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As filed with the Securities and Exchange Commission on June 30, 2014
No. 333-195611

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 1 TO     
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Atento S.A.
(Exact name of registrant as specified in its charter)

Luxembourg	 	4813	 	N/A	
(State or other jurisdiction of incorporation
or organization)	 	(Primary Standard Industrial
Classification Code Number)	 	(I.R.S. Employer Identification No.)	
Da Vinci Building
4 rue Lou Hemmer
L-1748 Luxembourg Findel
Grand Duchy of Luxembourg
+352 26 78 60 1
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Corporation Service Company
1180 Avenue of the Americas
Suite 210
New York, New York 10036
(212) 299-5600
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Joshua N. Korff, Esq.
Christopher A. Kitchen, Esq.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
(212) 446-4800	 	Arthur D. Robinson, Esq.
Jaime Mercado, Esq.
Juan Francisco Méndez, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000	
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:   ¨
If this Form is filed to registered additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities act registration statement number of the earlier effective registration statement for the same offering.   ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨

CALCULATION OF REGISTRATION FEE

 	
Title of Each Class of Securities
to be Registered	 	Proposed Maximum Aggregate
Offering Price (1)(2)	 	Amount of
Registration Fee (2)	
Ordinary shares, nominal value €1.00 per ordinary share	 	$300,000,000	 	$38,640 (3)	

(1)	Includes ordinary shares that the underwriters may purchase pursuant to the option to purchase additional shares.	
(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities act of 1933, as amended.	
(3)	Previously paid.	

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This prospectus is not an offer to sell nor is it soliciting an offer to buy these securities in any jurisdiction where such offer or sale is not permitted.
 
Subject to Completion, dated June 30, 2014
PROSPECTUS

Atento S.A.
             Ordinary Shares

This is the initial public offering of ordinary shares of Atento S.A., a public limited liability company (société anonyme) organized and existing under the laws of the Grand Duchy of Luxembourg. We are offering             ordinary shares to be sold in this offering, and the selling shareholder identified in this prospectus is offering an additional              ordinary shares. We will not receive any proceeds from the sale of the ordinary shares offered by the selling shareholder.

Prior to this offering, there has been no public market for our ordinary shares. We anticipate that the initial public offering price per ordinary share will be between $         and $        . We plan to file an application to list our ordinary shares on the New York Stock Exchange under the symbol “                    .”

Investing in our ordinary shares involves risks. See “ Risk Factors ” beginning on page 19 of this prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 
													
 	    	Per Share	 	    	Total	 	
Public offering price	    	 	$            	  	    	 	$            	  	
Underwriting discounts and commissions(1)	    	 	$            	  	    	 	$            	  	
Proceeds, before expenses, to us	    	 	$            	  	    	 	$            	  	
Proceeds, before expenses, to the selling shareholder	    	 	$            	  	    	 	$            	  	

(1)	We have agreed to reimburse the underwriters for certain expenses in connection with this offering. See “Underwriting.”	
The underwriters have a 30-day option to purchase up to              additional ordinary shares from us and the selling shareholder at the initial public offering price, less underwriting discounts and commissions to cover over-allotments, if any.
The underwriters expect to deliver the ordinary shares against payment in New York, New York on or about                     , 2014.

 

Morgan Stanley	  	Credit Suisse	 	Itaú BBA	

					
BofA Merrill Lynch	 	Bradesco BBI	 	BTG Pactual	 	Goldman, Sachs & Co.	 	Santander	
The date of this prospectus is                     , 2014.

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 TABLE OF CONTENTS

					
Prospectus Summary	  	 	1	  	
Risk Factors	  	 	19	  	
Forward-Looking Statements	  	 	41	  	
Use of Proceeds	  	 	43	  	
Dividend Policy	  	 	44	  	
Capitalization	  	 	45	  	
Dilution	  	 	47	  	
Selected Historical Financial Information	  	 	49	  	
Management’s Discussion and Analysis of Financial Condition and Results of Operations	  	 	57	  	
Business	  	 	95	  	
Industry Overview	  	 	122	  	
Management	  	 	130	  	
Principal and Selling Shareholders	  	 	137	  	

Certain Relationships and Related Party Transactions	  	 	140	  	
Description of Share Capital	  	 	143	  	
Comparison of Shareholder Rights	  	 	151	  	
Enforcement of Civil Liabilities	  	 	164	  	
Description of Certain Indebtedness	  	 	167	  	
Shares Eligible for Future Sale	  	 	175	  	
Material Tax Considerations	  	 	177	  	
Underwriting	  	 	190	  	
Expenses Related to This Offering	  	 	199	  	
Legal Matters	  	 	200	  	
Experts	  	 	200	  	
Where You Can Find More Information	  	 	200	  	
Index to Financial Statements	  	 	F-1	  	

 
You should rely only on the information contained in this prospectus, any amendment or supplement to this prospectus or any free writing prospectus prepared by or on our behalf. Neither we, the selling shareholder nor the underwriters or their affiliates have authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. Neither we nor the selling shareholder are, and the underwriters and their affiliates are not, offering to sell these securities in any jurisdiction where their offer or sale is not permitted. This document may only be used where it is legal to sell these securities. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of when this prospectus is delivered or when any particular sale of the ordinary shares occurs. Our business, financial condition, results of operations and prospects may have changed since that date.
MARKET AND INDUSTRY DATA
Market data and certain industry forecast data used in this prospectus were obtained from market research, publicly available information and industry publications and organizations, including, among others, Frost & Sullivan and IDC. Industry publications generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Market research, while we believe it to be reliable and accurately extracted by us for the purposes of this prospectus, has not been independently verified. This prospectus also contains statements regarding our industry and our relative competitive position in the industry that are not based on published statistical data or information obtained from independent third parties, but are internal estimates based on our experience and our own investigation of market conditions. While we are not aware of any misstatements regarding the industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the headings “Risk Factors” and “Forward-Looking Statements.”
TRADEMARKS AND TRADE NAMES
This prospectus includes our trademarks as “Atento”, which are protected under applicable intellectual property laws and are the property of the Company or our subsidiaries. This prospectus also contains trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners.
 
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Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and trade names.
BASIS OF PRESENTATION AND OTHER INFORMATION
Except where the context otherwise requires or where otherwise indicated, the terms “Atento,” “we,” “us,” “our,” the “Company,” the “Issuer” and “our business” refer to Atento S.A., a public limited liability company ( société anonyme ) incorporated under the laws of Luxembourg on March 5, 2014, together with the entities that will become its consolidated subsidiaries prior to completion of this offering.
“AIT Group” refers to Atento Inversiones Teleservicios S.A.U. and its subsidiaries (including Atento Venezuela, S.A. and Teleatención de Venezuela, C.A.) as held by Telefónica, S.A. (together with its consolidated subsidiaries, “Telefónica” or the “Telefónica Group”) prior to the Acquisition. “Atento Group” refers to the direct and indirect subsidiaries and assets of Atento Inversiones y Teleservicios, S.A.U. (excluding Atento Venezuela, S.A. and Teleatención de Venezuela, C.A.) that were acquired indirectly by funds affiliated with Bain Capital Partners, LLC (“Bain Capital”) on December 12, 2012 (the “Acquisition”) through Atalaya Luxco Midco S.à r.l. (the “Successor”) and certain of its affiliates. Use of the term “Predecessor” refers to the Atento Group prior to the Acquisition, and use of the term “Successor” or “Midco” refers to the Atento Group subsequent to the Acquisition.
In this prospectus, all references to “U.S. dollar” and “$” are to the lawful currency of the United States and all references to “euro” or “€” are to the single currency of the participating member states of the European and Monetary Union of the Treaty Establishing the European Community, as amended from time to time. In addition, all references to Brazilian Reais (BRL), Mexican Peso (MXN), Chilean Peso (CLP), Argentinean Peso (ARS), Colombian Peso (COP) and Peruvian Nuevos Soles (PEN) are to the lawful currencies of Brazil, Mexico, Chile, Argentina, Colombia and Peru, respectively.
The following table shows the exchange rates of U.S. dollars to these currencies for the years and dates indicated as reported by the relevant central banks of the European Union and each country as applicable.

 	  	2011	 	  	2012	 	  	2013	 	  	As of	 	
 	  	Average	 	  	December 31	 	  	Average	 	  	December 31	 	  	Average	 	  	December 31	 	  	June 16, 2014	 	
Euro (EUR)	  	 	0.76	  	  	 	0.77	  	  	 	0.78	  	  	 	0.76	  	  	 	0.75	  	  	 	0.73	  	  	 	0.74	  	
Brazil (BRL)	  	 	1.67	  	  	 	1.88	  	  	 	1.95	  	  	 	2.04	  	  	 	2.16	  	  	 	2.34	  	  	 	2.23	  	
Mexico (MXN)	  	 	12.44	  	  	 	13.95	  	  	 	13.16	  	  	 	12.97	  	  	 	12.77	  	  	 	13.08	  	  	 	13.02	  	
Colombia (COP)	  	 	1,847.53	  	  	 	1,942.70	  	  	 	1,797.34	  	  	 	1,768.23	  	  	 	1,869.31	  	  	 	1,926.83	  	  	 	1,876.61	  	
Chile (CLP)	  	 	483.70	  	  	 	519.20	  	  	 	486.37	  	  	 	479.96	  	  	 	495.40	  	  	 	524.61	  	  	 	554.87	  	
Peru (PEN)	  	 	2.75	  	  	 	2.70	  	  	 	2.64	  	  	 	2.55	  	  	 	2.70	  	  	 	2.80	  	  	 	2.79	  	
Argentina (ARS)	  	 	4.13	  	  	 	4.30	  	  	 	4.55	  	  	 	4.92	  	  	 	5.48	  	  	 	6.52	  	  	 	8.15	  	
PRESENTATION OF FINANCIAL INFORMATION
We present our historic financial information under International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (the “IASB”). None of the financial statements or financial information included in this prospectus has been prepared in accordance with generally accepted accounting principles in the United States of America.
 
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Predecessor Financial Statements
We have historically conducted our business through the Atento Group, or the Predecessor, up to the date of the Acquisition, and subsequent to the Acquisition, through Midco, or the Successor. Although the Acquisition was completed on December 12, 2012, for accounting purposes the Atento Group has been incorporated into the Successor’s operations since December 1, 2012.
The financial statements of the Predecessor included elsewhere in this prospectus are the audited combined carve-out financial statements of the Atento Group as of and for the year ended December 31, 2011 and as of and for the eleven-month period ended November 30, 2012 (the “Predecessor financial statements”). The Predecessor financial statements are presented on a combined carve-out basis from the AIT Group’s historical consolidated financial statements, based on the historical results of operations, cash flows, assets and liabilities of the Predecessor acquired by the Successor and that are part of its consolidated group after the Acquisition. We believe that the assumptions and estimates used in preparation of the Predecessor financial statements are reasonable. However, the Predecessor financial statements do not necessarily reflect what the Predecessor’s financial position, results of operations or cash flows would have been if the Predecessor had operated as a separate entity during the periods presented. As a result, historical financial information is not necessarily indicative of the Predecessor’s future results of operations, financial position or cash flows. See Note 2 to the Predecessor financial statements.
Successor Financial Statements
The financial statements of the Successor included elsewhere in this prospectus are the audited consolidated financial statements of Midco as of and for the one-month period ended December 31, 2012 and as of and for the year ended December 31, 2013 (the “Successor financial statements”). We have accounted for the Acquisition in the Successor financial statements using the acquisition method, by which we have recognized and measured the identifiable assets acquired and identifiable liabilities and contingent liabilities assumed at fair value at the acquisition date. The difference between the consideration paid and the fair value of the identifiable assets acquired and identifiable liabilities and contingent liabilities assumed has been recorded as goodwill. As a consequence, the assets and liabilities recognized in the financial statements of the Successor and their corresponding impact in income and expenses changed significantly as compared to the Predecessor financial statements.
Aggregated 2012 Financial Information
In addition, we also present in this prospectus unaudited, non-IFRS aggregated financial information for the year ended December 31, 2012 (the “Aggregated 2012 Financial Information”). The Aggregated 2012 Financial Information is derived by adding together the corresponding data from the audited Predecessor financial statements for the period from January 1, 2012 to November 30, 2012 and the corresponding data from the audited Successor financial statements for the one-month period from December 1, 2012 to December 31, 2012, appearing elsewhere in this prospectus, each prepared under IFRS as issued by the IASB. This presentation of the Aggregated 2012 Financial Information is for illustrative purposes only, is not presented in accordance with IFRS, and is not necessarily comparable to previous or subsequent periods, or indicative of results expected in any future period (including as a result of the effects of the Acquisition).
Rounding
Certain numerical figures set out in this prospectus, including financial data presented in millions or thousands and percentages, have been subject to rounding adjustments, and, as a result, the totals of the data in this prospectus may vary slightly from the actual arithmetic totals of such information. Percentages and amounts reflecting changes over time periods relating to financial and other data set forth in “Selected Historical Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are
 
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calculated using the numerical data in the financial statements of the Predecessor or the Successor, or the tabular presentation of other data (subject to rounding) contained in this prospectus, as applicable, and not using the numerical data in the narrative description thereof.
Reorganization Transaction
Prior to completion of this offering we will engage in the Reorganization Transaction described in “Prospectus Summary—The Reorganization Transaction” pursuant to which Midco will become a wholly-owned subsidiary of the Issuer, a newly-formed holding company incorporated under the laws of Luxembourg with nominal assets and liabilities for the purpose of facilitating the offering contemplated hereby, and which will not have conducted any operations prior to the completion of this offering. Following the Reorganization Transaction and this offering, our financial statements will present the results of operations of the Issuer. The financial statements of the Issuer will be presented in substantially the same manner as the Successor financial statements prior to this offering, as adjusted for the Reorganization Transaction. Upon consummation, the Reorganization Transaction will be reflected retroactively in the Issuer’s earnings per share calculations.
NON-GAAP FINANCIAL MEASURES
This prospectus contains financial measures and ratios, including EBITDA, Adjusted EBITDA, Adjusted Earnings/(Loss), Free Cash Flow and Net debt with third parties, that are not required by, or presented in accordance with IFRS. We refer to these measures as “non-GAAP financial measures”. For a definition of how these financial measures are calculated, see the section entitled “Selected Historical Financial Information” elsewhere in this prospectus.
We present non-GAAP financial measures because we believe that they and other similar measures are widely used by certain investors, securities analysts and other interested parties as supplemental measures of performance and liquidity. We also use these measures internally to establish forecasts, budgets and operational goals to manage and monitor our business, as well as evaluating our underlying historical performance. The non-GAAP financial measures may not be comparable to other similarly titled measures of other companies and have limitations as analytical tools and should not be considered in isolation or as a substitute for analysis of our operating results as reported under IFRS. Non-GAAP financial measures and ratios are not measurements of our performance, financial condition or liquidity under IFRS and should not be considered as alternatives to operating profit or profit or as alternatives to cash flow from operating, investing or financing activities for the period, or any other performance measures, derived in accordance with IFRS or any other generally accepted accounting principles.
In our discussion of operating results, we have excluded the impact of fluctuations in foreign currency exchange rates by providing and explaining changes in constant currency, which is a non-GAAP financial measure. We believe changes in constant currency provides valuable supplemental information regarding our results of operations. We calculate changes in constant currency by converting our current period local currency financial information using the prior period foreign currency average exchange rates and comparing these adjusted amounts to our prior period reported results. This calculation may differ from similarly titled measures used by other companies and, accordingly, the changes in constant currency are not meant to substitute for changes in recorded amounts presented in conformity with IFRS nor should such amounts be considered in isolation.
 
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 PROSPECTUS SUMMARY
The items in the following summary are described in more detail later in this prospectus. This summary provides an overview of selected information and does not contain all the information you should consider. Therefore, you should also read the more detailed information set out in this prospectus and the financial statements. Some of the statements in this prospectus constitute forward-looking statements. See “Forward-Looking Statements.”
Except where the context otherwise requires or where otherwise indicated, the terms “Atento,” “we,” “us,” “our,” the “Company,” the “Issuer” and “our business” refer to Atento S.A., a public limited liability company (société anonyme) incorporated under the laws of Luxembourg on March 5, 2014, together with the entities that will become its consolidated subsidiaries prior to completion of this offering.
“Atento Group” refers to the direct and indirect subsidiaries and assets of Atento Inversiones y Teleservicios, S.A.U., excluding Atento Venezuela, S.A. and Teleatención de Venezuela, C.A., that were acquired indirectly by funds affiliated with Bain Capital Partners, LLC (“Bain Capital”) on December 12, 2012 (the “Acquisition”) by Atalaya Luxco Midco S.à r.l. (“Midco”) and certain of its affiliates. Use of the term “Predecessor” refers to the Atento Group prior to the Acquisition and use of the terms “Successor” or “Midco” refers to the Atento Group subsequent to the Acquisition. “Telefónica” and “Telefónica Group” refer to Telefónica, S.A and its consolidated subsidiaries.
Our Company
We are the largest provider of customer relationship management and business process outsourcing (“CRM BPO”) services in Latin America and Spain, and among the top three providers globally, based on revenues. Our business was founded in 1999 as the CRM BPO provider to the Telefónica Group. Since then, we have significantly diversified our client base, and subsequent to the Acquisition in December 2012, we became an independent company.
Leadership Position in Latin America . As the largest provider of CRM BPO services in Latin America, we hold #1 or #2 market shares in most of the countries where we operate, based on revenues, according to Frost & Sullivan. From 2009 to 2012, we expanded our CRM BPO market leadership position in Latin America overall from 19.1% to 20.1% and increased our market share in Brazil from 23.3% to 25.2%, based on revenue. We have achieved our leadership position over our 15-year history through our dedicated focus on superior client service, our scaled and reliable technology and operational platform, a deep understanding of our clients’ diverse local needs and our highly engaged employee base. Given its growth outlook, Latin America is one of the most attractive CRM BPO markets globally and we believe we are distinctly positioned as one of the few scale operators in the region.
Full Scale CRM BPO Services Offering . We offer a comprehensive portfolio of CRM BPO services, including customer service, sales, credit management, technical support, service desk and back office services. We are evolving from offering individual CRM BPO services to combining multiple service offerings, covering both the front-end and the back-end of our clients’ customer experience, into customized solutions adapted to our clients’ needs. We believe that these customized customer solutions provide an improved experience for our clients’ customers and create stronger customer relationships, which reinforces our clients’ brand recognition and customer loyalty. Our services and solutions are delivered across multiple channels including digital (SMS, e-mail, chats, social media and apps, among others) and voice, and are enabled by process design, technology and intelligence functions. In 2013, CRM BPO solutions and individual services comprised approximately 36% and 64% of our revenues in Brazil, respectively.

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Our CRM BPO services and solutions are delivered through our innovative multi-channel platform. As our clients’ customers become more connected and widely broadcast their experiences across a variety of digital channels, we believe the quality of their customer experience is having a significant impact on our clients’ brand loyalty and overall business performance. Our multi-channel platform integrates direct customer outreach through digital, voice or in-person channels allowing us to engage with customers through multiple channels of interaction. As our clients’ customers increasingly transition towards digital communication, we have evolved and invested in our digital channel capabilities.
Our customized CRM BPO solutions further integrate us into the strategic objectives of our clients, often leading to closer, more resilient client relationships. For example, for a global insurance client, we provide a comprehensive solution for insurance claims management encompassing (i) specialized processes including back office, sales, customer care, credit management and technical support, (ii) a customized communication channel strategy throughout the customer’s lifecycle, (iii) workload, mobility software and communication tools and (iv) data and analytics, resulting in 25,000 monthly claims analyzed and approximately $8 million of annual savings.

Long-standing Client Relationships Across a Variety of Industries . We work with market leaders in sectors such as telecommunications, financial services and multi-sector, which for us comprises the consumer goods, services, public administration, pay TV, healthcare, transportation, technology and media industries. In 2013, approximately 52% of our revenue was derived from sales to telecommunications, 35% to financial services and 13% to multi-sector clients. Since our founding in 1999, we have significantly diversified the sectors we serve and our client base to over 450 separate clients resulting in non-Telefónica revenue accounting for 51.5% in 2013 compared to approximately 10% of the revenue of AIT Group in 1999. In 2013, 85.3% of our non-Telefónica revenue was generated from clients with whom we have had relationships for five or more years. Illustrative of our high customer satisfaction, in 2011, 2012 and 2013, our client retention rates were 97.9%, 98.5% and 99.3%, respectively.
Highly Engaged Employees . Our approximately 155,000 employees are critical to our ability to deliver best-in-class customer service. We believe our distinctive culture and strong values ensure that our employees are highly engaged customer specialists. We strategically implement collaborative and proprietary training processes and firm-wide methodologies to recruit, train and retain one of the largest workforces in Latin America. We strive to attract, develop and reward high-performing people and to provide our employees with an attractive

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career path that incentivizes them to engage in achieving or exceeding our clients’ business objectives. In 2013, we were named one of the top 25 multinationals globally to work for by the Great Place to Work Institute and the only CRM BPO company in the industry to receive this distinction.
Scalable and Reliable Technology and Operational Platform . We have a flexible, scalable and reliable technology platform that enables us to deliver customizable services and solutions for our clients. The three key components of our technology strategy are (i) scalable and secure infrastructure, which includes data centers, telephony and other systems, to support and automate our services, (ii) applications, including systems, analytics and intelligence tools that enhance and optimize our solution offerings and (iii) our technology organization, which consists of the people and resources to manage and innovate our platform. In 2013, our technology platform handled transactions across 89 delivery centers operating 24/7 with less than 0.06% unscheduled systems downtime. We are committed to the highest standards of quality and have implemented programs to certify all of our processes as UNE-ISO 9001 and COPC, and we use Six Sigma to ensure continuous improvement.
Strong Relationship with Telefónica Underpinned by Long-term MSA . We believe we contribute to the Telefónica Group as an integral part of its CRM BPO operations. Currently, we serve 29 companies of the Telefónica Group under more than 150 arm’s-length contracts. Since becoming an independent company in December 2012, our relationship with the Telefónica Group has been governed by our master services agreement (the “MSA”). The MSA requires the Telefónica Group companies to meet pre-agreed minimum annual revenue commitments to us through 2021. The MSA commitment is meant to be a minimum commitment, rather than a target or budget. Telefónica will be required to compensate us for any shortfalls in these revenue commitments.
For the years ended December 31, 2012 and 2013, our revenues from the Telefónica Group increased by 3.8% and 4.7%, respectively, on a constant foreign exchange rate basis. Our revenue generated from the Telefónica Group was $1,136.5 million in 2013, $1,158.5 million in 2012 and $1,235.9 million in 2011.
Outside the ordinary course of our business and in connection with the Acquisition, we have incurred obligations to Telefónica in an aggregate amount outstanding, as of December 31, 2013, of $195.1 million. For a more detailed description of such obligations, see “Description of Certain Indebtedness—Vendor Loan Note” and “Description of Certain Indebtedness—Contingent Value Instruments.”
Broad Scope of Operations . We operate in 15 countries worldwide and organize our business into the following three geographic markets: (i) Brazil, (ii) Americas, ex-Brazil (“Americas”) and (iii) Europe, Middle East and Africa, which consists of our operations in Spain, Czech Republic and Morocco (“EMEA”). For the year ended December 31, 2013, Brazil accounted for 51.5% of our revenue and 52.6% of our Adjusted EBITDA; Americas accounted for 33.0% of our revenue and 38.7% of our Adjusted EBITDA; EMEA accounted for 15.5% of our revenue and 8.7% of our Adjusted EBITDA (in each case, before holding company level revenue and expenses and consolidation adjustments).
Financial Flexibility . We have ample liquidity which provides significant financial flexibility to manage our operations. At December 31, 2013, the total amount of credit available to us was €50 million ($69 million) under our Revolving Credit Facility, which remains undrawn as at December 31, 2013. In addition, we had cash and cash equivalents (net of any outstanding bank overdrafts) of approximately $213.5 million at December 31, 2013, while our outstanding debt totaled $1,370.8 million. The amount attributable to the Acquisition in 2012 totaled $1,358.3 million including $519.6 million of PECs that will be capitalized in connection with this offering. During 2013, our cash flow related to mandatory debt service represented 38.9% of the cash flows from operating activities excluding interest paid. For a more detailed description of such obligations, see “Description of Certain Indebtedness.”

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For the years ended December 31, 2012 and 2013, our revenue grew by 6.7% and 7.5% and our Adjusted EBITDA grew by 21.5% and 16.9%, respectively, on a constant foreign exchange rate basis. Our revenue for the year ended December 31, 2013 was $2,341.1 million, our Adjusted EBITDA was $295.1 million and our profit/(loss) for the period was a loss of $4.0 million.
MARKET OPPORTUNITY
CRM BPO has historically been the largest segment within the broader business process outsourcing (“BPO”) market based on revenue, and includes services such as customer care, retention, acquisition, technical support, help desk services, credit management, sales, marketing and back-office functions.
Market Size and Growth . According to IDC, global spending on CRM BPO services is expected to grow at a compound annual growth rate (“CAGR”) of 5.8% from $57.9 billion in 2012 to $76.8 billion in 2017. Our operations are primarily focused in Latin America, which is the fastest growing CRM BPO market in the world with a market size of $10.7 billion in 2012, according to Frost & Sullivan.
Key Trends in the Latin American CRM BPO Market
There are a number of trends driving growth in the Latin American CRM BPO market and we believe our market position will allow us to differentiate ourselves and capitalize on this growth.
Large CRM BPO Market with Sustained Demand Growth Driven by an Emerging Middle Class. The scale and growth of Latin America’s economies present a significant market opportunity. The growth in the CRM BPO market is supported by an expanding middle class, which is expected to grow from approximately 29% of the population in 2009 to approximately 42% by the year 2030, according to data from The World Bank. As a result, customer experience-intensive industries, such as insurance and banking, which have historically been underpenetrated in Latin America, have experienced high volume growth, resulting in increased demand for CRM BPO services. Lastly, according to Frost & Sullivan, in 2013, call center seat penetration in Latin America significantly lagged the United States, and we believe that this gap will continue to drive long-term growth for our industry in the region.
2013 Call center seats / ‘000s population

 

Source:	Frost & Sullivan and International Monetary Fund.	
Note:	Includes in-house and outsourced seats.	
Continued Trend for Further Outsourcing of CRM BPO Operations . As of 2013, 32.4% of domestic CRM BPO operations in Latin America were outsourced to third party providers, based on number of agent seats, compared to 27.1% in 2007, according to Frost & Sullivan. In the context of high growth in CRM BPO volumes,

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we believe the value proposition for further outsourcing is compelling and enables our clients to (i) focus on their core capabilities, (ii) generate cost efficiencies, (iii) increase customer satisfaction, (iv) streamline the process of introducing new products and services and (v) redeploy capital used in internal processes. Given these factors, we expect outsourcing penetration in our markets to continue to grow in the future.
Limited Number of Large Scale Operators in Latin America. Very few companies operate large-scale operations throughout Latin America. Most companies operate in only one or two Latin American countries, or within multiple markets with more limited scale as compared to Atento. Establishing large scale operations in Latin America presents challenges due to specific country dynamics in the region and the complexity of managing a large and dynamic workforce. The presence of local players with established long-term positions in certain countries also results in specific industry dynamics. For example, in Brazil, the top three providers of CRM BPO services in aggregate accounted for 60.8% of the market in 2012, whereas in North America the top three providers in aggregate had just a 16.2% share, according to Frost & Sullivan.
North America’s Continued Off-Shoring Trend. We view North America as a growth opportunity as U.S.-based businesses continue to off-shore call center services to other geographies, with 37.4% of the market off-shored in 2012, and 43.4% expected to be off-shored by 2017, according to Frost & Sullivan. Among off-shoring options, U.S. clients increasingly choose to near-shore to Latin America to eliminate challenging time zone differences that might be experienced when off-shoring to India or the Philippines. Accordingly, Latin America is the fastest growing fulfillment market for providing CRM BPO services to North America, and is expected to grow at a CAGR of 10.5% from 2012 to 2017, according to Frost & Sullivan.
OUR STRATEGY
Our mission is to help make our clients successful by delivering the best experience for their customers. Our goal is to significantly outperform the expected market growth by being our clients’ partner of choice for customer experience solutions. We strive to deliver growth by leveraging our platform and our people as the key enablers of superior services and solutions for our clients. To this end, we are focused on optimizing our operations and inspiring our people to deliver excellent service to our clients, and our clients’ customers.
These are the pillars of our strategy and the specific initiatives by which we aim to achieve them:

 
 
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Transformational Growth
Our three main initiatives to generate higher growth than the overall market are:
Aggressively Grow Our Client Base . We believe we can win new client relationships, either from competitors or as potential clients outsource their in-house operations. In particular, the telecommunications sector, where we already have deep industry knowledge due to our long-history with Telefónica, presents an opportunity to increase our market share now that we are a stand-alone company. We have already started providing services to other telecommunications companies in Latin America, such as Claro (a subsidiary of América Móvil), and we are focused on growing these new relationships to scale.
To reinforce this strategic priority, we have significantly invested in our sales teams and established separate new business acquisition areas with enhanced commercial capabilities and tools.
Develop and Deliver Innovative CRM BPO Services and Solutions . By leveraging our existing infrastructure and deep client and process knowledge, we are able to deliver increasingly complex solutions and value-added services to our clients through multiple channels. Over time we have diversified and expanded our services, increasing their sophistication and complexity and developing customized solutions such as smart collections, B2B (business-to-business) efficient sales, insurance management, credit management and other CRM BPO processes. Our revenue from these solutions has grown faster than our overall revenues.
As of December 31, 2013, we served a large and diverse base of over 450 separate clients. We believe we can further penetrate these existing relationships by increasing the variety of solutions we provide. We have successfully expanded our service and solution offerings in the past and believe this is a continued growth opportunity, as we are one of the few providers that can deliver an integrated and broad set of CRM BPO solutions to a large and increasingly sophisticated client base.
Further Penetrate U.S. Near-Shore. The market for providing outsourcing services to U.S. clients from Latin America is a sizable and fast-growing opportunity as (i) companies in the United States seek to balance outsourcing services across different geographies, generally favoring locations with better cultural fit and proximity to their operations, while minimizing time zone differences (in particular when compared to India and the Philippines), (ii) Latin America becomes a more cost-competitive location and (iii) the talent pool in the region grows, with more people with strong English-language skills.
To pursue this opportunity, in 2013, we formed a dedicated business unit with its own infrastructure to exclusively serve the U.S. market which, as of April 2014, has more than 450 workstations servicing five clients. We believe our strong relationships with multi-national clients throughout Latin America, such as BBVA Group and Santander, position us well to also serve their off-shoring needs in the United States.
Best-in-Class Operations
We have made significant investments in infrastructure, proprietary technologies, management and development processes that capitalize on our extensive experience managing large and globalized operations. Our operational excellence strategy is supported by the following five key global initiatives:
Enhance Productivity of Our Operations . We are focused on a variety of initiatives to enhance agent productivity, including:
 
 	•	 	Improving the uniformity of key performance indicators (“KPIs”) for operational productivity;	
 
 	•	 	Using statistical analysis and enhanced forecasting methodology to optimize staffing levels; and	
 
 	•	 	Establishing Operational Command Centers to implement analytical tools and standardized performance metrics.	

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Continued Investment in Our IT Platform . Our technology strategy is focused on (i) delivering a cost-efficient and reliable IT infrastructure to meet the needs of existing clients and support margin expansion, (ii) enhancing our ability to add capacity rapidly with a highly variable cost structure for new business, (iii) developing new products and solutions that can be rapidly scaled and rolled out across geographies, (iv) providing standard operational tools and processes to enable the best experience to our clients’ customers and (v) establishing common platforms that facilitate centralization of core IT services. Technology initiatives to capture benefits of scale, standardization, and consolidation are managed globally, with full accountability by project leaders to continuously optimize our operations and innovate client solutions.
One Procurement . We are strengthening our centralized procurement model in order to lower costs and streamline supplier relationships. Our “Global Deal Delivered Locally” strategy allows us to work with vendors to reach global contracts, while allowing procurement decisions to be handled locally. For example, by sourcing agent headsets as part of a global contract, we were able to achieve significant savings across all of our geographies, ranging from 5% to 82% of net unit headset costs. We are continuing to deploy this procurement strategy across our business, including in our procurement of infrastructure, technology, telecom and professional services, to reduce operating costs and improve margins.
Operations HR Effectiveness . Our business model is focused on improving operations HR effectiveness, developing our people and reducing turnover, driving both performance and reduction in costs. Recruiting, selecting and training talent is a key factor in the successful delivery of our CRM BPO services and solutions. We have adopted a comprehensive approach to HR management, with a number of global initiatives under way that are designed to diversify our candidate sourcing ( e.g ., social media), refine agent selection methods focused on better fit to reduce turnover, and improve training to develop the best talent. We are also continually aligning HR processes and incentive plans to foster talent retention.
Competitive Site Footprint . We continue to relocate a portion of our delivery centers from tier 1 to tier 2 cities, as we seek to achieve lower lease and wage expenses by focusing on reducing turnover and absenteeism. Additionally, the relocation of delivery centers also allows us to access and attract new and larger pools of talent in locations where Atento is considered a reference employer. We have completed several successful site transfers in Brazil, Colombia and Argentina. In Brazil, the percentage of total workstations located in tier 2 cities increased from 43.7% in 2011 to 49.5% in 2013. Currently, we are planning to move more than 1,000 workstations in Brazil to tier 2 cities and we expect the program to be substantially completed in 2015. As demand for our services and solutions grows and their complexity continues to increase, we continue to evaluate and adjust our site footprint to create the most competitive combination of quality of service and cost effectiveness.
In addition, given the size of our workforce, our operational excellence strategy is targeted at supporting the future growth of our business and at delivering efficiency gains and mitigating costs, in particular wage inflation in the markets where we operate.
Inspiring People
Distinct Culture and Values . We believe that our people are a key enabler to our business model and a strategic pillar to our competitive advantage. We have created, and constantly reinforce, a culture that we believe is unique in the industry. We believe our distinctive culture and strong values ensure our employees are highly capable and committed customer specialists. Our operational policies encourage collaboration and entrepreneurship, emphasize trust, passion and integrity, and commitment to our clients. We believe we can deliver growth and outstanding customer experiences through inspired, committed people who share our vision and are guided by our values. We constantly reinforce our core values with working groups, surveys, and leadership assessment processes that focus on upholding our core values and result in individualized development plans.

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Alignment with Client Goals . We have developed processes to identify talent (both internally and externally), created individual development plans and designed incentive plans that foster a work environment that aligns our teams’ professional development with client objectives and our goals, including efficiency objectives, financial targets and client and employee satisfaction metrics. Furthermore, we continuously reassess our talent pool and recruit professionals in the services industry to complement our strengths and capabilities. Given our focus on developing our people, we believe we empower our teams and give them the opportunities and tools to act like owners, committed to delivering excellence and achieving superior performance.
High Performance Organization . We have implemented a new operating model that integrates the corporate organization globally, allowing us to capture the benefits of scale, standardization and sharing of best practices. The corporate organization is integrated globally but strategically segmented into different operating regions. This ensures that corporate functions remain close to their businesses and clients, utilize a deeper understanding of the local industry levers, and are committed to the successful implementation of the initiatives on a regional level. We believe that this new organizational structure will foster agility and simplicity, while ensuring that corporate leaders are focused on coordinating, communicating and pursuing new solutions and innovation, with full accountability on the results.
OUR COMPETITIVE STRENGTHS
We benefit from the following key competitive strengths in our business:
Category Leader in a Large Market with Long-term Secular Growth Trends
We are currently the leading provider of CRM BPO services and solutions in Latin America and among the top three providers globally, based on revenue, according to Frost & Sullivan. In 2012, we were the leading provider of outsourced CRM BPO services in the rapidly growing Latin American market overall with a 20.1% market share by revenue, compared to 19.1% in 2009. In addition, we were the leading provider of outsourced CRM BPO services by market share based on revenue in 2012 in Peru, Spain, Argentina, Chile and Mexico, and the second largest in Brazil, according to data published by Frost & Sullivan (except for Spain, which refers to market share data for 2011).
Atento 2012 Market Share and Position by Country

 

Source:	Frost & Sullivan.	
Note:	Spain market share as of 2011.	
Comprehensive, Customizable Suite of CRM BPO Solutions across Multiple Channels
We believe that our position as a provider of innovative CRM BPO solutions is a key factor for our share gain in recent years, and will be a driver of our expected outperformance. As we continue to evolve towards customized client

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solutions and variable pricing structures, we seek to create a mutually beneficial partnership and increase the portion of CRM BPO services we provide our clients. We intend to develop and expand our portfolio of customized solutions as we continue to leverage our deep knowledge of our clients’ outsourcing needs.
In the context of the continuing evolution and proliferation of digital communication technologies and devices, we are focused on and continue to invest in research and development to anticipate the changing habits of customers and how our clients ultimately engage with them across a growing array of communication channels including SMS, e-mail, chats, social media and apps, among others.
Long-standing, Blue-Chip Client Relationships in Multiple Industries
Our long-standing, blue-chip client base across a variety of industries includes Telefónica Group, BBVA Group, Itaú, Bradesco, Santander, McDonald’s and Carrefour, among others, which together represent 73.4% of our revenue for 2013, with Telefónica Group representing 48.5% and the other customers representing, individually, less than 10% of our revenue for 2013. Our clients include leaders and innovators in their respective industries who demand best-in-class service from their outsourcing partners. By aligning ourselves with their success to partner in the long term, we have expanded the scope of our services and solutions while helping our clients deliver their brand promise. We believe that this approach has allowed us to develop and nurture longstanding relationships with existing clients which have provided us with stable revenue year-to-year.
Additionally, we believe it is costly and presents risks for our clients to switch a large number of workstations to competitors due to the potential disruption caused to the client’s customers, the extensive employee training required and the level of process integration between the client and CRM BPO provider.
Value-Added Partner with Differentiated Technology Platform
We have a scalable and reliable technology platform that we believe is a significant competitive differentiator. Our technology platform allows us to be a value-added partner to clients by providing upfront customer engagement process design, hosting and managing numerous customer management environments, offering multi-channel commmunication delivery and sophisticated data and analytics, which provide deep insights into each interaction with a client’s customer.
Focus on HR Management to Deliver Superior Customer Experiences
We believe employee satisfaction is a key differentiator in maintaining and growing a high performance organization to deliver a superior customer experience compared to our competitors and clients’ in-house operations. We leverage our distinctive culture and values as well as our deep understanding of regional cultural intricacies to create a work environment that aligns client objectives with employee incentives and commitment. We believe well-trained, highly-committed customer specialists, who are rewarded for results, enhance performance in our clients’ CRM operations. In 2013, we were named one of the top 25 companies to work for according to Great Place to Work Institute’s ranking of the World’s Best Multinational Workplaces, putting us alongside companies such as Google, Microsoft and The Coca-Cola Company. Furthermore, we have received the most country-level Great Place to Work prizes in the CRM BPO industry.
Highly Experienced and Motivated Management Team
We benefit from the significant experience and knowledge of our management team. We inherited experienced, motivated local talent, with many members of our senior management having played an instrumental role in growing and establishing us as a global leader in the years prior to the Acquisition. Most of our operational managers have worked with us for over ten years, which has allowed us to accumulate valuable operational experience and deep vertical expertise, while building and maintaining close relationships with our

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key clients. As part of our transition to a standalone company, we complemented our management team with a new Chief Financial Officer, Chief Technology Officer, Chief Commercial Officer and Chief Procurement Officer to build a truly world class management team. This team is fully committed to building upon our market leadership and driving our transformational growth.
OUR HISTORY AND CORPORATE STRUCTURE
The Atento business was founded in 1999 in Madrid, Spain. Bain Capital acquired the Atento Group from Telefónica on December 12, 2012 pursuant to the terms of a purchase agreement (the “SPA”) dated as of October 11, 2012, among Atento Luxco 1 S.A. (“Atento Luxco”) and certain of its affiliates, and Telefónica.
The Issuer was incorporated on March 5, 2014 as a Luxembourg public limited liability company (société anonyme). It is registered with the Luxembourg Registry of Trade and Companies under number B.185.761. Its registered office is located at 4 rue Lou Hemmer, L-1748 Luxembourg Findel, Grand Duchy of Luxembourg, telephone number +352 26 78 60 1.
Our principal executive offices are located at C/Quintanavides, N. 17—2 Planta, 28050 Las Tablas, Madrid, Spain. Our website can be found at www.atento.com . Information on, or accessible through, our website is not part of and is not incorporated by reference in this prospectus, and you should rely only on the information contained in this prospectus when making a decision as to whether to invest in our ordinary shares.
The Reorganization Transaction
The Issuer was formed as a direct subsidiary of Atalaya Luxco Topco S.C.A. (“Topco”). Prior to the completion of this offering, Topco will transfer its entire interest in the Issuer (being €31,000 of share capital) to Topco’s other direct subsidiary, Atalaya Luxco PIKco S.C.A. (“PikCo”), the consideration for which will be an allocation to PikCo’s share premium equal to €31,000. PikCo will then contribute (the “Contribution”) all of its debt interests in its direct subsidiary, Atalaya Luxco Midco S.à r.l. (“Midco”), which comprises three different series of preferred equity certificates (the “Luxco PECs”), to Midco, the consideration for which will be an allocation to Midco’s share premium equal to the value of the Luxco PECs immediately prior to the Contribution. Upon completion of the Contribution, the Luxco PECs will be extinguished by operation of law. PikCo will then transfer the remainder of its interest in Midco (being €31,000 of share capital) to the Issuer, the consideration for which will be an allocation to the Issuer’s share premium equal to €31,000 and, as a result of such transfer, Midco will become a direct subsidiary of the Issuer. We refer to the foregoing transactions as the “Reorganization Transaction.”
Following completion of this offering, Topco, through its ownership of PikCo, will, directly or indirectly, own approximately     % of the Company’s outstanding ordinary shares, or     % if the underwriters’ option to purchase additional shares is fully exercised. Bain Capital will continue to control Topco and, as a result, will be able to have a significant influence on fundamental and significant corporate matters and transactions. See “Risk Factors—Risks Related to Our Ordinary Shares and this Offering—Control by Bain Capital could adversely affect our other shareholders.”

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Corporate Structure
The following chart summarizes our corporate ownership structure immediately following the consummation of this offering. Note 3(t) to the Successor financial statements included elsewhere in this prospectus provides a complete listing of the subsidiaries of the Successor, including their name, country of incorporation or residence, and portion of ownership interest or voting power held, if applicable.

 
 
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RISKS ASSOCIATED WITH OUR COMPANY
Investing in our ordinary shares involves a significant degree of risk. See “Risk Factors” beginning on page 19 of this prospectus for a discussion of factors you should carefully consider before deciding to invest in our ordinary shares. These risks include, among others:
 
 	•	 	The CRM BPO market is very competitive.	
 
 	•	 	Telefónica, certain of its affiliates and a few other major clients account for a significant portion of our revenue and any loss of a large portion of business from these clients could have a material adverse effect on our business, financial condition, results of operations and prospects.	
 
 	•	 	A substantial portion of our revenue, operations and investments are located in Latin America and we are therefore exposed to risks inherent in operating and investing in the region.	
 
 	•	 	Any deterioration in global market and economic conditions and, in particular in the telecommunications and financial services industries from which we generate most of our revenue, may adversely affect our business, financial condition, results of operations and prospects.	
 
 	•	 	Increases in employee benefits expenses as well as changes to labor laws could reduce our profit margins.	
 
 	•	 	We are a Luxembourg public limited liability company ( société anonyme ) and it may be difficult for you to obtain or enforce judgments against us or our executive officers and directors in the United States.	
 
 	•	 	Control by Bain Capital could adversely affect our other shareholders.	
 
 	•	 	Our existing debt may affect our flexibility in operating and developing our business and our ability to satisfy our obligations.	

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THE OFFERING
The following is a brief summary of the terms of this offering and should be read together with the more detailed information and financial data and statements contained elsewhere in this prospectus. For a more complete description of our ordinary shares, see “Description of Share Capital” in this prospectus.

		
Issuer	  	Atento S.A.	
		
Ordinary Shares Offered:	  		
		
By us	  	             ordinary shares.	
		
By the Selling Shareholder	  	             ordinary shares.	
		
Total	  	             ordinary shares.	
		
Option to Purchase Additional Shares	  	We and the selling shareholder have granted the underwriters an option, exercisable within 30 days from the date of this prospectus, to purchase up to an aggregate of                      and                      additional ordinary shares, respectively.	
		
Ordinary Shares to be Outstanding After This Offering	  	
                     ordinary shares (or                      if the underwriters exercise their option to purchase additional shares in full).	
		
Use of Proceeds	  	We estimate that the net proceeds to us from this offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, will be approximately $                     million, or $                     million if the underwriters exercise their option to purchase additional shares in full, assuming the ordinary shares are offered at $         per ordinary share, the midpoint of the price range set forth on the cover of this prospectus.	
		
	  	We estimate that net proceeds to the selling shareholder, after deducting underwriting discounts and commissions payable by the selling shareholder, will be approximately $                     million, or $                     million if the underwriters exercise their option to purchase additional shares in full, assuming the ordinary shares are offered at $         per ordinary share, the midpoint of the price range set forth on the cover of this prospectus. Including other fees payable to Bain Capital in connection with the offering (including a transaction fee and termination fees for our agreements with Bain Capital), we expect total net proceeds payable to Bain Capital to be approximately $         million. We will not receive any proceeds from the sale of ordinary shares by the selling shareholder. We expect that the selling shareholder will use $         million of the net proceeds received by it to repay a portion of its outstanding PIK Notes due 2020. See “Certain Relationships and Related Party Transactions—PIK Notes due 2020.”	

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	  	We intend to use the net proceeds from the sale of ordinary shares received by us in this offering to repay a portion of our €110.0 million vendor loan note issued to an affiliate of Telefónica (the “Vendor Loan Note”) and to pay fees and expenses incurred in connection with this offering, including payments to affiliates of Bain Capital. We will use any remaining net proceeds from this offering for general corporate purposes. See “Use of Proceeds” and “Description of Certain Indebtedness.”	
		
Dividend Policy	  	Although we expect to be well capitalized following the Reorganization Transaction prior to the completion of this offering and we have sufficient liquidity, our ability to pay dividends on our ordinary shares is limited in the near-term by the indenture governing our existing 7.375% Senior Secured Notes due 2020 (the “Senior Secured Notes”), the BRL915 million non-convertible, secured debentures due 2019 (the “Brazilian Debentures”), the Vendor Loan Note and our Contingent Value Instruments (“CVIs”), and may be further restricted by the terms of any of our future debt or preferred securities. See “Description of Certain Indebtedness.” To the extent we are in a position under our debt documentation to pay cash dividends, we will endeavor to pay cash dividends to our shareholders. However, any future determinations relating to our dividend policies will be made at the discretion of our board of directors and will depend on various factors. See “Dividend Policy.”	
		
Lock-up Agreements	  	We, our directors, executive officers, all of our existing shareholders, option holders and PikCo, have agreed with the underwriters, subject to certain exceptions, not to sell, transfer or dispose of any of our shares or similar securities for 180 days after the date of this prospectus. See “Underwriting.”	
		
Listing	  	We plan to apply to list our shares on the New York Stock Exchange under the symbol “        .”	
		
Risk Factors	  	See “Risk Factors” and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in our ordinary shares.	
The number of shares to be issued and outstanding after this offering is based on                      ordinary shares issued and outstanding as of                     , 2014 and excludes                      ordinary shares reserved for future issuance under our share-based compensation plans.
Except as otherwise indicated, all information in this prospectus:
 
 	•	 	assumes an initial public offering price of $         per share, the midpoint of the estimated price range set forth on the cover page of this prospectus; and	
 
 	•	 	assumes no exercise of the underwriters’ option to purchase additional shares.	

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SUMMARY CONSOLIDATED HISTORICAL FINANCIAL INFORMATION
The following tables present summary historical consolidated financial information for the periods and as of the dates indicated and should be read in conjunction with the section of this prospectus entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Selected Historical Financial Information” and the financial statements included elsewhere in this prospectus.
Historically, we conducted our business through the Predecessor through November 30, 2012, and subsequent to the Acquisition, through the Successor, and therefore our historical financial statements present the results of operations of Predecessor and Successor, respectively. Prior to completion of this offering we will implement the Reorganization Transaction pursuant to which the Successor will become a wholly-owned subsidiary of the Issuer, a newly-formed public limited liability holding company incorporated under the laws of Luxembourg with nominal assets and liabilities for the purpose of facilitating the offering contemplated hereby, and which will not have conducted any operations prior to the completion of this offering. Following the Reorganization Transaction and this offering, our financial statements will present the results of operations of the Issuer. The consolidated financial statements of the Issuer will be substantially the same as the consolidated financial statements of the Successor prior to this offering, as adjusted for the Reorganization Transaction. Upon consummation, the Reorganization Transaction will be reflected retroactively in the Issuer’s earnings per share calculations. See “—The Reorganization Transaction.”
The following table sets forth summary historical financial data of the Atento Group. We prepare our financial statements in accordance with IFRS as issued by the IASB. As a result of the Acquisition, we applied acquisition accounting whereby the purchase price paid was allocated to the acquired assets and assumed liabilities at fair value. Our financial reporting periods presented in the table below are as follows:
 
 	•	 	Solely for purposes of the summary historical financial information in this section, the Predecessor period refers to the year ended December 31, 2011 and the period from January 1, 2012 through November 30, 2012 and reflects the combined carve-out results of operations of the Predecessor.	
 
 	•	 	The Successor period reflects the consolidated results of operations of the Successor, which includes the effects of acquisition accounting for the one-month period from December 1, 2012 to December 31, 2012 and for the year ended December 31, 2013.	
The summary combined carve-out historical financial information as of and for the year ended December 31, 2011, as of November 30, 2012 and for the period from January 1, 2012 to November 30, 2012 presented below were derived from the Predecessor financial statements included elsewhere in this prospectus.
The summary consolidated historical financial information as of December 31, 2012 and for the one-month period from December 1, 2012 to December 31, 2012 and as of and for the year ended December 31, 2013 presented below were derived from the Successor financial statements included elsewhere in this prospectus.
Historical results for any prior period are not necessarily indicative of results expected in any future period.
The unaudited Aggregated 2012 Financial Information set forth below is derived by adding together the corresponding data from the audited Predecessor financial statements for the period from January 1, 2012 to November 30, 2012, to the corresponding data from the audited Successor financial statements for the one-month period from December 1, 2012 to December 31, 2012, appearing elsewhere in this prospectus, each prepared under IFRS as issued by the IASB. This presentation of the Aggregated 2012 Financial Information is for illustrative purposes only, is not presented in accordance with IFRS, and is not necessarily comparable to previous or subsequent periods, or indicative of results expected in any future period (including as a result of the effects of the Acquisition).

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 	 	Predecessor	 	 	  	 	 	 	Successor	 	 	Non-IFRS
Aggregated	 	 	 	 	 	 	 	 	Successor	 	 	 	 	 	 	 	
 	 	As of and
for the year
ended
December 31,
2011	 	 	As of and
for the
period
from Jan 1
– Nov 30,
2012	 	 	  	 	 	 	As of and
for the
period
from Dec 1
– Dec 31,
2012	 	 	For the year
ended
December 31,
2012
(unaudited)	 	 	Change
%	 	 	Change
excluding
FX
%	 	 	As of and for
the year
ended
December 31,
2013	 	 	Change
%	 	 	Change
excluding
FX
%	 	
($ in millions other
than share and per
share data)	 			 			 		 		 			 			 			 			 			 			 			
Income statement data:	 				 				 	 	 		 				 				 				 				 				 				 				
Revenue	 	 	2,417.3	  	 	 	2,125.9	  	 	 	 		 	 	190.9	  	 	 	2,316.8	  	 	 	(4.2	) 	 	 	6.7	  	 	 	2,341.1	  	 	 	1.0	  	 	 	7.5	  	
Operating profit/(loss)	 	 	155.6	  	 	 	163.8	  	 	 	 		 	 	(42.4	) 	 	 	121.4	  	 	 	(22.0	) 	 	 	(10.3	) 	 	 	105.0	  	 	 	(13.5	) 	 	 	(1.2	) 	
Profit/(loss) for the period	 	 	90.3	  	 	 	90.2	  	 	 	 		 	 	(56.6	) 	 	 	33.6	  	 	 	(62.8	) 	 	 	(47.0	) 	 	 	(4.0	) 	 	 	(111.9	) 	 	 	(90.8	) 	
Profit/(loss) for the period from continuing operations	 	 	89.6	  	 	 	90.2	  	 	 	 		 	 	(56.6	) 	 	 	33.6	  	 	 	(62.5	) 	 	 	(46.5	) 	 	 	(4.0	) 	 	 	(111.9	) 	 	 	(90.8	) 	
Profit/(loss) for the period attributable to equity holders	 	 	87.9	  	 	 	89.7	  	 	 	 		 	 	(56.6	) 	 	 	33.1	  	 	 	(62.3	) 	 	 	(46.0	) 	 	 	(4.0	) 	 	 	(112.1	) 	 	 	(90.6	) 	
Earnings per share—basic and diluted	 	 	n/a	  	 	 	n/a	  	 	 	 		 	 	(28.31	) 	 	 	n/a	  	 	 	n/a	  	 	 	n/a	  	 	 	(2.02	) 	 	 	n/a	  	 	 	n/a	  	
Weighted average number of shares outstanding—basic and diluted	 	 	n/a	  	 	 	n/a	  	 	 	 		 	 	2,000,000	  	 	 	n/a	  	 	 	n/a	  	 	 	n/a	  	 	 	2,000,000	  	 	 	n/a	  	 	 	n/a	  	
Balance sheet data:	 				 				 	 	 		 				 				 				 				 				 				 				
Total assets	 	 	1,224.6	  	 	 	1,263.8	  	 	 	 		 	 	1,961.0	  	 	 	n/a	  	 	 	n/a	  	 	 	n/a	  	 	 	1,842.2	  	 	 	n/a	  	 	 	n/a	  	
Total share capital	 	 	n/a	  	 	 	n/a	  	 	 	 		 	 	2.6	  	 	 	n/a	  	 	 	n/a	  	 	 	n/a	  	 	 	2.6	  	 	 	n/a	  	 	 	n/a	  	
Invested equity/equity	 	 	631.2	  	 	 	670.1	  	 	 	 		 	 	(32.7	) (a)  	 	 	n/a	  	 	 	n/a	  	 	 	n/a	  	 	 	(134.0	) (a)  	 	 	n/a	  	 	 	n/a	  	
Cash flow data:	 				 				 	 	 		 				 				 				 				 				 				 				
Cash provided by/(used in) operating activities	 	 	116.6	  	 	 	163.6	  	 	 	 		 	 	(68.3	) 	 	 	95.3	  	 	 	n/a	  	 	 	n/a	  	 	 	99.6	  	 	 	n/a	  	 	 	n/a	  	
Cash (used in) investing activities	 	 	(134.6	) 	 	 	(118.7	) 	 	 	 		 	 	(846.1	) 	 	 	(964.8	) 	 	 	n/a	  	 	 	n/a	  	 	 	(123.4	) 	 	 	n/a	  	 	 	n/a	  	
Cash provided by/(used in) financing activities	 	 	27.0	  	 	 	(75.0	) 	 	 	 		 	 	1,109.6	  	 	 	1,034.6	  	 	 	n/a	  	 	 	n/a	  	 	 	31.2	  	 	 	n/a	  	 	 	n/a	  	

(a)	Since the Successor was created on December 1, 2012, as of December 31, 2012 and 2013, the Atento Group presents negative equity primarily due to the effects of the Acquisition as a result of which equity has been negatively impacted by the costs incurred in connection with the Acquisition and by integration related costs associated with the change in ownership. Equity adjusted for the Reorganization Transaction including the capitalization of the PECs would be $385.6 million as of December 31, 2013. See “Capitalization” and Note 2(d) to the Successor financial statements included elsewhere in this prospectus.	

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 	 	Predecessor	 	 	  	 	Successor	 	 	Non-IFRS
Aggregated	 	 	 	 	 	 	 	 	Successor	 	 	 	 	 	 	 	
 	 	As of and for
the year
ended
December 31,
2011	 	 	Period from
Jan 1
–  Nov 30,
2012	 	 	  	 	Period from
Dec 1
– Dec 31,
2012	 	 	Year ended
December 31,
2012	 	 	Change
%	 	 	Change
excluding
FX
%	 	 	As of and for
the year
ended
December 31,
2013	 	 	Change
%	 	 	Change
excluding
FX
%	 	
($ in millions)	 			 			 	  	 			 			 			 			 			 			 			
Other financial data (unaudited):	 				 				 	 	 				 				 				 				 				 				 				
EBITDA (1)	 	 	234.1	  	 	 	241.9	  	 	 	 	 	(34.9	) 	 	 	207.0	  	 	 	(11.6	) 	 	 	(0.1	) 	 	 	234.0	  	 	 	13.0	  	 	 	22.9	  	
Adjusted EBITDA (1)	 	 	246.9	  	 	 	235.9	  	 	 	 	 	32.2	  	 	 	268.1	  	 	 	8.6	  	 	 	21.5	  	 	 	295.1	  	 	 	10.1	  	 	 	16.9	  	
Adjusted Earnings / (Loss) (2)	 	 	97.5	  	 	 	86.2	  	 	 	 	 	(8.9	) 	 	 	77.3	  	 	 	n/a	  	 	 	n/a	  	 	 	97.5	  	 	 	n/a	  	 	 	n/a	  	
Capital expenditures (3)	 	 	(141.6	) 	 	 	(76.9	) 	 	 	 	 	(28.4	) 	 	 	(105.3	) 	 	 	n/a	  	 	 	n/a	  	 	 	(103.0	) 	 	 	n/a	  	 	 	n/a	  	
Net debt with third parties (4)	 	 	23.4	  	 	 	5.1	  	 	 	 	 	620.2	  	 	 	620.2	  	 	 	n/a	  	 	 	n/a	  	 	 	637.7	  	 	 	n/a	  	 	 	n/a	  	

(1)	In considering the financial performance of the business and as a management tool in business decision making, our management analyzes the financial performance measures of EBITDA and Adjusted EBITDA at a company and operating segment level. EBITDA is defined as profit/(loss) for the period from continuing operations before net finance costs, income taxes, and depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted to exclude Acquisition and integration related costs, restructuring costs, sponsor management fees, asset impairments, site relocation costs, financing fees and other items which are not related to our core results of operations. EBITDA and Adjusted EBITDA are not measures defined by IFRS. The most directly comparable IFRS measure to EBITDA and Adjusted EBITDA is profit/(loss) for the period from continuing operations.	
We believe EBITDA and Adjusted EBITDA, as defined above, are useful metrics for investors to understand our results of operations and profitability because they permit investors to evaluate our recurring profitability from underlying operating activities. We also use these measures internally to establish forecasts, budgets and operational goals to manage and monitor our business, as well as evaluating our underlying historical performance. We believe EBITDA facilitates operating performance comparisons between periods and among other companies in industries similar to ours because it removes the effect of variation in capital structures, taxation, and non-cash depreciation and amortization charges, which may differ between companies for reasons unrelated to operating performance. We believe Adjusted EBITDA better reflects our underlying operating performance because it excludes the impact of items which are not related to our core results of operations.
EBITDA and Adjusted EBITDA measures are frequently used by securities analysts, investors and other interested parties in their evaluation of companies comparable to us, many of which present EBITDA-related performance measures when reporting their results.
EBITDA and Adjusted EBITDA have limitations as analytical tools. These measures are not presentations made in accordance with IFRS, are not measures of financial condition or liquidity and should not be considered in isolation or as alternatives to profit or loss for the period from continuing operations or other measures determined in accordance with IFRS. EBITDA and Adjusted EBITDA are not necessarily comparable to similarly titled measures used by other companies.
See “Selected Historical Financial Information” for a reconciliation of profit/(loss) for the period from continuing operations to EBITDA and Adjusted EBITDA.
 
(2)	In considering our financial performance, our management analyzes the performance measure of Adjusted Earnings/(Loss). Adjusted Earnings/(Loss) is defined as profit/(loss) for the period from continuing operations adjusted for Acquisition and integration related costs, amortization of Acquisition related .intangible assets, restructuring costs, sponsor management fees, asset impairments, site relocation costs,	

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 	financing fees, PECs interest expense, other and tax effects. Adjusted Earnings/(Loss) is not a measure defined by IFRS. The most directly comparable IFRS measure to Adjusted Earnings/(Loss) is our profit/(loss) for the period from continuing operations.	
We believe Adjusted Earnings/(Loss), as defined above, is useful to investors and is used by our management for measuring profitability because it represents a group measure of performance which excludes the impact of certain non-cash charges and other charges not associated with the underlying operating performance of the business, while including the effect of items that we believe affect shareholder value and in-year return, such as income tax expense and net finance costs.
Management expects to use Adjusted Earnings/(Loss) to (i) provide senior management a monthly report of our operating results that is prepared on an adjusted earnings basis; (ii) prepare strategic plans and annual budgets on an adjusted earnings basis; and (iii) review senior management’s annual compensation, in part, using adjusted performance measures.
Adjusted Earnings/(Loss) is defined to exclude items that are not related to our core results of operations. Adjusted Earnings/(Loss) measures are frequently used by securities analysts, investors and other interested parties in their evaluation of companies comparable to us, many of which present an adjusted earnings related performance measure when reporting their results.
Adjusted Earnings/(Loss) has limitations as an analytical tool. Adjusted Earnings/(Loss) is neither a presentation made in accordance with IFRS nor a measure of financial condition or liquidity, and should not be considered in isolation or as an alternative to profit or loss for the period from continuing operations or other measures determined in accordance with IFRS. Adjusted Earnings/(Loss) is not necessarily comparable to similarly titled measures used by other companies.
See “Selected Historical Financial Information” for a reconciliation of our Adjusted Earnings/(Loss) to our profit/(loss) for the period from continuing operations.
 
(3)	We define capital expenditures as the sum of the additions to property, plant and equipment and the additions to intangible assets during the period presented.	
 
(4)	In considering our financial condition, our management analyzes Net debt with third parties, which is defined as Total debt less cash, cash equivalents and short-term deposits and non-current payables to Group companies (which represent the PECs). The PECs are classified as our subordinated debt relating to our other present and future obligations, and they will be capitalized in connection with this offering. Net Debt with third parties is not a measure defined by IFRS.	
Net debt with third parties has limitations as an analytical tool. Net debt with third parties is neither a measure defined by or presented in accordance with IFRS nor a measure of financial performance, and should not be considered in isolation or as an alternative financial measure determined in accordance with IFRS. Net debt with third parties is not necessarily comparable to similarly titled measures used by other companies.
See “Selected Historical Financial Information” for a reconciliation of Total debt to net debt with third parties utilizing IFRS reported balances obtained from the audited financial statements included elsewhere in this prospectus. Total debt is the most directly comparable financial measure under IFRS for the periods presented.

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 RISK FACTORS
This offering and an investment in our ordinary shares involve a significant degree of risk. You should carefully consider the risks described below, together with the financial and other information contained in this prospectus, before you decide to purchase our ordinary shares. If any of the following risks actually occurs, our business, financial condition, results of operations, cash flow and prospects could be materially and adversely affected. As a result, the trading price of our ordinary shares could decline and you could lose all or part of your investment in our ordinary shares.
Risks Related to Our Business
The CRM BPO market is very competitive.
Our industry is very competitive, and we expect competition to remain intense from a number of sources in the future. In 2013, the top three CRM BPO companies, including us, represented approximately 12% of the global CRM BPO solutions market, based on company filings, IDC and our estimates. We believe that the principal competitive factors in the markets in which we operate are service quality, price, the ability to add value to a client’s business and industry expertise. We face competition primarily from CRM BPO companies and IT services companies. In addition, the trend toward off-shore outsourcing, international expansion by foreign and domestic competitors and continuing technological changes may result in new and different competitors entering our markets. These competitors may include entrants from the communications, software and data networking industries or entrants in geographical locations with lower costs than those in which we operate.
Some of these existing and future competitors may have greater financial, human and other resources, longer operating histories, greater technological expertise and more established relationships in the industries that we currently serve or may serve in the future. In addition, some of our competitors may enter into strategic or commercial relationships among themselves or with larger, more established companies in order to increase their ability to address customer needs and reduce operating costs, or enter into similar arrangements with potential clients. Further, trends of consolidation in our industry and among CRM BPO competitors may result in new competitors with greater scale, a broader footprint, better technologies and price efficiencies attractive to our clients. Increased competition, our inability to compete successfully, pricing pressures or loss of market share could result in reduced operating profit margins which could have a material adverse effect on our business, financial condition, results of operations and prospects.
Telefónica, certain of its affiliates and a few other major clients account for a significant portion of our revenue and any loss of a large portion of business from these clients could have a material adverse effect on our business, financial condition, results of operations and prospects.
We have derived and believe that we will continue to derive a significant portion of our revenue from companies within the Telefónica Group and a few other major client groups. For the years ended December 31, 2011, 2012 and 2013, we generated 51.1%, 50.0% and 48.5%, respectively, of our revenue from the services provided to the Telefónica Group. Our contracts with Telefónica Group companies in Brazil and Spain comprised approximately 66.3% of our revenue from the Telefónica Group for the year ended December 31, 2013. Our fifteen largest client groups (including the Telefónica Group) on a consolidated basis accounted for a total of 83.1% of our revenue for the year ended December 31, 2013.
We are party to the MSA with Telefónica for the provision of certain CRM BPO services to Telefónica Group companies which governs the services agreements entered with the Telefónica Group companies. As of December 31, 2013, 29 companies within the Telefónica Group were a party to more than 150 arm’s-length contracts with us. While our service contracts with the Telefónica Group companies have traditionally been renewed, there can be no assurance that such contracts will be renewed upon their expiration. The MSA expires on December 31, 2021, and although the MSA is an umbrella agreement which governs our services agreements with the Telefónica Group companies, the termination of the MSA on December 31, 2021 does not automatically result in a termination of any of the local services agreements in force after that date. The MSA does not
 
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contemplate any right of termination by any party prior to December 31, 2021. In addition, there can be no assurance that the MSA will be renewed upon its expiration. Furthermore, the MSA or any other agreement with any of the Telefónica Group companies may be amended in a manner adverse to us or terminated early.
In addition, there can be no assurance that the volume of work to be performed by us for the various Telefónica Group companies will not vary significantly from year to year in the aggregate, particularly since we are not the exclusive outsourcing provider for the Telefónica Group. As a consequence, our revenue or margins from the Telefónica Group may decrease in the future. A number of factors other than the price and quality of our work and the services we provide could result in the loss or reduction of business from Telefónica Group companies, and we cannot predict the timing or occurrence of any such event. For example, a Telefónica Group company may demand price reductions, increased quality standards, change its CRM BPO strategy, or under certain circumstances transfer some or all of the work and services we currently provide to Telefónica in-house.
The loss of a significant part of our revenue derived from these clients, in particular the Telefónica Group, as a result of the occurrence of one or more of the above events would have a material adverse effect on our business, financial condition, results of operations and prospects.
A substantial portion of our revenue, operations and investments are located in Latin America and we are therefore exposed to risks inherent in operating and investing in the region.
For the year ended December 31, 2013, we derived 33.0% of our revenue from Americas and 51.5% from Brazil. We intend to continue to develop and expand our facilities in the Americas and Brazil. Our operations and investments in the Americas and Brazil are subject to various risks related to the economic, political and social conditions of the countries in which we operate, including risks related to the following:
 
 	•	 	inconsistent regulations, licensing and legal requirements may increase our cost of operations as we endeavor to comply with myriad of laws that differ from one country to another in an unpredictable and adverse manner;	
 
 	•	 	currencies may be devalued or may depreciate or currency restrictions or other restraints on transfer of funds may be imposed;	
 
 	•	 	the effects of inflation and currency depreciation and fluctuation may require certain of our subsidiaries to undertake a mandatory recapitalization;	
 
 	•	 	governments may expropriate or nationalize assets or increase their participation in companies;	
 
 	•	 	governments may impose burdensome regulations, taxes or tariffs;	
 
 	•	 	political changes may lead to changes in the business environments in which we operate; and	
 
 	•	 	economic downturns, political instability and civil disturbances may negatively affect our operations.	
Any deterioration in global market and economic conditions, especially in Latin America, and, in particular in the telecommunications and financial services industries from which we generate most of our revenue, may adversely affect our business, financial condition, results of operations and prospects.
Global market and economic conditions, including in Latin America, in the past several years have presented volatility and increasing risk perception, with tighter credit conditions and recession or slow growth in most major economies continuing into 2014. Our results of operations are affected directly by the level of business activity of our clients, which in turn is affected by the level of economic activity in the industries and markets that they serve. Many of our clients’ industries are especially vulnerable to any crisis in the financial and credit markets or economic downturn. A substantial portion of our clients are concentrated in the telecommunications and financial services industries which were especially vulnerable to the global financial
 
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crisis and economic downturn that began in 2008. For the year ended December 31, 2013, 51.7% of our revenue was derived from clients in the telecommunications industry. During the same period, clients in the financial services industry (including insurance) contributed 35.2% to our revenue. Our business and future growth largely depend on continued demand for our services from clients in these industries.
As our business has grown, we have become increasingly exposed to adverse changes in general global economic conditions, which may result in reductions in spending by our clients and their customers. Global economic concerns such as the varying pace of global economic recovery continue to create uncertainty and unpredictability and may have an adverse effect on the cost and availability of credit, leading to decreased spending by businesses. Any deterioration of general economic conditions, or weak economic performance in the economies of the countries in which we operate, in particular in Brazil and Americas where, for the years ended December 31, 2011, 2012 and 2013, 83.6%, 83.7% and 84.5% of our revenue (in each case, before holding company level revenue and consolidation adjustments), respectively, was generated and in our key markets such as the telecommunications and financial services industries where, for the year ended December 31, 2013, 86.9% of our revenue was generated, may have a material adverse effect on our business, financial condition, results of operations and prospects.
Increases in employee benefits expenses as well as changes to labor laws could reduce our profit margin.
Employee benefits expenses accounted for $1,701.9 million in 2011, $1,609.5 million in 2012 and $1,643.5 million in 2013, representing 70.4%, 69.5% and 70.2%, respectively, of our revenue in those years.
Employee salaries and benefits expenses in many of the countries in which we operate, principally in Latin America, have increased during the periods presented in this prospectus as a result of economic growth, increased demand for CRM BPO services and increased competition for trained employees such as employees at our service delivery centers in Latin America. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Description of Principal Income Statement Items—Total Operating Expenses.”
We will attempt to control costs associated with salaries and benefits as we continue to add capacity in locations where we consider wage levels of skilled personnel to be satisfactory, but we may not be successful in doing so. We may need to increase salaries more significantly and rapidly than in previous periods in an effort to remain competitive, which may have a material adverse effect on our cash flows, business, financial condition, results of operations, profit margins and prospects. In addition, we may need to increase employee compensation more than in previous periods to remain competitive in attracting the quantity and quality of employees that our business requires. Wage increases or other expenses related to the termination of our employees may reduce our profit margins and have a material adverse effect on our cash flows, business, financial condition, results of operations and prospects. If we expand our operations into new jurisdictions, we may be subject to increased operating costs, including higher employee benefits expenses in these new jurisdictions relative to our current operating costs, which could have a negative effect on our profit margin.
Furthermore, most of the countries in which we operate have labor protection laws, including statutorily mandated minimum annual wage increases, legislation that imposes financial obligations on employers and laws governing the employment of workers. These labor laws in one or more of the key jurisdictions in which we operate, particularly Brazil, may be modified in the future in a way that is detrimental to our business. If these labor laws become more stringent, or if there are continued increases in statutory minimum wages or higher labor costs in these jurisdictions, it may become more difficult for us to discharge employees, or cost-effectively downsize our operations as our level of activity fluctuates, both of which would likely reduce our profit margins and have a material adverse effect on our business, financial condition, results of operations and prospects.
 
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We may fail to attract and retain enough sufficiently trained employees at our service delivery centers to support our operations, which could have a material adverse effect on our business, financial condition, results of operations and prospects.
The CRM BPO industry relies on large numbers of trained employees at service centers, and our success depends to a significant extent on our ability to attract, hire, train and retain employees. The CRM BPO industry, including us, experiences high employee turnover. On average in 2013, we experienced monthly turnover rates of 7.8% of our overall operations personnel (we include both permanent and temporary employees, counting each from his or her first day of employment with us) requiring us to continuously hire and train new employees, particularly in Latin America, where there is significant competition for trained employees with the skills necessary to perform the services we offer to our clients. In addition, we compete for employees, not only with other companies in our industry, but also with companies in other industries and in many locations where we operate there is a limited number of properly trained employees. Increased competition for these employees, in the CRM BPO industry or otherwise, could have an adverse effect on our business. Additionally, a significant increase in the turnover rate among trained employees could increase our costs and decrease our operating profit margins.
In addition, our ability to maintain and renew existing engagements, obtain new business and increase our margins will depend, in large part, on our ability to attract, train and retain employees with skills that enable us to keep pace with growing demands for outsourcing, evolving industry standards, new technology applications and changing client preferences. Our failure to attract, train and retain personnel with the experience and skills necessary to fulfill the needs of our existing and future clients or to assimilate new employees successfully into our operations could have a material adverse effect on our business, financial condition, results of operations and prospects.
Our profitability will suffer if we are not able to maintain our pricing or control or adjust costs to the level of our activity.
Our profit margin, and therefore our profitability, is largely a function of our level of activity and the rates we are able to recover for our services. If we are unable to maintain the pricing for our services or an appropriate seat utilization rate, without corresponding cost reductions, our profitability will suffer. The pricing and levels of activity we are able to achieve are affected by a number of factors, including our clients’ perceptions of our ability to add value through our services, the length of time it takes for volume of new clients to ramp up, competition, introduction of new services or products by us or our competitors, our ability to accurately estimate, attain and sustain revenue from client contracts, margins and cash flows over increasingly longer contract periods and general economic and political conditions.
Our profitability is also a function of our ability to control our costs and improve our efficiency. As we increase the number of our employees and execute our strategies for growth, we may not be able to manage the significantly larger and more geographically diverse workforce that may result, which could adversely affect our ability to control our costs or improve our efficiency. Further, because there is no certainty that our business will grow at the rate that we anticipate, we may incur expenses for the increased capacity for a significant period of time without a corresponding growth in our revenues.
If our clients decide to enter or further expand their own CRM BPO businesses in the future or current trends towards providing CRM BPO services and/or outsourcing activities are reversed, it may materially adversely affect our business, results of operations, financial condition and prospects.
None of our current agreements with our clients prevents them from competing with us in our CRM BPO business and none of our clients have entered into any non-compete agreements with us. Our current clients may seek to provide CRM BPO services similar to those we provide. Some clients conduct CRM BPO services for other parts of their own businesses and for third parties. Any decision by our key clients to enter into or further
 
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expand their CRM BPO business activities in the future could cause us to lose valuable clients and suppliers and may materially adversely affect our business, financial condition, results of operations and prospects.
Moreover, we have based our strategy of future growth on certain assumptions regarding our industry, legal framework, services and future demand in the market for such services. However, the trend to outsource business processes may not continue and could be reversed by factors beyond our control, including negative perceptions attached to outsourcing activities or government regulations against outsourcing activities. Current or prospective clients may elect to perform such services in-house to avoid negative perceptions that may be associated with using an off-shore provider. Political opposition to CRM BPO or outsourcing activities may also arise in certain countries if there is a perception that CRM BPO or outsourcing activities has a negative effect on employment opportunities.
In addition, our business may be adversely affected by potential new laws and regulations prohibiting or limiting outsourcing of certain core business activities of our clients in key jurisdictions in which we conduct our business, such as in Brazil. The introduction of such laws and regulations or the change in interpretation of existing laws and regulations could adversely affect our business, financial condition, results of operations and prospects.
The consolidation of the potential users of CRM BPO services may adversely affect our business, financial condition, results of operations and prospects.
Consolidation of the potential users of CRM BPO services may decrease the number of clients who contract our services. Any significant reduction in or elimination of the use of the services we provide as a result of consolidation would result in reduced net revenue to us and could harm our business. Such consolidation may encourage clients to apply increasing pressure on us to lower the prices we charge for our services, which could have a material adverse effect on our business, financial condition, results of operations and prospects.
Our operating results may fluctuate from one quarter to the next due to various factors including seasonality.
Our operating results may differ significantly from quarter to quarter and our business may be affected by factors such as: client losses, the timing of new contracts and of new product or service offerings, termination of existing contracts, variations in the volume of business from clients resulting from changes in our clients’ operations or the onset of certain parts of the year, such as the summer vacation period in our geographically diverse markets and the year-end holiday season in Latin America, the business decisions of our clients regarding the use of our services, start-up costs, delays or difficulties in expanding our operational facilities and infrastructure, changes to our revenue mix or to our pricing structure or that of our competitors, inaccurate estimates of resources and time required to complete ongoing projects, currency fluctuation and seasonal changes in the operations of our clients.
We typically generate less revenue in the first quarter of the year than in the second quarter as our clients generally spend less after the year-end holiday season. We have also found that our revenue increases in the last quarter of the year, particularly in November and December when our business benefits from the increased activity of our clients and their customers, who generally spend more money and are otherwise more active during the year-end holiday season. These seasonal effects also cause differences in revenue and income among the various quarters of any financial year, which means that the individual quarters of a year should not be directly compared with each other or used to predict annual financial results.
In addition, the sales cycle for our services, typically from six to 12 months (from the date the contract is entered into until the beginning of the provision of services), and the internal budget and approval processes of our prospective clients, make it difficult to predict the timing of new client engagements. Also, we recognize revenue only upon actual provision of the contracted services and when the criteria for recognition are achieved. The financial benefit of gaining a new client may not be realized at the intended time due to delays in the implementation of our services or due to an increase in the start-up costs required in building our infrastructure.
 
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These factors may make it difficult for us to prepare accurate internal financial forecasts or replace anticipated revenue that is not received as a result of these delays.
Our key clients have significant leverage over our business relationships, upon which we are dependent.
We are dependent upon the business relationships we have developed with our clients. Our service contracts generally allow our clients to modify such relationships and our commensurate level of work. Typically, the initial term of our service contracts is one to two years. Generally, our specific service contracts provide for early termination, in some cases without cause, by either party, provided 30 to 90 days prior written notice is given. Clients may also unilaterally reduce the use and number of services under our contracts without penalty. The termination or reduction in services by a substantial percentage or a significant reduction in the price of these contracts could adversely affect our business and reduce our margins. The revenue generated from our fifteen largest client groups (including Telefónica Group companies) for the year ended December 31, 2013 represented 83.1% of our revenue. Excluding revenue generated from the Telefónica Group, our next 15 largest client groups for the year ended December 31, 2013 represented in aggregate 35.0% of our revenue. In addition, a contract termination or significant reduction in the services contracted to us by a major client could result in a higher than expected number of unassigned employees, which would increase our employee benefits expenses associated with terminating employees. We may not be able to replace any major client that elects to terminate or not to renew its contract with us, which would have a material adverse effect on our business, financial condition, results of operations and prospects.
We may face difficulties as we expand our operations into countries in which we have no prior operating experience.
We may expand our global footprint in order to maintain an appropriate cost structure and meet our clients’ delivery needs. This may involve expanding into countries other than those in which we currently operate and where we have less familiarity with local procedures. It may involve expanding into less developed countries, which may have less political, social or economic stability and less developed infrastructure and legal systems. As we expand our business into new countries we may encounter economic, regulatory, personnel, technological and other difficulties that increase our expenses or delay our ability to start up our operations or become profitable in such countries. This may affect our relationships with our clients and could have an adverse effect on our business, financial condition, results of operations and prospects.
Our success depends on our key employees.
Our success depends on the continued service and performance of our executive officers and other key personnel in each of our business units, including our structure personnel. There is competition for experienced senior management and personnel with expertise in the CRM BPO industry, and we may not be able to retain our key personnel or recruit skilled personnel with appropriate qualifications and experience. Although we have entered into employment contracts with our executive officers, it may not be possible to require specific performance under a contract for personal services and in any event these agreements do not ensure the continued service of these executive officers. The loss of key members of our personnel, particularly to competitors, could have a material adverse effect on our business, financial condition, results of operations and prospects.
If we experience challenges with respect to labor relations, our overall operating costs and profitability could be adversely affected and our reputation could be harmed.
While we believe we have good relations with our employees, any work disruptions or collective labor actions may have an adverse impact on our services. Approximately 80% of our workforce is under collective bargaining agreements. Collective bargaining agreements are generally renegotiated every one to three years with the principal labor unions in seven of the countries in which we operate. If these labor negotiations are not successful or we otherwise fail to maintain good relations with employees, we could suffer a strike or other significant work stoppage or other form of industrial action, which could have a material adverse effect on our business, financial condition, results of operations and prospects and harm our reputation.
 
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We have a long selling cycle for our CRM BPO services that requires significant funds and management resources, and a long implementation cycle that requires significant resource commitments.
We have a long selling cycle for our CRM BPO services, which requires significant investment of capital, resources and time by both our clients and us. Before committing to use our services, potential clients require us to expend substantial time and resources educating them as to the value of our services and assessing the feasibility of integrating our systems and processes with theirs. Our clients then evaluate our services before deciding whether to use them. Therefore, our selling cycle, which generally ranges from six to 12 months, is subject to many risks and delays over which we have little or no control, including our clients’ decision to choose alternatives to our services (such as other providers or in-house offshore resources) and the timing of our clients’ budget cycles and approval processes.
Implementing our services involves a significant commitment of resources over an extended period of time from both our clients and us. Our clients may also experience delays in obtaining internal approvals or delays associated with technology or system implementations, thereby delaying further the implementation process. Our current and future clients may not be willing or able to invest the time and resources necessary to implement our services, and we may fail to close sales with potential clients to which we have devoted significant time and resources, which could have a material adverse effect on our business, financial condition, results of operations and prospects.
Natural events, wars, terrorist attacks and other acts of violence involving any of the countries in which we or our clients have operations could adversely affect our operations and client confidence.
Natural events (such as floods and earthquakes), terrorist attacks and other acts of violence or war may adversely disrupt our operations, lead to economic weakness in the countries in which they occur and affect worldwide financial markets, and could potentially lead to economic recession, which could have a material adverse effect on our business, financial condition, results of operations and prospects. These events could adversely affect our clients’ levels of business activity and precipitate sudden significant changes in regional and global economic conditions and cycles. These events also pose significant risks to our people and to our business operations around the world.
We may have difficulty controlling our growth and updating our internal operational and financial systems.
Since our founding in 1999, and particularly from 2004, we have experienced rapid growth and significantly expanded our operations in key regions and client industries. Our number of workstations increased from 73,249 in 2011, to 77,062 in 2012 and 78,188 in 2013. The average number of employees (excluding internships) increased from 147,042 for the year ended December 31, 2011 to 150,248 for the year ended December 31, 2012 to 155,832 for the year ended December 31, 2013.
This rapid growth places significant demands on our management and financial and operational resources. In order to manage growth effectively, we must recruit new employees and implement and improve operational systems, procedures and internal controls on a timely basis. In addition, we need to update our existing internal accounting, financial and cost control systems to ensure that we can access all necessary financial information in line with the increasing demands of our business. If we fail to implement these systems, procedures and controls or update these systems on a timely basis, we may not be able to service our clients’ needs, hire and retain new employees, pursue new business, complete future acquisitions or operate our business effectively. Failure to effectively transfer new client business to our delivery centers, properly budget transfer costs, accurately estimate operational costs associated with new contracts or access financial, accounting or cost control information in a timely fashion could result in delays in executing client contracts, trigger service level penalties or cause our profit margins not to meet our expectations. Any inability to control such growth or update our systems could materially adversely affect our business, financial condition, results of operations and prospects.
 
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If we are unable to fund our working capital requirements and new investments, our business, financial condition, results of operations and prospects could be adversely affected.
The CRM BPO industry is characterized by high working capital requirements and the need to make new investments in operating sites and employee resources to meet the requirements of our clients. Similar to our competitors in this industry, we incur significant start-up costs related to investments in infrastructure to provide our services and the hiring and training of employees, such expenses being historically incurred before revenue is generated.
In addition, we are exposed to adverse changes in our main clients’ payment policies, which could have a material adverse impact on our ability to fund our working capital needs. During the years ended December 31, 2011, 2012 and 2013, our average days sales outstanding (“DSO”) was approximately 69 days. If our key clients implement policies which extend the payment terms of our invoices, our working capital levels could be adversely affected and our finance costs may increase. As a result, under the service contracts we entered into since that time, the provisions relating to the time by which Telefónica must satisfy its payment obligations to us was extended. Our working capital was $309.0 million and $385.9 million as of December 31, 2012 and December 31, 2013, respectively. If we are unable to fund our working capital requirements, access financing at competitive prices or make investments to meet the expanding business of our existing and potential new clients, our business, financial condition, results of operations and prospects could be adversely affected.
Fluctuations in, or devaluation of, the local currencies in the countries in which we operate against the U.S. dollar could have a material adverse effect on our business, financial condition, results of operations and prospects.
As of December 31, 2013, 98.0% of our revenue was generated in countries that use currencies other than the U.S. dollar, mostly the local currencies of the Latin American countries in which we operate (particularly, currencies such as the Brazilian real, the Mexican peso, the Chilean peso and the Argentinean peso). Both Brazil and Mexico have experienced inflation and volatility in the past and some Latin American countries have recently been classified as hyperinflationary economies. While inflation may not have a significant effect on the profit and loss of a local subsidiary itself, depreciation of the local currency against the U.S. dollar would reduce the value of the dividends payable to us from our operating companies. We report our financial results in U.S. dollars and our results of operations would be adversely affected if these local currencies depreciate significantly against the U.S. dollar, which may also affect the comparability of our financial results from period to period, as we convert our subsidiaries’ statements of financial position into U.S. dollars from local currencies at the period-end exchange rate, and income and cash flow statements at average exchange rates for the year. Conversely, where we provide off-shore services to U.S. clients and our revenue is earned in U.S. dollars, an appreciation in the currency of the country in which the services are provided could result in an increase in our costs in proportion to the revenue we earn for those services. The exchange rates between these local currencies and the U.S. dollar have changed substantially in recent years and may fluctuate substantially in the future. For the years ended December 31, 2011, 2012 and 2013, these fluctuations had a significant effect on our results of operations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Affecting Results of Operations—Impact of Foreign Currency Translation.”
In addition, future government action, including interest rate decreases, changes in monetary policy or intervention in the exchange markets and other government action to adjust the value of the local currency may trigger inflationary increases. For example, governmental measures to control inflation may include maintaining a tight monetary policy with high interest rates, thereby restricting the availability of credit and reducing economic growth. As a result, interest rates may fluctuate significantly. Furthermore, losses incurred based on the exchange rate used may be exacerbated if regulatory restrictions are imposed when these currencies are converted into U.S. dollars.
The occurrence of such fluctuations, devaluations or other currency risks could have a material adverse effect on our business, financial condition, results of operations and prospects.
 
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The Brazilian government has exercised, and continues to exercise, significant influence over the Brazilian economy. This involvement, as well as Brazilian political and economic conditions, could adversely impact our business, financial condition, results of operations and prospects.
In the year ended December 31, 2013, revenue from our operations in Brazil accounted for 51.5% of our revenue and EBITDA from our operations in Brazil accounted for 51.9% of our EBITDA (in each case, before holding company level revenue and, expenses and consolidation adjustments).
Historically, the Brazilian government has frequently intervened in the Brazilian economy and occasionally made drastic changes in policy and regulations. The Brazilian government’s actions to control inflation and implement macroeconomic policies have in the past often involved wage and price controls, currency devaluations, capital controls and limits on imports, among other things. Our business, financial condition, results of operations and prospects may be adversely affected by changes in policies or regulations, or by other factors such as:
 
 	•	 	devaluations and other currency fluctuations;	
 
 	•	 	inflation rates;	
 
 	•	 	interest rates;	
 
 	•	 	liquidity of domestic capital and lending markets;	
 
 	•	 	energy shortages;	
 
 	•	 	exchange controls and restrictions on remittances abroad (such as those that were briefly imposed in 1989 and early 1990);	
 
 	•	 	monetary policy;	
 
 	•	 	minimum wage policy;	
 
 	•	 	tax policy; and	
 
 	•	 	other political, diplomatic, social and economic developments in or affecting Brazil.	
In addition, the President of Brazil has considerable power to determine governmental policies and actions that relate to the Brazilian economy and that could consequently affect our business, financial condition and results of operations. We cannot predict what policies may be implemented by the Brazilian federal or state governments and whether these policies will negatively affect our business, financial condition, results of operations and prospects.
The Brazilian government regularly implements changes to tax regimes that may increase our and our clients’ tax burdens. These changes include modifications in the rate of assessments, non-renewal of existing tax relief, such as the Plano Brasil Maior which is expected to expire by the end of 2014 and, on occasion, enactment of temporary taxes the proceeds of which are earmarked for designated governmental purposes. Increases in our overall tax burden could negatively affect our overall financial performance and profitability.
The Brazilian currency has been devalued frequently over the past four decades. Throughout this period, the Brazilian government has implemented various economic plans and used various exchange rate policies, including sudden devaluations, periodic mini-devaluations (such as daily adjustments), exchange controls, dual exchange rate markets and a floating exchange rate system. From time to time, there have been significant fluctuations in the exchange rate between the Brazilian currency and the U.S. dollar and other currencies.
In the past, Brazil’s economy has experienced balance of payment deficits and shortages in foreign exchange reserves, and the government has responded by restricting the ability of persons or entities, Brazilian or foreign, to convert Brazilian currency into any foreign currency. The government may institute a restrictive exchange control policy in the future. Any restrictive exchange control policy could prevent or restrict our access
 
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to other currencies to meet our financial obligations and our ability to pay dividends out of our Brazilian activities.
Uncertainty over whether possible changes in policies or rules affecting these or other factors may contribute to economic uncertainties in Brazil, which could adversely affect our business, financial condition, results of operation and prospects.
Adverse decisions of the Superior Labor Court or other labor authorities in Brazil with respect to the legality of outsourcing of certain activities that we provide could have a material adverse impact on our business, financial condition, results of operations and prospects.
There is no legislation in Brazil regulating outsourcing activities. The judicial system has been discussing this issue in light of the precedent “Súmula No. 331” of Brazil’s Superior Labor Court (“TST”), which does not authorize outsourcing of core business activities. TST has been issuing decisions that stipulated that call center activities are core business and cannot be outsourced for telecommunication companies. On the other hand, the Brazilian Telecommunications General Act ( Lei Geral de Telecomunicação ), or the “Act”, explicitly allows the outsourcing of certain activities by telecommunications companies. Subsequently, several companies in the telecommunications sector in Brazil have filed appeals with the Brazilian Federal Supreme Court, based on the ground that Labor Court decisions are inconsistent with the provisions of the Act. At issue in certain of these cases is also whether the Act is constitutional. To date, no decision on the merits has been issued on these appeals filed with the Brazilian Federal Supreme Court and we cannot predict when any such decision would be issued nor what the final outcome of such cases will be. In addition, there is currently a bill under consideration at the Brazilian Congress to pass a law that would permit and regulate the outsourcing business in Brazil generally. We cannot assure you that such bill will eventually be approved and become law in Brazil or that, if approved, will not be less favorable to our operations.
It is possible that our clients in other industries could be subject to future similar adverse decisions of Brazilian labor courts relating to the interpretation of Súmula 331 and the legality of outsourcing activities. Further adverse decisions of these courts, whether in the telecommunications industry or other industries, with respect to the scope of activities that are permitted to be outsourced, or an adverse decision by the Brazilian Federal Supreme Court in any of the appeals described above, may inhibit or prevent our existing and potential new clients from outsourcing activities. In addition, our service contracts generally require us to indemnify our clients for certain labor-related claims against them by our employees and consequently, future adverse decisions could have a material adverse effect on our business, financial condition, results of operations and prospects.
Argentina has undergone significant political, social and economic instability in the past several years, and if such instability continues or worsens, our Argentine operations could be materially adversely affected.
In 2013, our operations in Argentina accounted for 8.5% of our revenue and 7.6% of our EBITDA (in each case, before holding company level revenue and expenses and consolidation adjustments).
Political and Currency Risk. Over the past several years, the Argentine economy has experienced a severe recession, as well as a political and social crisis, and the abandonment of the U.S. dollar/Argentine peso parity in January 2002 that led to the significant depreciation of the Argentine peso against major international currencies. Depending on the relative impact of other variables affecting our operations, including technological changes, inflation, gross domestic product (“GDP”) growth, and regulatory changes, continued the depreciation of the Argentine peso may have a negative impact on our Argentine business. For example, in 2013, the Argentine peso depreciated approximately 25% against the U.S. dollar.
Since the abandonment of the U.S. dollar/Argentine peso parity, the Argentine government has implemented measures attempting to address its effects, regain access to financial markets, restore liquidity to the financial
 
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system, reduce unemployment and stimulate the economy. Although general political, economic and social conditions in Argentina have improved since 2003, significant uncertainties remain regarding the country’s economic and political future. There have been a number of negative economic and political developments since 2008 that have increased the level of uncertainty. The country has been experiencing high inflation in recent years and there can be no assurance that Argentina will not experience another recession, higher inflation, devaluation, unemployment and social unrest in the future. Argentine government measures concerning the economy, including measures related to inflation, interest rates, foreign exchange controls and currency exchange rates have had and may continue to have a material adverse effect on private sector entities, including our Argentine operations.
Restrictions on Transfer of Funds. Under current foreign exchange regulations, there are restrictions on the transfer of funds into and from Argentina. In October 2011, the Argentine government introduced additional restrictions in connection with the transfer of funds. These measures oblige oil, gas and mining companies to repatriate 100% of their foreign currency earnings; insurance companies to sell all their foreign assets and repatriate the proceeds, and require official approval to buy U.S. dollars, which approval is contingent on previous tax declarations proving the necessary income. There can be no assurance that the Argentine government will not impose new restrictions on the transfer of funds from Argentina. Transfers of U.S. dollars out of Argentina are subject to prior government approval and are therefore subject to the political and fiscal situation at the time such transfer request is made. The possibility that the government further restricts, either directly or indirectly, the transfer of dividends from local companies to their foreign shareholders should not be ruled out. If we are unable to repatriate funds from Argentina for whatever reason, we will not be able to use the cash flow from our Argentine operations to finance our operating requirements elsewhere or to satisfy our debt obligations.
In addition, there are restrictions on the transfer of funds into Argentina. Specifically, there are minimum repayment terms and a mandatory one year deposit requirement for funds transferred into Argentina in connection with indebtedness owed to non-Argentine residents, certain portfolio investments made by non-Argentine residents and the repatriation of funds by Argentine residents exceeding $2.0 million per month. Certain transactions are exempt from the mandatory one year deposit requirement, including foreign loans to finance imports and exports, loans to the non-financial sector with an average term of at least two years (including principal and interest payments) if such funds are used exclusively for investments in non-financial assets, direct investments from non-residents and financing obtained to repay foreign financial debt when the proceeds of the loan are used to repay such foreign debt, in compliance with their corporate purpose, by multilateral and bilateral credit institutions and official credit agencies. There can be no assurance that these restrictions will not affect our ability to finance our operations in Argentina.
We may seek to acquire suitable companies in the future and if we cannot find suitable targets or cannot integrate these companies properly into our business after acquiring them, it could have a material adverse effect on our business, results of operations, financial condition and prospects.
While we have grown almost exclusively organically, we may in the future pursue transactions, including acquisitions of complementary businesses, to expand our product offerings and geographic presence as part of our business strategy. These transactions could be material to our financial condition and results of operations. We may not complete future transactions in a timely manner, on a cost-effective basis, or at all, and we may not realize the expected benefits of any acquisition or investments. Other companies may compete with us for these strategic opportunities. We also could experience negative effects on our results of operations and financial condition from Acquisition related charges, amortization of intangible assets and asset impairment charges, and other issues that could arise in connection with, or as a result of, the acquisition of the acquired company, including regulatory or compliance issues that could exist for an acquired company or business and potential adverse short-term effects on results of operations through increased costs or otherwise. These effects, individually or in the aggregate, could cause a deterioration of our credit profile and result in reduced availability of credit to us or in increased borrowing costs and interest expense in the future. Additionally, the inability to
 
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identify suitable acquisition targets or investments or the inability to complete such transactions may affect our competitiveness. Furthermore, we may not be able to integrate effectively such future acquisitions into our operations and may not obtain the profitability we expect from such acquisitions. Any such risks related to future acquisitions could have a material adverse effect on our business, results of operations, financial condition and prospects.
Our ability to provide our services depends in part upon the quality and reliability of the facilities, machinery and equipment provided by our technology and telecommunications providers, our reliance on a limited number of suppliers of such technology and the services and products of our clients.
The success of our business depends in part on our ability to provide high quality and reliable services, which in part depends upon the proper functioning of facilities, machinery and equipment (including appropriate hardware and software and technological applications) provided by third parties and our reliance on a limited number of suppliers of such technology, and is, therefore, beyond our control.
We also depend on the communication services provided by local communication companies in the countries in which we operate, and any significant disruptions in these services would adversely affect our business. If these or other third party providers fail to maintain their equipment properly or fail to provide proper services in a timely or reliable manner our clients may experience service interruptions. If interruptions adversely affect our services or the perceived quality and reliability of our services, we may lose client relationships or be forced to make significant unplanned investments in the purchase of additional equipment from other providers to ensure that we can continue to provide high quality and reliable services to our clients. In addition, if one or more of the limited number of suppliers of our technology could not deliver or provide us with the requisite technology on a timely basis, our clients could suffer further interruptions. Any such interruptions may have a material adverse effect on our business, financial condition, results of operations and prospects.
In addition, in some areas of our business, we depend upon the quality and reliability of the services and products of our clients which we help to sell to their end customers. If the services and products we provide to our clients experience technical difficulties, we may have a harder time selling these services and products to other clients, which may have an adverse effect on our business, financial condition, results of operations and prospects.
Our business depends in part on our capacity to invest in technology as it develops and substantial increases in the costs of technology and telecommunications services which we rely on from third parties could have a material adverse effect on our business, financial condition, results of operations and prospects.
The CRM BPO industry in which we operate is subject to the periodic introduction of new technology which often can enable us to service our clients more efficiently and cost effectively. Our business is partly linked to our ability to recognize these new technological innovations from industry leading providers of such technology and to apply these technological innovations to our business. See “Business—Technology and Operations.” If we do not recognize the importance of a particular new technology to our business in a timely manner or are not committed to investing in and developing such new technology and applying these technologies to our business, our current products and services may be less attractive to existing and new clients, and we may lose market share to competitors who have recognized these trends and invested in such technology. There can be no assurance that we will have sufficient capacity or capital to meet these challenges. Any such failure to recognize the importance of such technology or a decision not to invest and develop such technology that keeps pace with evolving industry standards and changing client demands could have a material adverse effect on our business, financial condition, results of operations and prospects.
In addition, any increases in the cost of telecommunications services and products provided by third parties, including telecommunications equipment, software, IT products and related IT services and call center workstations have a direct effect on our operating costs. The cost of telecommunications services is subject to a
 
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number of factors, including changes in regulations and the telecommunications market as well as competitive factors, for example, the concentration and bargaining power of technology and telecommunications suppliers, most of which are beyond our control or which we cannot predict. The increase in the costs of these essential services and products could have a material adverse effect on our business, financial condition, results of operations and prospects.
If our services do not comply with the quality standards required by our clients or we are in breach of our obligations under our agreements with our clients, our clients may assert claims for reduced payments to us or substantial damages against us, which could have a material adverse effect on our business, financial condition, results of operations and prospects.
Most of our contracts with clients contain service level and performance requirements, including requirements relating to the quality of our services and the timing and quality of responses to the client’s inquiries. In some cases, the quality of services that we provide is measured by quality assurance indicators and surveys which are based in part on the results of direct monitoring by our clients of interactions between our employees and their customers. Failure to consistently meet service requirements of a customer or errors made by our employees in the course of delivering services to customers could disrupt our client’s business and result in a reduction in revenue or a claim for substantial damages against us. For example, some of our agreements stipulate standards of service that, if not met by us, would result in lower payments to us. We also enter into variable pricing arrangements with certain clients and the quality of services provided may be a component of the calculation of the total amounts received from such clients under these arrangements.
In addition, in connection with our service contracts, certain representations may be made, including representations relating to the quality of our services, the ability of our associates and our project management techniques. A failure or inability to meet these requirements or a breach of such representations could seriously damage our reputation and affect our ability to attract new business or result in a claim for damages against us, which could have a material adverse effect on our business, financial condition, results of operations and prospects.
Our business operations are subject to various regulations and the amendment of these regulations or enactment of new regulations could require us to make additional expenditures, restrict our business operations or expose us to significant fines or penalties in the case of non-compliance with such regulations.
Our business operations must be conducted in accordance with a number of sometimes conflicting government regulations, including but not limited to, data protection laws and consumer laws, as well as trade restrictions and sanctions, tariffs, taxation, data privacy and labor relations.
Under data protection laws, we are typically required to manage, utilize and store sensitive or confidential customer data in connection with the services we provide. Under the terms of our client contracts, we represent that we will keep such information strictly confidential. Furthermore, we are subject to local data protection laws, consumer laws and/or “do not call list” regulations in most of the countries in which we operate, all of which may require us to make additional expenditures to ensure compliance with these regulations. We also believe that we will be subject to additional laws and regulations in the future that may be stricter than those currently in force to protect consumers and end users. We seek to implement measures to protect sensitive and confidential customer data in accordance with client contracts and data protection laws and consumer laws. If any person, including any of our employees, penetrates our network security or otherwise mismanages or misappropriates sensitive or confidential customer data, we could be subject to significant fines for breaching privacy or data protection and consumer laws or lawsuits from our clients or their customers for breaching contractual confidentiality provisions which could result in negative publicity, legal liability, loss of clients and damage to our reputation, each of which could have a material adverse effect on our business, financial condition, results of operations and prospects. Moreover, our insurance coverage for breaches or mismanagement of such data may
 
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not be sufficient to cover one or more large claims against us and our insurers may disclaim coverage as to any future claims.
In addition, our business operations may be impacted if current regulations are made stricter or more broadly applied or if new regulations are adopted. Violations of these regulations could impact our reputation and result in financial liability, criminal prosecution, unfavorable publicity, restrictions on our ability to process information and breach of our contractual commitments. Any broadening of current regulations or the introduction of new regulations may require us to make additional expenditures, restrict our business operations or expose us to significant fines or penalties. Any such violations or changes in regulations could, as a result, have a material adverse effect on our business, financial condition, results of operations and prospects.
Damage or disruptions to our key technology systems and facilities either through events beyond or within our control that adversely affect our clients’ businesses, could have a material adverse effect on our business, financial condition, results of operations and prospects.
Our key technology systems and facilities may be damaged in natural disasters such as earthquakes or fires or subject to damage or compromise from human error, technical disruptions, power failure, computer glitches and viruses, telecommunications failures, adverse weather conditions and other unforeseen events, all of which are beyond our control or through bad service or poor performance which are within our control. Such events may cause disruptions to information systems, electrical power and telephone service for sustained periods. Any significant failure, damage or destruction of our equipment or systems, or any major disruptions to basic infrastructure such as power and telecommunications systems in the locations in which we operate, could impede our ability to provide services to our clients and thus adversely affect their businesses, have a negative impact on our reputation and may cause us to incur substantial additional expenses to repair or replace damaged equipment or facilities.
While we currently have property damage insurance in force, our insurance coverage may not be sufficient to guarantee costs of repairing the damage caused from such disruptive events and such events may not be covered under our policies. Prolonged disruption of our services, even if due to events beyond our control could also entitle our clients to terminate their contracts with us, which would have a material adverse effect on our business, financial condition, results of operations and prospects.
Tax matters, new legislation and actions by taxing authorities may have an adverse effect on our operations, effective tax rate and financial condition.
We may not be able to predict our future tax liabilities due to the international nature of our operations, as we are subject to the complex and varying tax laws and rules of several foreign jurisdictions. Our results of operations and financial condition could be adversely affected if tax contingencies are resolved adversely or if we become subject to increased levels of taxation.
We are also subject to income taxes in the United States and numerous other foreign jurisdictions. Our tax expense and cash tax liability in the future could be adversely affected by numerous factors, including, but not limited to, changes in tax laws, regulations, accounting principles or interpretations and the potential adverse outcome of tax examinations and pending tax-related litigation. Changes in the valuation of deferred tax assets and liabilities, which may result from a decline in our profitability or changes in tax rates or legislation, could have a material adverse effect on our tax expense. The governments of foreign jurisdictions from which we deliver services may assert that certain of our clients have a “permanent establishment” in such foreign jurisdictions by reason of the activities we perform on their behalf, particularly those clients that exercise control over or have substantial dependency on our services. Such an assertion could affect the size and scope of the services requested by such clients in the future.
Transfer pricing regulations to which we are subject require that any transaction among us and our subsidiaries be on arm’s-length terms. If the applicable tax authorities were to determine that the transactions
 
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among us and our subsidiaries do not meet arms’ length criteria, we may incur increased tax liability, including accrued interest and penalties. Such increase on our tax expenses would reduce our profitability and cash flows.
Unauthorized disclosure of sensitive or confidential client and customer data, whether through breach of our computer systems or otherwise, could expose us to protracted and costly litigation and cause us to lose clients.
We are typically required to collect and store sensitive data in connection with our services, including names, addresses, social security numbers, credit card account numbers, checking and savings account numbers and payment history records, such as account closures and returned checks. As the complexity of information infrastructure continuous to grow, the potential risk of security breaches and cyber-attacks increases. Such breaches can lead to shutdowns or system interruptions, and potential unauthorized disclosure of sensitive or confidential information. We are also subject to numerous laws and regulations designed to protect this information. Laws and regulations that impact our business are increasing in complexity, change frequently, and at times conflict among the various jurisdictions where we do business.
In addition, many of our service agreements with our clients do not include any limitation on our liability to clients with respect to breaches of our obligation to keep the information we receive confidential. We take precautions to protect confidential client and customer data. However, if any person, including any of our employees, gains unauthorized access or penetrates our network security or otherwise mismanages or misappropriates sensitive data or violates our established data and information security controls, we could be subject to significant liability to our clients or their customers for breaching contractual confidentiality provisions or privacy laws, including legal proceedings, monitory damages, significant remediation costs and regulatory enforcement actions. Penetration of the network security of our data centers could have a negative impact on our reputation, which could have a material adverse effect on our business, results of operations, financial condition and prospects.
Our results of operations could be adversely affected if we are unable to maintain effective internal controls.
Any internal and disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The design of a control system must consider the benefits of controls relative to their costs. Inherent limitations within a control system include the realities that judgments in decision—making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by individuals acting alone or in collusion with others to override controls. Accordingly, because of the inherent limitations in the design of a cost effective control system, misstatements due to error or fraud may occur and may not always be prevented or timely detected. If we are unable to assert that our internal controls over financial reporting are effective now or in the future, or if our auditors are unable to express an opinion on the effectiveness of our internal controls, we could lose investor confidence in the accuracy and completeness of our financial reports, which could have an adverse effect on our stock price.
We are a party to a number of labor disputes resulting from our operations in Brazil.
As of December 31, 2013, Atento Brasil, S.A. (“Atento Brazil”) was party to approximately 8,610 labor disputes initiated by our employees or former employees for various reasons, such as dismissals or disputes over employment conditions. The total amount of these claims amounted to $110.1 million, of which $71.9 million related to claims that have been classified as probable by our internal and external lawyers, $34.6 million classified as possible and $3.6 million classified as remote. In connection with such disputes, Atento Brasil and its affiliates have, in accordance with local laws, deposited $48.7 million with the Brazilian courts as security for claims made by employees or former employees (the “Judicial Deposits”). In addition, considering the levels of litigation in Brazil and our historical experience with these types of claims, as of December 31, 2013, we have recognized $71.9 million of provisions. We are also a party to various labor disputes and potential disputes in
 
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other jurisdictions in which we operate, including Argentina and Mexico. If our provisions for such claims are insufficient or the claims against us rise significantly in the future, this could have a material adverse effect on our business, financial condition, results of operations and prospects. See “Business—Legal Proceedings.”
Our existing debt may affect our flexibility in operating and developing our business and our ability to satisfy our obligations.
As of December 31, 2013, we had total indebtedness of $1,370.8 million. Our level of indebtedness may have significant negative effects on our future operations, including:
 
 	•	 	impairing our ability to obtain additional financing in the future (or to obtain such financing on acceptable terms) for working capital, capital expenditures, acquisitions or other important needs;	
 
 	•	 	requiring us to dedicate a substantial portion of our cash flow to the payment of principal and interest on our indebtedness, which could impair our liquidity and reduce the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other important needs;	
 
 	•	 	increasing the possibility of an event of default under the financial and operating covenants contained in our debt instruments; and	
 
 	•	 	limiting our ability to adjust to rapidly changing conditions in the industry, reducing our ability to withstand competitive pressures and making us more vulnerable to a downturn in general economic conditions or business than our competitors with less debt.	
If we are unable to generate sufficient cash flow from operations to service our debt, we may be required to refinance all or a portion of our existing debt or obtain additional financing. We cannot assure you that any such refinancing would be possible or that any additional financing could be obtained. Our inability to obtain such refinancing or financing may have a material adverse effect on our business, financial condition, results of operations and prospects.
During 2013, our cash flow used for debt service totaled $312.8 million, which includes voluntary prepayments of our Brazilian Debentures of $48.8 million, reductions of $200.7 million in principal of our debt outstanding that resulted from refinancing of debt, and interest payments of $63.3 million. Also during 2013, our net cash flows from operating activities totaled $99.6 million, which includes interest paid of $63.3 million. As such, our net cash flows from operating activities, excluding interest paid, amounted to $162.9 million. Cash flow used to service our debt represented 192.0% of our net cash flows from operating activities excluding interest expense. Excluding the voluntary prepayments of our Brazilian Debentures and the reduction in principal outstanding mentioned above, cash flow used for debt service would have represented 38.9% of the net cash flows from operating activities, excluding interest paid.
In addition, several of our financing arrangements contain a number of covenants and restrictions including limits on our ability and our subsidiaries’ ability to incur additional debt, pay dividends and make certain investments. Complying with these covenants may cause us to take actions that make it more difficult to successfully execute our business strategy and we may face competition from companies not subject to such restrictions. Moreover, our failure to comply with these covenants could result in an event of default or refusal by our creditors to renew certain of our loans.
 
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Risks Related to Investment in a Luxembourg Company
We are a Luxembourg public limited liability company (“société anonyme”) and it may be difficult for you to obtain or enforce judgments against us or our executive officers and directors in the United States.
We are organized under the laws of the Grand Duchy of Luxembourg. Most of our assets are located outside the United States. Furthermore, some of our directors and officers named in this prospectus reside outside the United States and most of their assets are located outside the United States. As a result, investors may find it difficult to effect service of process within the United States upon us or these persons or to enforce outside the United States judgments obtained against us or these persons in U.S. courts, including judgments in actions predicated upon the civil liability provisions of the U.S. federal securities laws. Likewise, it may also be difficult for an investor to enforce in U.S. courts judgments obtained against us or these persons in courts located in jurisdictions outside the United States, including actions predicated upon the civil liability provisions of the U.S. federal securities laws. It may also be difficult for an investor to bring an original action in a Luxembourg court predicated upon the civil liability provisions of the U.S. federal securities laws against us or these persons. Luxembourg law, furthermore, does not recognize a shareholder’s right to bring a derivative action on behalf of the Company.
As there is no treaty in force on the reciprocal recognition and enforcement of judgments in civil and commercial matters between the United States and the Grand Duchy of Luxembourg, courts in Luxembourg will not automatically recognize and enforce a final judgment rendered by a U.S. court. The enforceability in Luxembourg courts of judgments entered by U.S. courts will depend upon the conditions set forth in the Luxembourg procedural code, which may include the following:
 
 	•	 	the judgment of the U.S. court is enforceable ( exécutoire ) in the United States;	
 
 	•	 	the U.S. court had full jurisdiction over the subject matter leading to the judgment (that is, its jurisdiction was in compliance both with Luxembourg private international law rules and with the applicable domestic U.S. federal or state jurisdictional rules);	
 
 	•	 	the U.S. court has applied to the dispute the substantive law designated by the Luxembourg conflict of law rules (although some first instance decisions rendered in Luxembourg—which have not been confirmed by the Court of Appeal—no longer apply this condition);	
 
 	•	 	the judgment of the U.S. court must not have been obtained by fraud, but in compliance with its own procedural rules and in particular the rights of the defendant; and	
 
 	•	 	the judgment of the U.S. court does not contravene Luxembourg international public policy.	
Our directors and officers, past and present, are entitled to indemnification from us to the fullest extent permitted by Luxembourg law against liability and all expenses reasonably incurred or paid by him in connection with any losses or liabilities, claim, action, suit or proceeding in which he is involved by virtue of his being or having been a director or officer and against amounts paid or incurred by him in the settlement thereof, subject to limited exceptions. To the extent allowed by law, the rights and obligations among us and any of our current or former directors and officers will be governed exclusively by the laws of Luxembourg and subject to the jurisdiction of the Luxembourg courts, unless such rights or obligations do not relate to or arise out of their capacities as directors or officers. Although there is doubt as to whether U.S. courts would enforce such a provision in an action brought in the United States under U.S. securities laws, such provision could make enforcing judgments obtained outside Luxembourg more difficult to enforce against our assets in Luxembourg or in jurisdictions that would apply Luxembourg law.
Our shareholders may have more difficulty protecting their interests than they would as shareholders of a U.S. corporation.
Our corporate affairs are governed by our articles of association and by the laws governing public limited liability companies organized under the laws of the Grand Duchy of Luxembourg. The rights of our shareholders
 
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and the responsibilities of our directors and officers under Luxembourg law are different from those applicable to a corporation incorporated in the United States. Luxembourg law and regulations in respect of corporate governance matters might not be as protective of minority shareholders as state corporation laws in the United States. Therefore, our shareholders may have more difficulty in protecting their interests in connection with actions taken by our directors and officers or our principal shareholders than they would as shareholders of a corporation incorporated in the United States. See “Comparison of Shareholder Rights” for a discussion of differences between Luxembourg and Delaware corporate law.
You may not be able to participate in equity offerings, and you may not receive any value for rights that we may grant.
Pursuant to Luxembourg law on commercial companies, dated August 10, 1915, as amended (the “Luxembourg Corporate Law”), existing shareholders are generally entitled to pre-emptive subscription rights in the event of capital increases and issues of shares against cash contributions. However, prior to the completion of this offering, our articles of association will provide that pre-emptive subscription rights can be limited, waived or cancelled until                     ,      and the general meeting of our shareholders may renew, expand or amend such authorization. “Description of Share Capital—Pre-emptive Rights.”
Luxembourg insolvency laws may offer our shareholders less protection than they would have under U.S. insolvency laws.
As a company organized under the laws of the Grand Duchy of Luxembourg and with our registered office in Luxembourg, we are subject to Luxembourg insolvency laws in the event any insolvency proceedings are initiated against us including, amount other things, Council Regulation (EC) No. 1346/2000 of May 29, 2000 on insolvency proceedings. Should courts in another European country determine that the insolvency laws of that country apply to us in accordance with and subject to such EU regulations, the courts in that country could have jurisdiction over the insolvency proceedings initiated against us. Insolvency laws in Luxembourg or the relevant other European country, if any, may offer our shareholders less protection than they would have under U.S. insolvency laws and make it more difficult for them to recover the amount they could expect to recover in a liquidation under U.S. insolvency laws.
Risks Related to Our Ordinary Shares and this Offering
Control by Bain Capital could adversely affect our other shareholders.
When this offering is completed, Bain Capital will control Topco and Topco, will, through its ownership of PikCo, own, directly or indirectly, approximately     % of our ordinary shares, assuming no exercise of the underwriters’ option to purchase additional ordinary shares in this offering. As a result, Bain Capital will have a continuing ability to control our board of directors and to exercise significant influence over our affairs for the foreseeable future, including controlling the election of directors and significant corporate transactions, such as a merger or other sale of our Company or our assets.
In addition, because we are a foreign private issuer, we will not be subject to the independence requirements of the New York Stock Exchange that require that our board of directors be comprised of a majority of independent directors, that we have a compensation committee comprised solely of independent directors and that we have a nominating and governance committee comprised solely of independent directors.
This concentrated control by Bain Capital will limit the ability of other shareholders to influence corporate matters and, as a result, we may take actions that our other shareholders do not view as beneficial. For example, this concentration of ownership could have the effect of delaying or preventing a change in control or otherwise discouraging a potential acquirer from attempting to obtain control of us, which in turn could cause the market price of our ordinary shares to decline or prevent our shareholders from realizing a premium over the market price for their ordinary shares.
 
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As a foreign private issuer, we are permitted to, and we will, rely on exemptions from certain corporate governance standards applicable to U.S. issuers, including the requirement that a majority of an issuer’s directors consist of independent directors. This may afford less protection to holders of our ordinary shares.
The New York Stock Exchange listing rules requires listed companies to have, among other things, a majority of their board members be independent, and to have independent director oversight of executive compensation, nomination of directors and corporate governance matters. As a foreign private issuer, however, while we intend to comply with these requirements within the permitted phase-in periods, we are permitted to follow home country practice in lieu of the above requirements. Luxembourg law, the law of our home country, does not require that a majority of our board consist of independent directors or the implementation of a nominating and corporate governance committee, and our board may thus in the future not include, or include fewer, independent directors than would be required if we were subject to the New York Stock Exchange listing rules, or they may decide that it is in our interest not to have a compensation committee or nominating and corporate governance committee, or have such committees governed by practices that would not comply with New York Stock Exchange listing rules. Since a majority of our board of directors may not consist of independent directors if we decide to rely on the foreign private issuer exemption to the New York Stock Exchange listing rules, our board’s approach may, therefore, be different from that of a board with a majority of independent directors, and as a result, the management oversight of our Company could, in the future, be more limited than if we were subject to the New York Stock Exchange listing rules.
Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as companies that are not foreign private issuers whose securities are registered under the Exchange Act. In addition, we are not required to comply with Regulation FD, which restricts the selective disclosure of material information. As a result, our shareholders may not have access to information they deem important, which may result in our shares being less attractive to investors.
We may be classified as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. Holders of our ordinary shares.
Based on the anticipated market price of our ordinary shares in this offering and expected price of our ordinary shares following this offering, and the composition of our income, assets and operations, we do not expect to be treated as a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes for the current taxable year or in the foreseeable future. However, the application of the PFIC rules is subject to uncertainty in several respects, and we cannot assure you the U.S. Internal Revenue Service will not take a contrary position. Furthermore, this is a factual determination that must be made annually after the close of each taxable year. If we are a PFIC for any taxable year during which a U.S. Holder (as defined in “Material Tax Considerations—Material United States Federal Income Tax Considerations”) holds our ordinary shares, certain adverse U.S. federal income tax consequences could apply to such U.S. Holder. See “Material Tax Considerations—Material United States Federal Income Tax Considerations—Potential Application of Passive Foreign Investment Company Provisions.”
There has been no prior public market for our ordinary shares, and an active trading market may not develop or be sustained.
Prior to this offering, there has been no public market for our ordinary shares. We cannot predict the extent to which a trading market for our ordinary shares will develop or how liquid that market might become. An active trading market for our ordinary shares may never develop or may not be sustained, which could adversely affect your ability to sell your ordinary shares and the market price of your ordinary shares. Also, if you purchase ordinary shares in this offering, you will pay a price that was not established in public trading markets. The initial public offering price for the ordinary shares will be determined by negotiations between us, the selling shareholder and the underwriters and does not purport to be indicative of prices at which our ordinary shares will trade upon completion of this offering. Consequently, you may not be able to sell your ordinary shares above the initial public offering price and may suffer a loss on your investment.
 
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The market price of our ordinary shares may be volatile and may trade at prices below the initial public offering price.
The stock market in general, and the market for equities of newly-public companies in particular, have been highly volatile. As a result, the market price of our ordinary shares is likely to be similarly volatile, and investors in our ordinary shares may experience a decrease, which could be substantial, in the value of their ordinary shares, including decreases unrelated to our operating performance or prospects, or a complete loss of their investment. The price of our ordinary shares could be subject to wide fluctuations in response to a number of factors, including those listed elsewhere in this “Risk Factors” section and others such as:
 
 	•	 	variations in our operating performance and the performance of our competitors;	
 
 	•	 	actual or anticipated fluctuations in our quarterly or annual operating results;	
 
 	•	 	changes in our revenues or earnings estimates or recommendations by securities analysts;	
 
 	•	 	publication of research reports by securities analysts about us or our competitors or our industry;	
 
 	•	 	our failure or the failure of our competitors to meet analysts’ projections or guidance that we or our competitors may give to the market;	
 
 	•	 	additions or departures of key personnel;	
 
 	•	 	strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments or changes in business strategy;	
 
 	•	 	announcement of technological innovations by us or our competitors;	
 
 	•	 	the passage of legislation, changes in interpretations of laws or other regulatory events or developments affecting us;	
 
 	•	 	speculation in the press or investment community;	
 
 	•	 	changes in accounting principles;	
 
 	•	 	terrorist acts, acts of war or periods of widespread civil unrest;	
 
 	•	 	changes in general market and economic conditions;	
 
 	•	 	changes or trends in our industry;	
 
 	•	 	investors’ perception of our prospects; and	
 
 	•	 	adverse resolution of any new or pending litigation against us.	
In the past, securities class action litigation has often been initiated against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs and divert our management’s attention and resources, and could also require us to make substantial payments to satisfy judgments or to settle or defend litigation.
A total of          or         % of our total outstanding ordinary shares after the offering are restricted from immediate resale, but may be sold on a stock exchange in the near future. The large number of ordinary shares eligible for public sale or subject to rights requiring us to register them for public sale could depress the market price of our ordinary shares.
The market price of our ordinary shares could decline as a result of sales of a large number of our ordinary shares in the market after this offering, and the perception that these sales could occur may also depress the market price of our ordinary shares. We will have          ordinary shares outstanding after this offering. Of these shares,          ordinary shares sold in this offering will be freely tradable in the United States, except for any ordinary shares purchased by our “affiliates” as defined in Rule 144 under the Securities Act.
The holders of          outstanding ordinary shares have agreed with the underwriters, subject to a number of exceptions, not to dispose of or hedge any of their ordinary shares during the 180-day period beginning on the
 
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date of this prospectus, except with the prior written consent of the representatives of the underwriters in this offering. After the expiration of the 180-day restricted period, these ordinary shares may be sold in the public market in the United States, subject to prior registration in the United States, if required, or reliance upon an exemption from U.S. registration, including, in the case of ordinary shares held by affiliates, compliance with the volume restrictions of Rule 144. See “Shares Eligible for Future Sale.”
Upon completion of this offering, the holders of              ordinary shares, or         % of our outstanding ordinary shares as of                     , 2014, will be entitled, under contracts providing for registration rights, to require us to register our ordinary shares owned by them with the SEC. Upon effectiveness of any registration statement, subject to lock-up agreements with the representatives of the underwriters, those ordinary shares will be available for immediate resale in the United States in the open market.
Sales of our ordinary shares as restrictions expire or pursuant to registration rights may make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate. These sales, or the perception that such sales could occur, also could cause the market price for our ordinary shares to fall and make it more difficult for you to sell our ordinary shares.
Purchasers in this offering will immediately experience substantial dilution in net tangible book value of their ordinary shares.
The initial public offering price of our ordinary shares in this offering is considerably higher than the net tangible book value per ordinary share. Purchasers in this offering will suffer immediate dilution of $         per ordinary share of pro forma net tangible book value, based on the sale of ordinary shares to be sold in this offering at an assumed initial public offering price of $         per ordinary share (the mid-point of the price range set forth on the cover of this prospectus). See “Dilution.”
After the completion of this offering, we may not pay any dividends. Accordingly, investors may only realize future gains on their investments if the price of their ordinary shares increases, which may never occur.
Though we currently intend to pay dividends after the completion of this offering, any such determination to pay dividends will be at the discretion of our board directors. The payment of cash distributions on ordinary shares is restricted under the terms of our Senior Secured Notes, Brazilian Debentures, the Vendor Loan Note and our CVIs. In addition, because we are a holding company, our ability to make any distributions on ordinary shares may be limited by restrictions on our ability to obtain sufficient funds from subsidiaries, including restrictions under the terms of our Senior Secured Notes, Brazilian Debentures, the Vendor Loan Note and our CVIs. Furthermore, under the laws of Luxembourg, we are able to make distributions only to the extent that we have profits available and distributable reserves. Accordingly, investors may only realize future gains on their investments if the price of their ordinary shares increases, which may never occur. See “Dividend Policy.”
If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our ordinary shares or if our operating results do not meet their expectations, the price of our ordinary shares could decline.
The market price of our ordinary shares will be influenced by the research and reports that industry or securities analysts publish about us or our business. If one or more of these analysts cease coverage of our Company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause the market price of our ordinary shares or its trading volume to decline. Moreover, if one or more of the analysts who cover our Company downgrade our ordinary shares or if our operating results or prospects do not meet their expectations, the market price of our ordinary shares could decline.
 
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Future equity issuances may dilute the holdings of ordinary shareholders and could materially affect the market price of our ordinary shares.
We may in the future decide to offer additional equity to raise capital or for other purposes. Any such additional offering could reduce the proportionate ownership and voting interests of holders of our ordinary shares, as well as our earnings per ordinary share and net asset value per ordinary share. Future sales of substantial amounts of our ordinary shares in the public market, whether by us or by our existing shareholders, or the perception that sales could occur, may adversely affect the market price of our shares, which could decline significantly.
We will incur increased costs as a result of becoming a public company.
As a public company, we will incur significant legal, accounting, insurance and other expenses that we have not incurred as a private company, including costs associated with public company reporting requirements. We also have incurred and will incur costs associated with the Sarbanes-Oxley Act of 2002 and the Dodd Frank Wall Street Reform and Consumer Protection Act and related rules implemented by the SEC and the New York Stock Exchange. The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing in recent years. We expect that compliance with these rules and regulations will increase our legal and financial compliance costs and make some activities more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty. These laws and regulations could also make it more difficult or costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. These laws and regulations could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as our executive officers. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of our ordinary shares, fines, sanctions and other regulatory action and potentially civil litigation.
Compliance with Section 404 of the Sarbanes-Oxley Act of 2002 will require significant expenditures and effort by management, and if our independent registered public accounting firm is unable to provide an unqualified attestation report on our internal controls, the market price of our ordinary shares could be adversely affected.
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 and related rules and regulations and beginning with our Annual Report on Form 20-F for the year ending December 31, 2015, our management will be required to report on, and our independent registered public accounting firm to attest to, the effectiveness of our internal controls over financial reporting. The rules governing the standards that must be met for management to assess our internal controls over financial reporting are complex and require significant documentation, testing and possible remediation. We are currently in the process of reviewing, documenting and testing our internal controls over financial reporting. We may encounter problems or delays in completing the implementation of any changes necessary to make a favorable assessment of our internal controls over financial reporting.
If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our shares or if our operating results do not meet their expectations, the price of our shares could decline.
The market price of our ordinary shares will be influenced by the research and reports that industry or securities analysts publish about us or our business. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause the market price of our shares or its trading volume to decline. Moreover, if one or more of the analysts who cover our company downgrade our shares or if our operating results or prospects do not meet their expectations, the market price of our shares could decline.
 
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 FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact included in this prospectus are forward-looking statements. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. For example, all statements we make relating to our estimated and projected costs, expenditures, cash flows, growth rates and financial results, our plans and objectives for future operations, growth or initiatives, or strategies or the expected outcome or impact of pending or threatened litigation are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including but not limited to:
 
 	•	 	the competitiveness of the CRM BPO market;	
 
 	•	 	the loss of one or more of our major clients, a small number of which account for a significant portion of our revenue, in particular Telefónica;	
 
 	•	 	risks associated with operating in Latin America, where a significant proportion of our revenue is derived and where a large number of our employees are based;	
 
 	•	 	our clients deciding to enter or further expand their own CRM BPO businesses in the future;	
 
 	•	 	any deterioration in global markets and general economic conditions, in particular in Latin America and in the telecommunications and the financial services industries from which we derive most of our revenue;	
 
 	•	 	increases in employee benefits expenses, changes to labor laws and labor relations;	
 
 	•	 	failure to attract and retain enough sufficiently trained employees at our service delivery centers to support our operations;	
 
 	•	 	inability to maintain our pricing and level of activity and control our costs;	
 
 	•	 	consolidation of potential users of CRM BPO services;	
 
 	•	 	the reversal of current trends towards CRM BPO solutions;	
 
 	•	 	fluctuations of our operating results from one quarter to the next due to various factors including seasonality;	
 
 	•	 	the significant leverage our clients have over our business relationships;	
 
 	•	 	the departure of key personnel or challenges with respect to labor relations;	
 
 	•	 	the long selling and implementation cycle for CRM BPO services;	
 
 	•	 	difficulty controlling our growth and updating our internal operational and financial systems as a result of our increased size;	
 
 	•	 	an inability to fund our working capital requirements and new investments;	
 
 	•	 	fluctuations in, or devaluation of, the local currencies in the countries in which we operate against our reporting currency, the euro;	
 
 	•	 	current political and economic volatility, particularly in Brazil, Mexico, Argentina and Europe;	
 
 	•	 	our ability to acquire and integrate companies that complement our business;	
 
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 	•	 	the quality and reliability of the technology provided by our technology and telecommunications providers, our reliance on a limited number of suppliers of such technology and the services and products of our clients;	
 
 	•	 	our ability to invest in and implement new technologies;	
 
 	•	 	disruptions or interruptions in our client relationships;	
 
 	•	 	actions of the Brazilian, EU, Spanish, Argentinian, Mexican and other governments and their respective regulatory agencies, including adverse competition law rulings and the introduction of new regulations that could require us to make additional expenditures;	
 
 	•	 	damage or disruptions to our key technology systems or the quality and reliability of the technology provided by technology telecommunications providers;	
 
 	•	 	an increase in the cost of telecommunications services and other services on which we and our industry rely;	
 
 	•	 	an actual or perceived failure to comply with data protection regulations, in particular any actual or perceived failure to ensure secure transmission of sensitive or confidential customer data through our networks;	
 
 	•	 	the effect of labor disputes on our business; and	
 
 	•	 	other risk factors listed in the section of this prospectus entitled “Risk Factors.”	
We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC filings and public communications. You should evaluate all forward-looking statements made in this prospectus in the context of these risks and uncertainties.
We caution you that the important factors referenced above may not contain all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this prospectus are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.
 
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 USE OF PROCEEDS
We estimate based upon an assumed initial public offering price of $         per ordinary share, the midpoint of the price range set forth on the cover of this prospectus, that we will receive net proceeds from the offering of approximately $                 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any proceeds from the sale of our ordinary shares by the selling shareholder, including any ordinary shares sold by the selling shareholder in connection with the exercise of the underwriters’ option to purchase additional ordinary shares.
We intend to use the net proceeds from the sale of ordinary shares by us in this offering to repay a portion of our Vendor Loan Note and to pay fees and expenses incurred in connection with this offering, including payments to affiliates of Bain Capital. We will use any remaining net proceeds from this offering for general corporate purposes. We expect that the selling shareholder will use $         million of the net proceeds received by it in this offering to repay a portion of its outstanding PIK Notes due 2020. See “Certain Relationships and Related Party Transactions—PIK Notes due 2020.”
A $1.00 increase or decrease in the assumed initial public offering price of $         per ordinary share, the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease the net proceeds we receive from this offering by approximately $         million, assuming the number of ordinary shares offered by us, as set forth on the cover of this prospectus, remains the same.
 
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 DIVIDEND POLICY
Although we expect to be well capitalized following the Reorganization Transaction prior to the completion of this offering and we have sufficient liquidity, our ability to pay dividends on our ordinary shares is limited in the near-term by the indenture governing our Senior Secured Notes, the Brazilian Debentures, the Vendor Loan Note and our CVIs, and may be further restricted by the terms of any of our future debt or preferred securities. In addition, under Luxembourg law, at least 5% of our net profits per year must be allocated to the creation of a legal reserve until such reserve has reached an amount equal to 10% of our issued share capital. If the legal reserve subsequently falls below the 10% threshold, 5% of net profits again must be allocated toward the reserve until such reserve returns to the 10% threshold. If the legal reserve exceeds 10% of our issued share capital, the legal reserve may be reduced. The legal reserve is not available for distribution. Additionally, because we are a holding company, our ability to pay dividends on our ordinary shares is limited by restrictions on the ability of our subsidiaries to pay dividends or make distributions to us, including restrictions under the terms of the agreements governing our indebtedness. See “Description of Certain Indebtedness.”
Any future determination to pay dividends will be at the discretion of our board of directors, subject to compliance with covenants in current and future agreements governing our indebtedness, and will depend upon our results of operations, financial condition, capital requirements and other factors that our board of directors deems relevant.
 
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 CAPITALIZATION
The following table sets forth our cash and cash equivalents and our capitalization as of December 31, 2013, on:
 
 	•	 	an actual basis;	
 
 	•	 	an actual basis, as adjusted to give effect to the Reorganization Transaction prior to the completion of this offering; and	
 
 	•	 	a pro forma as adjusted basis to give effect to the offering and the use of proceeds hereof.	
You should read the following table in conjunction with the sections entitled “Use of Proceeds,” “Selected Historical Financial Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the Predecessor financial statements and the Successor financial statements included elsewhere in this prospectus.

 	  	As of December 31, 2013	 	
 	  	Actual	 	 	As
Adjusted (1)	 	  	Pro
Forma (2)	 	
($ in millions)	  	 	 	 	 	 	  	 	 	
Cash and cash equivalents	  	$	213.5	  	 	$	213.5	  	  	$	 	  	
Debt:	  				 				  				
7.375% Senior Secured Notes due 2020 (3)	  	 	297.7	  	 	 	297.7	  	  				
Brazilian Debentures (4)	  	 	345.9	  	 	 	345.9	  	  				
Vendor Loan Note (5)	  	 	151.7	  	 	 	151.7	  	  				
Contingent Value Instruments (6)	  	 	43.4	  	 	 	43.4	  	  				
Revolving Credit Facility (7)	  	 	—	  	 	 	—	  	  				
Preferred Equity Certificates	  	 	519.6	  	 	 	—	  	  				
Finance lease payables	  	 	11.9	  	 	 	11.9	  	  				
Other borrowings	  	 	0.6	  	 	 	0.6	  	  				
Total debt (8)	  	 	1,370.8	  	 	 	851.2	  	  				
Total equity	  	 	(134.0	) 	 	 	385.6	  	  				
Total capitalization	  	$	1,236.8	  	 	$	1,236.8	  	  	$	            	  	

(1)	This column represents the total capitalization as adjusted to give effect to the Reorganization Transaction, which will occur prior to the completion of this offering. See “Prospectus Summary—The Reorganization Transaction.”	
(2)	A $1.00 increase or decrease in the assumed initial public offering price of $         per ordinary share, the midpoint of the price range set forth on the cover page of this prospectus, would increase or decrease the net proceeds from this offering available to us and correspondingly increase or decrease the amount of additional paid-in capital, total equity and total capitalization by approximately $         million, assuming the number of ordinary shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. See “Use of Proceeds.”	
(3)	Represents the principal amount of $300 million minus $11.7 million of capitalized transaction costs plus $9.3 million of accrued interest. It does not include the fair value of derivative financial liabilities related to the Senior Secured Notes, which was $16.0 million as of December 31, 2013.	
(4)	Represents the principal amount of BRL 915 million minus net capitalized transaction costs of BRL 12.3 million, minus early prepayments of BRL 98.0 million, plus accrued interest of BRL 5.5 million, which results in an outstanding amount of BRL 810.2 million as of December 31, 2013, at an exchange rate of BRL 2.34 to $1.00. As of June 16, 2014, the exchange rate was BRL 2.23 to $1.00.	
 
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(5)	Represents the €110.0 million outstanding aggregate principal amount of the Vendor Loan Note, at the exchange rate of €0.73 to $1.00. As of December 31, 2013, the Vendor Loan Note had accrued interest of $0.4 million. As of June 16, 2014, the exchange rate was €0.74 to $1.00.	
(6)	Represents the fair value registered amount of ARS 666.8 million of the CVIs, at the exchange rate of ARS 6.52 to $1.00. As of June 16, 2014, the exchange rate was ARS 8.15 to $1.00.	
(7)	As of December 31, 2013, we had no amounts outstanding on the Revolving Credit Facility.	
(8)	Total debt includes $17.1 million of current borrowings.	
 
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 DILUTION
Our net tangible book value as of                     , 2014, before giving effect to the sale of              ordinary shares offered in this offering, was approximately $        , or approximately $         per ordinary share. Net tangible book value per share represents the amount of our total tangible assets less the amount of our total liabilities, divided by the number of ordinary shares outstanding at                     , 2014, prior to the sale by us of              ordinary shares offered in this offering. Dilution in net tangible book value per ordinary share represents the difference between the amount per ordinary share paid by investors in this offering and the pro forma net tangible book value per ordinary share outstanding immediately after this offering.
After giving effect to the sale of              ordinary shares in this offering, based upon an assumed initial public offering price of              per ordinary share, the midpoint of the price range set forth on the cover of this prospectus, after deducting underwriting discounts and commissions and estimated expenses payable by us in connection with this offering, our pro forma net tangible book value as of                     , 2014 would have been approximately $             million, or $         per ordinary share. This represents an immediate increase in net tangible book value of $         per ordinary share, to existing shareholders and immediate dilution of $         per ordinary share to new investors purchasing ordinary shares in this offering at the assumed initial public offering price.
The following table illustrates this dilution in net tangible book value per ordinary share to new investors:

Assumed initial public offering price per ordinary share	  	$	            	  	
Net tangible book value per ordinary share as of                     , 2014	  	$	 	  	
Increase in pro forma net tangible book value per ordinary share attributable to this offering	  	$	 	  	
Pro forma net tangible book value per ordinary share as of                     , 2014 (after giving effect to this offering)	  	$	 	  	
Dilution per ordinary share to new investors (1)	  	$	 	  	

(1)	Dilution is determined by subtracting pro forma net tangible book value per ordinary share after giving effect to the offering from the assumed initial public offering price paid by a new investor.	
Each $1.00 increase (decrease) in the assumed initial public offering price of $         per ordinary share, the midpoint of the price range set forth on the cover of this prospectus, would increase (decrease) our pro forma net tangible book value by $         million, or $         per ordinary share, and the dilution in net tangible book value per share to investors in this offering by $         per ordinary share, assuming that the number of ordinary shares offered by us, as set forth on the cover of this prospectus, remains the same. The as adjusted information is illustrative only and, following the completion of this offering, will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing.
The following table summarizes, as of                     , 2014, on a pro forma basis, the number of ordinary shares purchased from us, the aggregate cash consideration paid to us and the average price per ordinary share paid to us by existing shareholders and to be paid by new investors purchasing ordinary shares issued by us in this offering. The table assumes an initial public offering price of $         per ordinary share, the midpoint of the price range set forth on the cover of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us in connection with this offering:

 	  	Shares Purchased	 	 	Total Consideration	 	 	Average Price
Per Share	 	
 	  	Number	  	Percentage	 	 	Amount	 	  	Percentage	 	 			
Existing shareholders	  		  	 	    	% 	 	$	        	  	  	 	    	% 	 	$	        	  	
New investors	  		  				 				  				 				
Total	  		  	 	    	% 	 	$	        	  	  	 	    	% 	 	$	        	  	
 
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A $1.00 increase (decrease) in the assumed initial public offering price of $         per ordinary share would increase (decrease) the total consideration paid by investors participating in this offering by $         million, or increase (decrease) the percent of total consideration paid by investors participating in this offering by     %, assuming that the number of ordinary shares offered by us, as set forth on the cover of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.
Except as otherwise indicated, the discussion and tables above assume no exercise of any outstanding options and no sale of              ordinary shares by the selling shareholder. The sale of              ordinary shares to be sold by the selling shareholder in this offering will reduce the number of shares held by existing shareholders to         , or     % of the total shares outstanding, and will increase the number of shares held by investors participating in this offering to         , or     % of the total shares outstanding. In addition, if the underwriters’ overallotment option to purchase additional shares is exercised in full, the number of ordinary shares held by existing shareholders will be further reduced to             , or     % of the total number of ordinary shares to be outstanding upon the closing of this offering, and the number of ordinary shares held by investors participating in this offering will be further increased to              ordinary shares or     % of the total number of ordinary shares to be outstanding upon the closing of this offering.
 
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 SELECTED HISTORICAL FINANCIAL INFORMATION
The following selected financial information should be read in conjunction with the section of this prospectus entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements included elsewhere in this prospectus.
Historically, we conducted our business through the Predecessor through November 30, 2012, and subsequent to the Acquisition, through the Successor, and therefore our historical financial statements present the results of operations of Predecessor and Successor, respectively. Prior to completion of this offering we will implement the Reorganization Transaction pursuant to which the Successor will become a wholly-owned subsidiary of the Issuer, a newly-formed public limited liability holding company incorporated under the laws of Luxembourg with nominal assets and liabilities for the purpose of facilitating the offering contemplated hereby, and which will not have conducted any operations prior to the completion of this offering. Following the Reorganization Transaction and this offering, our financial statements will present the results of operations of the Issuer. The consolidated financial statements of the Issuer will be substantially the same as the consolidated financial statements of the Successor prior to this offering, as adjusted for the Reorganization Transaction. Upon consummation, the Reorganization Transaction will be reflected retroactively in the Issuer’s earnings per share calculations. See “Prospectus Summary—The Reorganization Transaction.”
The following table sets forth selected historical financial data of the Atento Group. We prepare our financial statements in accordance with IFRS as issued by the IASB. As a result of the Acquisition, we applied acquisition accounting whereby the purchase price paid was allocated to the acquired assets and assumed liabilities at fair value. Our financial reporting periods presented in the table below are as follows:
 
 	•	 	Solely for purposes of the selected historical financial information in this section, the Predecessor period refers to the years ended December 31, 2009, 2010 and 2011 and the period from January 1, 2012 through November 30, 2012 and reflects the combined carve-out results of operations of the Predecessor.	
 
 	•	 	The Successor period reflects the consolidated results of operations of the Successor, which includes the effects of acquisition accounting for the one-month period from December 1, 2012 to December 31, 2012 and for the year ended December 31, 2013.	
The selected combined carve-out historical financial information as of and for the years ended December 31, 2009 and 2010, which has been prepared in accordance with IFRS as issued by the IASB, is derived from the unaudited accounting records of the Predecessor and is not included in the financial statements that are included elsewhere in this prospectus.
The selected combined carve-out historical financial information as of and for the year ended December 31, 2011, as of November 30, 2012 and for the period from January 1, 2012 to November 30, 2012 presented below were derived from the Predecessor financial statements included elsewhere in this prospectus.
The selected consolidated historical financial information as of December 31, 2012 and for the one-month period from December 1, 2012 to December 31, 2012 and as of and for the year ended December 31, 2013 presented below were derived from the Successor financial statements included elsewhere in this prospectus.
Historical results for any prior period are not necessarily indicative of results expected in any future period.
The unaudited Aggregated 2012 Financial Information set forth below is derived by adding together the corresponding data from the audited Predecessor financial statements for the period from January 1, 2012 to November 30, 2012, to the corresponding data from the audited Successor financial statements for the one-month period from December 1, 2012 to December 31, 2012, appearing elsewhere in this prospectus, each prepared under IFRS as issued by the IASB. This presentation of the Aggregated 2012 Financial Information is for
 
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illustrative purposes only, is not presented in accordance with IFRS, and is not necessarily comparable to previous or subsequent periods, or indicative of results expected in any future period (including as a result of the effects of the Acquisition).

 	 	Predecessor	 	 	  	 	 	 	Successor	 	 	Non-IFRS
Aggregated	 	 	Successor	 	
($ in millions other than share and
per share data)	 	As of and for the year ended
December 31,	 	 	As of and for
the period
from Jan 1 –
Nov 30,
2012	 	 	  	 	 	 	As of and for
the period
from Dec 1 –
Dec 31,
2012	 	 	For the year
ended
December 31,
2012	 	 	As of and for
the year
ended
December 31,
2013	 	
	 	2009	 	 	2010	 	 	2011	 	 			 	  	 	 	 			 			 			
 	 	(unaudited)	 	 	(unaudited)	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	(unaudited)	 	 	 	 	
Income statement data:	 				 				 				 				 	 	 		 				 				 				
Revenue	 	 	1,731.6	  	 	 	2,128.8	  	 	 	2,417.3	  	 	 	2,125.9	  	 	 	 		 	 	190.9	  	 	 	2,316.8	  	 	 	2,341.1	  	
Operating profit / (loss)	 	 	155.9	  	 	 	183.4	  	 	 	155.6	  	 	 	163.8	  	 	 	 		 	 	(42.4	) 	 	 	121.4	  	 	 	105.0	  	
Profit / (loss) for the period	 	 	95.9	  	 	 	112.2	  	 	 	90.3	  	 	 	90.2	  	 	 	 		 	 	(56.6	) 	 	 	33.6	  	 	 	(4.0	) 	
Profit / (loss) for the period from continuing operations	 	 	95.9	  	 	 	112.2	  	 	 	89.6	  	 	 	90.2	  	 	 	 		 	 	(56.6	) 	 	 	33.6	  	 	 	(4.0	) 	
Profit / (loss) attributable to equity holders	 	 	95.9	  	 	 	111.1	  	 	 	87.9	  	 	 	89.7	  	 	 	 		 	 	(56.6	) 	 	 	33.1	  	 	 	(4.0	) 	
Earnings per share—basic and diluted	 	 	n/a	  	 	 	n/a	  	 	 	n/a	  	 	 	n/a	  	 	 	 		 	 	(28.31	) 	 	 	n/a	  	 	 	(2.02	) 	
Weighted average number of shares outstanding—basic and diluted	 	 	n/a	  	 	 	n/a	  	 	 	n/a	  	 	 	n/a	  	 	 	 		 	 	2,000,000	  	 	 	n/a	  	 	 	2,000,000	  	
Balance sheet data:	 				 				 				 				 	 	 		 				 				 				
Total assets	 	 	969.4	  	 	 	1,152.6	  	 	 	1,224.6	  	 	 	1,263.8	  	 	 	 		 	 	1,961.0	  	 	 	n/a	  	 	 	1,842.2	  	
Total share capital	 	 	n/a	  	 	 	n/a	  	 	 	n/a	  	 	 	n/a	  	 	 	 		 	 	2.6	  	 	 	n/a	  	 	 	2.6	  	
Invested equity/equity	 	 	517.6	  	 	 	658.2	  	 	 	631.2	  	 	 	670.1	  	 	 	 		 	 	(32.7	) (a)  	 	 	n/a	  	 	 	(134.0	) (a)  	

(a)	Since the Successor was created on December 1, 2012, as of December 31, 2012 and 2013, the Atento Group presents negative equity primarily due to the effects of the Acquisition as a result of which equity has been negatively impacted by the costs incurred in connection with the Acquisition and by integration related costs associated with the change in ownership. Equity adjusted for the Reorganization Transaction, including the capitalization of the PECs, would be $385.6 million as of December 31, 2013. See “Capitalization” and Note 2(d) to the Successor financial statements included elsewhere in this prospectus.	
 
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 	 	Predecessor	 	 	  	 	 	 	Successor	 	 	Non-IFRS
Aggregated	 	 	Successor	 	
($ in millions)	 	As of and for
the year ended
December 31,
2011	 	 	Period from
Jan 1 –
Nov 30,
2012	 	 	  	 	 	 	Period from
Dec 1 –
Dec 31,
2012	 	 	Year ended
December 31,
2012	 	 	As of and for
the year ended
December 31,
2013	 	
	 			 			 		 		 			 			 			
Other financial data (unaudited):	 				 				 	 	 		 				 				 				
EBITDA (1)	 	 	234.1	  	 	 	241.9	  	 	 	 		 	 	(34.9	) 	 	 	207.0	  	 	 	234.0	  	
Adjusted EBITDA (1)	 	 	246.9	  	 	 	235.9	  	 	 	 		 	 	32.2	  	 	 	268.1	  	 	 	295.1	  	
Adjusted earnings/(loss) (2)	 	 	97.5	  	 	 	86.2	  	 	 	 		 	 	(8.9	) 	 	 	77.3	  	 	 	97.5	  	
Capital expenditures (3)	 	 	(141.6	) 	 	 	(76.9	) 	 	 	 		 	 	(28.4	) 	 	 	(105.3	) 	 	 	(103.0	) 	
Net debt with third parties (4)	 	 	23.4	  	 	 	5.1	  	 	 	 		 	 	620.2	  	 	 	620.2	  	 	 	637.7	  	
Cash flow data:	 				 				 	 	 		 				 				 				
Cash provided by/(used in) operating activities	 	 	116.6	  	 	 	163.6	  	 	 	 		 	 	(68.3	) 	 	 	95.3	  	 	 	99.6	  	
Cash (used in) investing activities	 	 	(134.6	) 	 	 	(118.7	) 	 	 	 		 	 	(846.1	) 	 	 	(964.8	) 	 	 	(123.4	) 	
Cash provided by/(used in) financing activities	 	 	27.0	  	 	 	(75.0	) 	 	 	 		 	 	1,109.6	  	 	 	1,034.6	  	 	 	31.2	  	

(1)	In considering the financial performance of the business and as a management tool in business decision making, our management analyzes the financial performance measures of EBITDA and Adjusted EBITDA at a company and operating segment level. EBITDA is defined as profit/(loss) for the period from continuing operations before net finance costs, income taxes, and depreciation and amortization. Adjusted EBITDA is defined as EBITDA adjusted to exclude Acquisition and integration related costs, restructuring costs, sponsor management fees, asset impairments, site relocation costs, financing fees and other items which are not related to our core results of operations. EBITDA and Adjusted EBITDA are not measures defined by IFRS. The most directly comparable IFRS measure to EBITDA and Adjusted EBITDA is profit/(loss) for the period from continuing operations.	
We believe EBITDA and Adjusted EBITDA, as defined above, are useful metrics for investors to understand our results of operations and profitability because they permit investors to evaluate our recurring profitability from underlying operating activities. We also use these measures internally to establish forecasts, budgets and operational goals to manage and monitor our business, as well as evaluating our underlying historical performance. We believe EBITDA facilitates operating performance comparisons between periods and among other companies in industries similar to ours because it removes the effect of variation in capital structures, taxation, and non-cash depreciation and amortization charges, which may differ between companies for reasons unrelated to operating performance. We believe Adjusted EBITDA better reflects our underlying operating performance because it excludes the impact of items that are not related to our core results of operations.
EBITDA and Adjusted EBITDA measures are frequently used by securities analysts, investors and other interested parties in their evaluation of companies comparable to us, many of which present EBITDA-related performance measures when reporting their results.
EBITDA and Adjusted EBITDA have limitations as analytical tools. These measures are not presentations made in accordance with IFRS, are not measures of financial condition or liquidity and should not be considered in isolation or as alternatives to profit or loss for the period from continuing operations or other measures determined in accordance with IFRS. EBITDA and Adjusted EBITDA are not necessarily comparable to similarly titled measures used by other companies.
 
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The following table reconciles our EBITDA and Adjusted EBITDA to profit/(loss) for the period from continuing operations:

 	 	Predecessor	 	 	  	 	 	 	Successor	 	 	Non-IFRS
Aggregated	 	 	Successor	 	
 	 	Year ended
December 31,
2011	 	 	Period from
Jan 1 – Nov 30,
2012	 	 	  	 	 	 	Period from
Dec 1 – Dec 31,
2012	 	 	Year ended
December 31,
2012	 	 	Year ended
December 31,
2013	 	
($ in millions)	 			 			 	  	 	 	 			 			 			
 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	(unaudited)	 	 	 	 	
Profit/(loss) for the period from continuing operations	 	 	89.6	  	 	 	90.2	  	 	 	 		 	 	(56.6	) 	 	 	33.6	  	 	 	(4.0	) 	
Net finance expense	 	 	11.1	  	 	 	12.9	  	 	 	 		 	 	6.0	  	 	 	19.0	  	 	 	100.7	  	
Income tax expense	 	 	54.9	  	 	 	60.7	  	 	 	 		 	 	8.1	  	 	 	68.8	  	 	 	8.3	  	
Depreciation and amortization	 	 	78.5	  	 	 	78.1	  	 	 	 		 	 	7.5	  	 	 	85.6	  	 	 	129.0	  	
EBITDA (non-GAAP) (unaudited)	 	 	234.1	  	 	 	241.9	  	 	 	 		 	 	(34.9	) 	 	 	207.0	  	 	 	234.0	  	
Acquisition and integration related costs (a)	 	 	—	  	 	 	0.2	  	 	 	 		 	 	62.4	  	 	 	62.6	  	 	 	29.3	  	
Restructuring costs (b)	 	 	8.0	  	 	 	3.9	  	 	 	 		 	 	4.7	  	 	 	8.6	  	 	 	12.8	  	
Sponsor management fees (c)	 	 	—	  	 	 	—	  	 	 	 		 	 	—	  	 	 	—	  	 	 	9.1	  	
Asset impairments (d)	 	 	8.6	  	 	 	—	  	 	 	 		 	 	—	  	 	 	—	  	 	 	—	  	
Site relocation costs (e)	 	 	—	  	 	 	1.7	  	 	 	 		 	 	0.7	  	 	 	2.4	  	 	 	1.8	  	
Financing fees (f)	 	 	—	  	 	 	—	  	 	 	 		 	 	—	  	 	 	—	  	 	 	6.1	  	
Other (g)	 	 	(3.8	) 	 	 	(11.8	) 	 	 	 		 	 	(0.6	) 	 	 	(12.4	) 	 	 	2.0	  	
Adjusted EBITDA (non-GAAP) (unaudited)	 	 	246.9	  	 	 	235.9	  	 	 	 		 	 	32.2	  	 	 	268.1	  	 	 	295.1	  	

 	(a)	 	Acquisition and integration related costs incurred in 2012 and 2013 primarily include costs associated with the Acquisition. Nearly all of the $62.6 million in expenses in 2012 directly related to Acquisition and integration related costs (banking, advisory, legal fees, etc.). In 2013, of the $29.3 million in expenses, $27.9 million related to professional fees incurred to establish Atento as a standalone company not affiliated with Telefónica. These projects mainly relate to the improvement of financial and cash flow reporting ($5.9 million), full strategy review including growth implementation plan and operational set-up with a leading consulting firm ($14.7 million), improving the efficiency in procurement ($4.8 million) and headhunting fees related primarily to strengthening the senior management team post-Acquisition ($1.4 million). We expect these projects to be completed by the end of 2014.	
 	(b)	 	Restructuring costs incurred in 2011, 2012 and 2013 primarily include a number of restructuring activities and other personnel costs that were not related to our core results of operations. Restructuring costs in 2011 primarily relate to costs incurred in connection with the termination of certain members of our executive committee. Restructuring costs in 2012 primarily represent costs incurred in Chile related to the implementation of the new service delivery model with Telefónica which impacted the profile of certain operations personnel and other restructuring costs for certain changes to the executive team in EMEA and Americas. In 2013, $8.6 million of our restructuring costs were related to the relocation of corporate headquarters and severance payments directly related to the Acquisition. In addition, in 2013, we incurred restructuring costs in Spain of $1.5 million (relating to restructuring expenses incurred as a consequence of significant reduction in activity levels as a result of adverse market conditions in Spain) and in Chile of $1.4 million (relating to restructuring expenses incurred in connection with the implementation of a new service delivery model with Telefónica).	
 	(c)	 	Sponsor management fees represent the annual advisory fee paid to affiliates of Bain Capital that are expensed during the periods presented. These fees are expected to cease following the offering. See “Certain Relationships and Related Party Transactions—Bain Capital Consulting Services Agreement and Transaction Services Agreement.”	
 	(d)	 	Asset impairment incurred in 2011 is the impairment of the Caribú Project, an intangible asset acquired in 2009 from Telefónica, which represents the right to be the exclusive supplier of customer analysis for 12 Telefónica subsidiaries in Latin America.	
 
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 	(e)	 	Site relocation costs incurred in 2012 and 2013 primarily include costs associated with our current strategic initiative of relocating call centers from tier 1 cities to tier 2 cities in Brazil which we expect will be substantially completed by 2015. See “Prospectus Summary—Our Strategy—Best-in-Class Operations—Competitive Site Footprint.”	
 	(f)	 	Financing fees primarily relate to professional fees incurred in 2013 in connection with the issuance of the Senior Secured Notes, the proceeds of which were used to finance a portion of the cost of the Acquisition and to pay financial advisory fees.	
 	(g)	 	Other includes expense accruals, reversal of expense accruals or income accruals which are not related to our core results of operations. In 2011, the other amount primarily relates to the gain from the sale of the BNH site in Brazil, amounting to $3.6 million. In 2012, the other amount primarily relates to a release of an employee benefit accrual of $11.3 million following the better-than-expected outcome of the collective bargain agreement negotiation in Spain. In 2013, the other amount primarily related to various other consulting expenses, the largest component of which was a $0.5 million charge related to projects for inventory control in Brazil.	
 
(2)	In considering our financial performance, our management analyzes the performance measure of Adjusted Earnings/(Loss). Adjusted Earnings/(Loss) is defined as profit/(loss) for the period from continuing operations adjusted for Acquisition and integration related costs, amortization of Acquisition related intangible assets, restructuring costs, sponsor management fees, assets impairments, site relocation costs, financing fees, PECs interest expense, other and tax effects. Adjusted Earnings/(Loss) is not a measure defined by IFRS. The most directly comparable IFRS measure to Adjusted Earnings/(Loss) is our profit/(loss) for the period from continuing operations.	
We believe Adjusted Earnings/(Loss), as defined above, is useful to investors and is used by our management to measure profitability because it represents a group measure of performance which excludes the impact of certain non-cash charges and other charges not associated with the underlying operating performance of the business, while including the effect of items that we believe affect shareholder value and in-year return, such as income tax expense and net finance costs.
Management expects to use Adjusted Earnings/(Loss) to (i) provide senior management a monthly report of our operating results that is prepared on an adjusted earnings basis; (ii) prepare strategic plans and annual budgets on an adjusted earnings basis; and (iii) review senior management’s annual compensation, in part, using adjusted performance measures.
Adjusted Earnings/(Loss) is defined to exclude items which are not related to our core results of operations. Adjusted Earnings/(Loss) measures are frequently used by securities analysts, investors and other interested parties in their evaluation of companies comparable to us, many of which present an adjusted earnings related performance measure when reporting their results.
Adjusted Earnings/(Loss) has limitations as an analytical tool. Adjusted Earnings/(Loss) is neither a presentation made in accordance with IFRS nor a measure of financial condition or liquidity and should not be considered in isolation or as an alternative to profit or loss for the period from continuing operations or other measures determined in accordance with IFRS. Adjusted Earnings/(Loss) is not necessarily comparable to similarly titled measures used by other companies.
 
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The following table reconciles our Adjusted Earnings/(Loss) to our profit/(loss) for the period from continuing operations:

 	 	Predecessor	 	 	  	 	 	 	Successor	 	 	Non-IFRS
Aggregated	 	 	Successor	 	
 	 	Year ended
December 31,
2011	 	 	Period from
Jan 1 – Nov 30,
2012	 	 	  	 	 	 	Period from
Dec 1 – Dec 31,
2012	 	 	Year ended
December 31,
2012	 	 	Year ended
December 31,
2013	 	
($ in millions)	 			 			 	  	 	 	 			 			 			
 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	(unaudited)	 	 	 	 	
Profit / (Loss) for the period from continuing operations	 	 	89.6	  	 	 	90.2	  	 	 	 		 	 	(56.6	) 	 	 	33.6	  	 	 	(4.0	) 	
Acquisition and integration related costs (a)	 	 	—	  	 	 	0.2	  	 	 	 		 	 	62.4	  	 	 	62.6	  	 	 	29.3	  	
Amortization of Acquisition related intangible assets (b)	 	 	—	  	 	 	—	  	 	 	 		 	 	—	  	 	 	—	  	 	 	40.7	  	
Restructuring costs (c)	 	 	8.0	  	 	 	3.9	  	 	 	 		 	 	4.7	  	 	 	8.6	  	 	 	12.8	  	
Sponsor management fees (d)	 	 	—	  	 	 	—	  	 	 	 		 	 	—	  	 	 	—	  	 	 	9.1	  	
Asset impairments (e)	 	 	8.6	  	 	 	—	  	 	 	 		 	 	—	  	 	 	—	  	 	 	—	  	
Site relocation costs (f)	 	 	—	  	 	 	1.7	  	 	 	 		 	 	0.7	  	 	 	2.4	  	 	 	1.8	  	
Financing fees (g)	 	 	—	  	 	 	—	  	 	 	 		 	 	—	  	 	 	—	  	 	 	6.1	  	
PECs interest expense (h)	 	 	—	  	 	 	—	  	 	 	 		 	 	1.9	  	 	 	1.9	  	 	 	25.7	  	
Other (i)	 	 	(3.8	) 	 	 	(11.8	) 	 	 	 		 	 	(0.6	) 	 	 	(12.4	) 	 	 	2.0	  	
Tax effect (j)	 	 	(4.9	) 	 	 	2.0	  	 	 	 		 	 	(21.4	) 	 	 	(19.4	) 	 	 	(26.0	) 	
Adjusted Earnings / (Loss) (non-GAAP) (unaudited)	 	 	97.5	  	 	 	86.2	  	 	 	 		 	 	(8.9	) 	 	 	77.3	  	 	 	97.5	  	

 	(a)	 	Acquisition and integration related costs incurred in 2012 and 2013 primarily include costs associated with the Acquisition. Nearly all of the $62.6 million in expenses in 2012 directly related to Acquisition and integration related costs (banking, advisory, legal fees, etc.). In 2013, of the $29.3 million in expenses, $27.9 million related to professional fees incurred to establish Atento as a standalone company not affiliated with Telefónica. These projects mainly relate to the improvement of financial and cash flow reporting ($5.9 million), full strategy review including growth implementation plan and operational set-up with a leading consulting firm ($14.7 million), improving the efficiency in procurement ($4.8 million) and headhunting fees related primarily to strengthening the senior management team post-Acquisition ($1.4 million). We expect these projects to be completed by the end of 2014.	
 	(b)	 	Amortization of Acquisition related intangible assets represents the amortization expense of intangible assets resulting from the Acquisition and has been adjusted to eliminate the impact of the amortization arising from the Acquisition which is not in the ordinary course of our daily operations and distorts comparison with peers and results for prior periods. Such intangible assets primarily include contractual relationships with customers, for which the useful life has been estimated at primarily nine years.	
 	(c)	 	Restructuring costs incurred in 2011, 2012 and 2013 primarily include a number of restructuring activities and other personnel costs that were not related to our core results of operations. Restructuring costs in 2011 primarily relate to costs incurred in connection with the termination of certain members of our executive committee. Restructuring costs in 2012 primarily represent costs incurred in Chile related to the implementation of the new service delivery model with Telefónica which impacted the profile of certain operations personnel and other restructuring costs for certain changes to the executive team in EMEA and Americas. In 2013, $8.6 million of our restructuring costs was related to the relocation of corporate headquarters and severance payments directly related to the Acquisition. In addition, in 2013, we incurred restructuring costs in Spain of $1.5 million (relating to restructuring expenses incurred as a consequence of significant reduction in activity levels as a result of adverse market conditions in Spain) and in Chile of $1.4 million (relating to restructuring expenses incurred in connection with the implementation of a new service delivery model with Telefónica).	
 
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 	(d)	 	Sponsor management fees represent the annual advisory fee paid to affiliates of Bain Capital that are expensed during the periods presented. These fees are expected to cease following the offering. See “Certain Relationships and Related Party Transactions—Bain Capital Consulting Services Agreement and Transaction Services Agreement”.	
 	(e)	 	Asset impairment incurred in 2011 is the impairment of the Caribú Project, an intangible asset acquired in 2009 from Telefónica, which represents the right to be the exclusive supplier of customer analysis for 12 Telefónica subsidiaries in Latin America.	
 	(f)	 	Site relocation costs incurred in 2012 and 2013 primarily include costs associated with our current strategic initiative of relocating call centers from tier 1 cities to tier 2 cities in Brazil which we expect will be substantially completed by 2015. See “Prospectus Summary—Our Strategy—Best-in-Class Operations—Competitive Site Footprint.”	
 	(g)	 	Financing fees primarily relate to professional fees incurred in 2013 in connection with the issuance of the Senior Secured Notes, the proceeds of which were used to finance a portion of the cost of the Acquisition and to pay financial advisory fees.	
 	(h)	 	PECs Interest expense represents accrued interest on the preferred equity certificates that will be capitalized prior to this offering.	
 	(i)	 	Other includes expense accruals, reversal of expense accruals or income accruals which are not related to our core results of operations. In 2011, the other amount primarily relates to the gain from the sale of the BNH site in Brazil, amounting to $3.6 million. In 2012, the other amount primarily relates to a release of an employee benefits accrual of $11.3 million following the better-than-expected outcome of the collective bargain agreement negotiation in Spain. In 2013, the other amount primarily related to various other consulting expenses, the largest component of which was a $0.5 million charge related to projects for inventory control in Brazil.	
 	(j)	 	The tax effect represents the tax impact of the total adjustments based on a tax rate of 38% for 2011, 33% for the period from January 1, 2012 to November 30, 2012, 31% for the one-month period from December 1, 2012 to December 31, 2012 and 30% for 2013. Amortization of Acquisition related intangible assets is not impacted by the tax effect.	
 
(3)	We define capital expenditures as the sum of the additions to property, plant and equipment and the additions to intangible assets during the period presented.	
 
(4)	In considering our financial condition, our management analyzes Net debt with third parties, which is defined as total debt less cash, cash equivalents and short-term deposits and non-current payables to Group companies (which represent the PECs). The PECs are classified as our subordinated debt relating to our other present and future obligations, and they will be capitalized in connection with this offering. Net debt with third parties is not a measure defined by IFRS.	
Net debt with third parties has limitations as an analytical tool. Net debt with third parties is neither a measure defined by or presented in accordance with IFRS nor a measure of financial performance and should not be considered in isolation or as an alternative financial measure determined in accordance with IFRS. Net debt with third parties is not necessarily comparable to similarly titled measures used by other companies.
 
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The following table sets forth the reconciliation of Total debt to Net debt with third parties utilizing IFRS reported balances obtained from the audited financial statements included elsewhere in this prospectus. Total debt is the most directly comparable financial measure under IFRS for the periods presented.

 	 	Predecessor	 	 	  	 	 	 	Successor	 	
 	 	As of
December 31,
2011	 	 	As of
November 30,
2012	 	 	  	 	 	 	As of
December 31,	 	
($ in millions)	 			 			 	  	 	 	 	2012	 	 	2013	 	
Interest bearing debt (borrowings)	 	 	127.0	  	 	 	88.4	  	 	 	 		 	 	849.2	  	 	 	851.2	  	
Non-current payables to Group companies	 	 	—	  	 	 	—	  	 	 	 		 	 	471.6	  	 	 	519.6	  	
Total debt	 	 	127.0	  	 	 	88.4	  	 	 	 		 	 	1,320.8	  	 	 	1,370.8	  	
Non-current payables to Group companies (PECs)	 	 	—	  	 	 	—	  	 	 	 		 	 	(471.6	) 	 	 	(519.6	) 	
Cash, cash equivalents and short-term deposits	 	 	(103.6	) 	 	 	(83.3	) 	 	 	 		 	 	(229.0	) 	 	 	(213.5	) 	
Net debt with third parties (non-GAAP) (unaudited)	 	 	23.4	  	 	 	5.1	  	 	 	 		 	 	620.2	  	 	 	637.7	  	
 
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 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The historical financial statements included elsewhere in this prospectus, which are the subject of the following discussion and analysis, are the Predecessor financial statements and the Successor financial statements. We have historically conducted our business through the Predecessor up to November 30, 2012 and, subsequent to the Acquisition, through the Successor and therefore, our historical financial statements present the results of operations of the Predecessor and Successor. Prior to the completion of this offering, the Successor will become the Issuer’s wholly-owned subsidiary, whereby the historical financial statements of the Successor and the Predecessor will become the historical financial statements of the Issuer.
The following discussion and analysis of our financial condition and the results of operations is based upon and should be read in conjunction with the Predecessor financial statements and the Successor financial statements and the related notes included in this prospectus. The Predecessor financial statements and the Successor financial statements have been prepared in accordance with IFRS as issued by the IASB, which may differ in material respects from generally accepted accounting principles in other jurisdictions, including the United States. The following discussion includes forward-looking statements. Our actual results could differ materially from those that are discussed in these forward-looking statements. Factors which could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this prospectus, particularly under “Forward-Looking Statements” and “Risk Factors.”
Overview
We are the leading provider of end-to-end, multi-channel CRM BPO services and solutions in Latin America and Spain, and among the top three providers, globally based on revenues. Our tailored CRM BPO solutions are designed to enhance each of our clients’ ability to deliver a high-quality product by creating a best-in-class experience for their customers, enabling our clients to focus on operating their core businesses. We utilize our industry domain and customer care operations expertise, combined with a consultative approach, to offer superior and scalable solutions across the entire customer care value chain, customized for each individual client’s needs and sophistications.
We offer a comprehensive portfolio of customizable, yet scalable, solutions that comprise front-end and back-end services ranging from sales, applications processing, customer care and credit management. From our suite of products and value-added services, we derive embedded and integrated industry-tailored solutions for a large and diverse group of multi-national companies. Our solutions to our base of over 450 clients are delivered by approximately 155,000 of our highly engaged customer care specialists and facilitated by our best-in-class technology infrastructure and multi-channel delivery platform. We believe we bring a differentiated combination of scale, customer transaction processing capacity and industry expertise to our clients’ customer care operations, which allow us to provide higher-quality customer care services more cost-effectively than our clients could deliver on their own.
Basis of Preparation
We prepare our financial statements in accordance with IFRS as issued by the IASB. As a result of the Acquisition, we applied acquisition accounting whereby the purchase price paid was allocated to the acquired assets and assumed liabilities at fair value. See Note 2 to the Successor financial statements for further detail. Our financial reporting periods presented herein are as follows:
 
 	•	 	The Predecessor period refers to the year ended December 31, 2011 and the period from January 1, 2012 through November 30, 2012 and reflects the combined carve-out results of operations of the Predecessor.	
 
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 	•	 	The Successor period reflects the consolidated results of operations of the Successor, which includes the effects of acquisition accounting, for the period from December 1, 2012 to December 31, 2012 and for the year ended December 31, 2013.	
The results of operations for the year ended December 31, 2011 and for the period from January 1, 2012 to November 30, 2012 presented herein were derived from our audited Predecessor financial statements and related notes thereto included elsewhere in this prospectus. The results of operations for the one-month period from December 1, 2012 to December 31, 2012 and for the year ended December 31, 2013 presented herein were derived from our audited Successor financial statements and related notes thereto included elsewhere in this prospectus.
The unaudited Aggregated 2012 Financial Information is derived by adding together the corresponding data from the audited Predecessor financial statements for the period from January 1, 2012 to November 30, 2012 and the corresponding data from the audited Successor financial statements for the one-month period from December 1, 2012 to December 31, 2012 appearing elsewhere in this prospectus. Prior to the Acquisition, the Predecessor financial statements were prepared on a combined carve-out basis from the Atento business of Telefónica. See Note 2 to the Predecessor financial statements. The allocations in Predecessor periods were based upon various assumptions and estimates and actual results may differ from these allocations, assumptions and estimates. Accordingly, the Predecessor financial statements should not be relied upon as being representative of our financial position, results of operations or cash flows had we operated on a standalone basis. The financial data for the one-month period from December 1, 2012 to December 31, 2012 used in the preparation of the unaudited Aggregated 2012 Financial Information include the impact of the Acquisition on the results of operations derived from our new financing structure, the new basis of accounting for the assets acquired and the liabilities assumed and the costs incurred in connection with the Acquisition, which are mainly reflected in depreciation and amortization, other operating expenses and finance costs.
This presentation of our unaudited Aggregated 2012 Financial Information is for illustrative purposes only, is not presented in accordance with IFRS, and is not necessarily comparable to previous or subsequent periods, or indicative of results expected in any future period.
Segments
We offer our CRM BPO services to clients primarily in Latin America and EMEA. Our business is comprised of three geographic operating segments:
 
 	•	 	Brazil;	
 
 	•	 	Americas, which includes the activities carried out by the various Spanish-speaking companies in Mexico, Central and South America (excluding Brazil). It also includes operations in the United States; and	
 
 	•	 	EMEA (Europe, Middle East and Africa), which consists of our operations in Spain, the Czech Republic and Morocco.	
See Note 23 to the Successor financial statements and Note 20 to the Predecessor financial statements for additional information on our segment results.
Key Factors Affecting Results of Operations
We believe that the following factors have significantly affected our results of operations for the years ended December 31, 2011, 2012 and 2013.
 
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Macroeconomic Trends
Latin America
A substantial proportion of our business is carried out in Latin America. In the Latin America region, which includes our operating segments in Brazil and the Americas, we generated 83.6%, 83.7% and 84.5% of our revenue (in each case, before holding company level revenue and consolidation adjustments) for the years ended December 31, 2011, 2012 and 2013, respectively. As a result, our financial condition and results of operations are significantly influenced by macroeconomic developments in Latin America. See “Risk Factors—Risks Relating to our Business—A substantial portion of our revenue, operations and investments are located in Latin America and we are therefore exposed to risks inherent in operating and investing in the region.” In recent years, macroeconomic conditions have tended to be favorable in many of the countries in the region, including growth in GDP, purchasing power, a growing middle class and relatively stable currency exchange rates and inflation. Based on data from the Economist Intelligence Unit (“EIU”), we believe that these positive macroeconomic trends in Latin America will continue over the long term and lead to increased demand for our services.
The table below sets forth the GDP, GDP growth, population growth, consumer price inflation and unemployment for the periods and countries indicated.

 	  	Brazil	 	 	Mexico	 	 	Argentina (1)	 	 	Chile	 	 	Colombia	 	 	Peru	 	
GDP (US$ in billions at 2005 constant prices)	  				 				 				 				 				 				
2011	  	$	1,126	  	 	$	990	  	 	$	276	  	 	$	157	  	 	$	195	  	 	$	120	  	
2012	  	 	1,138	  	 	 	1,027	  	 	 	282	  	 	 	165	  	 	 	203	  	 	 	127	  	
2013	  	 	1,164	  	 	 	1,040	  	 	 	295	  	 	 	172	  	 	 	212	  	 	 	134	  	
							
GDP growth (year-over-year)	  				 				 				 				 				 				
2011	  	 	2.7	% 	 	 	4.0	% 	 	 	8.9	% 	 	 	5.8	% 	 	 	6.6	% 	 	 	6.9	% 	
2012	  	 	1.0	  	 	 	3.7	  	 	 	1.9	  	 	 	5.4	  	 	 	4.2	  	 	 	6.3	  	
2013	  	 	2.3	  	 	 	1.3	  	 	 	4.9	  	 	 	4.1	  	 	 	4.3	  	 	 	5.2	  	
							
Population growth (year-over-year)	  				 				 				 				 				 				
2011	  	 	1.0	% 	 	 	1.2	% 	 	 	0.9	% 	 	 	0.9	% 	 	 	1.3	% 	 	 	1.3	% 	
2012	  	 	0.9	  	 	 	1.0	  	 	 	0.9	  	 	 	0.9	  	 	 	1.3	  	 	 	1.3	  	
2013	  	 	0.9	  	 	 	1.1	  	 	 	0.9	  	 	 	0.9	  	 	 	1.3	  	 	 	1.3	  	
							
Consumer price inflation (year-over-year) 	  				 				 				 				 				 				
2011	  	 	6.6	% 	 	 	3.4	% 	 	 	24.4	% 	 	 	3.3	% 	 	 	3.4	% 	 	 	3.4	% 	
2012	  	 	5.4	  	 	 	4.1	  	 	 	25.3	  	 	 	3.0	  	 	 	3.2	  	 	 	3.7	  	
2013	  	 	6.2	  	 	 	3.8	  	 	 	20.7	  	 	 	1.9	  	 	 	2.0	  	 	 	2.8	  	
							
Unemployment	  				 				 				 				 				 				
2011	  	 	6.0	% 	 	 	5.2	% 	 	 	7.2	% 	 	 	6.6	% 	 	 	10.8	% 	 	 	7.9	% 	
2012	  	 	5.5	  	 	 	5.0	  	 	 	7.2	  	 	 	6.1	  	 	 	10.4	  	 	 	5.2	  	
2013	  	 	5.4	  	 	 	4.9	  	 	 	7.1	  	 	 	5.7	  	 	 	9.7	  	 	 	5.5	  	

Source:	Economist Intelligence Unit (“EIU”).	
(1)	EIU sources Argentina data from PriceStat due to widespread concerns over reliability of official data series.	

 	  	Brazil	 	  	Mexico	 	  	Argentina	 	  	Chile	 	  	Colombia	 	  	Peru	 	
End of period U.S. dollar exchange rate	  				  				  				  				  				  				
2011	  	 	1.88	  	  	 	13.95	  	  	 	4.30	  	  	 	519.20	  	  	 	1,942.70	  	  	 	2.70	  	
2012	  	 	2.04	  	  	 	12.97	  	  	 	4.92	  	  	 	479.96	  	  	 	1,768.23	  	  	 	2.55	  	
2013	  	 	2.34	  	  	 	13.08	  	  	 	6.52	  	  	 	524.61	  	  	 	1,926.83	  	  	 	2.80	  	

Source:	As reported by the relevant central bank of each country.	
 
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EMEA
The remainder of our business is carried out in EMEA. In EMEA, which consists primarily of our operations in Spain, we generated 16.4%, 16.3% and 15.5% of our revenue (in each case, before holding company level revenue and consolidation adjustments) for the years ended December 31, 2011, 2012 and 2013, respectively. As a result, our financial condition and results of operations are influenced by macroeconomic developments in Europe, and more specifically Spain. According to EIU, Spain’s real GDP declined at a CAGR of 0.9% from 2010 to 2013 and unemployment rose from 20.1% to 26.4% during the same period. However, based on data from EIU, we believe that these adverse macro-economic conditions will begin to recover in 2014.
Impact of Foreign Currency Translation
As we have operations in countries with different currencies, foreign currency fluctuations have had an impact on our results of operations. Nevertheless, we benefit from the fact that the majority of the revenue we collect in each country in which we have operations is principally denominated in the same currency as the operating expenses we incur in that country, providing us with a natural hedge. For the years ended December 31, 2011, 2012 and 2013, 94.1%, 94.3% and 95.4%, respectively, of the revenue we collected in each country in which we have operations was denominated in the same currency as the operating expenses we incurred in earning this revenue. Our indebtedness is either denominated in local currency or in the case of indebtedness denominated in U.S. dollars, hedged in local currencies. See “Description of Certain Indebtedness” and “—Quantitative and Qualitative Disclosures about Market Risk—Foreign Currency Risk.” While we face foreign currency translation risk for the purposes of preparing our consolidated financial statements, the impact on operating profit, profit for the period, cash flows, EBITDA and dividends is mitigated, to a certain degree, by our ability to match the above percentages of revenue with expenses in the same local currencies.
The main impact of foreign currency fluctuations on us can be summarized as follows:
 
 	•	 	Translation differences (impact on the statements of changes in equity and cash flows) . For the year ended December 31, 2013, 98.0% of our revenue was generated in non-U.S. dollar currency countries. As such, we are affected by variations in exchange rates resulting from the conversion of the financial statements of our subsidiaries operating in currencies other than the U.S. dollar through the consolidation process. For the purposes of preparing our financial statements, we convert our subsidiaries’ financial statements as follows: statements of financial position are translated into U.S. dollars from local currencies at the period-end exchange rate, shareholders’ equity is translated at historical exchange rates prevailing on the transaction date and income and cash flow statements are translated at average exchange rates for the period.	
 
 	•	 	Foreign exchange differences (impact on income statements and statements of cash flow). This includes losses or profits generated by the changing value of non-functional currency monetary assets and liabilities due to exchange rate variations.	
 
 	•	 	Year-on-year growth . The year-on-year variation in exchange rates directly impacts our growth. Reported revenue growth in 2013 was 1.0%, whereas excluding the impact of fluctuations in foreign exchange, revenue increased by 7.5% compared to 2012. Reported revenue decreased by 4.2% in 2012, whereas excluding the impact of foreign exchange, revenue increased by 6.7% compared to 2011.	
In the discussion below of our results of operations, we have provided certain comparisons on both an as reported and a constant currency basis. The constant currency presentation is a non-GAAP financial measure, which excludes the impact of fluctuations in foreign currency exchange rates. We believe providing constant currency information provides valuable supplemental information regarding our results of operations, consistent with how we evaluate our performance. We calculate constant currency percentages by converting our results of operations into U.S. dollars for the period using the average exchange rate of the prior period and comparing these adjusted amounts to our prior period reported results. We refer to such comparisons as being made on a “constant currency basis” or as “excluding the impact of foreign exchange.” This calculation may differ from
 
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similarly titled measures used by others and, accordingly, the constant currency presentation is not meant to be a substitution for recorded amounts presented in conformity with IFRS nor should such amounts be considered in isolation. Moreover, constant currency presentations are not necessarily indicative of historical or future results of operations. Currency fluctuations affect general economic and business conditions, including, for example, a country’s inflation and international trade competitiveness and, as a result, a company’s performance cannot be evaluated solely on the basis of a constant currency presentation.
Client Relationship with Telefónica
Telefónica, a leading global telecommunications company and our owner prior to the Acquisition, and its various affiliates, has been our most important client in terms of revenue, and we currently anticipate that they will continue to be our most important client in the near future. Since 1999, when Telefónica contributed approximately 90% of the revenue of the AIT Group, we have pursued the diversification of our client base such that the revenue from Telefónica Group companies was 51.1%, 50.0% and 48.5% in the years ended December 31, 2011, 2012 and 2013, respectively, as revenue from non-Telefónica customers has grown faster than revenue from Telefónica.
Our service agreements with Telefónica Group companies remained in effect following the consummation of the Acquisition, and we entered into the MSA, a new framework agreement that replaced our prior framework agreement with Telefónica which has a term that ends on December 31, 2021. The MSA requires the Telefónica Group companies to meet pre-agreed minimum annual revenue commitments in the jurisdictions in which we currently conduct business (other than Argentina). See “Business—Our Clients—Telefónica Group Master Service Agreement” for a brief discussion of the material terms of the MSA. The MSA is not intended to affect the existing service contracts, which generally remain in effect in accordance with their terms (including their respective payment terms) and are renegotiated individually. See “Risk Factors—Risks Related to Our Business—Telefónica, certain of its affiliates and a few other major clients account for a significant portion of our revenue and any loss of a large portion of business from these clients could have a material adverse effect on our business, financial condition, results of operations and prospects.”
Fluctuations in our Operating Profit Margins
A number of factors have affected our operating profit margins during the periods discussed below, including, but not limited to, the following:
Increases in employee salaries resulting from inflation
Most of our service contracts with our clients provide for pricing adjustments that result from changes in macroeconomic conditions (e.g., increases or decreases in the consumer price index of an applicable jurisdiction). However, when salary levels of our employees increase, we may not be able to fully pass on these increases to our clients or do so on a timely basis, which tends to depress our operating profit margins if we cannot offset these increases in employee salaries above inflationary levels or generate sufficient operating efficiency gains.
Increase in amortization expenses
In connection with the Acquisition, we have recognized $383.3 million of additional intangible assets in 2012 as part of the allocation of the purchase price to the acquired assets and assumed liabilities. These intangible assets, which represent our client relationships with Telefónica and with other clients, generally have useful lives estimated to be nine years. The amortization of these intangible assets had a negative impact of $40.7 million on our operating profit for the year ended December 31, 2013, as compared to an immaterial amount in 2012 and none in 2011. During the period over which we will amortize these assets, assuming that there is no impairment in the future, there will be a continuing impact of the straight-line amortization of these assets on our operating profit margins.
 
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Increased set-up costs driven by increased demand
A significant increase in demand in the market for CRM BPO services can directly result in an increase in employee benefits expenses which we incur to hire and train additional employees to meet increased demand. As these expenses for hiring and training our employees are typically incurred in an earlier period than the expected accrual of the related revenue from the increase in demand, it has the effect of causing temporary decreases in our operating profit margins.
Fluctuations in demand
Any significant fluctuation in the volume of services demanded by our clients would require us to adjust the number of employees to adapt to such changes in demand. As our business depends on maintaining and training large numbers of employees to service our clients’ business needs, we cannot terminate employees on short notice to respond to sudden or unexpected changes in demand, as rehiring and retraining employees at a later date would force us to incur additional expenses. Furthermore, any termination of our employees would also involve the incurrence of significant additional costs in the form of severance payments to comply with employment regulations in various jurisdictions in which we operate our business, all of which would have an adverse impact on our operating profit margins. However, the risk associated with fluctuations in demand may be partially mitigated by the long-term growth trends of the industry that we anticipate in Brazil and the Americas, as well as our focus on efficiencies in operating costs.
Effect of Operating Leases
We routinely lease call center facilities, buildings and equipment under operating leases in the regions in which we conduct our operations rather than purchase those buildings and equipment as some of our competitors do. Our operating lease expenses decreased from $138.0 million in 2011 to $124.6 million in 2012 and to $118.3 million in 2013, primarily as a result of the effect of foreign exchange fluctuation. As a percentage of revenue, such operating leases represented 5.7%, 5.4% and 5.1%, respectively. The number of workstations we use in our service delivery centers increased from 73,249 as of December 31, 2011 to 77,062 as of December 31, 2012 and 78,188 as of December 31, 2013. Since we lease all of our call center facilities, which increases our operating expenses and does not result in a depreciation expense, our EBITDA performance has historically differed from competitors who own their buildings and equipment, as related financings have generally resulted in higher depreciation expenses for those competitors and have increased such competitors’ EBITDA.
Seasonality
Our performance is subject to seasonal fluctuations. For each of the periods presented herein, our performance was lower in the first quarter of the year than in the remaining three quarters of the year. This is primarily due to the fact that (i) our clients generally spend less in the first quarter of the year after the year-end holiday season, (ii) the initial costs to train and hire new employees at new service delivery centers to provide additional services to our clients are usually incurred in the first quarter of the year, and (iii) statutorily mandated minimum wage and salary increases of operators, supervisors and coordinators in many of the countries in which we operate are generally implemented at the beginning of the first quarter of each year, whereas revenue increases related to inflationary adjustments and contracts negotiations generally take effect after the first quarter. We have also found that our revenue increases further in the last quarter of the year, especially in November and December, as the year-end holiday season begins and we have an increase in business activity resulting from the handling of holiday season promotions offered by our clients. These seasonal effects also cause differences in revenue and expenses among the various quarters of any financial year, which means that the individual quarters of a year should not be directly compared with each other or be used to predict annual financial results.
Significant Market Trends
We believe that the following significant market trends are the most important trends affecting our results of operations, and we believe these will continue to have a material impact on our results of operations in the future.
 
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Continuing Trend For Further Outsourcing For CRM Services
In recent years, companies have increasingly sought to outsource certain non-core business activities, such as customer care services and sales functions, especially in the regions in which we have significant business operations, including Latin America. This trend towards outsourcing non-core business activities has, in our view, principally been driven by rising costs, competitive pressures and increased operational complexity, resulting in the need to outsource these non-core business activities to enable companies to focus on their core competencies. The penetration within individual clients in the market for CRM BPO services has increased significantly in recent years. We believe there are two main drivers of this increase in penetration: first, existing users of CRM BPO are outsourcing more of their CRM operations to specialist third party BPO providers; secondly, new clients are adopting third party solutions for these services as opposed to using in-house solutions, to take advantage of the labor arbitrage, specialist knowledge and cost efficiencies.
Growth in Our Business Directly Linked to Growth in the Businesses of Key Clients
We structure our contracts with our clients such that, while the price of our services is agreed, the volume of CRM BPO services we deliver during a particular period depends upon the performance of our clients’ business. As our current business is significantly exposed to the telecommunications and financial services sectors, our business is particularly dependent upon the continued growth of our clients’ business in those sectors. As a result, if the business of one of our key clients increases, resulting in the generation of more customer activity, our business also increases as that customer activity is outsourced to us. On the other hand, if the business of one of our key clients decreases resulting in a reduction of customer activity, our business also decreases, as less customer activity will be outsourced to us.
Development of CRM BPO Solutions
The industry is experiencing a transition towards outsourcing more complex multi-channel solutions, thus creating an opportunity for CRM BPO providers, including us, to up-sell and cross-sell our services. Our vertical industry expertise in telecommunications, financial services and multi-sector, allows us to develop tailored solutions for our clients, further embedding us into their value chain while delivering impactful business results and increasing the portion of our client’s CRM BPO services we provide. We have proactively diversified and expanded our solutions offering, increasing their sophistication and developing customized solutions such as our smart collections, B2B Efficient sales, Insurance Management, Credit Management and other BPO processes. We expect the share of revenue from CRM BPO solutions to increase going forward.
New Pricing Models for Our CRM BPO Services
We operate in a competitive industry which from time to time exhibits pressure on pricing for CRM BPO services. We believe that we have a strong track record in successful pricing negotiations with our clients by offering flexible pricing models with fixed pricing, variable pricing, and outcome-based pricing if certain performance indicators are achieved, depending on the type of CRM BPO services our clients purchase from us and their business objectives. We also believe that new contracts will increasingly be based on more outcome-based pricing and hybrid pricing models as means of making services more transparent and further driving demand for CRM BPO services. In addition, our service contracts with most of our key clients include inflation-based adjustments to offset adverse inflationary effects which (depending on the movements in the applicable consumer price indices (“CPIs”) of the countries in which our clients operate) will have the effect of increasing, if the CPI of an applicable jurisdiction increases, or decreasing, if the CPI decreases, the employee benefits expenses which we can pass onto our clients. We believe that our flexible pricing models allow us to maximize our revenue in a price competitive environment while maintaining the high quality of our CRM BPO services.
Potential Customers May be Reluctant to Change Their CRM BPO Service Provider
As companies begin to use the services of CRM BPO services providers more extensively as their businesses grow, they become more reliant on the CRM BPO services provider because the companies often
 
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expand the range and scope of the CRM BPO services which they use. For example, for the year ended December 31, 2013, 85.3% of our revenue was earned from client groups (excluding the Telefónica Group) that had been our clients for five or more years. Furthermore, for the years ended December 31, 2011, 2012 and 2013, our retention rates were 97.9%, 98.5% and 99.3%, respectively, based on revenue. We believe it is difficult for clients to switch a large number of workstations to competitors principally because of the following factors: (i) the extensive training required for the service provider’s employees; (ii) the level of process integration with the provider which can be time consuming and costly; and (iii) the potential disruption caused to the client’s users by introducing a new end-service provider. As a result, absent a compelling reason to change CRM BPO service provider, such as significant differences in quality or price, companies generally tend to stay with their CRM BPO services provider, making it difficult for another CRM BPO services provider to acquire the client’s work.
Description of Principal Income Statement Items
Revenue
Revenue is principally generated by providing CRM BPO services to our clients. Revenue is recognized on an accrual basis, accounting for the related amounts as the services are provided to the client, when the teleoperation occurs or when certain contact center consulting work is carried out. Invoicing schemes may be fixed, variable, hybrid or outcome-based, with the tendency to follow models where invoices are issued based on customer business indicators.
Other operating income
Other operating income includes grants received from governments and government entities in the countries in which we operate. To receive these grants, we must commit to employ persons from certain population segments or to operate our business in certain areas to generate employment opportunities in those areas. Other operating income also includes gains from the disposal of fixed assets and recoveries from insurance claims.
Total operating expenses
Our operating expenses consist principally of:
 
 	•	 	Supplies . Supplies consist of costs principally incurred in the provision of our services to our clients, including telecommunications and technology services, as well as the costs of leasing workstations within service delivery centers owned by our clients.	
 
 	•	 	Employee benefit expense . Employee benefits expenses consist of the total remuneration paid to our employees and administrative and executive staff, including a base salary and additional compensation depending on the status of the employee (permanent or temporary), as well as employee termination costs.	
 
 	•	 	Depreciation and amortization . Depreciation and amortization consist of the recognition of a charge for all tangible and intangible assets with finite lives using the straight-line method over their useful life.	
 
 	•	 	Changes in trade provisions . Changes in trade provisions include the result of changes in the provision for bad debt.	
 
 	•	 	Other operating expenses . Other operating expenses consist of the costs of leasing facilities, buildings and computer workstations in our service delivery centers, installation and maintenance, professional services including consulting, legal and other professional advisory services fees, utilities, transportation, travel expenses, taxes (excluding corporate income tax), penalties, fines and contingencies and impairment of assets, among others.	
 
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Operating profit/(loss)
Operating profit/(loss) consists principally of revenue and other operating income less operating expenses.
Finance income
Finance income consists principally of interest on cash surpluses, income from long-term monetary investments and gains on adjustment for fair value of financial instruments.
Finance costs
Finance costs consist principally of interest and other expenses paid on short- and long-term loans and borrowings, as well as interest and expenses on current account overdrafts and losses on adjustment for fair value of financial instruments.
Net foreign exchange gain/(loss)
Net foreign exchange gain/(loss) consists of gains and losses originating from currency exchange differences related to assets and liabilities denominated in foreign currencies.
Income tax expense
Income tax expense consists of the corporate income tax to be paid on our corporate profit, including deferred tax.
Profit/(Loss) for the period
Profit/(loss) for the period consists of total of profit/(loss) for the period from continuing operations and from discontinued operations.
Results of Operations
The tables below set forth our historical results of operations, other financial data and the percentage change between the periods ended December 31, 2011, 2012 and 2013. Due to the Acquisition, the financial data for the Successor period may not be comparable to that of the Predecessor period presented in the accompanying table. The unaudited Aggregated 2012 Financial Information is derived by adding together the corresponding data from the audited Predecessor financial statements for the period from January 1, 2012 to November 30, 2012 and the corresponding data from the audited Successor financial statements for the one-month period from December 1, 2012 to December 31, 2012 appearing elsewhere in this prospectus. Prior to the Acquisition, the Predecessor financial statements were prepared on a combined carve-out basis from the Atento business of Telefónica. See Note 2 to the Predecessor financial statements. The allocations in Predecessor periods were based upon various assumptions and estimates and actual results may differ from these allocations, assumptions and estimates. Accordingly, the Predecessor financial statements should not be relied upon as being representative of our financial position, results of operations or cash flows had we operated on a standalone basis. The financial data for the one-month period from December 1, 2012 to December 31, 2012 used in the preparation of the unaudited Aggregated 2012 Financial Information include the impact of the Acquisition on the results of operations derived from our new financing structure, the new basis of accounting for the assets acquired and the liabilities assumed and the costs incurred in connection with the Acquisition, which are mainly reflected in depreciation and amortization, other operating expenses and finance costs. This presentation of our unaudited Aggregated 2012 Financial Information is for illustrative purposes only, is not presented in accordance with IFRS and is not necessarily comparable to previous or subsequent periods, or indicative of results expected in any future period.
 
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 	 	Predecessor	 	 	 	 	 	 	Successor	 	 	Non-IFRS
Aggregated	 	 	 	 	 	 	 	 	Successor	 	 	 	 	 	 	 	
 	 	As of and
for the year
ended
December 31,
2011	 	 	As of and
for the
period
from Jan 1
– Nov 30,
2012	 	 	 	 	 	 	As of and
for the
period
from Dec 1
– Dec 31,
2012	 	 	For the year
ended
December 31,
2012	 	 	Change
%	 	 	Change
excluding
FX
%	 	 	As of and for
the year
ended
December 31,
2013	 	 	Change
%	 	 	Change
excluding
FX
%	 	
 	 	 	 	 	 	 	 		 		 	 	 	 	(unaudited)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
($ in millions, except
percentage changes)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Revenue	 	 	2,417.3	  	 	 	2,125.9	  	 	 	 		 	 	190.9	  	 	 	2,316.8	  	 	 	(4.2	) 	 	 	6.7	  	 	 	2,341.1	  	 	 	1.0	  	 	 	7.5	  	
Other operating income	 	 	7.2	  	 	 	1.9	  	 	 	 		 	 	1.8	  	 	 	3.7	  	 	 	(48.6	) 	 	 	(44.4	) 	 	 	4.4	  	 	 	18.9	  	 	 	21.6	  	
Own work capitalized	 	 	—	  	 	 	—	  	 	 	 		 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	0.9	  	 	 	N.M.	  	 	 	N.M.	  	
Operating expenses:	 				 				 	 	 		 				 				 				 				 				 				 				
Supplies	 	 	(129.8	) 	 	 	(105.5	) 	 	 	 		 	 	(8.4	) 	 	 	(113.9	) 	 	 	(12.2	) 	 	 	(2.3	) 	 	 	(115.3	) 	 	 	1.2	  	 	 	6.8	  	
Employee benefit expense	 	 	(1,701.9	) 	 	 	(1,482.8	) 	 	 	 		 	 	(126.7	) 	 	 	(1,609.5	) 	 	 	(5.4	) 	 	 	5.1	  	 	 	(1,643.5	) 	 	 	2.1	  	 	 	8.5	  	
Depreciation and amortization	 	 	(78.5	) 	 	 	(78.1	) 	 	 	 		 	 	(7.5	) 	 	 	(85.6	) 	 	 	9.0	  	 	 	20.1	  	 	 	(129.0	) 	 	 	50.7	  	 	 	57.0	  	
Changes in trade provisions	 	 	(2.7	) 	 	 	(13.9	) 	 	 	 		 	 	2.8	  	 	 	(11.1	) 	 	 	N.M.	  	 	 	N.M.	  	 	 	2.0	  	 	 	N.M.	  	 	 	N.M.	  	
Other operating expenses	 	 	(356.0	) 	 	 	(283.7	) 	 	 	 		 	 	(95.3	) 	 	 	(379.0	) 	 	 	6.5	  	 	 	18.3	  	 	 	(355.6	) 	 	 	(6.2	) 	 	 	(0.6	) 	
Total operating expenses	 	 	(2,268.9	) 	 	 	(1,964.0	) 	 	 	 		 	 	(235.1	) 	 	 	(2,199.1	) 	 	 	(3.1	) 	 	 	7.7	  	 	 	(2,241.4	) 	 	 	1.9	  	 	 	8.1	  	
Operating profit/(loss)	 	 	155.6	  	 	 	163.8	  	 	 	 		 	 	(42.4	) 	 	 	121.4	  	 	 	(22.0	) 	 	 	(10.3	) 	 	 	105.0	  	 	 	(13.5	) 	 	 	(1.2	) 	
Finance income	 	 	10.9	  	 	 	11.6	  	 	 	 		 	 	2.6	  	 	 	14.2	  	 	 	30.3	  	 	 	44.0	  	 	 	17.8	  	 	 	25.4	  	 	 	32.4	  	
Finance costs	 	 	(19.2	) 	 	 	(23.5	) 	 	 	 		 	 	(8.7	) 	 	 	(32.2	) 	 	 	67.7	  	 	 	87.5	  	 	 	(135.1	) 	 	 	N.M.	  	 	 	N.M.	  	
Net foreign exchange gain / (loss)	 	 	(2.8	) 	 	 	(1.0	) 	 	 	 		 	 	—	  	 	 	(1.0	) 	 	 	(64.3	) 	 	 	(50.0	) 	 	 	16.6	  	 	 	N.M.	  	 	 	N.M.	  	
Net finance expense	 	 	(11.1	) 	 	 	(12.9	) 	 	 	 		 	 	(6.0	) 	 	 	(19.0	) 	 	 	71.2	  	 	 	95.5	  	 	 	(100.7	) 	 	 	N.M.	  	 	 	N.M.	  	
Profit/(loss) before tax	 	 	144.5	  	 	 	150.9	  	 	 	 		 	 	(48.5	) 	 	 	102.4	  	 	 	(29.1	) 	 	 	(18.4	) 	 	 	4.3	  	 	 	(95.8	) 	 	 	(85.4	) 	
Income tax expense	 	 	(54.9	) 	 	 	(60.7	) 	 	 	 		 	 	(8.1	) 	 	 	(68.8	) 	 	 	25.3	  	 	 	27.5	  	 	 	(8.3	) 	 	 	(87.9	) 	 	 	(82.7	) 	
Profit/(loss) for the period	 	 	90.3	  	 	 	90.2	  	 	 	 		 	 	(56.6	) 	 	 	33.6	  	 	 	(62.8	) 	 	 	(47.0	) 	 	 	(4.0	) 	 	 	(111.9	) 	 	 	(90.8	) 	
Profit/(loss) for the period from continuing operations	 	 	89.6	  	 	 	90.2	  	 	 	 		 	 	(56.6	) 	 	 	33.6	  	 	 	(62.5	) 	 	 	(46.5	) 	 	 	(4.0	) 	 	 	(111.9	) 	 	 	(90.8	) 	
Profit after tax from discontinued operations	 	 	0.7	  	 	 	—	  	 	 	 		 	 	—	  	 	 	—	  	 	 	N.M.	  	 	 	N.M.	  	 	 	—	  	 	 	—	  	 	 	—	  	
Non-controlling interests	 	 	(2.4	) 	 	 	(0.4	) 	 	 	 		 	 	—	  	 	 	(0.4	) 	 	 	(83.3	) 	 	 	N.M.	  	 	 	—	  	 	 	—	  	 	 	—	  	
Profit/(loss) for the period attributable to equity holders of the parent	 	 	87.9	  	 	 	89.7	  	 	 	 		 	 	(56.6	) 	 	 	33.1	  	 	 	(62.3	) 	 	 	(46.0	) 	 	 	(4.0	) 	 	 	(112.1	) 	 	 	(90.6	) 	
Other financial data:	 				 				 	 	 		 				 				 				 				 				 				 				
EBITDA (1) (unaudited)	 	 	234.1	  	 	 	241.9	  	 	 	 		 	 	(34.9	) 	 	 	207.0	  	 	 	(11.6	) 	 	 	(0.1	) 	 	 	234.0	  	 	 	13.0	  	 	 	22.9	  	
Adjusted EBITDA (1) (unaudited)	 	 	246.9	  	 	 	235.9	  	 	 	 		 	 	32.2	  	 	 	268.1	  	 	 	8.6	  	 	 	21.5	  	 	 	295.1	  	 	 	10.1	  	 	 	16.9	  	

(1)	For a reconciliation to IFRS as issued by the IASB, see “Selected Historical Financial Information.”	
N.M.	means not meaningful.	
 
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The following chart sets forth a breakdown of selected income statement items for the periods presented for our operations in Brazil, the Americas and EMEA.

 	 	Predecessor	 	 	 	 	 	 	Successor	 	 	Non-IFRS
Aggregated	 	 	 	 	 	 	 	 	Successor	 	 	 	 	 	 	 	
 	 	As of and
for the year
ended
December 31,
2011	 	 	As of and
for the
period
from Jan 1
– Nov 30,
2012	 	 	 	 	 	 	As of and
for the
period
from Dec 1
– Dec 31,
2012	 	 	For the year
ended
December 31,
2012	 	 	Change
%	 	 	Change
excluding
FX
%	 	 	As of and for
the year
ended
December 31,
2013	 	 	Change
%	 	 	Change
excluding
FX
%	 	
 	 	 	 	 	 	 	 		 		 	 	 	 	(unaudited)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
($ in millions, except
percentage changes)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(%)	 	 	(%)	 	 	 	 	 	(%)	 	 	 	 	
Revenue:	 				 				 	 	 	 	 				 				 				 				 				 				 				
Brazil	 	 	1,343.1	  	 	 	1,116.8	  	 	 	 	 	 	 	96.3	  	 	 	1,213.1	  	 	 	(9.7	) 	 	 	5.3	  	 	 	1,206.1	  	 	 	(0.6	) 	 	 	9.6	  	
Americas	 	 	679.2	  	 	 	662.1	  	 	 	 	 	 	 	64.1	  	 	 	726.2	  	 	 	6.9	  	 	 	11.3	  	 	 	772.7	  	 	 	6.4	  	 	 	11.6	  	
EMEA	 	 	396.7	  	 	 	347.8	  	 	 	 	 	 	 	30.7	  	 	 	378.5	  	 	 	(4.6	) 	 	 	3.2	  	 	 	363.1	  	 	 	(4.1	) 	 	 	(7.0	) 	
Other and eliminations (1)	 	 	(1.7	) 	 	 	(0.8	) 	 	 	 	 	 	 	(0.2	) 	 	 	(1.0	) 	 	 	(41.2	) 	 	 	N.M.	  	 	 	(0.8	) 	 	 	(20.0	) 	 	 	N.M.	  	
Total Revenue	 	 	2,417.3	  	 	 	2,125.9	  	 	 	 	 	 	 	190.9	  	 	 	2,316.8	  	 	 	(4.2	) 	 	 	6.7	  	 	 	2,341.1	  	 	 	1.0	  	 	 	7.5	  	
Operating expense:	 				 				 	 	 	 	 				 				 				 				 				 				 				
Brazil	 	 	(1,238.6	) 	 	 	(1,025.4	) 	 	 	 	 	 	 	(84.4	) 	 	 	(1,109.8	) 	 	 	(10.4	) 	 	 	4.4	  	 	 	(1,113.6	) 	 	 	0.3	  	 	 	10.6	  	
Americas	 	 	(615.5	) 	 	 	(602.6	) 	 	 	 	 	 	 	(52.4	) 	 	 	(655.0	) 	 	 	6.4	  	 	 	10.4	  	 	 	(705.9	) 	 	 	7.8	  	 	 	12.9	  	
EMEA	 	 	(373.7	) 	 	 	(319.3	) 	 	 	 	 	 	 	(28.9	) 	 	 	(348.2	) 	 	 	(6.8	) 	 	 	0.8	  	 	 	(365.2	) 	 	 	4.9	  	 	 	1.7	  	
Other and eliminations (1)	 	 	(41.1	) 	 	 	(16.7	) 	 	 	 	 	 	 	(69.4	) 	 	 	(86.1	) 	 	 	N.M.	  	 	 	N.M.	  	 	 	(56.7	) 	 	 	(34.1	) 	 	 	N.M.	  	
Total operating expenses	 	 	(2,268.9	) 	 	 	(1,964.0	) 	 	 	 	 	 	 	(235.1	) 	 	 	(2,199.1	) 	 	 	(3.1	) 	 	 	7.7	  	 	 	(2,241.4	) 	 	 	1.9	  	 	 	8.1	  	
Operating profit/(loss) :	 				 				 	 	 	 	 				 				 				 				 				 				 				
Brazil	 	 	108.2	  	 	 	91.2	  	 	 	 	 	 	 	12.3	  	 	 	103.5	  	 	 	(4.3	) 	 	 	11.9	  	 	 	94.8	  	 	 	(8.4	) 	 	 	1.0	  	
Americas	 	 	65.0	  	 	 	62.7	  	 	 	 	 	 	 	11.7	  	 	 	74.4	  	 	 	14.5	  	 	 	20.0	  	 	 	67.6	  	 	 	(9.1	) 	 	 	(4.6	) 	
EMEA	 	 	25.4	  	 	 	29.1	  	 	 	 	 	 	 	3.2	  	 	 	32.3	  	 	 	27.2	  	 	 	37.8	  	 	 	(0.1	) 	 	 	(100.3	) 	 	 	(100.3	) 	
Other and eliminations (1)	 	 	(43.0	) 	 	 	(19.2	) 	 	 	 	 	 	 	(69.6	) 	 	 	(88.8	) 	 	 	N.M.	  	 	 	N.M.	  	 	 	(57.3	) 	 	 	(35.5	) 	 	 	N.M.	  	
Total operating profit/(loss)	 	 	155.6	  	 	 	163.8	  	 	 	 	 	 	 	(42.4	) 	 	 	121.4	  	 	 	(22.0	) 	 	 	(10.3	) 	 	 	105.0	  	 	 	(13.5	) 	 	 	(1.2	) 	
Net finance expense :	 				 				 	 	 	 	 				 				 				 				 				 				 				
Brazil	 	 	(4.9	) 	 	 	(6.8	) 	 	 	 	 	 	 	(2.6	) 	 	 	(9.4	) 	 	 	91.8	  	 	 	N.M.	  	 	 	(43.9	) 	 	 	N.M.	  	 	 	N.M.	  	
Americas	 	 	(4.8	) 	 	 	(2.7	) 	 	 	 	 	 	 	(2.7	) 	 	 	(5.4	) 	 	 	12.5	  	 	 	22.9	  	 	 	(3.9	) 	 	 	(27.8	) 	 	 	0.0	  	
EMEA	 	 	(1.0	) 	 	 	(1.4	) 	 	 	 	 	 	 	(0.8	) 	 	 	(2.2	) 	 	 	N.M.	  	 	 	N.M.	  	 	 	(18.4	) 	 	 	N.M.	  	 	 	N.M.	  	
Other and eliminations (1)	 	 	(0.4	) 	 	 	(2.0	) 	 	 	 	 	 	 	(0.0	) 	 	 	(2.0	) 	 	 	N.M.	  	 	 	N.M.	  	 	 	(34.5	) 	 	 	N.M.	  	 	 	N.M.	  	
Total net finance expense	 	 	(11.1	) 	 	 	(12.9	) 	 	 	 	 	 	 	(6.0	) 	 	 	(19.0	) 	 	 	71.2	  	 	 	95.5	  	 	 	(100.7	) 	 	 	N.M.	  	 	 	N.M.	  	
Income tax expense:	 				 				 	 	 	 	 				 				 				 				 				 				 				
Brazil	 	 	(29.3	) 	 	 	(25.9	) 	 	 	 	 	 	 	27.5	  	 	 	1.6	  	 	 	N.M.	  	 	 	N.M.	  	 	 	(17.7	) 	 	 	N.M.	  	 	 	N.M.	  	
Americas	 	 	(16.0	) 	 	 	(25.9	) 	 	 	 	 	 	 	(0.2	) 	 	 	(26.1	) 	 	 	63.1	  	 	 	68.1	  	 	 	(19.3	) 	 	 	(26.1	) 	 	 	(23.0	) 	
EMEA	 	 	(6.9	) 	 	 	(8.2	) 	 	 	 	 	 	 	(0.6	) 	 	 	(8.8	) 	 	 	27.5	  	 	 	39.1	  	 	 	7.8	  	 	 	N.M.	  	 	 	N.M.	  	
Other and eliminations (1)	 	 	(2.7	) 	 	 	(0.7	) 	 	 	 	 	 	 	(34.8	) 	 	 	(35.5	) 	 	 	N.M.	  	 	 	N.M.	  	 	 	20.9	  	 	 	N.M.	  	 	 	N.M.	  	
Total income tax expense	 	 	(54.9	) 	 	 	(60.7	) 	 	 	 	 	 	 	(8.1	) 	 	 	(68.8	) 	 	 	25.3	  	 	 	27.5	  	 	 	(8.3	) 	 	 	(87.9	) 	 	 	(82.7	) 	
Profit/(loss) for the period:	 				 				 	 	 	 	 				 				 				 				 				 				 				
Brazil	 	 	74.1	  	 	 	58.6	  	 	 	 	 	 	 	37.3	  	 	 	95.9	  	 	 	29.4	  	 	 	54.1	  	 	 	33.2	  	 	 	(65.4	) 	 	 	(61.8	) 	
Americas	 	 	44.2	  	 	 	34.1	  	 	 	 	 	 	 	8.8	  	 	 	42.9	  	 	 	(2.9	) 	 	 	2.3	  	 	 	44.4	  	 	 	3.5	  	 	 	6.1	  	
EMEA	 	 	18.2	  	 	 	19.5	  	 	 	 	 	 	 	1.7	  	 	 	21.2	  	 	 	16.5	  	 	 	26.4	  	 	 	(10.7	) 	 	 	N.M.	  	 	 	N.M.	  	
Other and eliminations (1)	 	 	(46.2	) 	 	 	(22.0	) 	 	 	 	 	 	 	(104.4	) 	 	 	(126.4	) 	 	 	N.M.	  	 	 	N.M.	  	 	 	(70.9	) 	 	 	(43.9	) 	 	 	N.M.	  	
Total profit/(loss) for the period	 	 	90.3	  	 	 	90.2	  	 	 	 	 	 	 	(56.6	) 	 	 	33.6	  	 	 	(62.8	) 	 	 	(47.0	) 	 	 	(4.0	) 	 	 	N.M.	  	 	 	(90.8	) 	
Other Financial Data:	 				 				 	 	 	 	 				 				 				 				 				 				 				
EBITDA (2) :	 				 				 	 	 	 	 				 				 				 				 				 				 				
Brazil	 	 	145.7	  	 	 	126.9	  	 	 	 	 	 	 	15.7	  	 	 	142.7	  	 	 	(2.1	) 	 	 	14.4	  	 	 	150.7	  	 	 	5.6	  	 	 	16.5	  	
Americas	 	 	95.1	  	 	 	92.2	  	 	 	 	 	 	 	14.5	  	 	 	106.7	  	 	 	12.2	  	 	 	17.1	  	 	 	115.3	  	 	 	8.1	  	 	 	11.7	  	
EMEA	 	 	34.1	  	 	 	41.4	  	 	 	 	 	 	 	4.4	  	 	 	45.8	  	 	 	34.3	  	 	 	45.5	  	 	 	24.3	  	 	 	(46.9	) 	 	 	(48.7	) 	
Other and eliminations (1)	 	 	(40.7	) 	 	 	(18.6	) 	 	 	 	 	 	 	(69.6	) 	 	 	(88.2	) 	 	 	N.M.	  	 	 	N.M.	  	 	 	(56.3	) 	 	 	(36.2	) 	 	 	N.M.	  	
Total EBITDA (unaudited)	 	 	234.1	  	 	 	241.9	  	 	 	 	 	 	 	(34.9	) 	 	 	207.0	  	 	 	(11.6	) 	 	 	(0.1	) 	 	 	234.0	  	 	 	13.0	  	 	 	22.9	  	
Adjusted EBITDA (2) :	 				 				 	 	 	 	 				 				 				 				 				 				 				
Brazil	 	 	141.3	  	 	 	128.7	  	 	 	 	 	 	 	16.4	  	 	 	145.1	  	 	 	2.7	  	 	 	19.8	  	 	 	161.1	  	 	 	11.0	  	 	 	21.4	  	
Americas	 	 	95.1	  	 	 	94.2	  	 	 	 	 	 	 	19.2	  	 	 	113.4	  	 	 	19.2	  	 	 	24.7	  	 	 	118.4	  	 	 	4.4	  	 	 	7.8	  	
EMEA	 	 	32.9	  	 	 	31.4	  	 	 	 	 	 	 	3.9	  	 	 	35.3	  	 	 	7.3	  	 	 	16.1	  	 	 	26.7	  	 	 	(24.4	) 	 	 	(26.6	) 	
Other and eliminations (1)	 	 	(22.4	) 	 	 	(18.4	) 	 	 	 	 	 	 	(7.3	) 	 	 	(25.7	) 	 	 	14.7	  	 	 	N.M.	  	 	 	(11.1	) 	 	 	(56.8	) 	 	 	N.M.	  	
Total Adjusted EBITDA (unaudited)	 	 	246.9	  	 	 	235.9	  	 	 	 	 	 	 	32.2	  	 	 	268.1	  	 	 	8.6	  	 	 	21.5	  	 	 	295.1	  	 	 	10.1	  	 	 	16.9	  	

(1)	Includes holding company level revenue and expenses (such as corporate expenses and Acquisition related expenses), as applicable, as well as consolidation adjustments.	
(2)	For a reconciliation to IFRS as issued by the IASB, see Note 20 to the Predecessor financial statements and Note 23 to the Successor financial statements.	
N.M.	means not meaningful.	
 
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Year Ended December 31, 2013 Compared to Year Ended December 31, 2012
Revenue
Revenue increased by $24.3 million, or 1.0%, from $2,316.8 million for the year ended December 31, 2012 to $2,341.1 million for the year ended December 31, 2013. Excluding the impact of foreign exchange, revenue increased by 7.5%. Excluding the impact of foreign exchange, revenue from Telefónica Group companies increased by 4.7%, driven primarily by strong performance in Brazil and the Americas, which was partially offset by adverse macro-economic conditions in Spain. Revenue from non-Telefónica clients increased by 10.3%, excluding the impact of foreign exchange, principally due to strong market growth in Brazil and the Americas and contract wins with existing and new customers.
The following chart sets forth a breakdown of revenue based on geographical region for the years ended December 31, 2012 and December 31, 2013 and as a percentage of total revenue and the percentage change between periods and net of foreign exchange effects.

 	  	For the year ended December 31,	 	
 	  	Non-IFRS
Aggregated
2012
(unaudited)	 	  	2013
(Successor)	 	  	Change	 	 	Change
excluding
FX	 	
($ in millions, except percentage changes)	  	 	 	 	(%)	 	  	 	 	 	(%)	 	  	(%)	 	 	(%)	 	
Brazil	  	 	1,213.1	  	 	 	52.4	  	  	 	1,206.1	  	 	 	51.5	  	  	 	(0.6	) 	 	 	9.6	  	
Americas	  	 	726.2	  	 	 	31.3	  	  	 	772.7	  	 	 	33.0	  	  	 	6.4	  	 	 	11.6	  	
EMEA	  	 	378.5	  	 	 	16.3	  	  	 	363.1	  	 	 	15.5	  	  	 	(4.1	) 	 	 	(7.0	) 	
Other and eliminations (1)	  	 	(1.0	) 	 	 	—	  	  	 	(0.8	) 	 	 	—	  	  	 	(20.0	) 	 	 	N.M.	  	
Total	  	 	2,316.8	  	 	 	100	  	  	 	2,341.1	  	 	 	100	  	  	 	1.0	  	 	 	7.5	  	

(1)	Includes holding company level revenues and consolidation adjustments.	
Brazil
Revenue in Brazil for the years ended December 31, 2012 and December 31, 2013 was $1,213.1 million and $1,206.1 million, respectively. Revenue decreased in Brazil by $7.0 million, or 0.6%. Excluding the impact of foreign exchange, revenue increased by 9.6%. Excluding the impact of foreign exchange, revenue from Telefónica Group companies increased by 9.9%, principally due to increases in the price of our services, volume growth in existing services, and the introduction of new services. Revenue from non-Telefónica clients increased by 9.4%, excluding the impact of foreign exchange, principally attributable to price increases, volume growth in existing services, the introduction of new services, primarily in the financial sector, and new customers in the telecommunications and financial sectors.
Americas
Revenue in the Americas for the years ended December 31, 2012 and December 31, 2013 was $726.2 million and $772.7 million, respectively. Revenue increased in the Americas by $46.5 million, or 6.4%. Excluding the impact of foreign exchange, revenue increased by 11.6%. Excluding the impact of foreign exchange, revenue from Telefónica Group companies increased by 8.5%, with solid performance in most markets, which was partially offset by a decrease in revenue in Chile as a result of the implementation of a new service delivery model by Telefónica during 2012 and 2013. Excluding the impact of foreign exchange, revenue from non-Telefónica clients increased by 14.8% with a strong performance across all markets.
EMEA
Revenue in EMEA for the years ended December 31, 2012 and December 31, 2013 was $378.5 million and $363.1 million, respectively. Revenue decreased in EMEA by $15.4 million, or 4.1%. Excluding the impact of foreign exchange, revenue decreased by 7.0%. Excluding the impact of foreign exchange, revenue from Telefónica Group companies
 
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decreased by 10.8% principally due to a decrease in volume of sales in Spain, driven by adverse macro-economic conditions. Excluding the impact of foreign exchange, revenue from non-Telefónica clients increased by 1.7% driven by the expansion of multi-sector private clients.
Other operating income
Other operating income increased by $0.7 million, or 18.9%, from $3.7 million for the year ended December 31, 2012 to $4.4 million for the year ended December 31, 2013. Excluding the impact of foreign exchange, other operating income increased by 21.6%, principally due to income derived from insurance recovery in Brazil.
Total operating expenses
Total operating expenses increased by $42.3 million, or 1.9%, from $2,199.1 million for the year ended December 31, 2012 to $2,241.4 million for the year ended December 31, 2013. Excluding the impact of foreign exchange, operating expenses increased by 8.1%, principally due to increases in employee benefit expenses and to greater depreciation and amortization expense. As a percentage of revenue, operating expenses constituted 94.9% and 95.7% for the years ended December 31, 2012 and 2013, respectively.
The $42.3 million increase in operating expenses resulted from the following components:
Supplies: Supplies increased by $1.4 million, or 1.2%, from $113.9 million for the year ended December 31, 2012 to $115.3 million for the year ended December 31, 2013. Excluding the impact of foreign exchange, supplies increased by 6.8%, principally as a result of general growth in our business. As a percentage of revenue, supplies constituted 4.9% for each of the years ended December 31, 2012 and 2013.
Employee benefits expenses: Employee benefits expenses increased by $34.0 million, or 2.1%, from $1,609.5 million for the year ended December 31, 2012 to $1,643.5 million for the year ended December 31, 2013. As a percentage of our revenue, employee benefits expenses constituted 69.5% and 70.2% for the years ended December 31, 2012 and December 31, 2013, respectively. Excluding the impact of foreign exchange, employee benefits expenses increased by 8.5%. Adjusting for restructuring expenses between 2013 and 2012 of $12.8 million and $8.6 million, respectively, and the positive impact in 2012 of the release of an employee benefit accrual of $11.3 million following the better-than-expected outcome of the collective bargaining agreement negotiation in Spain, employee benefits expenses increased by 7.5% in constant currency, which was broadly in line with the increase in revenue. This increase in employee benefits expenses was principally due to the growth of our business, as we increased the average number of employees from 150,248 in 2012 to 155,832 in 2013, or 3.7%, as well as higher wages.
Depreciation and amortization: Depreciation and amortization expense increased by $43.4 million, or 50.7%, from $85.6 million for the year ended December 31, 2012 to $129.0 million for the year ended December 31, 2013. Excluding the impact of foreign exchange, depreciation and amortization increased by 57.0%, principally due to a $40.7 million increase in amortization charges derived from the recognition of customer relationship intangible assets in connection with the Acquisition.
Changes in trade provisions: Changes in trade provisions improved by $13.1 million, from a negative change of $11.1 million for the year ended December 31, 2012 to positive change of $2.0 million for the year ended December 31, 2013, principally due to improved collections on receivables we had previously impaired. As a percentage of revenue, changes in trade provisions constituted 0.5% and (0.1)% for the years ended December 31, 2012 and 2013, respectively.
Other operating expenses: Other operating expenses decreased by $23.4 million, or 6.2%, from $379.0 million for the year ended December 31, 2012 to $355.6 million for the year ended December 31, 2013. Excluding the impact of foreign exchange, other operating expenses decreased by 0.6%, principally due to
 
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(i) expenses recorded in 2012 related to the Acquisition, which amounted to $62.6 million and did not recur in 2013; (ii) general cost efficiencies and savings in most of the countries in which we operate; and (iii) which were partially offset by integration-related costs, including consultancy and professional fees, associated with the change of ownership of the Atento Group, amounting to $27.9 million. We had $124.6 million in expenses for operating leases for the year ended December 31, 2012 as compared to $118.3 million in expenses for operating leases for the year ended December 31, 2013. As a percentage of revenue, other operating expenses constituted 16.4% and 15.2% for the years ended December 31, 2012 and 2013, respectively.
Brazil
Total operating expenses in Brazil increased $3.8 million, or 0.3%, from $1,109.8 million for the year ended December 31, 2012 to $1,113.6 million for the year ended December 31, 2013. Excluding the impact of foreign exchange, operating expenses in Brazil increased by 10.6%. Operating expenses as a percentage of revenue in Brazil increased from 91.5% to 92.3%. This increase was principally due to increased amortization charges derived from the recognition of customer relationship intangible assets in connection with the Acquisition by approximately $18.9 million or 1.6% of revenues.
Americas
Total operating expenses in the Americas increased $50.9 million, or 7.8%, from $655.0 million for the year ended December 31, 2012 to $705.9 million for the year ended December 31, 2013. Excluding the impact of foreign exchange, operating expenses in the Americas increased by 12.9%. Operating expenses as a percentage of revenue increased in the Americas from 90.2% to 91.4%. The increase in operating expenses as a percentage of revenue in the Americas was principally due to an increase in the amortization charges of $12.2 million derived from the recognition of customer relationship intangible assets in connection with the Acquisition. This increase in 2013 was partially offset by severance payments of senior management in Mexico incurred in the amount of $2.2 million in 2012, which did not recur during 2013.
EMEA
Total operating expenses in EMEA increased by $17.0 million, or 4.9%, from $348.2 million for the year ended December 31, 2012 to $365.2 million for the year ended December 31, 2013. Excluding the impact of foreign exchange, operating expenses in EMEA increased by 1.7%. Operating expenses as a percentage of revenue in EMEA increased from 92.0% to 100.6% as a result of declining revenues mainly in Spain with Telefónica and increase in amortization of intangibles of $9.5 million. Excluding this impact, operating expenses as a percentage of revenue in EMEA represented 98.0%.
Operating profit
Operating profit decreased by $16.4 million, or 13.5%, from $121.4 million for the year ended December 31, 2012 to $105.0 million for the year ended December 31, 2013. Excluding the impact of foreign exchange, operating profit decreased by 1.2%. As a percentage of revenue, operating profit margin decreased from 5.2% for the year ended December 31, 2012 to 4.5% for the year ended December 31, 2013 primarily driven by the increased amortization charges derived from the recognition of customer relationship intangible assets in connection with the Acquisition for $40.7 million. Excluding this impact, operating profit margin would have increased to 6.2%, driven mainly by continued focus on reducing fixed costs and expenses recorded in 2012 related to the Acquisition which did not recur in 2013, partially offset by our integration costs in 2013.
Brazil
Operating profit in Brazil decreased by $8.7 million, or 8.4%, from $103.5 million for the year ended December 31, 2012 to $94.8 million for the year ended December 31, 2013. Excluding the impact of foreign exchange, operating profit increased by 1.0%. Operating profit margin in Brazil decreased from 8.5% for the year ended December 31, 2012 to 7.9% for the year ended December 31, 2013. The decrease in operating profit
 
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margin in Brazil was principally due to increased amortization charges associated with the customer portfolio intangible assets recognized in connection with the Acquisition. Excluding this impact, operating profit margin would have increased to 9.4% in 2013.
Americas
Operating profit in the Americas decreased by $6.8 million, or 9.1%, from $74.4 million for the year ended December 31, 2012 to $67.6 million for the year ended December 31, 2013. Excluding the impact of foreign exchange, operating profit in the Americas decreased by 4.6%. Operating profit margin in the Americas decreased from 10.2% for the year ended December 31, 2012 to 8.7% for the year ended December 31, 2013. The decrease in operating profit margin in Americas was principally attributable to increased amortization charges associated with the customer portfolio intangible assets recognized in connection with the Acquisition. Excluding this impact, operating profit margin would have increased to 10.3% in 2013, in line with 2012 operating profit margin.
EMEA
Operating profit in EMEA decreased by $32.4 million, or 100.3%, from $32.3 million for the year ended December 31, 2012 to $(0.1) million for the year ended December 31, 2013. Excluding the impact of foreign exchange, operating profit decreased by 100.3%. Operating profit margin in EMEA decreased from 8.5% for the year ended December 31, 2012 to no margin for the year ended December 31, 2013. The decrease in operating profit in EMEA was principally due to the decrease in the volume of sales to Telefónica due to adverse macro-economic conditions in Spain and the increased amortization charges associated with the client portfolio intangible assets recognized in connection with the Acquisition. Excluding this impact, operating profit margin in 2013 would have decreased to 2.6%.
Finance income
Finance income increased by $3.6 million, or 25.4%, from $14.2 million for the year ended December 31, 2012 to $17.8 million for the year ended December 31, 2013. Excluding the impact of foreign exchange, finance income increased by 32.4%. This increase is principally due to an increase in cash, deposits and short term investments.
Finance costs
Finance costs increased by $102.9 million, from $32.2 million for the year ended December 31, 2012 to $135.1 million for the year ended December 31, 2013. This increase is principally due to higher interest costs in connection with the Acquisition related financings and changes in fair value of hedge instruments.
Net foreign exchange gain/(loss)
Net foreign exchange gain/(loss) increased by $17.6 million, from a loss of $1.0 million for the year ended December 31, 2012 to a gain of $16.6 million for the year ended December 31, 2013. This increase is principally due to exchange gains from liabilities denominated in foreign currency held by certain intermediate holding companies as a result of the depreciation of these currencies against the U.S. dollar.
Income tax expense
Income tax expense for the years ended December 31, 2012 and December 31, 2013 was $68.8 million and $8.3 million, respectively, decreasing by $60.5 million, or 87.9%. Excluding the impact of foreign exchange, income tax expense decreased by 82.7% primarily as a result of the tax deductibility of goodwill amortization in Brazil and interest expenses. The aggregate effective tax rate in both 2013 and 2012 is distorted because of the contribution of losses in the holding companies to our profit before tax. Adjusting for this effect, the aggregate rate excluding the Group’s holding companies in 2013 is 30% compared to 33% for the year ended December 31, 2012.
 
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Profit/(loss) for the period
Profit/(loss) for the years ended December 31, 2012 and December 31, 2013 was $33.6 million and $(4.0) million, respectively. Excluding the impact of foreign exchange, profit margin decreased from 1.5% in 2012 to 0.1% in 2013 as a result of the factors discussed above.
EBITDA and Adjusted EBITDA
EBITDA increased by $27.0 million, or 13.0%, from $207.0 million for the year ended December 31, 2012 to $234.0 million for the year ended December 31, 2013. Adjusted EBITDA increased by $27.0 million, or 10.1%, from $268.1 million for the year ended December 31, 2012 to $295.1 million for the year ended December 31, 2013. Additionally, the increase in EBITDA in 2013 is positively higher than in 2012, impacted by the decrease in Acquisition and integration related costs from $62.6 million in 2012 to $29.3 million in 2013. The difference between EBITDA and Adjusted EBITDA is due to the exclusion of items that are not related to our core results of operations. Adjusted EBITDA is defined as EBITDA adjusted to exclude Acquisition and integration related costs, restructuring costs, sponsor management fees, asset impairments, site relocation costs, financing fees, and other items which are not related to our core results of operations. See the “Selected Historical Financial Information” section for reconciliation of EBITDA and Adjusted EBITDA to profit/(loss).
Excluding the impact of foreign exchange, EBITDA and Adjusted EBITDA increased by 22.9% and 16.9%, respectively. The increase in EBITDA and Adjusted EBITDA is principally due to the growth in revenue and cost efficiencies in many of the countries in which we operate.
Brazil
EBITDA in Brazil increased by $8.0 million, or 5.6%, from $142.7 million for the year ended December 31, 2012 to $150.7 million for the year ended December 31, 2013. Adjusted EBITDA in Brazil increased by $16.0 million, or 11.0%, from $145.1 million for the year ended December 31, 2012 to $161.1 million for the year ended December 31, 2013. Excluding the impact of foreign exchange, EBITDA and Adjusted EBITDA increased by 16.5% and 21.4%, respectively. The increase in EBITDA is principally due to the growth in revenue.
Americas
EBITDA in Americas increased by $8.6 million, or 8.1%, from $106.7 million for the year ended December 31, 2012 to $115.3 million for the year ended December 31, 2013. Adjusted EBITDA in Americas increased by $5.0 million, or 4.4%, from $113.4 million for the year ended December 31, 2012 to $118.4 million for the year ended December 31, 2013. Excluding the impact of foreign exchange, EBITDA and Adjusted EBITDA increased by 11.7% and 7.8%, respectively. The increase in EBITDA and Adjusted EBITDA is principally due to the growth in revenue and cost efficiencies. Additionally, the growth in EBITDA in 2013 is positively influenced by the decrease in costs related to the Acquisition.
EMEA
EBITDA in EMEA decreased by $21.5 million, or 46.9%, from $45.8 million for the year ended December 31, 2012 to $24.3 million for the year ended December 31, 2013. Adjusted EBITDA in EMEA decreased by $8.6 million, or 24.4%, from $35.3 million for the year ended December 31, 2012 to $26.7 million for the year ended December 31, 2013. Excluding the impact of foreign exchange, EBITDA and Adjusted EBITDA decreased by 48.7% and 26.6%, respectively. The decrease in EBITDA is principally due to the positive impact in 2012 of the release of an employee benefit accrual of $11.3 million following the better-than-expected outcome of the collective bargaining agreement negotiation in Spain, which did not recur in 2013, as well as reduced work volume with Telefónica.
 
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Year Ended December 31, 2012 Compared to the Year Ended December 31, 2011
Revenue
Revenue decreased by $100.5 million, or 4.2%, from $2,417.3 million for the year ended December 31, 2011 to $2,316.8 million for the year ended December 31, 2012. Excluding the impact of foreign exchange, revenue increased by 6.7%. Excluding the impact of foreign exchange, revenue from Telefónica companies increased by 3.8%, driven primarily by solid performance in the Americas, partially offset by adverse economic conditions in Spain. Excluding the impact of foreign exchange, revenue from non-Telefónica clients increased by 9.7%, principally due to strong growth in Brazil and the full year impact of owning the directory business in Spain, acquired from Telefónica in September 2011.
The following chart sets forth a breakdown of revenue based on geographical region for the years ended December 31, 2011 and December 31, 2012 and as a percentage of revenue and the percentage change between those periods with and net of foreign exchange effects.

 	  	For the year ended December 31,	 	
 	  	2011
(Predecessor)	 	 	Non-IFRS
Aggregated
2012
(unaudited)	 	  	Change	 	 	Change
excluding
FX	 	
($ in millions, except percentage changes)	  	 	 	 	(%)	 	 	 	 	 	    (%)    	 	  	(%)	 	 	(%)	 	
Brazil	  	 	1,343.1	  	 	 	55.6	  	 	 	1,213.1	  	 	 	52.4	  	  	 	(9.7	) 	 	 	5.3	  	
Americas	  	 	679.2	  	 	 	28.1	  	 	 	726.2	  	 	 	31.3	  	  	 	6.9	  	 	 	11.3	  	
EMEA	  	 	396.7	  	 	 	16.4	  	 	 	378.5	  	 	 	16.3	  	  	 	(4.6	) 	 	 	3.2	  	
Other and eliminations (1)	  	 	(1.7	) 	 	 	(0.1	) 	 	 	(1.0	) 	 	 	—	  	  	 	(41.2	) 	 	 	N.M.	  	
Total	  	 	2,417.3	  	 	 	100	  	 	 	2,316.8	  	 	 	100	  	  	 	(4.2	) 	 	 	6.7	  	

(1)	Includes holding company level revenues and consolidation adjustments.	
Brazil
Revenue in Brazil for the years ended December 31, 2011 and December 31, 2012 was $1,343.1 million and $1,213.1 million, respectively. Revenue decreased in Brazil by $130.0 million, or 9.7%. Excluding the foreign exchange impact, revenue increased by 5.3% over this period. Excluding the impact of foreign exchange, revenue from Telefónica companies decreased by 2.3%, principally due to price reductions in the fourth quarter of 2011 while under Telefónica ownership, which impacted results in 2012. Revenue from non-Telefónica clients, excluding the impact of foreign exchange, increased by 11.9% over this period, principally due to price increases, volume growth and the introduction of new services, primarily in the financial services sector.
Americas
Revenue in the Americas for the years ended December 31, 2011 and December 31, 2012 was $679.2 million and $726.2 million, respectively. Revenue increased in the Americas by $47.0 million, or 6.9%. Excluding the impact of foreign exchange, revenue increased by 11.3%. Excluding the impact of foreign exchange, revenue from Telefónica companies increased by 20.9% over this period with growth in most markets, except in Chile, which decreased primarily as a result of the implementation of a new service delivery model by Telefónica during 2012. Excluding the impact of foreign exchange, revenue from non-Telefónica clients increased by 2.8%.
EMEA
Revenue in EMEA for the years ended December 31, 2011 and December 31, 2012 was $396.7 million and $378.5 million, respectively. Revenue decreased in EMEA by $18.2 million, or 4.6%. Excluding the foreign
 
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exchange impact, revenue increased by 3.2%. Excluding the foreign exchange impact, revenue from Telefónica companies decreased by 2.0% principally due to a decrease in volume of sales in Spain, driven by adverse macro-economic conditions. Revenue from non-Telefónica clients increased by 17.6%, excluding the impact of foreign exchange, principally due to the revenue impact of the directory business acquired from Telefónica in September 2011.
Other operating income
Other operating income decreased by $3.5 million, or 48.6%, from $7.2 million for the year ended December 31, 2011 to $3.7 million for the year ended December 31, 2012. Excluding the impact of foreign exchange, other operating income decreased by 44.4%, principally due to income from the disposal of fixed assets in 2011 which did not recur in 2012.
Total operating expenses
Total operating expenses decreased by $69.8 million, or 3.1%, from $2,268.9 million for the year ended December 31, 2011 to $2,199.1 million for the year ended December 31, 2012. Excluding the impact of foreign exchange, operating expenses increased by 7.7%. As a percentage of revenue, operating expenses constituted 93.9% and 94.9% for the year ended December 31, 2011 and 2012, respectively. This increase is principally due to expenses related to the Acquisition in 2012 of $62.6 million, partially offset by the positive impact in 2012 of the release of an employee benefit accrual of $11.3 million following the better-than-expected outcome of the collective bargaining agreement negotiation in Spain. Adjusting for both of these items operating expenses as a percentage of revenues would have constituted 92.7%, a decrease of 2.2%.
The $69.8 million decrease in operating expenses resulted from the following components:
Supplies: Supplies decreased by $15.9 million, or 12.2%, from $129.8 million for the year ended December 31, 2011 to $113.9 million for the year ended December 31, 2012. Excluding the impact of foreign exchange, supplies decreased by 2.3%. This decrease is principally driven by declining costs of leasing workspaces at service delivery centers owned by our clients. As a percentage of revenue, supplies constituted 5.4% and 4.9% for the year ended December 31, 2011 and 2012, respectively.
Employee benefits expenses: Employee benefits expenses decreased by $92.4 million, or 5.4%, from $1,701.9 million for the year ended December 31, 2011 to $1,609.5 million for the year ended December 31, 2012. Excluding the impact of foreign exchange, employee benefits expenses increased by 5.1%. This increase in employee benefits expenses was principally due to the growth of our business, as we increased the average number of employees from 147,042 to 150,248, or 2.2%, and wage inflation, partially offset by the benefit of Plano Brasil Maior tax exemption. This increase was partially offset by the positive impact in 2012 of the release of an employee benefit accrual of $11.3 million following the better-than-expected outcome of the collective bargaining agreement negotiation in Spain. As a percentage of our revenue, employee benefits expenses constituted 70.4% and 69.5% for the years ended December 31, 2011 and December 31, 2012.
Depreciation and amortization: Depreciation and amortization expense increased by $7.1 million, or 9.0%, from $78.5 million for the year ended December 31, 2011 to $85.6 million for the year ended December 31, 2012. Excluding the impact of foreign exchange, depreciation and amortization increased by 20.1%, principally due to the full year impact of the acquisition of a directory business from Telefónica in September 2011, as well as additional investments.
Changes in trade provisions: Changes in trade provisions increased by $8.4 million, from a negative change of $2.7 million for the year ended December 31, 2011 to a negative change of $11.1 million for the year ended December 31, 2012. This increase was principally due to the introduction in connection with the Acquisition of a more conservative policy for impairment of trade receivables in 2012. As a percentage of revenue, changes in trade provisions constituted 0.1% and 0.5% for the year ended December 31, 2011 and 2012.
 
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Other operating expenses: Other operating expenses increased by $23.0 million, or 6.5%, from $356.0 million for the year ended December 31, 2011 to $379.0 million for the year ended December 31, 2012. Excluding the impact of foreign exchange, other operating expenses increased by 18.3%, principally due to expenses related to the Acquisition incurred in 2012 that amounted to $62.6 million, partially offset by the impairment in 2011 of the Caribú Project, an intangible asset acquired in 2009 as more fully described in Note 6 to the Predecessor financial statements. We had $138.0 million in expenses for operating leases for the year ended December 31, 2011 as compared to $124.6 million in expenses for operating leases for the year ended December 31, 2012. As a percentage of revenue, other operating expenses constituted 14.7% and 16.4% for the year ended December 31, 2011 and 2012. Excluding the impact of Acquisition costs incurred at the end of 2012, other operating expenses, as a percentage of revenue, constituted 13.7% for the year ended December 31, 2012.
Brazil
Total operating expenses in Brazil decreased $128.8 million, or 10.4%, from $1,238.6 million for the year ended December 31, 2011 to $1,109.8 million for the year ended December 31, 2012. Excluding the impact of foreign exchange, operating expenses in Brazil increased by 4.4%, which was broadly in line with revenues. Operating expenses as a percentage of revenue decreased from 92.2% to 91.5%. The increase in operating expenses in Brazil was principally due to an increase in costs related to the growth of our business, which was primarily comprised of salaries and benefits expenses, telecommunication and rent and maintenance call center expenses, as well as improved customer mix and strong focus on costs.
Americas
Total operating expenses in the Americas increased $39.5 million, or 6.4%, from $615.5 million for the year ended December 31, 2011 to $655.0 million for the year ended December 31, 2012. Excluding the impact of foreign exchange, operating expenses in the Americas increased by 10.4% in line with revenues. Operating expenses as a percentage of revenue decreased from 90.6% to 90.2%.
EMEA
Total operating expenses in EMEA decreased $25.5 million, or 6.8%, from $373.7 million for the year ended December 31, 2011 to $348.2 million for the year ended December 31, 2012. Operating expenses as a percentage of revenue decreased from 94.2% to 92.0%. Excluding the impact of foreign exchange, operating expenses in EMEA increased by 0.8%. The change in operating expenses in EMEA was attributable to the expansion of the business, which was offset by the positive impact of the release of an employee benefit accrual of $11.3 million following the better-than-expected outcome of the collective bargaining agreement negotiation in Spain.
Operating profit
Operating profit decreased $34.2 million, or 22.0%, from $155.6 million for the year ended December 31, 2011 to $121.4 million for the year ended December 31, 2012. Excluding the impact of foreign exchange, operating profit decreased by 10.3%. Operating profit margin decreased from 6.4% for the year ended December 31, 2011 to 5.2% for the year ended December 31, 2012. The decrease in operating profit for the period was principally due to expenses related to the Acquisition, which amounted to $62.6 million, partially offset by strong business performance in all of our segments, as well as the positive impact of the release of an employee benefit accrual of $11.3 million following the better-than-expected outcome of the collective bargaining agreement negotiation in Spain. Excluding the impact of the Acquisition related expenses and the offset of the provision release, operating profit margin would be 7.5%.
Brazil
Operating profit in Brazil decreased $4.7 million, or 4.3%, from $108.2 million for the year ended December 31, 2011 to $103.5 million for the year ended December 31, 2012. Excluding the impact of foreign
 
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exchange, operating profit increased by 11.9% in 2012. Operating profit margin in Brazil increased from 8.1% for the year ended December 31, 2011 to 8.5% for the year ended December 31, 2012. The increase in operating profit in Brazil for the period was principally due to growth in our revenue, improved customer mix and strong focus on costs.
Americas
Operating profit in the Americas increased $9.4 million, or 14.5%, from $65.0 million for the year ended December 31, 2011 to $74.4 million for the year ended December 31, 2012. Excluding the impact of foreign exchange, operating profit in Americas increased by 20.0% in 2012. Operating profit margin in the Americas increased from 9.6% for the year ended December 31, 2011 to 10.2% for the year ended December 31, 2012. The increase in operating profit in the Americas was principally due to the strong revenue growth.
EMEA
Operating profit in EMEA increased $6.9 million, or 27.2%, from $25.4 million for the year ended December 31, 2011 to $32.3 million for the year ended December 31, 2012. Excluding the impact of foreign exchange, operating profit in EMEA increased by 37.8% in 2012. Operating profit margin in EMEA increased from 6.4% for the year ended December 31, 2011 to 8.5% for the year ended December 31, 2012. The increase in operating profit in EMEA for the period was principally due to the acquisition of a directory business from Telefónica in September 2011 and the positive impact in 2012 of the release of an employee benefit accrual of $11.3 million following the better than expected outcome of the collective bargaining agreement negotiation in Spain. Excluding the impact of the provision release, the operating profit margin would be 5.5%.
Finance income
Finance income increased by $3.3 million, or 30.3%, from $10.9 million for the year ended December 31, 2011 to $14.2 million for the year ended December 31, 2012. Excluding the impact of foreign exchange, finance income increased by 44.0%. This increase was principally due to an increase in cash, deposits and short term investments.
Finance costs
Finance costs increased by $13.0 million, or 67.7%, from $19.2 million for the year ended December 31, 2011 to $32.2 million for the year ended December 31, 2012. Excluding the impact of foreign exchange, finance costs increased by 87.5%. The increase was principally due to higher interest payments made in respect to the syndicated loan agreement entered into by Atento in 2011 and associated interest rate swaps termination costs, and higher costs in connection with the new Acquisition related financing for the month of December 2012.
Net foreign exchange gain/(loss)
Net foreign exchange loss decreased by $1.8 million, or 64.3%, from a loss of $2.8 million for the year ended December 31, 2011 to a loss of $1.0 million for the year ended December 31, 2012. This improvement is principally due to the exchange gains originated by receivables denominated in foreign currency held by European subsidiaries and to the positive effect of the fluctuation of the Mexican Peso, partially offset by the negative effect of the fluctuation of the Argentinean Peso against the U.S. dollar.
Income tax expense
Income tax expense for the years ended December 31, 2011 and December 31, 2012 was $54.9 million and $68.8 million, respectively, increasing by $13.9 million, or 25.3%. Excluding the impact of foreign exchange, income tax increased by 27.5%. The aggregated effective tax rate of the year ended December 31, 2012 is distorted because of the contribution of losses in the holding companies to our profit before tax. Adjusting for this effect, the average effective tax rate for the year ended December 31, 2012, excluding this effect, was 33%,
 
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while the average effective tax rate of the year ended December 31, 2011 was 38%. The decrease was primarily due to the reduction of the non-deductible expenses.
Profit for the period
Profit for the years ended December 31, 2011 and December 31, 2012 was $90.3 million and $33.6 million, respectively. Excluding the impact of foreign exchange, profit margin decreased from 3.7% in 2011 to 1.9% in 2012 as a result of the factors discussed above.
EBITDA and Adjusted EBITDA
EBITDA decreased by $27.1 million, or 11.6%, from $234.1 million for the year ended December 31, 2011 to $207.0 million for the year ended December 31, 2012. Adjusted EBITDA increased by $21.2 million, or 8.6%, from $246.9 million for the year ended December 31, 2011 to $268.1 million for the year ended December 31, 2012. The increase in Adjusted EBITDA is principally due to cost efficiencies and revenue growth in the Americas. The difference between EBITDA and Adjusted EBITDA is due to exclusion of items that are not related to core operating results. The items excluded in the calculation of Adjusted EBITDA are Acquisition related costs, restructuring costs, assets impairments and other, and disposal of fixed assets. See “Selected Historical Financial Information” section for a reconciliation of EBITDA and Adjusted EBITDA to profit (loss). Excluding the impact of foreign exchange, EBITDA decreased by 0.1% and Adjusted EBITDA increased by 21.5%.
Brazil
EBITDA in Brazil decreased by $3.0 million, or 2.1%, from $145.7 million for the year ended December 31, 2011 to $142.7 million for the year ended December 31, 2012. Adjusted EBITDA in Brazil increased by $3.8 million, or 2.7%, from $141.3 million for the year ended December 31, 2011 to $145.1 million for the year ended December 31, 2012. Excluding the impact of foreign exchange, EBITDA and Adjusted EBITDA increased by 14.4% and 19.8%, respectively. The increase in EBITDA is principally due to strong growth in our non-Telefónica client relationships and cost efficiencies.
Americas
EBITDA in Americas increased by $11.6 million, or 12.2%, from $95.1 million for the year ended December 31, 2011 to $106.7 million for the year ended December 31, 2012. Adjusted EBITDA in Americas increased by $18.3 million, or 19.2%, from $95.1 million for the year ended December 31, 2011 to $113.4 million for the year ended December 31, 2012. Excluding the impact of foreign exchange, EBITDA and Adjusted EBITDA increased by 17.1% and 24.7%, respectively. The increase in EBITDA and Adjusted EBITDA was principally due to strong revenue growth due to increase in work volume within existing clients, including Telefónica, expansion of client portfolio, and new services offered to clients.
EMEA
EBITDA in EMEA increased by $11.7 million, or 34.3%, from $34.1 million for the year ended December 31, 2011 to $45.8 million for the year ended December 31, 2012. Adjusted EBITDA in EMEA increased by $2.4 million, or 7.3%, from $32.9 million for the year ended December 31, 2011 to $35.3 million for the year ended December 31, 2012. Excluding the impact of foreign exchange, EBITDA increased by 45.5% and Adjusted EBITDA increased by 16.1%. The increase in EBITDA is principally due to the positive impact in 2012 of the release of an employee benefit accrual of $11.3 million following the better-than-expected outcome of the collective bargaining agreement negotiation in Spain and the acquisition of a directory business from Telefónica in September 2011.
 
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Liquidity and Capital Resources
We fund our ongoing capital and working capital requirements through a combination of cash flows from our operating and financing activities. Based on our current and anticipated levels of operations and conditions in our markets and industry, we believe that our cash on hand and cash flows from our operating, investing and financing activities, including funds available under the Revolving Credit Facility, will enable us to meet our working capital, capital expenditures, debt service and other funding requirements for the foreseeable future. We have ample liquidity: as at December 31, 2013, the total amount of credit available to us was €50 million ($69 million) under our Revolving Credit Facility, which remains undrawn as at December 31, 2013. In addition, we had cash and cash equivalents (net of any outstanding bank overdrafts) of approximately $213.5 million as at December 31, 2013, of which $13.7 million is located in Argentina and subject to restrictions on our ability to transfer them out of the country.
However, our ability to fund our working capital needs, debt payments and other obligations, and to comply with the financial covenants under our debt agreements, depends on our future operating performance and cash flow, which are in turn subject to prevailing economic conditions, and other factors, many of which are beyond our control. Any future acquisitions, joint ventures or other similar transactions will likely require additional capital and such capital may not be available to us on acceptable terms, if at all.
Our cash flows from our operating, investing and financing activities may be impacted by, among other things, the global financial environment on our customers and the financial, foreign exchange, equity and credit markets, and rapid changes in the highly competitive market in which we operate.
Although we expect to fund our capital needs during 2014 with our available cash on hand and cash generated from our operating and financing activities, in the future, including the proceeds from this offering, we may have to incur additional debt or issue additional debt or equity securities from time to time. Capital available to CRM BPO service providers, whether raised through the issuance of debt or equity securities, may be limited. As a result, we may be unable to obtain sufficient financing terms satisfactory to management or at all.
As of December 31, 2013, our outstanding debt amounted to $1,370.8 million. The amount attributable to the Acquisition in 2012 was $1,358.3 million, which includes $297.7 million of our 7.375% Senior Secured Notes due 2020, $345.9 million of Brazilian Debentures, $151.7 million of Vendor Loan Note, $43.4 million of CVIs and $519.6 million of PECs that will be capitalized in connection with this offering. Excluding the PECs, the amount of outstanding debt attributable to the Acquisition in 2012 would have been $838.7 million.
During 2013, our cash flow used to service our debt amounted to $312.8 million which includes voluntary prepayments of the Brazilian Debentures of $48.8 million, reduction of $200.7 million in the principal amount of our debt outstanding that resulted from refinancing transactions and interest payments of $63.3 million. Also during 2013, our net cash flows from operating activities amounted to $99.6 million, which includes interest paid of $63.3 million. As such, our net cash flows from operating activities, excluding interest paid, amounted to $162.9 million. The cash flow used to service our debt represented 192.0% of our net cash flows from operating activities excluding interest paid. Excluding the voluntary prepayments of our Brazilian Debentures and the reduction in principal debt outstanding mentioned above, cash flow used to service our debt would have represented 38.9% of the net cash flows from operating activities, excluding interest paid.
 
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Cash Flow
As at December 31, 2013, we had cash and cash equivalents (net of any outstanding bank overdrafts) of approximately $213.5 million. We believe that our current cash flow from operating activities and financing arrangements will provide us with sufficient liquidity to meet our working capital needs. See “Description of Certain Indebtedness.”

 	 	Predecessor	 	 	Successor	 	
($ in millions)	 	For the year
ended
December 31,
2011	 	 	January 1, 2012
to November 30,
2012	 	 	December 1,
2012 to
December 31,
2012	 	 	For the year
ended
December 31,
2012
(Non-IFRS
Aggregated)
(unaudited)	 	 	For the year
ended
December 31,
2013	 	
Cash provided by/(used in) operating activities	 	 	116.6	  	 	 	163.6	  	 	 	(68.3	) 	 	 	95.3	  	 	 	99.6	  	
Cash (used in) investing activities	 	 	(134.6	) 	 	 	(118.7	) 	 	 	(846.1	) 	 	 	(964.8	) 	 	 	(123.4	) 	
Cash provided by/(used in) financing activities	 	 	27.0	  	 	 	(75.0	) 	 	 	1,109.6	  	 	 	1,034.6	  	 	 	31.2	  	
Effect of changes in exchanges rates	 	 	(0.1	) 	 	 	(2.2	) 	 	 	5.1	  	 	 	2.9	  	 	 	5.8	  	
Net increase (decrease) in cash and cash equivalents	 	 	8.8	  	 	 	(32.3	) 	 	 	200.3	  	 	 	168.0	  	 	 	13.2	  	
Cash Provided by Operating Activities
Year Ended December 31, 2013 Compared to Year Ended December 31, 2012
Net cash provided by operating activities was $99.6 million for the year ended December 31, 2013 compared to $95.3 million for the year ended December 31, 2012. Net cash provided by operating activities was stable as growth in the business was offset by higher interest payments in connection with certain debt facilities we entered into in 2012 in connection with the Acquisition.
Year Ended December 31, 2012 Compared to Year Ended December 31, 2011
Net cash provided by operating activities was $95.3 million for the year ended December 31, 2012 compared to $116.6 million for the year ended December 31, 2011. The net cash provided by operating activities in 2011 was impacted by a negative change in working capital following Telefónica’s unification of its payment policies and terms (extending the payment cycle with respect to us) among providers belonging to Telefónica Group entities and external providers. The net cash provided by operating activities in 2012 was negatively impacted by the Acquisition costs.
Cash Used in Investing Activities
Year Ended December 31, 2013 Compared to Year Ended December 31, 2012
Net cash used in investing activities was $123.4 million for the year ended December 31, 2013 compared to $964.8 million for the year ended December 31, 2012. The decrease in 2013 is principally attributable to the impact in 2012 of the consideration paid to Telefónica in relation to the Acquisition for an amount of $795.4 million.
Year Ended December 31, 2012 Compared to Year Ended December 31, 2011
Net cash used in investing activities was $964.8 million for the year ended December 31, 2012 compared to $134.6 million for the year ended December 31, 2011. The increase in net cash used in investing activities in 2012 was primarily attributable to the consideration paid to Telefónica in relation to the Acquisition. Net cash used in investing activities in 2011 was impacted by consideration paid related to the acquisition of a directory business from Telefónica in Spain in the amount of $48.6 million.
 
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Cash Provided by Financing Activities
Year Ended December 31, 2013 Compared to Year Ended December 31, 2012
Net cash provided by financing activities was $31.2 million for the year ended December 31, 2013 compared to $1,034.6 million for the year ended December 31, 2012. The decrease in net cash provided by financing activities was primarily attributable to the impact of new debt facilities entered into in 2012 in relation to the Acquisition equaling $1,107.0 million.
Year Ended December 31, 2012 Compared to Year Ended December 31, 2011
Net cash provided by financing activities was $1,034.6 million for the year ended December 31, 2012 compared to $27.0 million for the year ended December 31, 2011. The increase in 2012 in net cash provided by financing activities was primarily attributable to the impact of new debt facilities entered into in 2012 in relation to the Acquisition.
Free Cash Flow
Our management uses Free cash flow to assess our liquidity and the cash flow generation of our operating subsidiaries. We define Free cash flow as net cash flows from operating activities less capital expenditures (addition to property, plant and equipment, and intangible assets) for the period. We believe that Free cash flow is useful to investors because it adjusts our operating cash flow by the capital that is invested to continue and improve business operations.
Free cash flow has limitations as an analytical tool. Free cash flow is not a measure defined by IFRS and should not be considered in isolation from, or as an alternative to, cash flow from operating activities or other measures as determined in accordance with IFRS. Additionally, Free cash flow does not represent the residual cash flow available for discretionary expenditures as it does not incorporate certain cash payments, including payments made on finance lease obligations or cash payments for business acquisitions. Free cash flow is not necessarily comparable to similarly titled measures used by other companies.

  	  	Predecessor	 	  	Successor	 	 	Non-IFRS Aggregated	 	 	Successor	 	
 	  	Year ended
December 31,
2011	 	 	Period from
Jan 1 – Nov 30,
2012	 	  	Period from
Dec 1 – Dec 31,
2012	 	 	Year ended
December 31,
2012
(unaudited)	 	 	Year ended
December 31,
2013	 	
($ in millions)	  			 			  			 			 			
Net cash flow from operating activities	  	 	116.6	  	 	 	163.6	  	  	 	(68.3	) 	 	 	95.3	  	 	 	99.6	  	
Capital expenditures	  	 	(141.6	) 	 	 	(76.9	) 	  	 	(28.4	) 	 	 	(105.3	) 	 	 	(103.0	) 	
Free cash flow (non-GAAP) (unaudited)	  	 	(25.0	) 	 	 	86.7	  	  	 	(96.7	) 	 	 	(10.0	) 	 	 	(3.4	) 	
Year ended December 31, 2013 Compared to Year ended December 31, 2012
Free cash flow improved by $6.6 million from a loss of $10.0 million for the year ended December 31, 2012 to a loss of $3.4 million for the year ended December 31, 2013. The improvement in free cash flow in 2013 was principally due to the increase in net cash flow from operating activities. Free cash flow for the year ended December 31, 2013, was negatively impacted by cash outflows of $28.2 million related to Acquisition and integration related costs, $0.7 million related to restructuring costs, $8.9 million related to sponsor management fees and $3.9 million related to financing fees. Free cash flow for the year ended December 31, 2012, was negatively impacted by cash outflows of $59.7 million related to Acquisition and integration related costs and $2.2 million related to restructuring costs.
 
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Year ended December 31, 2012 Compared to Year ended December 31, 2011
Free cash flow improved by $15.0 million from a loss of $25.0 million for the year ended December 31, 2011 to a loss of $10.0 million for the year ended December 31, 2012. The improvement in Free cash flow in 2012 was principally due to lower capital expenditure as 2011 capital expenditures were impacted primarily by the acquisition of a directory business in Spain from Telefónica. Free cash flow for the year ended December 31, 2012 was negatively impacted by cash outflows not related to our core results of operations of $59.7 million related to Acquisition and integration related costs and $2.2 million related to restructuring costs. Free cash flow for the year ended December 31, 2011 was negatively impacted by cash outflows of $25.1 million related to the acquisition of the directory business from Telefónica, $4.7 million related to restructuring costs and $1.6 million in other cash outflows not related to our core results of operations.
Financing Arrangements

Description	  	Currency	  	Maturity	  	Interest rate	 	  	Amount as of
December 31, 2013
($ in millions)	 	
Senior Secured Notes (1)	  	USD	  	2020	  	 	7.375%	  	  	 	297.7	  	
Brazilian Debentures (2)	  	BRL	  	2019	  	 	CDI+3.7%	  	  	 	345.9	  	
Bank borrowings	  	MAD	  	2016	  	 	6%	  	  	 	0.6	  	
CVIs (3)	  	ARS	  	2022	  	 	N/A	  	  	 	43.4	  	
Vendor Loan Note (4)	  	EUR	  	2022	  	 	5%	  	  	 	151.7	  	
Finance lease payables	  	BRL, COP,
USD	  	2018	  	 	6.32%-13.7%	  	  	 	11.9	  	
Debt with Third Parties	  		  		  				  	 	851.2	  	
PECs	  	EUR	  	2042-2072	  	 	0%-8.0309%	  	  	 	519.6	  	
Total Debt	  		  		  				  	 	1,370.8	  	

(1)	Represents the principal amount of $300 million minus $11.7 million of capitalized transaction costs plus $9.3 million of accrued interest. It does not include the fair value of derivative financial liabilities related to the Senior Secured Notes, which was $16.0 million as of December 31, 2013.	
(2)	Represents the principal amount of BRL 915 million minus net capitalized transaction costs of BRL 12.3 million, minus early prepayments of BRL 98.0 million, plus accrued interest of BRL 5.5 million, which results in an outstanding amount of BRL 810.2 million as of December 31, 2013, at an exchange rate of BRL 2.34 to $1.00. As of June 16, 2014, the exchange rate was BRL 2.23 to $1.00.	
(3)	Represents the fair value registered amount of ARS 666.8 million CVIs at the exchange rate of ARS 6.52 to $1.00. As of June 16, 2014, the exchange rate was ARS 8.15 to $1.00.	
(4)	Represents the €110.0 million outstanding aggregate principal amount of the Vendor Loan Note, at the exchange rate of €0.73 to $1.00. As of December 31, 2013, the Vendor Loan Note had accrued interest of $0.4 million. As of June 16, 2014, the exchange rate was €0.74 to $1.00.	
7.375% Senior Secured Notes Due 2020
On January 29, 2013, a subsidiary of the company, Atento Luxco, issued $300.0 million aggregate principal amount of Senior Secured Notes that mature on January 29, 2020. The Senior Secured Notes are senior secured obligations of Atento Luxco and are guaranteed on a senior secured first-priority basis by Atento Luxco and certain of its subsidiaries.
The indenture governing the Senior Secured Notes contains covenants that, among other things, restrict the ability of Atento Luxco and certain of its subsidiaries to: incur or guarantee additional indebtedness; pay dividends or make other distributions or redeem or repurchase capital stock; issue, redeem or repurchase certain debt; issue certain preferred stock or similar equity securities; make loans and investments; sell assets; incur liens; enter into transactions with affiliates; enter into agreements restricting certain subsidiaries’ ability to pay
 
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dividends; and consolidate, merge or sell all or substantially all of our assets. These covenants are subject to a number of important exceptions and qualifications. In addition, in certain circumstances, if Atento Luxco sells assets or experiences certain changes of control, it must offer to purchase the Senior Secured Notes. As of June 16, 2014, we were in compliance with these covenants. There are no other financial maintenance covenants under the indenture governing the Senior Secured Notes.
For more information regarding the terms of the Senior Secured Notes, see “Description of Certain Indebtedness—7.375% Senior Secured Notes due 2020.”
Revolving Credit Facility
On January 28, 2013, Atento Luxco entered into a Super Senior Revolving Credit Facility (the “Revolving Credit Facility”), which provides for borrowings of up to €50 million ($69 million). The Revolving Credit Facility allows for borrowings in Euros, Mexican Pesos and U.S. dollars and includes borrowing capacity for letters of credit and ancillary facilities (including an overdraft, guarantee, bonding, documentary or stand-by letter of credit facility, a short term loan facility, a derivatives facility, and a foreign exchange facility). As at December 31, 2013, the Revolving Credit Facility remains undrawn.
The rate of interest under the Revolving Credit Facility is the percentage rate per annum which is the aggregate of (i) the applicable margin, (ii) EURIBOR or, in relation to any loan in a currency other than Euro, LIBOR or the applicable floating rate for Mexican Pesos and (iii) the mandatory cost (if any). The applicable margin is initially 4.50% per annum and is subject to a step-down based on a secured leverage ratio. In addition to paying interest on the outstanding principal amounts under the Revolving Credit Facility, we are required to pay a commitment fee of 40% of the applicable margin per annum in respect of the lenders unutilized commitments. The Revolving Credit Facility matures in July 2019.
The Revolving Credit Facility contains covenants similar to the Senior Secured Notes, which restrict (subject to the same exceptions as those in respect of the covenants relating to the Senior Secured Notes) our and our restricted subsidiaries’ ability to: incur or guarantee additional indebtedness; pay dividends or make other distributions or redeem or repurchase capital stock; issue, redeem or repurchase certain debt; issue certain preferred stock or similar equity securities; make loans and investments; sell assets; incur liens; enter into transactions with affiliates; enter into agreements restricting certain subsidiaries’ ability to pay dividends; and consolidate, merge or sell all or substantially all of our assets. As of June 16, 2014, we were in compliance with these covenants.
There are no other financial maintenance covenants under the Revolving Credit Facility.
For more information regarding the terms of the Revolving Credit Facility, see “Description of Certain Indebtedness—Revolving Credit Facility.”
Brazilian Debentures
On November 22, 2012, BC Brazilco Participações, S.A. (now merged into Atento Brasil, S.A.) (the “Brazilian Issuer”) entered into an indenture for the issuance of BRL 915 million (equivalent to approximately $365 million) of Brazilian Debentures due December 12, 2019. The Brazilian Debentures bear interest at a rate per annum equal to the average daily rate of the One Day “over extra-group”—DI—Interfinancial Deposits (as such rate is disclosed by CETIP S.A. – Mercados Organizados (“CETIP”) in the daily release available on its web page (http://cetip.com.br)), plus a spread of 3.70%.
The Brazilian Debentures contain the following amortization schedule: December 11, 2015—7.26863%; December 11, 2016—15%; December 11, 2017—18%; December 11, 2018—21%; and December 11, 2019—28%.
 
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Under the terms of the Brazilian Debentures, we and our subsidiaries are required to be in compliance on a consolidated basis with a net leverage covenant which is tested on a quarterly basis subject to certain cure rights. As of June 16, 2004, we were in compliance with all such covenants.
On March 25, 2013 and June 11, 2013, the Brazilian Issuer prepaid, BRL 72 million and BRL 26 million, respectively (equivalent to approximately $36 million and $12 million, respectively). The outstanding balance at amortized cost after the early repayments as of December 31, 2013 is BRL 810.2 million ($345.9 million), including accrued interest.
The Brazilian Issuer must comply with the quarterly net financial debt/EBITDA ratio set out in the contract terms. The contract also sets out additional restrictions, including limitations on dividends, payments and distributions to shareholders and capacity to incur additional debt. We were in compliance with all covenants under the Brazilian Debentures at December 31, 2013.
For more information regarding the terms of the Brazilian Debentures, see “Description of Certain Indebtedness—Brazilian Debentures.”
Vendor Loan Note
On December 12, 2012, Midco issued the Vendor Loan Note for an aggregate principal amount of €110.0 million to an affiliate of Telefónica. The Vendor Loan Note has a scheduled maturity of December 12, 2022. Interest on the Vendor Loan Note accrues at a fixed rate of 5.00% per annum, and is payable annually in arrears. Interest on the Vendor Loan Note is payable in cash, if (i) no default (or similar event) is continuing or would arise under any financing documents of the Company, as defined in the agreement governing the Vendor Loan Note, as a result of such interest payment or any distribution or payment by a subsidiary to Midco to enable Midco to make the interest payment and (ii) the Company is able to lawfully upstream funds to Midco. Any interest that is not payable in cash is capitalized and added to the outstanding principal amount outstanding under the Vendor Loan Note. Interest is payable in cash only to the extent that the borrower has received upstream payments from its subsidiaries in excess of the lesser of (A) the expenses incurred during such interest period in connection with the operation of the Company plus management and advisory fees paid to Bain Capital or (B) €35.0 million (increased by 3% for each subsequent interest period on a compounding basis). Additionally, following the sale of at least 66.66% of the business and assets of the Company, Midco shall be required to use the proceeds of such sale to repay the Vendor Loan Note, subject to items (i) and (iii) above. The Vendor Loan Note does not contain any other financial maintenance covenants. As of June 16, 2014, we were in compliance with the terms of the Vendor Loan Note.
The Vendor Loan Note is expressed by its terms to be senior to any debt or equity claim of the shareholders of Midco and their affiliates, pari passu with trade payables of Midco and subordinated to any other indebtedness of Midco. The Vendor Loan Note contains certain restrictions on payments by Topco and its subsidiaries to Bain Capital and its affiliates during the term of the Vendor Loan Note that are triggered if the ratio of financial indebtedness (as defined therein) to EBITDA for Topco and its subsidiaries is greater than 2.5 to 1.0.
For more information regarding the terms of the Vendor Loan Note, see “Description of Certain Indebtedness—Vendor Loan Note.”
Contingent Value Instruments
In relation to the Acquisition, two of our indirect subsidiaries, Atalaya Luxco 2, S.à r.l., (formerly BC Luxco 2, S.à r.l.) and Atalaya Luxco 3, S.à r.l, (formerly BC Luxco 3, S.à r.l.), which own the Atento Group’s Argentinian subsidiaries, issued the Contingent Value Instruments to Atento Inversiones y Teleservicios, S.A. and Venturini S.A., which are Telefónica subsidiaries. The CVIs together have an aggregate par value of ARS 666.8 million (equivalent to approximately $102.3 million). The CVIs are the senior obligations of Atalaya
 
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Luxco 2, S.à r.l. and Atalaya Luxco 3, S.à r.l. only (and not any other members of the Company group) and are subject to mandatory (partial) repayment in the following scenarios: if in any financial year an Argentinian subsidiary has excess cash, being an amount equal to 90% of its cash in such financial year that is available to be lawfully distributed by such Argentinian subsidiary and can be settled without restriction, less: (1) the greater of: (A) a specified cash amount in respect of such Argentinian subsidiary as set out in each CVI; and (B) the amount that such Argentinian subsidiary needs in order to meet its financial obligations; and (2) an amount equal to (i) expenses incurred in distributing such excess cash (e.g. taxes and reasonable third party costs); (ii) a sale of all or substantially all of the shares or the assets of the Argentinian subsidiaries to a non-affiliated party; (iii) a sale of all or substantially all of the shares or the assets of Atento Luxco to a non-affiliated party; and (iv) a distribution, payment or repayment made by any Argentinian subsidiary to Atalaya Luxco 2, S.à r.l. or Atalaya Luxco 3, S.à r.l, in respect of the securities of such Argentinian subsidiary. The CVI does not contain any other financial maintenance convents. As of June 16, 2014, we were in compliance with the terms of the CVI.
The CVIs do not accrue interest and are recognized at fair value. As of December 31, 2013, the fair value of the CVIs was $43.4 million. See Note 3(s) “Fair Value of Derivatives and CVI” to the Successor financial statements for additional information. Under the terms of each CVI, Atalaya Luxco 2, S.à r.l. and Atalaya Luxco 3, S.à r.l. have the right to off-set certain amounts specified in the SPA (in the circumstances specified in the SPA) against the outstanding balance under such CVI.
The obligations of Atalaya Luxco 2, S.à r.l. and Atalaya Luxco 3, S.à r.l. under each CVI will be extinguished on the earlier of: (i) the date on which the outstanding balance under such CVI is reduced to zero (in respect of repayment of outstanding debt or reduction of the outstanding balance pursuant to the terms and conditions of the CVIs); and (ii) December 12, 2022. During the term of the CVIs, the CVI holders have preferential purchase rights in the event the Argentinian subsidiaries are sold.
The obligations under the CVIs are not guaranteed by any subsidiary other than Atalaya Luxco 2, Atalaya Luxco 3 and its Argentinian subsidiaries.
For more information regarding the terms of the CVIs, see “Description of Certain Indebtedness—Contingent Value Instruments.”
Preferred Equity Certificates
On December 3, 2012, in connection with the Acquisition, Midco authorized the issuance of three series of Preferred Equity Certificates (“Luxco PECs”), which were subscribed by Atento Luxco, totaling $519.6 million as of December 31, 2013. The terms of the Luxco PECs are as follows:
 
 	•	 	Series 1: Midco authorized the issuance of 50,000,000,000 Series 1 PECs with a par value of €0.01 each. These Luxco PECs mature after 30 years, but may be withdrawn prior to this date in certain scenarios, and accrue interest of 8.0309%. As of December 31, 2013 and 2012, Midco has issued 23,580,000,000 Series 1 PECs for an aggregate amount of $325.2 million and $311.1 million, respectively. The resulting interest was capitalized on December 3, 2013 totalling approximately $26.1 million. The interest accrued at December 31, 2013 totaled approximately $2.2 million.	
 
 	•	 	Series 2: Midco authorized the issuance of 200,000 Series 2 PECs with a par value of €0.01 each. These Luxco PECs mature after 30 years, but may be withdrawn prior to this in certain scenarios. The yield is equal to the profit recognized for Luxembourg generally accepted accounting practice in connection with the “Specified Assets” (meaning the investment of the Company in the Luxco 1 Series 2 PECs, as defined), less any loss recognized in connection with the Specified Assets less a proportional amount of any direct expense borne by the Company during the Accrual Period in relation to the Specified Assets and less the losses of the Company in relation to the Specified Assets during the Accrual Period, including any such losses carried forward from previous Accrual Periods, such amount then divided by the number of Series 2 PECs outstanding at that time. As of December 31, 2013, Midco had issued 200,000 Series 2 PECs for an aggregate amount of $3 thousand.	
 
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 	•	 	Series 3: Midco authorized the issuance of 25,000,000,000 Series 3 PECs with a par value of €0.01 each. These Luxco PECs mature after 60 years, but may be withdrawn prior to this in certain scenarios. The yield is equal to the “Specified Income” (meaning the sum of all income and capital gains derived by the Company from the Eligible Assets (investment by the Company in the shares of Atento Luxco) less losses of the Company carried forward less all other expenses of the Company connected to the investment in the Eligible Assets (as defined in the terms and conditions of the Series 3 PECs) for each accounting period comprised in such “Accrual Period” (as defined in the terms and conditions of the Series 3 PECs) divided by 365 (or if a leap year, 366) and, respectively in the case of each such number so ascertained, multiplied by the number of days of each such accounting period that comprised that Accrual Period, then divided by the number of Series 3 PECs outstanding at that time. As of December 31, 2013, Midco has issued 12,017,800,000 Series 3 PECs for an aggregate amount of $165.7 million.	
Prior to the completion of this offering, Topco will transfer its entire interest in the Issuer (equal to €31,000 of share capital) to PikCo, Topco’s direct subsidiary, the consideration for which will be an allocation to PikCo’s share premium equal to €31,000. PikCo will then make the Contribution of all of its debt interests in Midco, which comprises the LuxCo PECs, to Midco, the consideration for which will be an allocation to Midco’s share premium equal to the value of the LuxCo PECs immediately prior to the Contribution. Upon completion of the Contribution, the Luxco PECs will be extinguished by operation of law. PikCo will then transfer the remainder of its interest in Midco to the Issuer, the consideration for which will be an allocation to the Issuer’s share premium equal to €31,000 and, as a result of such transfer, Midco will become a direct subsidiary of the Issuer.
The Luxco PECs are classified as subordinated debt with respect to our other present and future obligations. The table below provides a summary of Luxco PECs principal balance and their movements in 2013:

($ in millions)
Luxco PECs	  	Maturity	 	  	12/31/2012	 	  	Interest
capitalized	 	  	Translation
differences	 	  	Interest
accrued	 	  	12/31/2013	 	
Series 1 PECs	  	 	2042	  	  	 	311.1	  	  	 	26.1	  	  	 	14.5	  	  	 	2.2	  	  	 	353.9	  	
Series 2 PECs	  	 	2042	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	
Series 3 PECs	  	 	2072	  	  	 	158.6	  	  	 	—	  	  	 	7.2	  	  	 	—	  	  	 	165.7	  	
Total	  				  	 	469.7	  	  	 	26.1	  	  	 	21.6	  	  	 	2.2	  	  	 	519.6	  	
Brazil BNDES Credit Facility
On February 3, 2014, Atento Brasil S.A. entered into a credit agreement with Banco Nacional de Desenvolvimento Econômico e Social—BNDES (“BNDES”) in an aggregate principal amount of BRL 300 million (the “BNDES Credit Facility”), equivalent to $124 million.
The total amount of the BNDES Credit Facility is divided into five tranches in the following amounts and subject to the following interest rates:

 	  	Amount of Each
Tranche	  	Interest Rate	
Tranche A	  	BRL 182,330,000.00	  	Long Term Interest Rate (Taxa de Juros de Longo Prazo—TJLP) plus 2.5% per annum	
Tranche B	  	BRL 45,583,000.00	  	SELIC Rate plus 2.5% per annum	
Tranche C	  	BRL 64,704,000.00	  	4.0% per year	
Tranche D	  	BRL 5,296,000.00	  	6.0% per year	
Tranche E	  	BRL 2,048,000.00	  	Long Term Interest Rate (Taxa de Juros de Longo Prazo—TJLP)	
The BNDES Credit Facility is to be repaid in 48 monthly installments. The first payment will be due on March 15, 2016 and the last payment will be due on February 15, 2020.
 
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The BNDES Credit Facility contains covenants that restrict Atento Brasil S.A.’s ability to transfer, assign, charge or sell the intellectual property rights related to technology and products developed by Atento Brasil S.A. with the proceeds from the BNDES Credit Facility. As of June 16, 2014, we were in compliance with these covenants. The BNDES Credit Facility does not contain any other financial maintenance covenants.
The BNDES Credit Facility contains customary events of default including the following: (i) reduction of the number of the employees of Atento Brasil S.A. without providing program support for outplacement, as training, job seeking assistance and obtaining pre-approval of BNDES, (ii) existence of an unfavorable court decision against the Company for the use of children as workforce, slavery or any environmental crimes and (iii) inclusion in the by-laws of Atento Brasil S.A. of any provision that restricts Atento Brasil S.A.’s ability to paying its obligations under the BNDES Credit Facility.
Other Loan Agreements
On June 28, 2011, Atento arranged a loan with Banco Sabadell for an amount of 21.2 million Moroccan Dirhams maturing on June 28, 2016 with an annual rate of interest of 6%. As of December 31, 2013, the principal loan balance was 5.1 million dirhams ($0.6 million).
Finance Leases
The Company holds the following assets under finance leases:

 	  	As of December 31,	 	
 	  	2012	 	  	2013	 	
($ in millions)	  	Net
carrying
amount
of asset	 	  	Net
carrying
amount
of asset	 	
Finance leases	  				  				
Plant and machinery	  	 	0.5	  	  	 	—	  	
Furniture, tools and other tangible assets	  	 	8.8	  	  	 	9.4	  	
Software	  	 	1.3	  	  	 	—	  	
Other intangible assets	  	 	3.5	  	  	 	—	  	
Total	  	 	14.1	  	  	 	9.4	  	
The assets acquired under finance leases are located in Brazil, Uruguay, Colombia and Peru.
The present value of future finance lease payments is as follows:

 	  	As of December 31,	 	
($ in millions)	  	2012	 	  	2013	 	
Up to 1 year	  	 	3.5	  	  	 	5.3	  	
Between 1 and 5 years	  	 	5.2	  	  	 	6.5	  	
Total	  	 	8.7	  	  	 	11.9	  	
Derivative Financial Instruments
For a description of our derivative financial instruments as of December 31, 2013, see Note 14 to the Successor financial statements. See also “—Quantitative and Qualitative Disclosure About Market Risks—Interest Rate Risk” and “—Foreign Currency Risk” for additional information on fair market value of certain of our derivative financial instruments.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements other than operating leases and guarantees.
 
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The following table shows the increase in the number of the customers performance guarantees we have provided to third parties as part of our ordinary course of business for the periods indicated. Of these guarantees, the majority relate to commercial purposes and rental activities, the bulk of the remaining guarantees relates to tax and labor-related procedures.
There has not been any material instance of a guarantee being drawn upon for the periods indicated, nor does management anticipate any liability as a result of a draw upon a guarantee in the future.

 	  	Year ended December 31,	 	
($ in millions)	  	2011	 	  	2012	 	  	2013	 	
Financial, labor-related, tax and rental transactions	  	 	113.2	  	  	 	94.8	  	  	 	97.4	  	
Contractual obligations	  	 	32.7	  	  	 	55.9	  	  	 	135.8	  	
Other	  	 	1.4	  	  	 	0.1	  	  	 	0.2	  	
Total	  	 	147.3	  	  	 	150.8	  	  	 	233.4	  	
The change over time in the amount of the performance guarantees granted to third parties has been caused by an increase in guarantees we deliver to clients in connection with agreements under which we provide our services. See Note 22 to the Predecessor financial statements and Note 25(a) to the Successor financial statements for further information with respect to the guarantees for the periods indicated.
Contractual Obligations
The following table presents our expected future cash outflows resulting from debt obligations, finance lease obligations, operating lease obligations and other long-term liabilities as of December 31, 2013.

 	  	As of December 31, 2013	 	
 	  	Payments due by period	 	
($ in millions) (unaudited)	  	Total	 	  	Less than
1 year	 	  	1-3 years	 	  	3-5 years	 	  	More than
5 years	 	
Debt Obligations	  	 	1,374.8	  	  	 	11.8	  	  	 	85.8	  	  	 	150.3	  	  	 	1,126.9	  	
Finance Lease Obligations	  	 	11.9	  	  	 	5.3	  	  	 	5.3	  	  	 	1.3	  	  	 	—	  	
Operating Lease Obligations	  	 	294.7	  	  	 	90.9	  	  	 	106.3	  	  	 	64.4	  	  	 	33.1	  	
Purchase Obligations	  	 	270.8	  	  	 	269.8	  	  	 	1.0	  	  	 	—	  	  	 	—	  	
Total Obligations (1)	  	 	1,952.2	  	  	 	377.8	  	  	 	198.4	  	  	 	216.0	  	  	 	1,160.0	  	

(1)	We also have other non-current liabilities totalling $102.4 million	
Debt obligations are comprised of debentures and bonds, interest bearing loans and borrowings, CVIs (based on the fair value as of December 31, 2013; see Note 17 to the Successor financial statements), Vendor Loan Note and the PECs. The debentures and bonds balance consists of the Senior Secured Notes and the Brazilian debentures outstanding balance as of December 31, 2013.
The payables to group companies are comprised of the following: (i) three series of Preferred Equity Certificates issued by Midco and subscribed by Topco, totaling $517.4 million as of December 31, 2013 ($469.7 million in 2012); and (ii) interest accruing pending payment in the amount of $2.2 million as of December 31, 2013 ($1.9 million in 2012).
We enter into finance lease arrangements related to furniture, tools and other tangible assets. Our main increases in finance lease arrangements relate to equipment acquired in Colombia and Peru in order to improve and upgrade our infrastructure. Our assets acquired under finance leases are located in Brazil, Uruguay, Colombia and Peru.
The operating leases where we act as lessee are mainly on premises used as call centers. These leases have various termination dates, with the latest in 2023. There were no contingent payments on operating leases
 
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recognized in the consolidated income statements for the years ended December 31, 2013. Further, at December 31, 2013, the payment commitment for the early cancellation of these leases amounts to $147.9 million.
Purchase obligations include trade and other payables mainly related to suppliers and advances provided to personnel.
Capital Expenditures
Our business has significant capital expenditure requirements, including construction and initial fit-out of our service delivery centers, improvements and refurbishment of leased facilities for our service delivery centers, acquisition of various items of property, plant and equipment, mainly comprised of furniture, computer equipment and technology equipment, acquisition and upgrades of our software or specific customer’s software.
The funding of the majority of our capital expenditures is covered by existing cash and EBITDA generation.
The table below sets forth our historic capital expenditures by segment for the years ended December 31, 2013, 2012 and 2011.

 	  	Predecessor	 	 	  	  	Successor	 	  	Non-IFRS
Aggregated	 	  	Successor	 	
 	  	Year ended
December 31,
2011	 	  	Period from
Jan 1 - Nov 30,
2012	 	 	  	  	Period from
Dec 1 - Dec 31,
2012	 	  	Year ended
December 31,
2012
(unaudited)	 	  	Year ended
December 31,
2013	 	
($ in millions)	  			  			 	  	  			  			  			
Brazil	  	 	52.6	  	  	 	55.4	  	 	 	  	 	10.3	  	  	 	65.7	  	  	 	63.2	  	
Americas	  	 	37.2	  	  	 	11.4	  	 	 	  	 	12.3	  	  	 	23.7	  	  	 	31.8	  	
EMEA	  	 	49.6	  	  	 	9.7	  	 	 	  	 	4.0	  	  	 	13.7	  	  	 	7.2	  	
Other and eliminations	  	 	2.2	  	  	 	0.4	  	 	 	  	 	1.8	  	  	 	2.2	  	  	 	0.8	  	
Total capital expenditures	  	 	141.6	  	  	 	76.9	  	 	 	  	 	28.4	  	  	 	105.3	  	  	 	103.0	  	
For 2014, we expect to incur in levels of capital expenditures broadly in line with the last two years, for purchases related to the items described above to support the growth of our business and regular maintenance capital expenditures.
We expect that our capital expenditures will increase in the future as our business continues to develop and expand.
Critical Accounting Policies and Estimates
The preparation of financial statements in accordance with IFRS as issued by the IASB requires the use of certain assumptions and estimates that affect the amount of assets, liabilities, income, and expenses in our consolidated financial statements and accompanying notes. Some of the accounting policies applied in preparing our consolidated financial statements require our management to apply significant judgments in order to select the most appropriate assumptions for determining these estimates. These assumptions and estimates are based on our historical experience, the advice of consultants and experts, forecasts and other circumstances and expectations prevailing at year end, and our management’s evaluation of the global economic situation in the CRM BPO services segment, as well as the future outlook for the business. By virtue of their nature, these judgments are inherently subject to uncertainty, consequently, actual results could differ substantially from the estimates and assumptions used. Should this occur, the values of the related assets and liabilities would be adjusted accordingly. Our significant accounting policies, which may be affected by our estimates and assumptions, are discussed further in Note 3 to the Successor financial statements included in this prospectus.
Although these estimates were made on the basis of the best information available at each reporting date on the events analyzed, events that take place in the future might make it necessary to change these estimates in
 
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coming years. Changes in accounting estimates would be applied prospectively in accordance with the requirements of IAS 8, recognizing the effects of the change in estimates in the related consolidated statement of comprehensive income.
Summarized below are those of our accounting policies where management believes the nature of the estimates or assumptions involved is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change.
Revenue Recognition
Revenue is recognized on the basis of the actual service provided as a percentage of the total service to be provided, when the revenues and costs of the services contract, as well as the stage of completion thereof, can be reliably estimated and it is probable that the related receivables will be recovered. Recognition of revenues on the basis of their stage of completion calls for the use of estimates relating to certain features of the service contracts such as costs of the contract, the period of realization and provisions in connection with the contract.
We take account of our past experience and specific quantitative indicators for our estimates, in due consideration of the specific circumstances applicable to specific customers or contracts. In the event of circumstances that may have an effect on the revenue originally forecast, the costs or the stage of completion, estimates are revised accordingly. Revisions may affect the revenues and expenses recognized.
Acquisition Accounting
We account for our business acquisitions under the acquisition method of accounting. The consideration given for the acquisition of a subsidiary is understood to correspond to the fair value of the assets transferred, the liabilities assumed vis-à-vis the former owners of the acquiree, and any equity instruments therein issued by the Company. The consideration given includes the fair value of any asset or liability stemming from any contingent consideration agreement.
Any contingent consideration to be transferred by the Company is recognized at fair value at the acquisition date. Subsequent changes in the fair value of any contingent consideration deemed an asset or a liability are recognized in income or as a change in other comprehensive income, in accordance with IAS 39. Contingent consideration classified as equity is not remeasured, and any subsequent settlement thereof is also recognized in equity. Costs related with the acquisition are recognized as expenses in the year incurred.
Identifiable assets acquired and identifiable liabilities and contingent liabilities assumed in a business combination are initially measured at fair value at the acquisition date.
Goodwill is initially measured as any excess of total consideration given over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is greater than the aggregate consideration transferred, the difference is recognized on the income statement.
Refer to Note 5 to the Successor financial statements for further discussion of the Acquisition.
Useful life of Property, Plant and Equipment and Intangible Assets
As of December 31, 2013, net property, plant and equipment totaled $231.6 million and net identifiable finite-lived intangible assets totaled $392.8 million. The accounting treatment of property, plant and equipment and intangible assets entails the use of estimates to determine their useful life for depreciation and amortization purposes. In determining useful life, it is necessary to estimate the level of use of assets as well as forecast technological trends in the assets. Assumptions regarding the level of use, the technological framework and the future development require a significant degree of judgment, bearing in mind that these aspects are rather difficult to foresee. The useful lives of intangible assets are assessed on a case-by-case basis to be either finite or
 
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indefinite. Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful life and assessed for impairment whenever events or changes indicate that their carrying amount may not be recoverable. We have no assets with an indefinite useful life.
Changes in the level of use of assets or in their technological development could result in a modification of their useful lives and, consequently, in the associated depreciation or amortization.
Estimated Impairment of Goodwill
As at December 31, 2013, goodwill totaled $197.7 million; no impairment to goodwill was recognized in 2013, 2012 or 2011. We test goodwill for impairment annually, in accordance with the accounting policy described in Note 3(f) to the Predecessor and Note 3(h) to the Successor financial statements, respectively. Goodwill is subject to impairment testing as part of the cash-generating unit or the group of cash-generating units to which it has been allocated. The recoverable amounts of cash-generating units defined in order to identify potential impairment of goodwill are determined on the basis of value in use, applying five-year financial forecasts based on the our strategic plans, approved and reviewed by our management. These calculations entail the use of assumptions and estimates, and require a significant degree of judgment. The main variables considered in the sensitivity analyses are growth rates, discount rates using the weighted average cost of capital (WACC) and the key business variables.
Deferred Taxes
We assess the recoverability of deferred tax assets based on estimates of future earnings. The ability to recover these deferred amounts depends ultimately on our ability to generate taxable earnings over the period in which the deferred tax assets remain deductible. This analysis is based on the estimated timing of the reversal of deferred tax liabilities, as well as estimates of taxable earnings, which are sourced from internal projections and are continuously updated to reflect the latest trends.
The appropriate classification of tax assets and liabilities depends on a series of factors, including estimates as to the timing and realization of deferred tax assets and the projected tax payment schedule. Actual income tax receipts and payments could differ from the estimates made by us as a result of changes in tax legislation or unforeseen transactions that could affect tax balances.
We have recognized tax credits corresponding to loss carry-forwards since based on internal projections it is probable there will be future taxable profits against which they may be utilized.
We have capitalized our tax carry-forward losses based on our internal forecasts, considering probable to have enough future benefits to recover them.
Provisions
Provisions are recognized when we have a present obligation as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. This obligation may be legal or constructive, deriving from, inter alia, regulations, contracts, customary practice or public commitments that lead third parties to reasonably expect that we will assume certain responsibilities. The amount of the provision is determined based on the best estimate of the outlay required to settle the obligation, bearing in mind all available information at the reporting date, including the opinions of independent advisors such as legal counsel or consultants.
No provision is recognized if the amount of liability cannot be estimated reliably. In such a case, the relevant information would be provided in the notes to the financial statements.
Given the uncertainties inherent in the estimates used to determine the amount of provisions, actual outflows of resources may differ from the amounts recognized originally on the basis of the estimates.
 
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Fair Value of Derivatives
We use derivative financial instruments to mitigate risks, primarily derived from possible fluctuations in interest rates on loans received. Derivatives are recognized at the onset of the contract at fair value, subsequently re-measuring the fair value and adjusting as necessary at each reporting date.
The fair value of derivative financial instruments is calculated on the basis of observable market data available, either in respect of market prices or through the application of valuation techniques. The valuation techniques used to calculate the fair value of derivative financial instruments include the discounting of future cash flows associated with the instruments, applying assumptions based on market conditions at the valuation date or using prices established for similar instruments, among others. These estimates are based on available market information and appropriate valuation techniques. The fair values calculated could differ significantly if other market assumptions and/or estimation techniques were applied.
Recent Accounting Pronouncements
We believe there are no relevant standards or relevant interpretations mandatory for the current accounting period that have not been applied.
Certain new standards, amendments and interpretations to existing standards have been published but are not mandatory for our 2013 financial statements. We have not early adopted these revisions to IFRS. Many of these updates are not applicable to us and have excluded from the discussion below:
 
 	•	 	Amendments to IAS 32 ‘Financial Instruments: Presentation’ which specifies the requirements for offsetting financial instruments. To meet the new offsetting requirements in IAS 32, an entity’s right to set off must not be contingent on a future event and must be enforceable both in the normal course of business and in the event of default or insolvency of the entity and all counterparties. It is further specified that a gross settlement mechanism also complies with the offsetting requirements according to IAS 32, provided no major credit liquidity risks remain, and receivables and payables are processed in a single settlement step, making it equivalent to a net settlement. The new requirements shall be applied retrospectively for financial years beginning on or after January 1, 2014.	
 
 	•	 	IFRIC 21 ‘Levies’ which is an interpretation of IAS 37 ‘Provisions, contingent liabilities and contingent assets.’ IAS 37 sets out criteria for the recognition of a liability, one of which is the requirement for the entity to have a presentation obligation as a result of a past event (knows as an obligation event). The interpretation clarifies that the obligation event that gives rise to a liability to pay a levy is the activity described in the relevant legislation that triggers the payment of the levy.	
 
 	•	 	IFRS 9 ‘Financial Instruments’ addresses the classification, measurement and recognition of financial assets and financial liabilities. IFRS 9 was issued in November 2009 and October 2010. It replaces the parts of IAS 39 that relate to the classification and measurement of financial instruments. IFRS 9 requirements financial assets to be classified into two measurement categories: those measured as at fair value and those measures at amortized cost. The determination is made at initial recognition the classification depends on the entity’s business model for managing its financial instruments and the contractual cash flow characteristics of the instruments. For financial liabilities, the standard retains most of the IAS 39 requirements. The main change is that, in cases where the fair value option is taken for financial liabilities, the part of a fair value change due to an entity’s own credit risk is recoded in other comprehensive income rather than the statement of operations, unless this creates an accounting mismatch.	
 
 	•	 	IFRS 14 ‘Regulatory Deferral Accounts’ permits an entity which is a first-time adopter of IFRS to continue to account, with some limited changes, for ‘regulatory deferral account balances’ in accordance with its previous GAAP, both on initial adoption of IFRS and in subsequent financial statements. Regulatory deferral account balances, and movements in them, are presented separately in the statement of financial position and statement of profit or loss and other comprehensive income, and specific disclosures are required.	
 
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 	•	 	Amendment to IAS 19 Revised ‘Employment Benefits’ related to contributions from employees or third parties that are linked to service. The amendment notes that if the amount of the contributions is independent of the number of years of service, an entity is permitted to recognize such contributions as a reduction in the service cost in the period in which the related service is rendered, instead of attributing the contributions to the periods of service. Examples of contributions that are independent of the number of years of service include those that are a fixed percentage of the employee’s salary, a fixed amount throughout the service period or dependent on the employee’s age. However, if the amount of the contributions is dependent on the number of years of service, an entity is required to attribute those contributions to periods of service using the same attribution method required by paragraph 70 of IAS 19 for the gross benefit (i.e. either using the plan’s contribution formula or on a straight-line basis). These changes are effective for annual periods beginning on or after July 1, 2014.	
The adoption of the pronouncements and amendments described above are not anticipated to have a material impact on our operations results and our financial position. See Note 2 to the Successor financial statements for further information on our basis of preparation of the consolidated financial statements.
Quantitative and Qualitative Disclosures About Market Risks
In the ordinary course of our business, we are exposed to a variety of market risks that are typical for the industry and sectors in which we operate. The principal market risks that affect our financial position, results of operations and prospects relate to foreign exchange. We do not enter into or deal in market sensitive instruments for trading or speculative purposes. Our overall risk management strategy focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on our financial performance. As part of our risk management strategy, we use derivatives to limit both interest and foreign currency risks on otherwise unhedged positions and to adapt our debt structure to market conditions. While management has adopted a number of mitigation strategies to limit our exposure to market related risks, we cannot assure you that any mitigation strategies will be effective or that we will not be materially adversely affected by such risks in future periods. See Note 4 to the Successor financial statements for additional information on market risk.
Country Risk
To manage or mitigate country risk, we repatriate the funds generated in Latin America that are not required for the pursuit of new, profitable business opportunities in the region and subject to the restrictions of our financing agreements. The capital structure of the Atento Group comprises two separate ring-fenced financings: (i) the Brazilian Debentures and (ii) the U.S.$300 million 7.375% Senior Secured Notes due 2020, together with the €50 million ($69 million) Revolving Credit Facility. The Brazilian term loan is denominated in Brazilian reais and our obligations are paid with cash flows from our Atento Brazil revenue in Brazilian reais. This creates a natural hedge for debt commitments eliminating any foreign exchange risk. In addition, in connection with the issuance of the Senior Secured Notes in U.S. dollars we entered into a series of cross currency swaps derivatives agreements, effectively hedging 90% of the related interest payments in Euros, Mexican Pesos, Colombian Pesos and Peruvian Soles, and 75% of the principal exposure in Euros and Mexican Pesos.
Argentinean subsidiaries are not party to these two separate ring-fenced financings, and we do not rely on cash flows from these operations to serve our debt commitments entered into in connection with the Acquisition.
Interest Rate Risk
Interest rate risk arises mainly as a result of changes in interest rates which affect: finance costs of debt bearing interest at variable rates (or short-term maturity debt expected to be renewed), as a result of fluctuations in interest rates, and the value of non-current liabilities that bear interest at fixed rates. Our exposure to interest rate risk arises principally from interest on our indebtedness. As of December 31, 2013, we had total consolidated indebtedness of approximately $1,370.8 million, of which approximately 43.2% (excluding CVIs and the PECs) bears interest at variable rates.
 
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As of March 31, 2014, we have outstanding indebtedness of approximately $1,417.2 million pursuant to which we must make payments determined on the basis of variable interest rates, predominantly tied to the Brazilian CDI (Interbank Deposit Certificate) rate.
As of December 31, 2013, the estimated fair value of the interest rate hedging instruments related to the Brazilian Debentures totaled $15.6 million, which was recorded as a financial asset. Based on our total indebtedness of $1,370.8 million as of December 31, 2013 and not taking into account the impact of our interest rate hedging instruments referred to above, a 1% change in interest rates would impact our net interest expense by $3.8 million.
Foreign Currency Risk
Our exposure to market risk arises principally from exchange rate risk. While the U.S. dollar is our reporting currency, approximately 98% of our revenue for the year ended December 31, 2013 was generated in local currencies other than the U.S. dollar. In addition to the U.S. dollar, we also generate significant revenues in Brazilian reais, Euros and Mexican pesos. The exchange rates among the U.S. dollar and these local currencies have changed substantially in recent years and may fluctuate substantially in the future. Our exchange rate risk arises from our local currency revenues, receivables and payables. We benefit to a certain degree from the fact that the revenue we collect in each country in which we have operations is generally denominated in the same currency as the majority of the expenses we incur in earning this revenue.
In accordance with our risk management policy, whenever we deem it appropriate, we manage foreign currency risk by using derivatives to hedge any debts incurred in currencies other than those of the countries where the companies taking on the debt are domiciled.
Upon closing of the Senior Secured Notes issued in U.S. dollars, we entered into cross-currency interest rate swaps pursuant to which we exchanged an amount of U.S. dollar equal to the face amount of the Senior Secured Notes for an amount of Euro, Mexican Pesos, Colombian Pesos and Peruvian Soles. On each interest payment date under the Senior Secured Notes, we receive from the applicable swap counterparty an amount in U.S. dollar equal to a semi-annual amount of interest at a rate per year equal to the interest rate payable on the Senior Secured Notes and calculated based on the amount of U.S. dollars initially exchanged by us under the currency swap and we will pay to the applicable swap counterparty an amount in the applicable other currency equal to a semi-annual amount of interest at a per annum rate equal to the benchmark floating rate for currency swaps for the applicable semi-annual period. Finally, on the maturity date of each currency swap, we will receive from the applicable swap counterparty U.S. dollars in an amount equal to the initial U.S. dollar exchange amount for such currency swap and will pay to the applicable swap counterparty the applicable other currency in an amount equal to the initial foreign currency exchange amount for such currency swap. As of December 31, 2013, the estimated net fair value of the interest rate hedge instruments related to the cross-currency swaps entered into to hedge the Senior Secured Notes totaled $13.3 million, of which $16.0 million was recorded as long-term financial debt and $2.7 million was recorded as long-term financial assets.
Credit Risk
Financial instruments that potentially subject us to concentrations of credit risk consist principally of accounts receivable, cash and cash equivalents, and long-term financial assets. Our maximum exposure to credit risk on financial assets is the carrying amount of said assets. Our commercial credit risk management approach is based on continuous monitoring of the risk assumed and the financial resources necessary to manage our various units, in order to optimize the risk-reward relationship in the development and implementation of the business plans of our various units in their ordinary management. Accounts receivable are typically unsecured and are derived from revenue earned from clients primarily in Latin America and EMEA. Additionally, we carry out significant transactions with Telefónica Group. At December 31, 2013, accounts receivable due from Telefónica Group were $302.2 million.
 
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Credit risk arising from cash and cash equivalents is managed by placing cash surpluses in high quality and highly liquid money-market assets. These placements are regulated by a master agreement revised annually on the basis of conditions prevailing in the markets and the countries where we operate. The master agreement establishes: (i) the maximum amounts to be invested per counterparty, based on their ratings (long- and short-term debt rating); (ii) the maximum period of the investment; and (iii) the instruments in which the surpluses may be invested.
Liquidity Risk
We seek to match our debt maturity schedule to our capacity to generate cash flows to meet the payments falling due, factoring in a degree of cushion. In practice, this has meant that our average debt maturity must be longer than the length of time we require to generate cash flows to pay our debt (assuming that internal projections are met).
At December 31, 2013, the average term to maturity of our debt with third parties, which totaled $851.2 million, was 6.1 years. In addition, we had current assets of $770.8 million at such date, which includes cash and cash equivalents of $213.5 million, of which $13.7 million is located in Argentina and subject to restrictions on our ability to transfer them out of the country.
Capital Management
Our capital management goal is to determine the financial resources necessary to continue our recurring activities and maintain a capital structure that optimizes own and borrowed funds. Additionally, we set an optimal debt level in order to maintain a flexible and comfortable medium-term borrowing structure in order to carry out our routine activities under normal conditions and to address new opportunities for growth. We strive to maintain debt levels in line with forecasted future cash flows and with quantitative restrictions imposed under financing contracts.
In addition to these general guidelines, we take into account other considerations and specifics when determining our financial structure, such as country risk, tax efficiency and volatility in cash flow generation.
At the date of this prospectus, we are compliant with and other established in our financing contracts. In order to monitor our compliance with our financing contracts, we regularly monitor figures for net financial debt with third parties and EBITDA.
 
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 BUSINESS
Our Company
We are the largest provider of CRM BPO services in Latin America and Spain, and among the top three providers globally, based on revenues. Our business was founded in 1999 as the CRM BPO provider to the Telefónica Group. Since then, we have significantly diversified our client base, and subsequent to the Acquisition in December 2012, we became an independent company.
Leadership Position in Latin America . As the largest provider of CRM BPO services in Latin America, we hold #1 or #2 market shares in most of the countries where we operate, based on revenues, according to Frost & Sullivan. From 2009 to 2012, we expanded our CRM BPO market leadership position in Latin America overall from 19.1% to 20.1% and increased our market share in Brazil from 23.3% to 25.2%, based on revenue. We have achieved our leadership position over our 15-year history through our dedicated focus on superior client service, our scaled and reliable technology and operational platform, a deep understanding of our clients’ diverse local needs and our highly engaged employee base. Given its growth outlook, Latin America is one of the most attractive CRM BPO markets globally and we believe we are distinctly positioned as one of the few scale operators in the region.
Full Scale CRM BPO Services Offerings . We offer a comprehensive portfolio of CRM BPO services, including customer service, sales, credit management, technical support, service desk and back office services. We are evolving from offering individual CRM BPO services to combining multiple service offerings, covering both the front-end and the back-end of our clients’ customer experience, into customized solutions adapted to our clients’ needs. We believe that these customized customer solutions provide an improved experience for our clients’ customers and create stronger customer relationships, which reinforces our clients’ brand recognition and customer loyalty. Our services and solutions are delivered across multiple channels including digital (SMS, e-mail, chats, social media and apps, among others) and voice, and are enabled by process design, technology and intelligence functions. In 2013, CRM BPO solutions and individual services comprised approximately 36% and 64% of our revenues in Brazil, respectively.
Our CRM BPO services and solutions are delivered through our innovative, multi-channel platform. As our clients’ customers become more connected and widely broadcast their experiences across a variety of digital channels, we believe the quality of their customer experience is having a significant impact on our clients’ brand loyalty and overall business performance. Our multi-channel platform integrates direct customer outreach through digital, voice or in-person channels allowing us to engage with customers through multiple channels of interaction. As our clients’ customers increasingly transition towards digital communication, we have evolved and invested in our digital channel capabilities.
Our customized CRM BPO solutions further integrate us into the strategic objectives of our clients, often leading to closer, more resilient client relationships. For example, for a global insurance client, we provide a comprehensive solution for insurance claims management encompassing (i) specialized processes including back office, sales, customer care, credit management and technical support, (ii) a customized communication channel strategy throughout the customer’s lifecycle, (iii) workload, mobility software and communication tools and (iv) data and analytics, resulting in 25,000 monthly claims analyzed and approximately $8 million of annual savings.
 
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Long-standing Client Relationships Across a Variety of Industries . We work with market leaders in sectors such as telecommunications, financial services and multi-sector, which for us comprises the consumer goods, services, public administration, pay TV, healthcare, transportation, technology and media industries. In 2013, approximately 52% of our revenue was derived from sales to telecommunications, 35% to financial services and 13% to multi-sector clients. Since our founding in 1999, we have significantly diversified the sectors we serve and our client base to over 450 separate clients resulting in non-Telefónica revenue accounting for 51.5% in 2013 compared to approximately 10% of the revenue of AIT Group in 1999. In 2013, 85.3% of our non-Telefónica revenue was generated from clients with whom we have had relationships for five or more years. Illustrative of our high customer satisfaction, in 2011, 2012 and 2013, our client retention rates were 97.9%, 98.5% and 99.3%, respectively.
Highly Engaged Employees . Our approximately 155,000 employees are critical to our ability to deliver best-in-class customer service. We believe our distinctive culture and strong values ensure that our employees are highly engaged customer specialists. We strategically implement collaborative and proprietary training processes and firm-wide methodologies to recruit, train and retain one of the largest workforces in Latin America. We strive to attract, develop and reward high-performing people and to provide our employees with an attractive career path that incentivizes them to engage in achieving or exceeding our clients’ business objectives. In 2013, we were named one of the top 25 multinationals globally to work for by the Great Place to Work Institute and the only CRM BPO company in the industry to receive this distinction.
Scalable and Reliable Technology and Operational Platform . We have a flexible, scalable and reliable technology platform that enables us to deliver customizable services and solutions for our clients. The three key components of our technology strategy are (i) scalable and secure infrastructure, which includes data centers, telephony and other systems to support and automate our services, (ii) applications, including systems, analytics and intelligence tools that enhance and optimize our solution offerings and (iii) our technology organization, which consists of the people and resources to manage and innovate our platform. In 2013, our technology platform handled transactions across 89 delivery centers operating 24/7 with less than 0.06% unscheduled systems downtime. We are committed to the highest standards of quality and have implemented programs to certify all of our processes as UNE-ISO 9001 and COPC, and we use Six Sigma to ensure continuous improvement.
Strong Relationship with Telefónica Underpinned by Long-term MSA . We believe we contribute to the Telefónica Group as an integral part of its CRM BPO operations. Currently, we serve 29 companies of the
 
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Telefónica Group under more than 150 arm’s-length contracts. Since becoming an independent company in December 2012, our relationship with the Telefónica Group has been governed by our MSA. The MSA requires the Telefónica Group companies to meet pre-agreed minimum annual revenue commitments to us through 2021. The MSA commitment is meant to be a minimum commitment, rather than a target or budget. Telefónica will be required to compensate us for any shortfalls in these revenue commitments. The MSA expires on December 31, 2021, and although the MSA is an umbrella agreement which governs our services agreements with the Telefónica Group companies, the termination of the MSA on December 31, 2021 does not automatically result in a termination of any of the local services agreements in force after that date.
For the years ended December 31, 2012 and 2013, our revenues from the Telefónica Group increased by 3.8% and 4.7%, respectively, on a constant foreign exchange rate basis. Our revenue generated from the Telefónica Group was $1,136.5 million in 2013, $1,158.5 million in 2012 and $1,235.9 million in 2011.
Outside the ordinary course of our business and in connection with the Acquisition, we have incurred obligations to Telefónica in an aggregate amount outstanding, as of December 31, 2013 of $195.1 million. For a more detailed description of such obligations, see “Description of Certain Indebtedness—Vendor Loan Note” and “Description of Certain Indebtedness—Contingent Value Instruments.”
Broad Scope of Operations . We operate in 15 countries worldwide and organize our business into the following three geographic markets: (i) Brazil, (ii) Americas, ex-Brazil (“Americas”) and (iii) EMEA. For the year ended December 31, 2013, Brazil accounted for 51.5% of our revenue and 52.6% of our Adjusted EBITDA; Americas accounted for 33.0% of our revenue and 38.7% of our Adjusted EBITDA; EMEA accounted for 15.5% of our revenue and 8.7% of our Adjusted EBITDA (in each case, before holding company level revenue and expenses and consolidation adjustments).
Financial Flexibility . We have ample liquidity which provides significant financial flexibility to manage our operations. At December 31, 2013, the total amount of credit available to us was €50 million ($69 million) under our Revolving Credit Facility, which remains undrawn as at December 31, 2013. In addition, we had cash and cash equivalents (net of any outstanding bank overdrafts) of approximately $213.5 million at December 31, 2013, while our outstanding debt totaled $1,370.8 million. The amount attributable to the Acquisition in 2012 totaled $1,358.3 million including $519.6 million of PECs that will be capitalized in connection with this offering. During 2013, our cash flow related to mandatory debt service represented 38.9% of the cash flows from operating activities excluding interest paid. For a more detailed description of such obligations, see “Description of Certain Indebtedness.”
For the years ended December 31, 2012 and 2013, our revenue grew by 6.7% and 7.5% and our Adjusted EBITDA grew by 21.5% and 16.9%, respectively, on a constant foreign exchange rate basis. Our revenue for the year ended December 31, 2013 was $2,341.1 million, our Adjusted EBITDA was $295.1 million and our profit/(loss) for the period was a loss of $4.0 million.
Market Opportunity
CRM BPO has historically been the largest segment within the broader BPO market based on revenue, and includes services such as customer care, retention, acquisition, technical support, help desk services, credit management, sales, marketing and back-office functions.
Market Size and Growth . According to IDC, global spending on CRM BPO services is expected to grow at a CAGR of 5.8% from $57.9 billion in 2012 to $76.8 billion in 2017. Our operations are primarily focused in Latin America, which is the fastest growing CRM BPO market in the world with a market size of $10.7 billion in 2012, according to Frost & Sullivan.
Key Trends in the Latin American CRM BPO Market
There are a number of trends driving growth in the Latin American CRM BPO market and we believe our market position will allow us to differentiate ourselves and capitalize on this growth.
 
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Large CRM BPO Market with Sustained Demand Growth Driven by an Emerging Middle Class. The scale and growth of Latin America’s economies present a significant market opportunity. The growth in the CRM BPO market is supported by an expanding middle class, which is expected to grow from approximately 29% of the population in 2009 to approximately 42% by the year 2030, according to data from The World Bank. As a result, customer experience-intensive industries, such as insurance and banking, which have historically been underpenetrated in Latin America, have experienced high volume growth, resulting in increased demand for CRM BPO services. Lastly, according to Frost & Sullivan, in 2013, call center seat penetration in Latin America significantly lagged the United States, and we believe that this gap will continue to drive long-term growth for our industry in the region.
2013 Call center seats / ‘000s population

 

Source:	Frost & Sullivan and International Monetary Fund.	
Note:	Includes in-house and outsourced seats.	
Continued Trend for Further Outsourcing of CRM BPO Operations. As of 2013, 32.4% of domestic CRM BPO operations in Latin America were outsourced to third party providers, based on number of agent seats, compared to 27.1% in 2007, according to Frost & Sullivan. In the context of high growth in CRM BPO volumes, we believe the value proposition for further outsourcing is compelling and enables our clients to (i) focus on their core capabilities, (ii) generate cost efficiencies, (iii) increase customer satisfaction, (iv) streamline the process of introducing new products and services and (v) redeploy capital used in internal processes. Given these factors, we expect outsourcing penetration in our markets to continue to grow in the future.
Limited Number of Large Scale Operators in Latin America. Very few companies operate large-scale operations throughout Latin America. Most companies operate in only one or two Latin American countries, or within multiple markets with more limited scale as compared to Atento. Establishing large scale operations in Latin America presents challenges due to specific country dynamics in the region and the complexity of managing a large and dynamic workforce. The presence of local players with established long-term positions in certain countries also results in specific industry dynamics. For example, in Brazil, the top three providers of CRM BPO services in aggregate accounted for 60.8% of the market in 2012, whereas in North America the top three providers in aggregate had just a 16.2% share, according to Frost & Sullivan.
North America’s Continued Off-Shoring Trend. We view North America as a growth opportunity as U.S.-based businesses continue to off-shore call center services to other geographies, with 37.4% of the market off-shored in 2012, and 43.4% expected to be off-shored by 2017, according to Frost & Sullivan. Among off-shoring options, U.S. clients increasingly choose to near-shore to Latin America to eliminate challenging time zone differences that might be experienced when off-shoring to India or the Philippines. Accordingly, Latin America is the fastest growing fulfillment market for providing CRM BPO services to North America, and expected to grow at a CAGR of 10.5% from 2012 to 2017, according to Frost & Sullivan.
 
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Our Strategy
Our mission is to help make our clients successful by delivering the best experience for their customers. Our goal is to significantly outperform the expected market growth by being our clients’ partner of choice for customer experience solutions. We strive to deliver growth by leveraging our platform and our people as the key enablers of superior services and solutions for our clients. To this end, we are focused on optimizing our operations and inspiring our people to deliver excellent service to our clients, and our clients’ customers.
These are the pillars of our strategy and the specific initiatives by which we aim to achieve them:

Transformational Growth
Our three main initiatives to generate higher growth than the overall market are:
Aggressively Grow Our Client Base . We believe we can win new client relationships, either from competitors or as potential clients outsource their in-house operations. In particular, the telecommunications sector, where we already have deep industry knowledge due to our long-history with Telefónica, presents an opportunity to increase our market share now that we are a stand-alone company. We have already started providing services to other telecommunications companies in Latin America, such as Claro (a subsidiary of América Móvil), and we are focused on growing these new relationships to scale.
To reinforce this strategic priority, we have significantly invested in our sales teams and established separate new business acquisition areas with enhanced commercial capabilities and tools.
Develop and Deliver Innovative CRM BPO Services and Solutions . By leveraging our existing infrastructure and deep client and process knowledge, we are able to deliver increasingly complex solutions and value-added services to our clients through multiple channels. Over time we have diversified and expanded our services, increasing their sophistication and complexity and developing customized solutions such as smart collections, B2B (business-to-business) efficient sales, insurance management, credit management and other CRM BPO processes. Our revenue from these solutions has grown faster than our overall revenues.
As of December 31, 2013, we served a large and diverse base of over 450 separate clients. We believe we can further penetrate these existing relationships by increasing the variety of solutions we provide. We have successfully expanded our service and solution offerings in the past and believe this is a continued growth opportunity, as we are one of the few providers that can deliver an integrated and broad set of CRM BPO solutions to a large and increasingly sophisticated client base.
 
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Further Penetrate U.S. Near-Shore. The market for providing outsourcing services to U.S. clients from Latin America is a sizable and fast-growing opportunity as (i) companies in the United States seek to balance outsourcing services across different geographies, generally favoring locations with better cultural fit and proximity to their operations, while minimizing time zone differences (in particular when compared to India and the Philippines), (ii) Latin America becomes a more cost-competitive location and (iii) the talent pool in the region grows, with more people with strong English-language skills.
To pursue this opportunity, in 2013, we formed a dedicated business unit with its own infrastructure to exclusively serve the U.S. market which, as of April 2014, has more than 450 workstations servicing five clients. We believe our strong relationships with multi-national clients throughout Latin America, such as BBVA Group and Santander, position us well to also serve their off-shoring needs in the United States.
Best-in-Class Operations
We have made significant investments in infrastructure, proprietary technologies, management and development processes that capitalize on our extensive experience managing large and globalized operations. Our operational excellence strategy is supported by the following five key global initiatives:
Enhance Productivity of Our Operations . We are focused on a variety of initiatives to enhance agent productivity, including:
 
 	•	 	Improving the uniformity of KPIs for operational productivity;	
 
 	•	 	Using statistical analysis and enhanced forecasting methodology to optimize staffing level; and	
 
 	•	 	Establishing Operational Command Centers to implement analytical tools and standardized performance metrics.	
Continued Investment in Our IT Platform . Our technology strategy is focused on (i) delivering a cost-efficient and reliable IT infrastructure to meet the needs of existing clients and support margin expansion, (ii) enhancing our ability to add capacity rapidly with a highly variable cost structure for new business, (iii) developing new products and solutions that can be rapidly scaled and rolled out across geographies, (iv) providing standard operational tools and processes to enable the best experience to our clients’ customers, and (v) establishing common platforms that facilitate centralization of core IT services. Technology initiatives to capture benefits of scale, standardization, and consolidation are managed globally, with full accountability by project leaders to continuously optimize our operations and innovate client solutions.
One Procurement . We are strengthening our centralized procurement model in order to lower costs and streamline supplier relationships. Our “Global Deal Delivered Locally” strategy allows us to work with vendors to reach global contracts, while allowing procurement decisions to be handled locally. For example, by sourcing agent headsets as part of a global contract, we were able to achieve significant savings across all of our geographies, ranging from 5% to 82% of net unit headset costs. We are continuing to deploy this procurement strategy across our business, including in our procurement of infrastructure, technology, telecom and professional services, to reduce operating costs and improve margins.
Operations HR Effectiveness . Our business model is focused on improving operations HR effectiveness, developing our people and reducing turnover, driving both performance and reduction in costs. Recruiting, selecting and training talent is a key factor in the successful delivery of our CRM BPO services and solutions. We have adopted a comprehensive approach to HR management, with a number of global initiatives under way that are designed to diversify our candidate sourcing (e.g. social media), refine agent selection methods focused on better fit to reduce turnover, and improve training to develop the best talent. We are also continually aligning HR processes and incentive plans to foster talent retention.
 
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Competitive Site Footprint . We continue to relocate a portion of our delivery centers from tier 1 to tier 2 cities, as we seek to achieve lower lease and wage expenses by focusing on reducing turnover and absenteeism. Additionally, the relocation of delivery centers also allows us to access and attract new and larger pools of talent in locations where Atento is considered a reference employer. We have completed several successful site transfers in Brazil, Colombia and Argentina. In Brazil, the percentage of total workstations located in tier 2 cities increased from 43.7% in 2011 to 49.5% in 2013. Currently, we are planning to move more than 1,000 workstations in Brazil to tier 2 cities and we expect the program to be substantially completed in 2015. As demand for our services and solutions grows and their complexity continues to increase, we continue to evaluate and adjust our site footprint to create the most competitive combination of quality of service and cost effectiveness.
In addition, given the size of our workforce, our operational excellence strategy is targeted at supporting the future growth of our business and at delivering efficiency gains and mitigating costs in particular wage inflation in the markets where we operate.
Inspiring People
Distinct Culture and Values . We believe that our people are a key enabler to our business model and a strategic pillar to our competitive advantage. We have created, and constantly reinforce, a culture that we believe is unique in the industry. We believe our distinctive culture and strong values ensure our employees are highly capable and committed customer specialists. Our operational policies encourage collaboration and entrepreneurship, emphasize trust, passion and integrity, and commitment to our clients. We believe we can deliver growth and outstanding customer experiences through inspired, committed people who share our vision and are guided by our values. We constantly reinforce our core values with working groups, surveys, and leadership assessment processes that focus on upholding our core values and result in individualized development plans.
Alignment with Client Goals . We have developed processes to identify talent (both internally and externally), created individual development plans and designed incentive plans that foster a work environment that aligns our teams’ professional development with client objectives and our goals, including efficiency objectives, financial targets and client and employee satisfaction metrics. Furthermore, we continuously reassess our talent pool and seek professionals in the services industry to complement our strengths and capabilities. Given our focus on developing our people, we believe we empower our teams and give them the opportunities and tools to act like owners, committed to delivering excellence and achieving superior performance.
High Performance Organization . We have implemented a new operating model that integrates the corporate organization globally, allowing us to capture the benefits of scale, standardization and sharing of best practices. The corporate organization is integrated globally but strategically segmented into different operating regions. This ensures that corporate functions remain close to their businesses and clients, utilize a deeper understanding of the local industry levers, and are committed to the successful implementation of the initiatives on a regional level. We believe that this new organizational structure will foster agility and simplicity, while ensuring that corporate leaders are focused on coordinating, communicating and pursuing new solutions and innovation, with full accountability on the results.
Our Competitive Strengths
We benefit from the following key competitive strengths in our business:
Category Leader in a Large Market with Long-term Secular Growth Trends
We are currently the leading provider of CRM BPO services and solutions in Latin America and among the top three providers globally, based on revenue, according to Frost & Sullivan. In 2012, we were the leading provider of outsourced CRM BPO services in the rapidly growing Latin American market overall with a 20.1%
 
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market share by revenue, compared to 19.1% in 2009. In addition, we were the leading provider of outsourced CRM BPO services by market share based on revenue in 2012 in Peru, Spain, Argentina, Chile and Mexico, and the second largest in Brazil, according to data published by Frost & Sullivan (except for Spain, which refers to market share data for 2011).
Atento 2012 Market Share and Position by Country

 

Source:	Frost & Sullivan.	
Note:	Spain market share as of 2011.	
Comprehensive, Customizable Suite of CRM BPO Solutions across Multiple Channels
We believe that our position as a provider of innovative CRM BPO solutions is a key factor for our share gain in recent years, and will be a driver of our expected outperformance. As we continue to evolve towards customized client solutions and variable pricing structures, we seek to create a mutually beneficial partnership and increase the portion of CRM BPO services we provide to our clients. We intend to develop and expand our portfolio of customized solutions as we continue to leverage our deep knowledge of our clients’ outsourcing needs.
In the context of the continuing evolution and proliferation of digital communication technologies and devices, we are focused on and continue to invest in research and development to anticipate the changing habits of customers and how our clients ultimately engage with them across a growing array of communication channels including SMS, e-mail, chats, social media and apps, among others.
Long-standing, Blue-Chip Client Relationships in Multiple Industries
Our long-standing, blue-chip client base across a variety of industries includes Telefónica Group, BBVA Group, Itaú, Bradesco, Santander, McDonald’s and Carrefour, among others, which together represent 73.4% of our revenue for 2013, with Telefónica Group representing 48.5% and the other customers representing, individually, less than 10% of our revenue for 2013. Our clients include leaders and innovators in their respective industries who demand best-in-class service from their outsourcing partners. By aligning ourselves with their success to partner in the long term, we have expanded the scope of our services and solutions while helping our clients deliver their brand promise. We believe that this approach has allowed us to develop and nurture longstanding relationships with existing clients which have provided us with stable revenue year-to-year.
Additionally, we believe it is costly and presents risks for our clients to switch a large number of workstations to competitors due to the potential disruption caused to the client’s customers, the extensive employee training required and the level of process integration between the client and CRM BPO provider.
 
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Value-Added Partner with Differentiated Technology Platform
We have a scalable and reliable technology platform that we believe is a significant competitive differentiator. Our technology platform allows us to be a value-added partner to clients by providing upfront customer engagement process design, hosting and managing numerous customer management environments, offering multi-channel communication delivery and sophisticated data and analytics, which provide deep insights into each interaction with a client’s customer.
Focus on HR Management to Deliver Superior Customer Experiences
We believe employee satisfaction is a key differentiator in maintaining and growing a high performance organization to deliver a superior customer experience compared to our competitors and clients’ in-house operations. We leverage our distinctive culture and values as well as our deep understanding of regional cultural intricacies to create a work environment that aligns client objectives with employee incentives and commitment. We believe well-trained, highly-committed customer specialists, who are rewarded for results, enhance performance in our clients’ CRM operations. In 2013, we were named one of the top 25 companies to work for according to Great Place to Work Institute’s ranking of the World’s Best Multinational Workplaces, putting us alongside companies such as Google, Microsoft and The Coca-Cola Company. Furthermore, we have received the most country-level Great Place to Work prizes in the CRM BPO industry.
Highly Experienced and Motivated Management Team
We benefit from the significant experience and knowledge of our management team. We inherited experienced, motivated local talent, with many members of our senior management having played an instrumental role in growing and establishing us as a global leader in the years prior to the Acquisition. Most of our operational managers have worked with us for over ten years, which has allowed us to accumulate valuable operational experience and deep vertical expertise, while building and maintaining close relationships with our key clients. As part of our transition to a standalone company, we complemented our management team with a new Chief Financial Officer, Chief Technology Officer, Chief Commercial Officer and Chief Procurement Officer to build a truly world class management team. This team is fully committed to building upon our market leadership and driving our transformational growth.
Our Integrated Solutions and Client Value Proposition
We work closely with our clients to optimize the front- and back-end customer experience for their users by offering solutions through a multi-channel delivery platform, tailored to each client’s needs. We have a comprehensive portfolio of scalable solutions such as smart collections, insurance management, smart credit solutions and advanced technical support solutions that incorporates multiple services such as customer care and sales, all deliverable across multiple communication channels including digital, voice and in-person. The flexibility of our solutions, comprised of a combination of services, channels, automation and/or intelligent analytics allows us to deliver a superior, value-added customer experience.
Our vertical industry expertise in telecommunications, financial services and multi-sector companies allows us to adapt our services and solutions for our clients, further embedding us into their value chain while delivering impactful business results. As we continue to evolve towards customized client solutions and variable pricing structures, we seek to create a mutually beneficial partnership and increase the portion of our client’s CRM BPO services that are provided by us.
Our position as a provider of vertical, value-added CRM BPO solutions is a key factor for our share gain in recent years, and we believe will be a continued driver of our growth strategy going forward.
 
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Illustrative Examples of Our Solutions

Our value proposition has continued to evolve toward end-to-end CRM BPO solutions, incorporating processes, technology and analytics as enablers for our services, all aimed at improving our clients’ efficiency and reducing costs. For our clients in Brazil, our largest market, approximately 64% of our revenue was contributed by individual services and approximately 36% from solutions, for the year ended December 31, 2013.
 
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In 2013, approximately 65% of our revenues in Brazil, Mexico and Spain, which represents a significant portion of our total revenues, came from sales and customer service, while credit management, technical support and back office increased as a percent of revenue compared to 2012.
2013 Revenue Split by Service in Brazil, Mexico and Spain

 

(1)	Other BPO includes 0.1% of Service Desk.	
Levers for Continued Evolution toward Full Scale CRM BPO Services
To further grow our portfolio of comprehensive CRM BPO services, we are developing two Centers of Excellence, located in Brazil and Mexico, in order to identify and develop new solutions to address clients’ requests and convert our insights into innovative state-of-the-art solutions. This allows us to standardize existing solutions to support marketing to new clients in a scalable manner. To maximize the penetration of these solutions within our client portfolio, we utilize our consultative sales model to adapt the solution to specific client needs.
CRM BPO Services
We classify our CRM BPO services in six main categories:
Customer Service . This service is the main interface between our clients and their users. This service category is about our clients’ customers and relationship management, representing the most important source of information about customers’ perceptions and experience, aimed at fostering long-term relationships between our clients and their customers. We provide information about our clients and their products and services to their customers and handle inbound and outbound contacts relating to suggestions, requests and claims about products, services and processes, covering the entire customer life cycle.
Sales . We support our clients in marketing their products by inbound and outbound contact with potential customers to sell our clients’ products and services in both the business to consumer (“B2C”) and the business to business (“B2B”) markets. We seek to be involved in all phases of the sales process. We have the ability to handle large volumes of potential customers, using multi-channel alternatives such as face-to-face contact, SMS, chat, voice and e-mail.
 
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Credit Management . We work along the entire credit risk and risk management value chain, from credit analysis and approval to advanced collections through voice and digital communication channels. We provide collection management services, seeking to increase our clients’ revenue and to retain customers so that they can continue to generate revenue for our clients. Credit management services also include business intelligence in the form of profile analysis of defaulting customers, in order to create an effective collection strategy, incorporating the appropriate technology. As part of our services we do not assume any credit risk on behalf of our clients.
Technical Support . We create specialized teams that are available to companies and institutions to provide information, assistance and technical guidance to their customers on a specific product or service. Technical support includes the installation and maintenance of net servers, telecommunications, broadband connections, software and other applications. The single point of contact (“SPOC”) model allows our teams to handle large numbers of incidents at an early stage, using different channels, including telephone, e-mail and chat, reducing costs for our clients. We extend these services to a large and diverse number of business areas.
Back Office . Our back office services are internal, administrative operations that support central processes and are not generally visible to the public. This service includes activities such as document manipulation, digitization, archiving, workflow process, among others, and helps our clients to reduce costs and increase productivity. This product component is supported by automation tools to process routine and repetitive activities enabling us to manage information and work with a high volume of business processes. In addition, these tools allow our employees with high autonomy at the operational level and are also designed to comprise part of our vertical solutions (e.g., car financing or insurance).
Service Desk . We act as a SPOC for clients by managing and solving incidents and requests of our clients’ employees and suppliers through a multi-channel service desk. This service supports IT issues and also human resources, maintenance, procurement and other internal issues. The aim of the SPOC model is to solve problems on the first call or dispatch the call to specialized departments.
Other BPO Processes . Other BPO processes include services which do not fit within our existing six product classifications. In general, these services are provided to our clients as standalone solutions and are comprised of training activities, workstation infrastructure, interactive voice response (“IVR”) port implementation, telecommunications infrastructure, application development and others.
Communication Channels
Our CRM BPO solutions are delivered through our innovative, multi-channel platform. Our multi-channel approach integrates direct customer outreach through digital, voice or in person channels allowing us to engage with the customer through multiple channels of interaction. As our clients’ customers increasingly transition toward digital communication, we have evolved and invested in our digital channel capabilities. Our digital channel capabilities include: e-mail, SMS, chats, social networks, apps and video chat. Although traditional voice channels still account for a majority of our revenues, digital channels are increasing in relative importance.
Each of our channels is available simultaneously and integrated with our other services, so customers using different forms of communication can be treated similarly and in an efficient manner. This multi-channel approach can be used in combination with any service or solution in our portfolio.
Industry Recognition and Awards
We strive to find solutions that enhance the experience of our clients’ customers and to differentiate ourselves from our competitors through innovation and a better customer experience and our achievements have been widely recognized by the industry in each of their local operations. Over the years, the quality and innovation of our solutions and services have been consistently awarded with the most prestigious recognitions within the CRM BPO industry, including the Amauta awards (Direct and Interactive Marketing awards of
 
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reference in Latin America granted by ALMADI, Direct Marketing Association of Latin America), the Premio Latam (granted by Aloic, the Latin America Alliance of CRM organizations), the AMDIA awards (granted by the Association of Direct and Interactive Marketing of Argentina), the CRC de Oro (highly prestigious awards in Spain granted by a consortium of CRM industry associations and think tanks encompassing the AEERC, the IZO and the IFAES) and the Iberoamerican Quality Award.
Client Case Studies
Longstanding, Strong Relationship as the CRM BPO Provider to the Telefónica Group
About the Relationship . We believe we contribute to the Telefónica Group as an integral part of its CRM BPO operations. While we have a client base of over 450 separate clients, we continue to maintain a strong and embedded relationship with Telefónica. Currently, we serve 29 companies within the Telefónica Group that are governed by more than 150 arm’s-length contracts.
Atento Provides New Product Post-sales Support for Telefónica Brand, Vivo, in Brazil
About the Client. Telefónica’s Brazilian customers know Telefónica as the brand Vivo. Vivo provides telecommunications services in more than 3,700 cities in Brazil serving over 92 million customers as of December 2013. Vivo sought an initiative to replace obsolete technologies in areas unreached by landline services with a new innovative GSM product. We are providing the support services for the initiative, including post-sales services that are fully compliant with the Brazilian National Telecommunications Agency (“ANATEL”).
Business Challenge. The product involves various operational characteristics such as portability terminal device availability, logistics, technical certification, etc. In addition, it must also comply with ANATEL Service Level Agreements (SLAs). The product is intended for existing Vivo customers to migrate to the new platform and to capture new customers in those remote regions. Compounding the challenge of the initiative, there are exceptional events that occur during the installation process in 70% of the new service requests, which require additional analysis and processes orchestration (e.g. exchange of appliances).
Atento Solution . Utilizing our cloud-based infrastructure, we were able to implement the complaint handling solution in 45 days (18 dedicated to customized planning and 27 to development). Features of the solution include automatic task distribution, prioritization rules and real-time performance management, implemented by our Social Business Process Management (“BPM”) solution to track and manage the operation. The Social BPM improves service support to Vivo’s new product in various stages of the post-sales service cycle. In a 24/7 operation, we handled up to 13,000 exceptional service requests, and up to 600 complaints and lawsuits per month in the Ombudsman Department.
Results . Vivo’s adoption of our complaint handling solution brought significant benefits in the first 6 months of operations: (i) 80% decrease in errors in analysis and event classification after Vivo switched from internal spreadsheets to our Social BPM solution, and (ii) improved compliance with SLAs. Further, complaints reported to ANATEL decreased by 67% and fell to 200 in the Ombudsman Department, optimizing the customer experience for Vivo’s customers. Finally, our structured operations and real-time data management allows Vivo to more easily track KPIs and continuously improve processes.
 
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Atento Reduces Lead Time and Errors in Auto Loan Processes for a Brazilian Financial Institution
About the Client. A major Brazilian financial institution operates in the auto loan industry through an extensive network of over 20,000 resellers and auto dealers around the country. Our client sought to improve their processes based on our high-quality back-office solutions.
Business Challenge. Auto loan processing faces the challenge of reducing delays and errors when managing large volumes of documents. To stand out among other players in the industry, our client sought our solutions to optimize processes, reduce lead times and deliver a higher-quality service to its customers.
Atento Solution . Relying on our back office operations expertise, we handled 200,000 annual processes related to auto loans. We are responsible for requesting all of the required documentation for auto loan processes. After receiving the documents, we scan and register them into an electronic management system to be analyzed and subsequently issue contracts. After transaction approval, contracts are signed by a legal representative of the client and sent to the State Transit Department and to Registry Offices. After returning to Atento, the documents for the vehicle are forwarded to the customer. Our multi-channel platform allows for all steps of the entire document analysis to be tracked through various channels such as email, SMS, chats and voice. Our back office service includes anti-fraud and information protection systems. Managerial and analytical reports ensure visibility over the progress throughout the process.
Results . In just one year, the client reported a 93% reduction in process errors compared to the comparable prior period. The lead time was 35% lower and the index of complaints decreased by 56%. In addition, the elimination of manual paper handling and process automation drove increased document analysis efficiency, without losing process security and precision. With daily reports, tactical and strategic decision making is faster. Furthermore, there is a stronger recognition of the services from the client’s partner network and increased customer satisfaction.

 
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Atento Helps Improve Brazilian Acquirer’s Sales
About the Client. One of the leading financial institutions in the Brazilian electronic payments market, our client is a merchant acquirer and payment processor working with 25 different brands of credit, debit and benefits cards. Our client sought an Atento solution to improve sales of terminal devices and financial services via more cost-efficient sales methodology.
Business Challenge. Our client sought to explore better business opportunities for its point of sale (“POS”) and POS wireless outdoor (“POO”) terminals, electronic funds transfer system and other financial services such as advance on receivables and financing. The goal for the client was to utilize Atento’s regional expertise and comprehensive credit card management solution to increase customer retention and increase sales.
Atento Solution . The Atento solutions team identified more than 15,000 commercial establishments in Brazil’s south-eastern and central-western regions as potential new customers of POS terminals and sought to cross-sell additional financial solutions to current accredited establishments. The contact information of the establishments is registered into a mobility tool used by our consultants, which helps manage the productivity of the consultants. Additionally, information is collected on each establishment that is interested in renting terminal devices and contracting services. Utilizing Atento’s back office solutions, indicators and reports are generated based on the information learned. As establishments are accredited or contracted for additional financial solutions, our specialists contact the merchants to encourage POS use, customized via information learned during the outreach process.
Results . Utilizing Atento’s solution, our client registered an increase of approximately 300% in sales within the first six months of the operation. Additionally, higher levels of productivity were reported as were increased levels of customer satisfaction, leading to stronger direct relationships with key-decision makers of the establishments. The combination of people, processes and technology provides a revenue-generating and cost-saving solution for our client.

Sales & Marketing
Since becoming a stand-alone company in 2012 we have been transitioning our business model from a customer care provider to a CRM BPO solutions partner and we have adapted our commercial strategy to accelerate that transition, in order to fully benefit from the growth trends in the industry. We have consolidated the evolution of key components of the commercial organization, which will align our sales and marketing focus with our strategic priorities to grow our client base, develop and deliver CRM BPO solutions for our clients, and penetrate the U.S. near-shore opportunity.
We have reinforced our sales teams and established separate new business acquisition areas. Additionally, we have strengthened our marketing capabilities ensuring that they adequately support our focus on winning new businesses. Lastly, we have created a dedicated sales team focused on specific carve-out areas to tap into the large and attractive in-house market segment.
We have also accelerated the development and delivery of CRM BPO solutions. In order to do so, we have stepped up our commercial capabilities of our sales teams, expanding and improving our consultative
 
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sales model. In addition, we are developing two Centers of Excellence, in Brazil and Mexico, focused on: (i) identifying and developing new solutions, (ii) delivering those solutions through all necessary bring to market materials and implementation plans, and (iii) ensuring an excellent customer experience through a continuous improvement model.
In 2013, we formed a dedicated business unit with its own infrastructure to exclusively serve the U.S. market, which already has more than 450 workstations servicing five clients. We seek to leverage our scale, technology infrastructure, process knowledge and best practices to meet the U.S. market quality requirements.
In order to capitalize on the identified opportunities we organized our sales and marketing strategy around three strategic alternatives and five main enablers:

Structure and Processes : Balanced, Standardized Commercial Structure . We balance a global and regional model in order to maximize the benefits of best practices sharing and proximity to client execution. Our global model is integrated to regional hubs, close to our clients, and focused on setting a business framework with clear guidance, but giving flexibility to respond to internal and external market needs. Strategic initiatives are managed globally across our organization, with full accountability by project leaders. Regions and countries are responsible for day-to-day execution. Our centralized teams focus on identifying and sharing best practices and solutions and developing a specific, standardized framework for our sales teams, as well as leading and coordinating strategic initiatives that capture benefits of scale, standardization and consolidation .
Capabilities : Tailored Commercial Approach . We strive to develop key capabilities to increase sales force effectiveness, align internal skills with client and market needs and facilitate the accomplishment of strategic objectives. Our commercial capabilities are based on account planning discipline and development of consultative sales capabilities, where we can offer clients a holistic approach to their needs, offering solutions to enhance their customers’ experience.
As part of our consultative sales approach, our sales team works to understand our clients’ needs, develop a solution and submit a proposal containing a customized and value-added outcome. This approach allows us to build strong commercial relationships with our clients as we dedicate our specialists, efforts and knowledge to the goal of providing our clients with what we believe is the ideal and appropriate solution for each issue.
 
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Additionally, we believe that this model is well-suited to Latin America, where clients often have limited experience on the use and knowledge of outsourcing solutions when compared to clients in more mature markets, and appreciate an advisor who can help with the planning and design of an effective integrated solution.
Consultative Sales Approach

Once we have established a commercial relationship with a client, we are often able to provide additional services, as the client understands and trusts our services, allowing us to cross-sell and upsell our solutions.
Effective and Advanced Commercial Tools . We are focused on the execution and monitoring of our performance, and we apply tools such as account planning, CRM, pipeline construction, commercial reports and annual commercial planning, in order to ensure that the commercial effort is following our strategic objectives. We also have an incentive model focused on results, the objective of which is to ensure that our most talented people are motivated and committed to meeting our key goals.
Value Proposition: Superior and Diversified Value-Added Solutions . We aim to develop and deliver customized CRM BPO solutions to our clients, creating a strategic partnership approach that encompasses our variable invoice model. We have over time proactively diversified and expanded our services, increasing the complexity of the solutions we offer to include collections, technical support, service desk, back office and other BPO processes. By leveraging our existing infrastructure and deep client knowledge, we strive to deliver increasingly complex solutions and value-added services to our clients through multiple channels.
Management Model : Accountability Based on KPI and Monitoring . In order to achieve the delivery of our strategic goals, we periodically evaluate and monitor the contribution and development of our sales team. We have well-defined KPIs and financial targets on a global and regional level, promoting full accountability across all layers of the organization. We assign direct responsibilities and goals for each of our target clients and segments, and involve our senior management in the dialogue with our key client accounts.
Contracts and Pricing Model
Our contracts are structured to allow the addition of new services or the modification of existing services to meet our clients’ evolving needs. Our service contracts incorporate general clauses and include annexes detailing the services to be provided (including price, level of service and technical specifications), which can be updated as necessary.
 
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On average our contract terms are approximately 2.5 years. In addition, most of the contracts also include clauses permitting us to increase prices annually according to the consumer price index of the country specified in the agreements or provide for the possibility of the parties agreeing to similar adjustments.
Over the years, our pricing model has been modified, in part, based on industry trends. We transitioned our pricing relationships with our clients from a predominantly fixed price model to a model with a variable price component where we have the incentive and opportunity to benefit from the successes we provide to our clients and are better able to capture efficiencies we generate.
Our Clients
Over the years, we have experienced steady growth in our client base, gaining new clients year-on-year, resulting in what we believe is a world-class roster of clients across industry sectors. Our long-standing, blue-chip client base spans across a variety of industries and includes names such as Telefónica Group, BBVA Group, Itaú, Bradesco, Santander, McDonald’s, Carrefour and Whirlpool, amongst others. Our clients are leaders in their respective industries and demand best-in-class service from their outsourcing partners. We serve clients primarily in the telecommunications and financial services sectors, and in multi-sector including consumer goods, services, public administration, pay TV, healthcare, transportation, technology and media. For the year ended December 31, 2013, our revenue from sales to clients in telecommunications, financial services and multi-sector industries, corresponded to 52%, 35% and 13% of total revenue, respectively.
For the year ended December 31, 2013, our top 15 client groups accounted for 83.1% of our revenue and, excluding the Telefónica Group companies, our next 15 client groups accounted for 35.0% of our revenue. In calculating these percentages, we treated each member of the same corporate group as one client. With each of these, we have worked closely over many years across multiple countries, building strong partnerships and commercial relationships with these clients.
Longstanding Client Relationships
We seek to create long-term relationships with our clients where we are viewed as an integral part of their business and not just as a service provider. Because we strive to have the ability to offer products and solutions that cover the entire client’s value chain, we believe the solutions we are providing offer a higher value to our clients, generally leading to a longer-term relationship which is beneficial to both parties. In 2013, 85.3% of our revenue from clients other than the Telefónica Group came from clients that had relationships with us for five or more years. Illustrative of our high customer satisfaction, in 2011, 2012 and 2013, our client retention rates were 97.9%, 98.5% and 99.3%, respectively.
Development of Client Base
As of December 31, 2013, our client base consisted of more than 450 separate clients (treating each company that is a member of the same corporate group as a separate client). Since 1999, when Telefónica, our former parent company, and its subsidiaries contributed approximately 90% of the revenue of AIT Group, we believe that we have achieved a high diversification of our client base by sources of revenue. For the years ended December 31, 2011, 2012 and 2013, we generated 51.1%, 50.0% and 48.5%, respectively, of our revenue from Telefónica Group companies.
As of December 31, 2013, 29 companies within the Telefónica Group were party to more than 150 arm’s-length contracts with Atento. Our service agreements with Telefónica Group companies remained in effect following the consummation of the Acquisition. Additionally, we entered into the MSA, a new framework agreement that replaced our prior framework agreement with Telefónica and which is intended to govern our relationship with Telefónica through 2021.
 
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Telefónica Group Master Service Agreement
Our service agreements with Telefónica remained in effect following the consummation of the Acquisition, and we entered into the MSA, a new framework agreement that replaced the framework agreement with Telefónica that was in place prior to the Acquisition. The term of the MSA expires on December 31, 2021 and there is no express provision for extension thereof.
The MSA requires the Telefónica Group companies to meet pre-agreed minimum annual revenue commitments to us in each jurisdiction where we currently conduct business (other than Argentina). The MSA commitment is meant to be a minimum commitment, or floor, rather than a target or budget. If the Telefónica Group companies fail to meet country specific revenue commitments, which are measured on an annual basis, Telefónica S.A. will be required to compensate us in cash for any shortfalls. If the Telefónica Group companies fail to meet the annual aggregate minimum revenue commitments for all jurisdictions covered by the MSA, Telefónica, S.A. will be required to compensate us in available cleared funds. Any such compensation payments will be in amounts calculated as a percentage of the revenue shortfalls, ranging from 8% to 20% of the shortfall depending on the scope of such shortfall and the relevant calendar year. In May 2014, we and Telefónica amended the MSA to adjust the minimum revenue commitments in Spain and Morocco by an average of €46.0 million ($62.6 million, based on May 31, 2014 month-end close foreign exchange rates) per year to reflect the lower level of activities in these geographies and a corresponding €25.4 million ($34.6 million, based on May 31, 2014 month-end close foreign exchange rates) payment was made by Telefónica representing the discounted value of the reduction in minimum revenue commitments which was subsequently applied to repay the Vendor Loan Note. See “Description of Certain Indebtedness—Vendor Loan Note.”
The initial minimum revenue commitment under the MSA was based on 2012 estimated revenues and is thereafter adjusted on an annual basis using a pre-agreed formula that calculates, in certain cases, an adjusted inflation rate, which takes into account, among other factors, wage inflation and the consumer price index in other jurisdictions (subject to a cap of 12%). For most jurisdictions covered by the MSA, from 2016 onwards, the minimum revenue commitment continues to adjust based on inflation benchmarks, but is then reduced by a pre-determined percentage, resulting in the commitment leveling off. In respect of operations in certain jurisdictions, the pre-determined rate of reduction applies from 2013 onwards. For 2013, and based on the year-end exchange rate, the minimum revenue commitment under the MSA was approximately $1.0 billion. The contractual minimum revenue commitment under the MSA for periods thereafter cannot yet be calculated.
Under the terms of the MSA, Telefónica is obligated to give us advanced notice before it enters into any agreement with a third party for the provision of CRM BPO services that we are currently providing (or that are an expansion into complimentary services) so that we can negotiate with Telefónica for the provision of such services and we are required to participate in tenders conducted by Telefónica Group companies for certain CRM BPO services, but may turn down unprofitable business as long as we submit competitive bids (compared to those of other TEF suppliers participating in such tenders) in connection with such tenders. Any business not awarded to us will not be counted towards meeting the minimum revenue commitments of the Telefónica Group companies. However, if a breach of contract, non-achievement of service level agreements and/or poor performance, amongst other events set out in the relevant service contract, result in a reduction of the revenues or in penalties for us, then the minimum revenue commitments will be reduced accordingly for the relevant calendar year.
The evaluation and review of the calculation of the minimum revenue commitments, issues related to compensation payments for not achieving the minimum revenue commitments and any other matters raised for discussing among other stipulations within the MSA, are administered centrally by a committee that meets on a quarterly basis and consists of representatives of both the Telefónica Group companies and us. The MSA is not intended to affect the existing service contracts, which generally remain in effect in accordance with their terms (including their respective payment terms) and are renegotiated individually.
The MSA expires on December 31, 2021, and although the MSA is an umbrella agreement which governs our services agreements with the Telefónica Group companies, the termination of the MSA on December 31,
 
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2021 does not automatically result in a termination of any of the local services agreements in force after that date. The MSA does not contemplate any right of termination by any party prior to December 31, 2021.
Technology and Operations
We believe we have a flexible, scalable and reliable technology platform that helps us deliver differentiated and customizable services and solutions for our clients. The three key components of our technology strategy are (i) scalable infrastructure, which we use to support and automate our services, and includes data centers, telephony and other systems, (ii) applications, including systems, and analytic tools to enhance and optimize our solutions offering and (iii) our technology organization, which consists of the people and resources to manage and innovate our platform.
Our technology strategy is focused on supporting growth, driving innovation and generating operational efficiency. Our ability to offer advanced technologies to clients is key to sustaining and solidifying our competitive position. To this end, we have identified our business needs, incorporating them in our technology priorities:
 
 	•	 	Decreased time to market : ability to react to client demands and package solutions to address the most applied solutions to common client issues;	
 
 	•	 	Ability to offer new capabilities : use technology as an enabler of growth and client loyalty, offering solutions (e.g. combination of people, process and technology) that make our services highly-respected in the marketplace; and	
 
 	•	 	Business flexibility : customize our solutions to meet client needs and create and offer add-on solutions such as pre-sales consultancy.	
In order to address these identified business needs, our technology strategy focuses on (i) delivering low-cost and reliable IT infrastructure to meet the needs of existing clients and support margin expansion, (ii) providing the ability to add capacity with a highly variable cost structure for new clients and new services with existing clients, (iii) having the ability to develop new products and solutions that can be scaled and rolled out across geographies, (iv) providing standard operational tools and processes aimed at providing the best experience to our clients’ customers and (v) developing common platforms that facilitate centralization of core IT services.
Examples of technology aimed at enabling the delivery of a better customer experience and increase in efficiency include:
 
 	•	 	“Platform voice recognition”, which is a new platform for voice recognition that increased the automation of the service from 5% to 35%;	
 
 	•	 	“VPN training”, which provides access to training for clients from any location with internet connectivity (e.g., hotels, rented spaces, residence, LAN house, among others), addressing the issue of training room availability and reducing associated rental costs; and	
 
 	•	 	“Mobility solution” for clients’ operations, which we developed to meet clients’ need to have the systems available in the field, adding new features to improve daily tasks.	
Our technology group is one of our key operational teams and includes employees in Brazil, the Americas and EMEA. We have multiple technology solutions to provide our services, most of which are developed in-house with our own methodologies and integrated through our technology platform. We believe we have specialized and skilled personnel for all activities, focused on new service and solutions development, and around-the-clock operational technical support. As of December 31, 2013, we had 1,186 IT full time equivalent employees (“FTEs”) distributed as 50.3% for technical support, 24.7% for infrastructure maintenance and implementation, 15.1% for new product development and 9.9% for corporate system support.
 
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We benefit from a reliable technology platform for our delivery centers, using products from leading suppliers in the CRM BPO industry. In 2013, our investment in technology (hardware and software) was $36.3 million. Due to the increasing development and integration capacity of our technical team, we believe we are in a position to meet market demands and provide a rapid response to our clients.
We partner with major vendors for operations management control, providing intelligent interactive routing through computer telephony integration (“CTI”), outbound sales automation (referred to as “Dialers”), intelligent routing (referred to as IVR), quality management (referred to as “Voice Recording”), business intelligence (“BI”), workforce management (“WFM”), in-person services automation (referred to as “PDAs”) and enterprise resource planning (“ERP”). We believe our partnership with vendors has allowed us to achieve the optimal integration of technologies and deliver a variety of new services intended to meet the specific demands of our clients while keeping our platform flexible and technology agnostic, meaning it can integrate with any client system. An example of such partnership is our relationship with Microsoft, resulting in a range of developments including management information and CRM systems, and our collaboration with Avaya, where we have built our core voice delivery capability around their platform.
During the year ended December 31, 2013, we implemented several new services or extensions of current services for our clients, employing both our technology and infrastructure capabilities, specifically tailored to satisfy their requirements. For example, we implemented a new delivery center in Brazil with 2,000 workstations in approximately 90 days. This operation included the integration of an ACD with our voice recording platform and IVR, predictive dialer and multi-channel platform (including integrated chat and email platform) as an automation tool. For service extensions, we executed an update in our delivery center by migrating 1,000 workstations to the Voice over Internet Protocol technology (“VoIP”) in approximately 15 days.
Technology Reports . In our platform, we have also incorporated a set of online statistics to provide a wide range of information to help facilitate timely and flexible decision-making by our clients. The online reports for clients include data such as total sales figures, effective contacts or no contacts and may also be accessed through mobile devices. This data contains details based on specific variables such as the number of interactions by campaign, numbers of interactions per hour or day, and productivity, among others. These tools are important for clients who want to understand sales patterns in order to improve their business development strategies. We believe it also gives our clients visibility into the customer experience process, increasing transparency and highlighting the benefits of our value-added solutions, which thereby increases the sense of partnership and fosters mutual trust.
Our Infrastructure
Our infrastructure is designed according to our clients’ needs. Our technology systems possess the flexibility to integrate with our clients’ existing infrastructure. This approach enables us to deliver the optimal infrastructure mix through on-shoring, off-shoring or near-shoring as required. Our deployment team is trained to achieve timely implementation so as to minimize our clients’ time-to-market. We address client capacity needs by providing solutions such as software based platforms, high level infrastructure mobility, process centralization and high concentration of delivery centers.
 
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During the last three years, our infrastructure has grown in response to a substantial increase in demand for our services from our clients. As of December 31, 2013, we had 78,188 workstations globally, with 38,780 in Brazil, 31,489 in the Americas (excluding Brazil) and 7,919 in EMEA. As of December 31, 2013, we had 89 delivery centers globally, 23 in Brazil, 45 in the Americas (excluding Brazil) and 21 in EMEA. The following table sets forth the number of delivery centers and workstations in each of the jurisdictions in which we operated as at December 31, 2011, 2012 and 2013.

 	  	Number of Workstations	 	  	Number of Service Delivery Centers (1)	 	
Country	  	2011	 	  	2012	 	  	2013	 	  	2011	 	  	2012	 	  	2013	 	
 	  	(unaudited)	 	
Brazil	  	 	37,663	  	  	 	39,030	  	  	 	38,780	  	  	 	25	  	  	 	24	  	  	 	23	  	
Americas	  	 	29,260	  	  	 	30,891	  	  	 	31,489	  	  	 	43	  	  	 	44	  	  	 	45	  	
Argentina (2)	  	 	3,772	  	  	 	3,793	  	  	 	3,914	  	  	 	12	  	  	 	12	  	  	 	12	  	
Central America (3)	  	 	1,916	  	  	 	1,780	  	  	 	1,666	  	  	 	4	  	  	 	3	  	  	 	3	  	
Chile	  	 	3,693	  	  	 	3,638	  	  	 	3,467	  	  	 	3	  	  	 	3	  	  	 	3	  	
Colombia	  	 	4,748	  	  	 	4,771	  	  	 	4,791	  	  	 	4	  	  	 	4	  	  	 	5	  	
Mexico	  	 	8,042	  	  	 	8,648	  	  	 	9,143	  	  	 	15	  	  	 	17	  	  	 	17	  	
Peru	  	 	6,008	  	  	 	7,150	  	  	 	7,387	  	  	 	2	  	  	 	2	  	  	 	2	  	
United States (4)	  	 	1,081	  	  	 	1,111	  	  	 	1,121	  	  	 	3	  	  	 	3	  	  	 	3	  	
EMEA	  	 	6,326	  	  	 	7,141	  	  	 	7,919	  	  	 	22	  	  	 	21	  	  	 	21	  	
Czech Republic	  	 	456	  	  	 	494	  	  	 	592	  	  	 	3	  	  	 	3	  	  	 	3	  	
Morocco	  	 	1,694	  	  	 	1,916	  	  	 	1,941	  	  	 	5	  	  	 	4	  	  	 	4	  	
Spain	  	 	4,176	  	  	 	4,731	  	  	 	5,386	  	  	 	14	  	  	 	14	  	  	 	14	  	
Total	  	 	73,249	  	  	 	77,062	  	  	 	78,188	  	  	 	90	  	  	 	89	  	  	 	89	  	

(1)	Includes service delivery centers at facilities operated by us and those owned by our clients where we provide operations personnel and workstations.	
(2)	Includes Uruguay.	
(3)	Includes Guatemala, Panama and El Salvador.	
(4)	Includes Puerto Rico.	
Telecommunications Infrastructure . We work with the main telephone carriers at the local and international levels. We have recently implemented a network to interconnect the main countries in which we operate, allowing us to offer new options of connectivity and to run new applications for videoconferencing. Since almost all our voice platform is based on IP technology, we have implemented a solid and flexible telecommunications infrastructure, which provides business continuity through redundant architectures and interconnection schemes in most of our facilities. In 2013 we had less than 0.06% unscheduled systems downtime.
Quality Operations. We have implemented strong quality standards into our operations with an emphasis on operational excellence, product management and statistical analysis to improve our performance and provide better results for our clients. We have received international quality certifications in most of the countries in which we operate, including the UNE-ISO 9001-2008 certification in Mexico, Central America, Peru, Colombia, Argentina, Chile, Brazil, Spain, Morocco and the Czech Republic as well as the ISO-27001 certification in the United States and Mexico. We have also received local quality certifications as such as the “Probare” certification in Brazil, the “Proveedor Confiable” certification in México and the “Madrid Excelente” certification in Spain. In addition, we also have implemented a rigorous and systematic Six Sigma methodology that utilizes statistical analysis to measure and improve our operational performance.
Intellectual Property and Our Brand
We believe the “Atento” trademark is a recognized and trusted brand in the CRM BPO services industry in each of the markets where we operate. We believe we have a strong corporate brand that gives credibility to our
 
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products and may offer and facilitate our entrance and growth into future market. This also allows us to attract and retain the best talent, to generate a sense of pride in our staff and to develop a relationship of commitment, confidence and trust with our clients. On May 24, 2011, we executed an agreement with Telefónica regarding the assignment of all trademarks and commercial names owned by Telefónica, which included the “Atento” trademark.
Under the Berne Convention for the Protection of Literary and Artistic Works, the trademarks and copyrights noted are recognized in all countries that are signatories to the convention and no other registration or license is required for its use. As of April 2014, all the countries in which we operate have signed the Berne Convention. We do not have any other material intellectual property such as patents or licenses.
Property
We perform our business in service delivery centers leased from third parties, and did not own any real estate as of December 31, 2013, except for one plot of land in Morocco and part of a building in Peru. Additionally, in April 2006, we obtained a grant of use by the Consorcio para el Desarrollo (development consortium) of the province of Jaen in Spain, on a 2,400 square meters field for 30 years, extendable for 15 year periods up to a maximum of 75 years. In 2006, we built a service delivery center at the site. As of December 31, 2013, the rest of our service delivery centers around the world were under lease agreements. Our lease agreements are generally long-term, between one to ten years, some of which provide for extensions. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Affecting Results of Operations—Effect of Operating Leases. ”
Lease expenses on a consolidated basis reached $138.0 million, $124.6 million and $118.3 million in the years ended December 31, 2011, 2012 and 2013, respectively.
Legal Proceedings
We are subject to claims and lawsuits arising in the ordinary course of our business. We make provision for such claims and lawsuits in our annual financial statements to the extent that losses are deemed both probable and quantifiable. We do not believe that the outcome of any pending claims will have a material adverse effect on our business, results of operations, liquidity or financial condition.
Notwithstanding the foregoing, as of December 31, 2013, Atento Brasil was party to approximately 8,610 labor disputes initiated by our employees or former employees for various reasons, such as dismissals or disputes over employment conditions in general. The total amount sought in these claims amounted to $110.1 million, of which $71.9 million related to claims that have been classified as probable by our internal and external lawyers, $34.6 million classified as possible and $3.6 million classified as remote. We believe that as these legal proceedings move forward in Brazil the risk becomes remote in many cases. Considering the levels of litigation in Brasil and our historical experience with these types of claims, as of December 31, 2013, we have recognized $71.9 million of provisions ($71.8 million as of December 31, 2012), which corresponds to the total amount of the claims whose chances of loss have been classified as probable, and that according to our directors and in consideration of the assessment performed by our legal advisors, is a sufficient amount to cover the risk of payments likely to be made with respect to these claims. In connection with these claims, Atento Brasil and its affiliates have, in accordance with local laws, deposited $48.7 million with the Brazilian courts as security for claims made by employees or former employees (the “Judicial Deposits”). These deposits are accounted for in Other Financial Assets. The yearly net cash contributed to the courts as judicial deposits amounted to $11.7 million in 2013, $16.0 million in 2012 and $23.7 million in 2011.
We are also a party to various labor disputes and potential disputes in other jurisdictions in which we operate, including Argentina and Mexico.
 
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Employees and Culture
We believe that our people are key enablers to our business model and a strategic pillar to our competitive advantage. We focus on reinforcing a culture that emphasizes teamwork, improvement of our processes and, most importantly, total dedication to the client. We believe that our distinctive culture is incorporated within all relationships and processes of our organization and fits within our values and goals.
Our culture is sustained by four core values (i) commitment, (ii) trust, (iii) passion and (iv) integrity. We aim to deliver growth by inspiring our people and believe that our values help us deliver on our mission to “ make companies successful by guaranteeing the best customer experience for their clients. ” The critical success factor is to ensure that our entire leadership is aligned with the drivers of our culture that best fit into our business strategy and vision. To that end, we have developed key guiding principles that reinforce and exemplify our core values:
 
 	•	 	We work as a team , understanding our clients’ needs locally but leveraging our global capabilities and scale;	
 
 	•	 	We encourage the spirit of entrepreneurship and innovation ;	
 
 	•	 	We strive to be efficient, agile and streamlined to create value for our clients;	
 
 	•	 	We put passion into everything we do, motivated by the desire to be better , with the ambition to achieve our goals;	
 
 	•	 	We are disciplined financially and operationally; and	
 
 	•	 	We are proud to build a great place to work .	
As a result of that, we were named in 2013 one of the top 25 multinational companies globally to work for by Great Place to Work Institute, putting us alongside companies such as Google, Microsoft and The Coca-Cola Company. Furthermore, we have received the most country-level Great Place to Work prizes in the CRM BPO industry. Because our solutions are delivered through our approximately 155,000 employees, we believe that our high levels of demonstrated employee satisfaction enable us to deliver a differentiated customer experience compared to our competitors and clients in-house.
Incentive Model
Our management team’s interests are aligned as the key drivers for management’s compensation are (i) the creation of shareholder value, (ii) increased growth in our business (especially with new clients) and (iii) the improvement of our margins.
To pursue the delivery of our strategic goals, we periodically evaluate the contribution and development of our employees. The evaluation of our employees is performed in our annual management review, which impacts many talent management processes, including compensation reviews, training and development initiatives and mobility moves. The management review process is based on reviewing an employee’s performance, competencies and potential assessment (i.e., director, managers and leaders).
Our compensation model is principally driven by our vision and mission, organizational culture, external and internal environment, business strategy and our organizational model. These considerations are translated into a “Total Compensation Model,” under which we consider compensation, benefits, work/life balance, performance and recognition, development and career opportunities to attract, retain, engage and motivate our current and future employees. The main pillars of the model, particularly in relation to structure personnel, are job grading methodology, base salary, bonus scheme, long-term incentives, international mobility and other benefits.
 
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Employees
For the year ended December 31, 2013, our average and year end number of employees were 155,832 and 160,220, respectively (excluding internships). The following table sets forth the number of employees (excluding internships) we had on a geographical basis (excluding Venezuela) for average 2011, 2012 and 2013.

 	  	Yearly Average	 	
 	  	2011	 	  	2012	 	  	2013	 	
Brazil	  	 	79,664	  	  	 	82,973	  	  	 	86,413	  	
Americas	  	 	49,360	  	  	 	49,871	  	  	 	53,037	  	
EMEA	  	 	17,912	  	  	 	17,316	  	  	 	16,307	  	
Headquarters	  	 	106	  	  	 	89	  	  	 	75	  	
Total	  	 	147,042	  	  	 	150,248	  	  	 	155,832	  	
For the year ended December 31, 2011, an average of 68.5% of our staff had permanent employment contracts as compared to an average of 69.0% as at December 31, 2012 and 74.9% as at December 31, 2013.
Employee Training and Motivation
We focus on attracting and retaining talents. Our methodology consists in a global selection process with common phases for each profile and a consistent methodology, as well as integrated selection tools and systems with well-defined criteria in identifying desired employee profiles. This integrated approach allows us to create a consistent selection process across geographies, promoting adherence of new employees to our core values, with the ultimate goal of improving business performance.
We also developed over time motivational initiatives (Rally program) designed for the operational staff to improve results and strengthen the sense of belonging. This initiative was originally set up as an instrument for generating points of contact and relations between staff and our brand and values. The program includes a series of quarterly events involving cultural, recreational, sports and social activities that are open to all employees.
Employee Satisfaction . The level of employee satisfaction within the work environment is important to us. We participate in the “Great Place to Work” survey, held locally by the Great Place to Work Institute. The survey measures perceptions of employees about the work environment and allows for comparison against other participating companies at certain local and regional levels. In 2013, we were recognized as one of the top 25 companies to work for according to Great Place to Work Institute’s ranking of the World’s Best Multinational Workplaces, putting it alongside companies such as Google, Microsoft and The Coca-Cola Company. Additionally, we have won numerous Great Place to Work recognitions regionally, in both South and Central America, and in the countries where we operate. In 2013, we were listed among the “Great Place to Work” companies in eleven of the fifteen countries where we operate (Brazil, Argentina, Colombia, Chile, El Salvador, Guatemala, Mexico, Peru, Puerto Rico, Spain and Uruguay). Notably, we also received the #1 Great Place to Work in Colombia for two consecutive years.
Labor/Collective Negotiation
We closely monitor the management of labor relations and it is an important element for the success of our business and results of operations.
As of December 31, 2013, we had in place collective bargaining agreements in seven countries, including Argentina, Brazil, Chile, Mexico, Peru and Spain, which govern our relationships with most of the employees in those countries. As of December 31, 2011, 2012 and 2013, 82.0%, 80.5% and 79.6%, respectively, of our employees were under collective bargaining agreements. See “Risk Factors—Risks Related to Our Business—If
 
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we experience challenges with respect to labor relations, our overall operating costs and profitability could be adversely affected and our reputation could be harmed.” Our collective bargaining agreements are generally renegotiated every one to three years with the principal labor unions in the countries where we have such agreements. In general, the collective bargaining agreements include terms that regulate remuneration, minimum salary, salary complements, extra time, benefits, bonuses and partial disability.
In Brazil, our most important collective bargaining agreement is in São Paulo, and it is re-negotiated every year. We have already finalized agreements for 2014 in the most important cities in Brazil including São Paulo where we agreed salary increases of 4.9% to 6.8%, compared to a 6.2% increase in the consumer price index in 2013, according to the IMF.
In Mexico, our most significant collective bargaining agreement, in terms of number of employees, is in Mexico DF and it is re-negotiated every year. In 2014, a 4% salary increase was agreed for all employees under the collective bargaining agreement, compared to a 3.8% increase in the consumer price index in 2013, according to the IMF.
In Spain, there is a collective bargaining agreement for all of the contact center companies in the country, which is negotiated through the “ Asociación de Contact Center Española ,” a committee comprised of representatives from five of the six largest contact center companies in Spain, of which we are one. The current collective bargaining agreement is due to terminate on December 31, 2014 and stipulates, among other things, annual salary increases for 2013 and 2014.
History and Structure
Commencement of Activities and Geographical Expansion (1999-2001)
We were founded in 1999 to consolidate the Telefónica Group’s CRM services into a single company to take advantage of the expected demand in CRM services and to capture efficiencies of scale, with the start-up of our operations in Brazil, Chile, El Salvador, Guatemala, Peru, Puerto Rico and Spain. By 2000, we had continued our expansion into Latin America and launched our operations in Argentina, Colombia and Venezuela, while further growing our Brazilian operations. We also launched our operations in Morocco. By 2001, with the launch of our operations in Mexico, we had established a presence in 13 countries. We then began to increase our focus on consolidation and business profitability.
Business Consolidation (2002-2003)
In 2002, we improved our commercial efficiency and adjusted our cost structure to maintain our position as one of the main operators in the CRM BPO market. Beginning in 2003, we concentrated our efforts on defining our business strategy with the aim of creating sustained and profitable growth in the coming years. This strategy focused on providing differentiating services through quality and adding value to our clients’ businesses and building and maintaining long-term relationships.
Differentiation through Services and Relationships and Profitable Growth (2003-2007)
We continued our geographic expansion launching our Uruguay operations and our commercial offices in France in 2006 and Panama in 2007. From 2003 to 2007, we focused on implementing our differentiation strategy by offering higher quality solutions, superior value-added services and developing and maintaining long-term relationships. This strategy was very successful, delivering a significant increase in revenue and operating profit during the years from 2003 to 2007.
Differentiation through Efficiency and Innovation (2008-2011)
In 2008, we broadened our strategic targets to include the pursuit and provision of new business opportunities, while continuing our strategy of differentiation by offering higher quality solutions, superior
 
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value-added services and building and maintaining long-term relationships. We also expanded our geographical presence in 2008 with the purchase of Telemarketing Prague, a.s., in the Czech Republic. In 2009, we began operations in the United States.
Establishing a Standalone Business (2012-2014)
In December 2012, Bain Capital and its affiliates acquired the Atento Group from Telefónica. We believe that the transition from a Telefónica subsidiary to a standalone business was successful with (i) no business disruption as a result of the carve-out, (ii) continued confidence from our long-standing clients and (iii) continued support from our banking community. There were significant efforts in strengthening our senior management team, including the appointment of a new Chief Financial Officer, Chief Technology Officer and Chief Commercial Officer, and the reinforcement of our salesforce to actively pursue Telecom clients other than Telefónica and target cross-border multinational clients.
In order to reinforce our partnership with Telefónica, in 2012 we signed the MSA with a nine year term through 2021, which includes annual minimum revenue commitments in all jurisdictions (except for Argentina).
 
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 INDUSTRY OVERVIEW
We are the leading company in the CRM BPO segment of the Latin American BPO market with market share of 20.1% based on revenue. We are the market leader in four of the six main Latin American markets in which we operate and believe that the Latin American CRM BPO market is a large and underpenetrated market with growth that will outpace the global market.
The CRM BPO market is a higher growth market in Latin America with 9.8% growth in 2012. End market demand growth in Latin America is fueled by an expanding Latin American middle class, which came to a rise as a result of higher GDP growth in the last decade. End markets relevant for CRM BPO services include larger and established segments such as telecom, but also penetrating segments such as financial services, healthcare and consumer products, amongst others. According to Frost & Sullivan, call center seat penetration in Latin American countries significantly lags the United States and Spain, and continued penetration of outsourced customer management services will be a driver of growth for the CRM BPO industry. Furthermore, there is also potential for North American CRM BPO services to be further near-shored to Latin America.
We are well positioned to continue to capture growth and gain share in this market with secular growth tailwinds. We believe that our regional expertise, economies of scale, highly engaged employee base and comprehensive service capabilities will enable us to differentially grow our already large blue chip client base and deliver highly value added, customized solutions to our clients.
The table below illustrates how the Latin American CRM BPO market is different from the more mature and fragmented CRM BPO market in North America.

Growth Thesis	  	Metric	  	North
America	 	 	Latin
America	 	
High growth	  	2012-2017E CRM BPO market growth CAGR	  	 	4.2	% 	 	 	9.9	% 	
Penetration tail winds	  	Total CRM call center seats / ‘000s population	  	 	15.8	(1)  	 	 	3.0	(2)  	
Consolidated industry	  	Market share of top 3 competitors	  	 	16.2	% 	 	 	44.7	% 	

Source:	Frost & Sullivan and International Monetary Fund estimates.	
(1)	Figure representative of the United States only.	
(2)	Figure representative of Brazil only.	
Global BPO Market
Business process outsourcing has continued to grow in recent years as more enterprises realize the cost savings and efficiency that can be accomplished by outsourcing non-core business processes. BPO enables organizations to: (i) focus on their core capabilities, (ii) have greater control over costs and budgeting, (iii) increase customer satisfaction, (iv) reduce the time-to-market for new products and services and (v) redeploy capital used in internal processes. Furthermore, we believe that clients receive a higher quality of service in these non-core areas by partnering with a company like us, as we are able to provide solutions as our primary focus.
BPO is the modern practice of organizations engaging a third party to execute non-core business processes such as accounting, billing, customer service, credit management, human resource management, legal services, and printing or IT. The propensity of businesses to outsource continues to grow and the activities outsourced today involve increasingly higher value functionality than even a few years ago, as they now encompass disciplines such as engineering, design, software programming, and business and financial analysis.
The $158.9 billion global BPO market is forecasted to grow at a CAGR of 5.7% from 2012 to 2017 reaching an estimated $209.4 billion by 2017, according to IDC.
 
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This strong growth rate forecast is the result of: (i) the increasing propensity of organizations to outsource, (ii) an increase in economic activity as the developed world continues to recover from the global economic downturn, (iii) organizations looking to achieve a wider range of objectives from outsourcing, resulting in new opportunities for providers such as us and (iv) organizations, particularly those in emerging markets, becoming increasingly aware of the advantages BPO can provide to their businesses such as increased revenue, higher margins, improved working capital management, increased customer satisfaction and enhancement of their competitive position.

 	  	Worldwide BPO Services Revenue by Business Function	 	
 	  	2012	 	  	2013E	 	  	2014E	 	  	2015E	 	  	2016E	 	  	2017E	 	  	CAGR
2012-
2017E	 	
 	  	(US$ in billions)	 	  	(%)	 	
CRM BPO	  	 	57.9	  	  	 	61.3	  	  	 	64.8	  	  	 	68.5	  	  	 	72.5	  	  	 	76.8	  	  	 	5.8	  	
Finance and accounting	  	 	30.4	  	  	 	32.5	  	  	 	34.8	  	  	 	37.3	  	  	 	39.9	  	  	 	42.3	  	  	 	6.8	  	
Human resources	  	 	20.0	  	  	 	20.7	  	  	 	21.6	  	  	 	22.5	  	  	 	23.5	  	  	 	24.5	  	  	 	4.2	  	
Human resources processing	  	 	47.7	  	  	 	50.0	  	  	 	52.4	  	  	 	55.0	  	  	 	57.6	  	  	 	60.3	  	  	 	4.8	  	
Procurement	  	 	2.9	  	  	 	3.3	  	  	 	3.7	  	  	 	4.2	  	  	 	4.8	  	  	 	5.5	  	  	 	13.1	  	
Total	  	 	158.9	  	  	 	167.8	  	  	 	177.4	  	  	 	187.6	  	  	 	198.3	  	  	 	209.4	  	  	 	5.7	  	
 
Source: 2013 IDC Forecast.
Global CRM BPO Market
CRM BPO is the largest segment within the broader BPO market and is projected to outgrow the BPO market as a whole. It includes the outsourcing of the activities and business processes that an organization undertakes in interacting with its customers or the consumer. These include customer care, retention, acquisition, technical support, help desk services, credit management, sales, marketing, and back-office functions. CRM BPO services can range from simple call handling to managing complex business processes through multiple channels using advanced technological solutions.
It is estimated that worldwide spending on CRM BPO is expected to grow at a CAGR of 5.8% from $57.9 billion in 2012 to $76.8 billion in 2017, according to IDC. Over the same period, Latin America is projected to be the fastest growing region according to Frost & Sullivan, with a forecasted CAGR of 9.9% from 2012 through 2017. North America, a mature market, is expected to grow at a CAGR of 4.2%, and EMEA with a 2.2% CAGR.

 	  	CRM BPO Revenue by Select Regions	 	
 	  	2012	 	  	2013E	 	  	2014E	 	  	2015E	 	  	2016E	 	  	2017E	 	  	CAGR
2012-
2017E	 	
 	  	(US$ in billions)	 	  	(%)	 	
Latin America	  	 	10.7	  	  	 	11.7	  	  	 	12.9	  	  	 	14.3	  	  	 	15.6	  	  	 	17.1	  	  	 	9.9	  	
North America	  	 	23.1	  	  	 	23.9	  	  	 	24.9	  	  	 	26.0	  	  	 	27.2	  	  	 	28.3	  	  	 	4.2	  	
EMEA	  	 	16.9	  	  	 	17.4	  	  	 	17.8	  	  	 	18.1	  	  	 	18.5	  	  	 	18.9	  	  	 	2.2	  	
 
Source: Frost & Sullivan.
Note: 2012 figures for EMEA and certain Latin American countries represent estimates.
Key Trends in the Global CRM BPO Market
There are a number of trends driving projected global growth in the CRM BPO market and we are well-positioned to take advantage of certain of these trends, which we expect will help drive our future growth.
 
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Outsourcing
We expect that the trend for companies to outsource non-core business processes to third party providers will continue in the future. Outsourcing customer service functions enables organizations to focus on their core capabilities while maintaining greater control over costs and budgeting. Additionally, many companies see an increase in customer satisfaction as large third party providers, including ourselves, are able to deliver solutions at consistent quality levels.
Regionalization
In our experience, blue-chip companies are increasingly demanding CRM BPO services and solutions that can be implemented by a single provider across different countries. By seeking out pan-regional providers, these clients intend to achieve consistently high service levels and comprehensive capabilities. We believe that this trend will favor large multi-regional service providers, such as ourselves, who are able to provide services in multiple locations. Local providers struggle to compete against larger providers with an international footprint, product expertise, economies of scale, and a broad service offering.
New Technology / Service Pricing Models
As consumers around the world become more familiar with communicating through the web, chat, SMS and other channels, the proportion of contacts delivered through alternatives to live voice will increase. We expect the usage of higher value-add technologies, delivered through multiple channels, to increase as our clients realize the cost advantages of automation and the business benefits of improved data mining and customer tracking. This transition towards more complex multi-channel solutions creates an opportunity for CRM BPO service providers, including ourselves, to implement success-based components to their contracts.
We have a strong track record in successful pricing propositions to our clients by offering flexible pricing models with fixed pricing, variable pricing, and outcome-based pricing if certain performance indicators are achieved. We also believe that new contracts will increasingly be based on more outcome-based pricing and hybrid pricing models as means of making services more transparent and further driving demand for CRM BPO services. In addition, most of our service contracts with our key clients include inflation-based adjustments to offset adverse inflationary effects. We believe that our flexible pricing models allow us to maximize our revenue in a price competitive environment while maintaining the high quality of our CRM BPO services.
Off-Shoring
The global trends toward off-shoring and near-shoring (the provision of BPO services from a low cost country or region to a client based in a different country) have significantly increased over recent years. The global market for off-shore BPO services (which includes all BPO services) is expected to increase from $5.7 billion in 2012 to $11.2 billion in 2017, a CAGR of 14.5%, according to IDC. While off-shoring from Latin America to other shores is not a risk due to the low-cost domestic outsourcing options available in the region, third party providers in Latin America have been able to capitalize on the chance to cost-effectively serve the North American and European markets. For example, Latin American near-shore CRM BPO revenue from North America is projected to grow at a CAGR of 10.5% from 2012 to 2017, reaching $2.7 billion in 2017, according to Frost & Sullivan.
Latin American CRM BPO Market
The CRM BPO market in Latin America is one of the largest and fastest growing with a size of $10.7 billion in 2012, having grown 9.8% from 2011. The market is driven mainly by domestic demand, which accounted for over 78% of the market in 2012, but is gradually shifting to accommodate an off-shore growth opportunity stemming from North American markets. The market is expected to exhibit continued strong growth: revenue is forecasted to increase at a CAGR of 9.9% for the period from 2012 to 2017, and spending totaling $17.1 billion
 
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by 2017, according to Frost & Sullivan. Brazil, the largest market in Latin America, is expected to grow at an 8.5% CAGR from 2012 to 2017, while smaller markets such as Colombia and Peru are expected to grow at 16.2% and 14.7%, respectively, according to multiple studies published by Frost & Sullivan.

 	  	Latin America CRM BPO Revenue by Country	 	
 	  	2012	 	  	2013E	 	  	2014E	 	  	2015E	 	  	2016E	 	  	2017E	 	  	CAGR
2012-
2017E	 	
 	  	(US$ in billions)	 	  	(%)	 	
Argentina	  	 	0.9	  	  	 	1.0	  	  	 	1.2	  	  	 	1.3	  	  	 	1.5	  	  	 	1.6	  	  	 	12.2	  	
Central America & Caribbean	  	 	1.3	  	  	 	1.5	  	  	 	1.7	  	  	 	1.9	  	  	 	2.0	  	  	 	2.2	  	  	 	11.2	  	
Chile	  	 	0.4	  	  	 	0.4	  	  	 	0.4	  	  	 	0.5	  	  	 	0.5	  	  	 	0.5	  	  	 	8.3	  	
Colombia	  	 	0.8	  	  	 	1.0	  	  	 	1.2	  	  	 	1.4	  	  	 	1.6	  	  	 	1.8	  	  	 	16.2	  	
Peru	  	 	0.4	  	  	 	0.4	  	  	 	0.5	  	  	 	0.6	  	  	 	0.6	  	  	 	0.7	  	  	 	14.7	  	
Subtotal	  	 	3.8	  	  	 	4.3	  	  	 	4.9	  	  	 	5.5	  	  	 	6.2	  	  	 	6.9	  	  	 	12.7	  	
Mexico	  	 	1.5	  	  	 	1.6	  	  	 	1.7	  	  	 	1.8	  	  	 	2.0	  	  	 	2.1	  	  	 	7.0	  	
Brazil	  	 	5.4	  	  	 	5.8	  	  	 	6.3	  	  	 	6.9	  	  	 	7.5	  	  	 	8.1	  	  	 	8.5	  	
Total	  	 	10.7	  	  	 	11.7	  	  	 	12.9	  	  	 	14.3	  	  	 	15.6	  	  	 	17.1	  	  	 	9.9	  	
 
Source: Frost & Sullivan’s LatAm Market Research.
Note: 2012 figures for Mexico, Central America and Caribbean represent estimates.
Key Trends in the Latin American CRM BPO Market
There are a number of trends driving growth in the Latin American CRM BPO market and we believe our market position will allow us to differentiate ourselves and capitalize on this growth.
Large CRM BPO Market with Sustained Demand Growth Driven by an Emerging Middle Class. The scale and growth of Latin America’s economies present a large market opportunity. Latin American GDP has grown significantly faster than global GDP in recent years and is expected to continue to grow at attractive rates. According to EIU, Latin American GDP grew at an average annual rate of 3.5% from 2006-2012 compared to 2.1% globally. This growth is supported by an expanding middle class, which is expected to grow from approximately 29% of the population in 2009, to approximately 42% by the year 2030, according to data from The World Bank.
As a result, customer experience-intensive industries, such as insurance and banking which have historically been underpenetrated in Latin America have experienced high volume growth, resulting in increased demand for CRM BPO services. For example, the addressable banking market in Brazil continues to grow, with approximately 61% of the population that is 15 years or older engaging in banking activities in 2013 compared to only approximately 40% in 2007, according to Euromonitor. Total insurance premiums paid in Brazil grew at a CAGR of approximately 18% from 2007 to 2013, according to the Ernst & Young Latin America Insurance Outlook published in 2014.
We believe that the projected strong growth rates create an opportunity for less prevalent industries in Latin America to expand the number of dedicated agent seats. In 2013, only 51% of outsourced CRM BPO call center seats were utilized to provide services to end market verticals other than telecommunications, compared to 63% in the United States.
 
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2013 Outsourced CRM Agent Seat Breakdown by End Market Vertical

	  	  	
 
Source: Frost & Sullivan.
Note: “Other” includes Healthcare, Travel & Hospitality, Government, Education and other industries.
Lastly, according to Frost & Sullivan, in 2013, call center seat penetration in Latin America significantly lagged the United States, and we believe that this gap will result in long-term growth for our industry in the region.
2013 Call center seats / ‘000s population

 
Source: Frost & Sullivan and International Monetary Fund.
Note: Includes in-house and outsourced seats.
Continued Trend for Further Outsourcing of CRM BPO Operations
As of 2013, 32.4% of domestic CRM BPO operations in Latin America were outsourced to third party providers, based on number of agent seats compared to 27.1% in 2007, according to Frost & Sullivan. In the context of high growth in CRM BPO volumes and low levels of automation in the clients we serve, we believe the value proposition for further outsourcing is compelling and enables our clients to (i) focus on their core capabilities, (ii) generate cost efficiencies, (iii) increase customer satisfaction, (iv) reduce the time-to-market for new products and services and (v) redeploy capital used in internal processes. Given these factors, we expect outsourcing penetration in our markets to continue to grow in the future.
Emergence of Multi-Channel Services
Usage of non-voice contact channels and voice automation remains relatively limited in Latin America. Frost & Sullivan estimates that in Latin America in 2012 over 90% of all contacts were live voice calls
 
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(including live agents and automated speech enabled systems) and approximately 90% of contacts were handled by live agents. We expect less traditional channels of delivery to grow as clients require more complex solutions, including collections, technical support, service desk help, back office functions and other BPO processes.
By leveraging existing infrastructure and client relationships, we will be able to deliver increasingly complex solutions and value-added services to clients through multiple channels. By offering such solutions, we can expect greater client stickiness while more efficiently utilizing existing infrastructure, back-filling existing capacity and driving incremental margins.
North American CRM BPO Market
From 2012 to 2017, it is estimated that North American CRM BPO revenue will grow at a CAGR of 4.2%, reaching $28.3 billion in 2017, according to Frost & Sullivan. The CRM BPO market in North America is mature, highly fragmented and competitive. For that reason, we view North America as an off-shore growth opportunity as U.S. based businesses continue to off-shore call center activities.

 	  	North American CRM BPO Off-Shore Market Size by Fulfillment  Markets	 	
 	  	2012	 	  	2013E	 	  	2014E	 	  	2015E	 	  	2016E	 	  	2017E	 	  	CAGR
2012-
2017E	 	
 	  	(US$ in billions)	 	  	(%)	 	
Latin America	  	 	1.7	  	  	 	1.8	  	  	 	2.0	  	  	 	2.3	  	  	 	2.5	  	  	 	2.7	  	  	 	10.5	  	
India	  	 	3.0	  	  	 	3.2	  	  	 	3.4	  	  	 	3.6	  	  	 	3.8	  	  	 	4.0	  	  	 	5.6	  	
Philippines	  	 	2.8	  	  	 	3.1	  	  	 	3.4	  	  	 	3.7	  	  	 	4.0	  	  	 	4.3	  	  	 	8.7	  	
Other	  	 	1.1	  	  	 	1.1	  	  	 	1.2	  	  	 	1.2	  	  	 	1.2	  	  	 	1.3	  	  	 	3.4	  	
Total	  	 	8.6	  	  	 	9.3	  	  	 	9.9	  	  	 	10.7	  	  	 	11.5	  	  	 	12.3	  	  	 	7.4	  	
 
Source: Frost & Sullivan.
North America continues to off-shore call center services to other geographies, with 37.4% of the market off-shored in 2012, and an expected 43.4% off-shored in 2017, according to Frost & Sullivan. Within off-shoring, U.S. clients increasingly choose to near-shore to Latin America to minimize time zone differences that might be experienced when off-shoring to India or the Philippines.
The growth in off-shore services by fulfillment market is led by Latin America with an expected 10.5% CAGR from 2012 to 2017, followed by the Philippines (8.7%), India (5.6%), and other regions (3.4%). As the leading growth outlet, Latin America currently accounts for 19.3% of the North American off-shore market, and is expected to grow to 22.3% by 2017, accounting for $2.7 billion of off-shored revenue, according to Frost & Sullivan.
In fact, many North American companies have begun to accelerate sales and marketing activity in the burgeoning U.S. Hispanic market, and require contact centers to support both English- and Spanish-language calls. These companies are able to take advantage of near-shore opportunities in Latin America that provide a qualified and competitive source of labor. As the Latin American CRM BPO market leader, this will continue to be a great opportunity for us, and we have already designated dedicated contact center seats to serve the U.S. market.
EMEA CRM BPO Market
It is estimated that total CRM BPO revenue in EMEA will grow at a 2.2% CAGR from 2012 to 2017, reaching $18.9 billion by 2017, according to Frost & Sullivan, adjusted for constant currency. This market is very fragmented because of its geographical nature and the multiple languages and cultures in the region.
As a Company, the majority of our European operations are located in Spain. The CRM BPO market in Spain is expected to grow at a 1.6% CAGR from 2012 to 2017, ultimately reaching a market size of $1.2 billion by 2017, based on revenue, according to Frost & Sullivan.
 
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Competitive Landscape
Global Competitive Landscape
In 2013, we were the second largest company in the global CRM BPO market. In 2013, the market share figures for the top three companies were: Teleperformance S.A. (“Teleperformance”) (5.3%); Atento (3.8%); and Convergys Corporation (“Convergys”) (3.3%), according to company filings, IDC and our estimates. In January 2014, Convergys acquired Stream Global Services (“Stream”), making Convergys the 2nd largest market share on a pro forma basis.
According to Gartner (December 2013), we are positioned as a global market leader and visionary within the CRM BPO market.

We are the largest outsourced CRM BPO solutions provider in Latin America. Although we do not currently have a single, global competitor in all of our markets, there are many companies from different countries that compete with us in various specific markets and countries.
Latin American Competitive Landscape
We are the largest outsourced CRM BPO provider by revenue and headcount in Latin America, according to Frost & Sullivan. In 2012, we had a market share of 20.1% in Latin America compared to 19.1% in 2009, and were the market leader in four of the six countries in which we operate, including Argentina, Chile, Mexico, and Peru. In our largest market, Brazil, we are the #2 provider (with 25.2% market share based on 2012 revenue) and primarily compete with Contax (27.7% market share). Since 2009, we have increased our market share in Brazil
 
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(23.3% in 2009 according to Frost & Sullivan), while Contax market share has reduced over the same period (29.8% in 2009). During 2013, we have continued to grow our market share in Brazil, and as of April 2014 believe that we have overtaken Contax as the number one provider of CRM BPO services.
Atento 2012 Market Share and Position by Country

 
Source: Frost & Sullivan.
Note: Spain market share as of 2011.
Limited Number of Large Scale Operators in Latin America
Very few companies operate large-scale operations across the entire Latin American region. Most companies operate in only one or two Latin American countries, or within multiple markets with more limited scale as compared to Atento. Establishing large scale operations in Latin America presents challenges due to specific country dynamics in the region and the complexity of managing a large and dynamic workforce. The presence of local players with established long-term positions in certain countries also results in specific industry dynamics. For example, in 2012 in Brazil, the top three providers of CRM BPO services in aggregate accounted for 60.8% of the market, whereas in North America the top three providers in aggregate had just a 16.2% share, according to Frost & Sullivan.
EMEA Competitive Landscape
The EMEA market is dominated by major global providers, followed by a host of smaller regional and locally-owned companies. As a result of its geographical nature and the multiple languages and cultures in the EMEA region, this market is very fragmented. In our primary European market, Spain, we have 22.3% market share. Our largest competitor in Spain is Grupo Konecta with 17.9% share, according to Frost & Sullivan.
 
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 MANAGEMENT
Below is a list of the names and ages (as of June 16, 2014) of the Issuer’s directors and executive officers and a brief account of the business experience of each of them.

Name	  	Age	 	  	Position	
Alejandro Reynal	  	 	41	  	  	Chief Executive Officer	
Mauricio Montilha	  	 	50	  	  	Chief Financial Officer	
Reyes Cerezo	  	 	49	  	  	Legal and Regulatory Compliance Director	
Iñaki Cebollero	  	 	44	  	  	Human Resources Director	
John Robson	  	 	50	  	  	Chief Technology Officer	
Michael Flodin	  	 	50	  	  	Operations Director	
Mariano Castaños	  	 	42	  	  	Chief Commercial Officer	
Nelson Armbrust	  	 	50	  	  	Brazil Regional Director	
Miguel Matey	  	 	42	  	  	North America Regional Director	
Juan Enrique Gamé	  	 	53	  	  	South America Regional Director	
José María Pérez Melber	  	 	42	  	  	EMEA Regional Director	
Francisco Tosta Valim Filho	  	 	50	  	  	Director	
Melissa Bethell	  	 	39	  	  	Director	
Aurelien Vasseur	  	 	38	  	  	Director	
Our Executive Officers
Alejandro Reynal, Chief Executive Officer. Mr. Reynal has served as our Chief Executive Officer since October 2011. Prior to completion of this offering, we expect he will be elected to the Issuer’s board of directors. Prior to this appointment, he worked at Telefónica’s Headquarters as Corporate Strategy Director for the Telefónica Group and from 2008 until 2011 he served as our EMEA Regional Director. Since he joined Telefónica Group in 2000, Mr. Reynal held various executive positions within Atento. Before his time at Telefónica, he was a Director at The Coca-Cola Company and Business Development Manager for the International Division of The Gap, Inc. He holds an MBA from Harvard Business School and a Bachelor and Master of Engineering degrees from the Georgia Institute of Technology. We believe Mr. Reynal is qualified to serve on our board of directors due to his extensive experience in the CRM BPO and telecommunications industries, corporate strategic development, financial reporting and his knowledge gained from his service on the boards of various other companies.
Mauricio Montilha, Chief Financial Officer. Mr. Montilha has served as our Chief Financial Officer and as a member of the Group’s Management Committee since September 2013. Prior to joining Atento, he served as the Chief Financial Officer for the satellite television company, a subsidiary of DirecTV, SKY Brazil from April 2009. Prior to joining SKY Brazil, he served as the Chief Financial Officer of the Brazilian subsidiary of the pharmaceutical company Astra Zeneca, a multinational company with operations in 45 countries. Mr. Montilha also served in leadership positions with various companies, including as Vice President of Financial Planning at Wal-Mart International and Vice President and Chief Financial Officer of Philips Latin America. Furthermore, he has held important management positions at companies including Pillsbury, Elma Chips (Pepsico Brazil), Unilever Brazil and Arthur Andersen. Mr. Montilha has a degree in accounting from Faculdade Paranaense-FACCAR and an MBA from the Armando Alvares Penteado Foundation (FAAP).
Reyes Cerezo, Legal and Regulatory Compliance Director. Ms. Cerezo has served as our Legal and Regulatory Compliance Director since January 2008, in charge of the legal, internal audit and intervention areas as well as serving as the Secretary of our Board of Directors. From 2008 to 2011, Ms. Cerezo served as a member of our Board of Directors. From 2002 to 2007, Ms. Cerezo served as our General Secretary. From 1991 to 2002, Ms. Cerezo worked at Banco Santander Central Hispano. From 1999 to 2002, she was Secretary of the Board of Directors of Sistemas 4B, S.A. Ms. Cerezo has a law degree from the University of Córdoba and holds a General Management degree from IESE.
 
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Iñaki Cebollero, Human Resources Director. Mr. Cebollero has served as our Human Resources Director since November 2011. Prior to assuming his current post, from July 2011 to November 2011 served as our Director of Organization and Development, joining Atento as People Director, initially in Spain and then going on to head the People Area for the EMEA Region. Prior to joining Atento, Mr. Cebollero’s experience encompassed posts such as Head of Human Resources at Sedesa Construcciones and later at Construcciones CMS, Head of Human Resources for Iberia at Ahold, and Director of Human Resources at Leroy Merlín Spain. He holds a degree in Politics and Sociology from Madrid’s Universidad Complutense, a master degree in HR Management from the University of California and attended the Management Development Program at IESE.
John Robson, Chief Technology Officer. Mr. Robson has served as our Chief Technology Officer since July 2013. Prior to joining Atento, he served as the Chief Information Officer for the customer relationship management and debt collection company, Transcom WorldWide S.A. from 2009 to 2013. Prior to Transcom Worldwide S.A, Mr. Robson served as the Global Chief Technology Officer for SITEL Corporation. Mr. Robson has also served in senior information technology roles for both public and private companies, including Verizon Business Security Solutions, MCI and NETSEC as well as Chief Technology Officer at Liberata PLC. Mr. Robson holds a Higher National Diploma in computer science from Teesside Polytechnic in the United Kingdom.
Michael Flodin, Operations Director. Mr. Flodin has served as our Operations Director since April 2014. Mr. Flodin is a senior executive with more than 25 years experience, having spent the 16 years prior to joining Atento as partner at Accenture’s Customer Relationship Management Practice. He has a patent pending for a Business-to-Business Customer Experience Framework and Implementation Plan, has been published in CRM Magazine, and has been keynote speaker at several major CRM conferences in North America and Brazil. He holds a bachelor of arts degree in psychology and a philosophy from Flagler College.
Mariano Castaños, Chief Commercial Director. Mr. Castaños has served as our Commercial Director since December 2013. Mr. Castaños began his professional career in Argentina in legal services. Prior to joining the Management Committee as EMEA Regional Director in September 2012, he was Country Director for Atento Spain (including three operations in Morocco, Peru and Colombia). Mr. Castaños joined Atento Argentina in 2004, initially as Sales Manager, going on to the position of Marketing and Sales Director. In 2008 he was promoted to Telefónica Account Director for Atento Spain. In 2000, he joined the Clarín Group as Business Development Manager and then became Americas Strategic Alliance Manager. Mr. Castaños holds a law degree from Universidad Católica Argentina, a master degree in Company Law from Ucema and a PDD (Management Development Programme) from IESE, Spain.
Nelson Armbrust, Brazil Regional Director. Mr. Armbrust has served as our Brazil Regional Director since May 2010. Mr. Armbrust joined Atento in 1999. From 2000 until 2009, Mr. Armbrust served in various executive posts encompassing Argentina and Uruguay, USA and Central America. In 2009, he returned to Brazil as Multisector Executive Director. Mr. Armbrust began his career in 1987 at Siemens Brazil. Mr. Armbrust holds a degree in Electronic Engineering from the Universidad Católica de Río de Janeiro and a master degree in business administration from the University of São Paulo.
Miguel Matey, North America Regional Director. Mr. Matey has served as our North America Regional Director since September 2012 and previously served as Mexico Country Director since January 2012. Prior to this, in 2011, he served as Regional Director for Morocco, France and the Czech Republic. Mr. Matey joined Atento Spain in 2000 and in 2003 he went on to Atento’s Mexican and Central American operations as business manager. From 2004 to 2006, he headed the Business Unit in Central America and the Telefónica Business Unit in Mexico. From 2007 to 2010 he served as Business Director at Atento Spain. Mr. Matey holds a degree in Business and Economics from Madrid’s Universidad Complutense and a master degree in business administration from the IE Business School.
Juan Enrique Gamé, South America Regional Director. Mr. Gamé has served as our South America Regional Director since November 2011. He began working at Atento in 2002 as Multisector Business Director. From 2004 to 2008 Mr. Gamé was General Manager of Atento Peru and in 2010 he became Regional Manager of Atento Chile.
 
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Mr. Gamé holds a degree in Civil Industrial Engineering from the Universidad Católica de Valparaíso and an MBA and Diploma in Distribution and Logistics Management from Universidad Adolfo Ibáñez.
José María Pérez Melber, EMEA Regional Director. Mr. Melber has served as our EMEA Regional Director since March 2014. He has worked in the industry for over ten years. Prior to joining Atento, Mr. Pérez Melber served as Operations Director at Orange Spain, with direct responsibility over customer care, loyalty, retention, billing and credit management from July 2011 until February 2014. Before that, Mr. Pérez Melber worked at Transcom in 2004 as Global Manager of Tele2. In 2006, he was appointed General Director of Transcom Iberia & Latam and to the company’s Executive Committee, a position he held until 2009 when he was named General Director for Southern Europe, Latam and North Africa. Prior to his arrival at Transcom, Mr. Pérez Melber worked in marketing and customer relations within the insurance sector. Mr. Pérez Melber holds a degree in Business Administration and Insurance Sciences from Universidad Pontificia de Salamanca.
Our Directors
We believe that our board of directors is, and we intend that it continue to be, composed of individuals with sophistication and experience in many substantive areas that impact our business. We believe that all of our current board members possess the professional and personal qualifications necessary for board service, and have highlighted the specific experience, qualifications, attributes, and skills that led to the conclusion that each board member should serve as a director in the individual biographies below.
Francisco Tosta Valim Filho, Director . Mr. Valim has served as a member of our board of directors since April 2014. Mr.Valim served as Chief Executive Officer of Via Varejo from August 2013 until April 2014 and of Oi S.A. from August 2011 until January 2013. From January 2008 to July 2011, Mr. Valim was the Chief Executive Officer of Experian for Latin America, Europe and the Middle East. Prior to working at Experian, he served as Chief Executive Officer of NET Serviços de Comunicação S.A. from February 2003 to January 2008, Chief Financial Officer of Oi from January 2002 to February 2003; and Vice-President and Chief Financial Officer of RBS Participações S.A. from September 1989 to December 2001. Mr. Valim holds an MBA from the Marshall School of Business—University of Southern California and a bachelor of arts degree in Business Administration from Universidade Federal do Rio Grande do Sul (UFRGS) with advanced studies degrees in Finance from Fundação Getulio Vargas and Planning and Organization from UFRGS. We believe Mr. Valim’s qualifications to serve on our board of directors include his extensive experience in the telecommunications industry, strategic development, financial reporting and his knowledge gained from service on the boards of various other companies.
Melissa Bethell, Director . Ms. Bethell has served as a member of Topco’s board of directors since the consummation of the Acquisition in December 2012 and a member of the Issuer’s board of directors since March 2014. Ms. Bethell is a Managing Director of Bain Capital, which she joined in 1999 and relocated from Boston to London in 2000 as a member of Bain Capital’s European investment team. Prior to joining Bain Capital, Ms. Bethell worked in the Capital Markets group at Goldman, Sachs & Co., with a focus on media and technology fundraising. She received her master in business administration with distinction from Harvard Business School and a bachelor of arts degree with honors in Economics and Political Science from Stanford University. We believe Ms. Bethell’s qualifications to serve on our board of directors include her extensive experience in the telecom, media and technology industries, strategic development, financial reporting and her knowledge gained from service on the boards of various other companies.
Aurelien Vasseur , Director . Mr. Vasseur has served as a member of the Issuer’s board of directors since March 2014. Mr. Vasseur joined Bain Capital, LLC, Luxembourg in June 2011 and is a corporate manager of the firm. Before joining Bain Capital, Mr. Vasseur was a finance auditor at Ernst & Young, Luxembourg from 2004 until May 2011. Mr. Vasseur received a master degree in management from the Ecole des Hautes Etudes Commerciales (EDHEC Business School). We believe Mr. Vasseur’s qualifications to serve on our board of directors include his extensive experience in the business and financial services industry, knowledge of our business, financial reporting and his knowledge gained from service on the boards of various other companies.
 
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Corporate Governance
Board Composition
Prior to the completion of this offering, our articles of association will provide that our board of directors shall consist of such number of directors as determined from time to time by resolution adopted by the general meeting of the shareholders of the Company.
Upon completion of this offering our board of directors will be divided into three classes of directors, with the classes as nearly equal in number as possible. As a result, approximately one-third of our board of directors will be elected each year. The classification of directors will have the effect of making it more difficult for stockholders to change the composition of our board.
Upon completion of this offering, our board of directors will consist of              members.
Controlled Company and Foreign Private Issuer
Upon completion of this offering, affiliates of Bain Capital will continue to control a majority of the voting power of our outstanding ordinary shares. As a result, we will be a “controlled company” under the New York Stock Exchange corporate governance standards. As a controlled company, exemptions under the New York Stock Exchange standards will free us from the obligation to comply with certain corporate governance requirements, including the requirements:
 
 	•	 	that a majority of our board of directors consists of “independent directors,” as defined under the rules of the New York Stock Exchange;	
 
 	•	 	that we have a corporate governance and nominating committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;	
 
 	•	 	that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and	
 
 	•	 	for an annual performance evaluation of the nominating and governance committees and compensation committee.	
These exemptions do not modify the independence requirements for our audit committee requiring it to be comprised exclusively of independent directors, and we intend to comply with the applicable requirements of the Sarbanes-Oxley Act and rules with respect to our audit committee within the applicable time frame. These rules require that our Audit Committee be composed of at least three members, a majority of whom will be independent within 90 days of the date of this prospectus, and all of whom will be independent within one year of the date of this prospectus.
In addition to the controlled company exemptions, as a foreign private issuer, under the corporate governance standards of the New York Stock Exchange, foreign private issuers are permitted to follow home country corporate governance practices instead of the corporate governance practices of the New York Stock Exchange. Accordingly, we intend to follow certain corporate governance practices of our home country, Luxembourg in lieu of certain of the corporate governance requirements of the New York Stock Exchange. Specifically, we do not intend to have a board of directors composed of a majority of independent directors or a Compensation Committee or Nominating and Corporate Governance Committee composed entirely of independent directors.
As a foreign private issuer, we will also be exempt from the rules and regulations under the Exchange Act, related to the furnishing and content of proxy statements, and our officers, directors and principal shareholders will be exempt from the reporting and short swing profit recovery provisions contained in Section 16 of the
 
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Exchange Act. In addition, we will not be required under the Exchange Act to file annual, quarterly and current reports and financial statements with the Securities and Exchange Commission as frequently or as promptly as domestic companies whose securities are registered under the Exchange Act.
Board Committees
Prior to the completion of this offering, our board of directors will have established an Audit Committee and a Compensation Committee. The composition, duties and responsibilities of these committees is as set forth below. In the future, our board may establish other committees, as it deems appropriate, to assist it with its responsibilities.
Audit Committee . The Audit Committee will be responsible for, among other matters: (1) appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm; (2) discussing with our independent registered public accounting firm their independence from management; (3) reviewing with our independent registered public accounting firm the scope and results of their audit; (4) approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm; (5) overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC; (6) reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls and compliance with legal and regulatory requirements; (7) overseeing our legal compliance process; (8) establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters; and (9) reviewing and approving related party transactions.
Upon completion of this offering, our Audit Committee will consist of             ,              and             . Our board of directors has determined that              will qualify as an “audit committee financial expert,” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K. Our board of directors will adopt a new written charter for the Audit Committee, which will be available on our corporate website at www.atento.com upon the completion of this offering. Our website is not part of this prospectus.
Compensation Committee . The Compensation Committee will be responsible for, among other matters: (1) reviewing key associate compensation goals, policies, plans and programs; (2) reviewing and approving the compensation of our directors, chief executive officer and other executive officers; (3) reviewing and approving employment agreements and other similar arrangements between us and our executive officers; and (4) the administration of stock plans and other incentive compensation plans.
Upon completion of this offering, our Compensation Committee will consist of             ,              and             . Our board of directors will adopt a written charter for the Compensation Committee, which will be available on our corporate website at www.atento.com upon the completion of this offering. Our website is not part of this prospectus.
Compensation Committee Interlocks and Insider Participation
No interlocking relationships exist between the members of our board of directors and the board of directors or compensation committee of any other company.
Code of Business Conduct and Ethics
We have adopted a Code of Business Conduct and Ethics (the “Code”) applicable to all of our directors, officers and employees, including our principal executive officer, principal financial officer and accounting officers, and all persons performing similar functions. A copy of the Code will be available on our corporate website at www.atento.com. Our website is not part of this prospectus. We will provide any person, without charge, upon request, a copy of our Code. Such requests should be made in writing to the attention of our Legal and Regulatory Compliance Director at the following address: C/Quintanavides, n. 17-2 Planta, 28050 Las Tablas, Madrid, Spain.
 
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Risk Oversight
Our board of directors is currently responsible for overseeing our risk management process. The board of directors focuses on our general risk management strategy and the most significant risks facing us, and ensures that appropriate risk mitigation strategies are implemented by management. The board of directors is also apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions.
Following the completion of this offering, our board of directors will delegate to the Audit Committee oversight of our risk management process. Our other board committees will also consider and address risk as they perform their respective committee responsibilities. All committees will report to the full board of directors as appropriate, including when a matter rises to the level of a material or enterprise level risk.
Our management is responsible for day-to-day risk management. This oversight includes identifying, evaluating, and addressing potential risks that may exist at the enterprise, strategic, financial, operational, compliance and reporting levels.
Compensation of Directors and Executive Officers
Prior to this offering, we were a privately-held company. As a result, we have not been subject to any stock exchange listing or SEC rules requiring a majority of our board of directors to be independent or relating to the formation and functioning of board committees, including audit, compensation and nominating committees. Most, if not all, of our prior compensation policies and determinations, including those made for 2013, have been the product of negotiations between the executive officers and our Chief Executive Officer and/or board of directors.
The objectives of our compensation policies and programs are to attract, motivate, reward and retain key talent through competitive and cost effective approaches that reinforce executive accountability and reward the achievement of business results. As a new privately-held company, when establishing compensation for executive officers some certain elements of compensation have been the product of negotiations between the executive officers and our Chief Executive Officer and/or board of directors.
In connection with this offering, our board of directors will form a compensation committee to oversee and administer our compensation arrangement, including our 2014 Omnibus Incentive Plan (discussed below). We expect that following this offering, our Chief Executive Officer will review annually each other executive officer’s performance with the compensation committee and recommend appropriate base salary, cash performance awards and grants of long-term equity incentive awards for all other executive officers. Based upon the recommendations of our Chief Executive Officer and in consideration of certain objectives described above, the compensation committee will approve the annual compensation packages of our executive officers other than our Chief Executive Officer. We also expect that the compensation committee will annually analyze our Chief Executive Officer’s performance and determine his base salary, cash performance awards and grants of long-term equity incentive awards based on its assessment of his performance with input from any independent third party consultants engaged by the compensation committee.
The total aggregate compensation paid to our executive officers was $7.9 million during the year ended December 31, 2013. In addition, total benefits in kind amounted to $0.4 million. To date, we have not provided cash compensation to directors for their services as directors or members of committees of the board of directors.
2014 Omnibus Incentive Plan
In connection with this offering, we intend to adopt the 2014 Omnibus Incentive Plan (the “2014 Incentive Plan”). The 2014 Incentive Plan will provide for grants of stock options, stock appreciation rights, restricted
 
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stock, other stock-based awards and other cash-based awards. Directors, officers and other employees of us and our subsidiaries, as well as others performing consulting or advisory services for us, will be eligible for grants under the 2014 Incentive Plan. The purpose of the 2014 Incentive Plan is to provide incentives that will attract, retain and motivate high performing officers, directors, employees and consultants by providing them with appropriate incentives and rewards either through a proprietary interest in our long-term success or compensation based on their performance in fulfilling their personal responsibilities.
 
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 PRINCIPAL AND SELLING SHAREHOLDERS
As of                     , 2014, all of our outstanding ordinary shares are held by PikCo. The following table sets forth information as of                     , 2014 regarding the beneficial ownership of our ordinary shares (1) immediately prior to and (2) upon consummation of this offering.
Beneficial ownership for the purposes of the following tables is determined in accordance with the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or has the right to acquire such powers within 60 days. Shares subject to options that are currently exercisable or exercisable within 60 days of                     , 2014 are deemed to be outstanding and beneficially owned by the person holding the options. These shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Percentage of beneficial ownership of our ordinary shares is based on (i) ordinary shares outstanding as of                     , 2014 and (ii) ordinary shares to be outstanding after the completion of this offering, assuming no exercise of the option to purchase additional ordinary shares. Except as disclosed in the footnotes to this table and subject to applicable community property laws, we believe that each shareholder identified in the table possesses sole voting and investment power over all ordinary shares shown as beneficially owned by the shareholder. Unless otherwise indicated in the table or footnotes below, the address for each beneficial owner is C/Quintanavides, n. 17-2 Planta, 28050 Las Tablas, Madrid, Spain.
As of June 15, 2014, we had no record holders of our securities in the United States.

 	  	Shares Beneficially Owned
Before this Offering	 	 	Shares Beneficially Owned
After this Offering if the
underwriters’ option is not
exercised	 	 	Shares Beneficially Owned
After this Offering if the
underwriters’ option is
exercised in full	 	
Name	  	Number of
Shares	  	Percentage	 	 	Number of
Shares	  	Percentage	 	 	Number of
Shares	  	Percentage	 	
Principal Shareholder:	  		  				 		  				 		  				
Atalaya PikCo S.C.A. (1) .	  		  	 	    	% 	 		  	 	    	% 	 		  	 	    	% 	
Executive Officers and Directors:	  		  				 		  				 		  				
Alejandro Reynal	  		  				 		  				 		  				
Mauricio Montilha	  		  				 		  				 		  				
Reyes Cerezo	  		  				 		  				 		  				
Iñaki Cebollero	  		  				 		  				 		  				
John Robson	  		  				 		  				 		  				
Michael Flodin	  		  				 		  				 		  				
Mariano Castaños	  		  				 		  				 		  				
Nelson Armbrust	  		  				 		  				 		  				
Miguel Matey	  		  				 		  				 		  				
Juan Enrique Gamé	  		  				 		  				 		  				
José María Pérez Melber	  		  				 		  				 		  				
Francisco Tosta Valim Filho (2)	  		  				 		  				 		  				
Melissa Bethell (3)	  		  				 		  				 		  				
Aurelien Vasseur (4)	  		  				 		  				 		  				
All executive officers and directors as a group (14 persons)	  		  	 	    	% 	 		  	 	    	% 	 		  	 	    	% 	

(1)	The address for Atalaya PikCo S.C.A. is Da Vinci building, 4 rue Lou Hemmer, L-1748 Luxembourg-Findel, Grand Duchy of Luxembourg.	
(2)	The address for Mr. Valim is avenue Giovanni Gronchi 4864, São Paulo SP, 05724-002.	
(3)	The address for Ms. Bethell is Devonshire House, Mayfair Place, London, W1J 8AJ, United Kingdom.	
(4)	The address for Mr. Vasseur is Da Vinci building, 4 rue Lou Hemmer, L-1748 Luxembourg-Findel, Grand Duchy of Luxembourg.	
 
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The following table sets forth information as of                     , 2014 regarding the beneficial ownership of Topco ordinary shares by:
 
 	•	 	each person or group who is known by us to own beneficially more than 5% of Topco’s outstanding ordinary shares;	
 
 	•	 	each of our directors; and	
 
 	•	 	all of our executive officers and directors as a group.	
For further information regarding material transactions between us and certain of our shareholders, see “Certain Relationships and Related Party Transactions.”

 	 	A Shares	 	 	Series 1 PECs (1)	 	 	Series 2 PECs (1)	 	 	Series 3 PECs (1)	 	
Name	 	Number
of Shares	 	Percentage
of Class	 	 	Number
of Shares	 	Percentage
of Class	 	 	Number
of Shares	 	Percentage
of Class	 	 	Number
of Shares	 	Percentage
of Class	 	
Principal Shareholders:	 		 				 		 				 		 				 		 				
Bain Capital (2)	 		 	 	    	% 	 		 	 	    	% 	 		 	 	    	% 	 		 	 	    	% 	
Executive Officers and
Directors (3) :	 		 				 		 				 		 				 		 				
Alejandro Reynal	 		 				 		 				 		 				 		 				
Mauricio Montilha	 		 				 		 				 		 				 		 				
Reyes Cerezo	 		 				 		 				 		 				 		 				
Iñaki Cebollero	 		 				 		 				 		 				 		 				
John Robson	 		 				 		 				 		 				 		 				
Michael Flodin	 		 				 		 				 		 				 		 				
Mariano Castaños	 		 				 		 				 		 				 		 				
Nelson Armbrust	 		 				 		 				 		 				 		 				
Miguel Matey	 		 				 		 				 		 				 		 				
Juan Enrique Gamé	 		 				 		 				 		 				 		 				
José María Pérez Melber	 		 				 		 				 		 				 		 				
Francisco Tosta Valim
Filho (4)	 		 				 		 				 		 				 		 				
Melissa Bethell (5)	 		 				 		 				 		 				 		 				
Aurelian Vasseur (6)	 		 				 		 				 		 				 		 				
All executive officers and directors as a group (14 persons)	 		 	 	    	% 	 		 	 	    	% 	 		 	 	    	% 	 		 	 	    	% 	

*	Indicates less than one percent.	
(1)	Represents preferred equity certificates and equivalents issued by Topco.	
(2)	Represents             A shares held by Bain Capital Fund X, L.P., a Cayman Islands exempted limited partnership (“Bain Capital Fund X”),             A shares held by BCIP Associates IV, L.P., a Cayman Islands exempted limited partnership (“BCIP IV”),             A shares held by BCIP Trust Associates IV, L.P. a Cayman Islands exempted limited partnership (“BCIP Trust IV”),             A shares held by BCIP Associates IV-B, L.P., a Cayman Islands exempted limited partnership (“BCIP IV-B”),             A shares held by BCIP Trust Associates IV-B, L.P., a Cayman Islands exempted limited partnership (“BCIP Trust IV-B”) and             A shares held by Bain Capital Europe Fund III, L.P., a Cayman Islands exempted limited partnership (“Bain Europe Fund” and, collectively with Bain Capital Fund X, BCIP IV, BCIP Trust IV, BCIP IV-B and Bain Europe Fund, the “Bain Capital Entities”). Bain Capital Partners X, L.P., a Cayman Islands exempted limited partnership (“Bain Capital Partners X”) is the general partner of Bain Capital Fund X. Bain Capital Partners Europe III, L.P., a Cayman Islands exempted limited partnership (“Bain Capital Partners Europe”) is the general partner of Bain Europe Fund. Bain Capital Investors, LLC, a Delaware limited liability company (“BCI”) is the general partner of each of Bain Capital Partners X, Bain Capital Partners Europe,	
 
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 	BCIP IV, BCIP Trust IV, BCIP IV-B and BCIP. As a result, BCI may be deemed to share beneficial ownership of the shares held by each of the Bain Capital Entities. The governance, investment strategy and decision-making process with respect to investments held by the Bain Capital Entities is directed by BCI’s Global Private Equity Board (“GPEB”), which is comprised of the following individuals: Steven Barnes, Joshua Bekenstein, John Connaughton, Paul Edgerley, Stephen Pagliuca, Michel Plantevin, Dwight Poler, Jonathan Zhu and Stephen Zide. By virtue of the relationships described in this footnote, GPEB may be deemed to exercise voting and dispositive power with respect to the shares held by the Bain Capital Entities. Each of the members of GPEB disclaims beneficial ownership of such shares to the extent attributed to such member solely by virtue of serving on GPEB. Each of the Bain Capital Entities has an address c/o Bain Capital Partners, LLC, John Hancock Tower, 200 Clarendon Street, Boston, Massachusetts 02116.	
(3)	Certain executive officers and directors own equity interests in Atalaya Management Luxco Investment SCA, an indirect shareholder of Topco, and the PEC and A Share ownership shown is equivalent ownership based on their investment in Atalaya Management Luxco Investment SCA.	
(4)	The address for Mr. Valim is avenue Giovanni Gronchi 4864, São Paulo SP, 05724-002.	
(5)	Does not include shares held by the Bain Capital Entities. Ms. Bethell is a managing director of Bain Capital and as a result may be deemed to share beneficial ownership of the shares held by the Bain Capital Entities. The address for Ms. Bethell is Devonshire House, Mayfair Place, London, W1J 8AJ, United Kingdom.	
(6)	Does not include shares held by the Bain Capital Entities. Mr. Vasseur is a corporate manager of Bain Capital and as a result may be deemed to share beneficial ownership of the shares held by the Bain Capital Entities. The address for Mr. Vasseur is Da Vinci building, 4 rue Lou Hemmer, L-1748 Luxembourg-Findel, Grand Duchy of Luxembourg.	
 
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 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Bain Capital Consulting Services Agreement and Transaction Services Agreement
On December 12, 2012, Atento Spain Holdco, S.L.U., an indirect subsidiary of the Company, entered into a consulting services agreement with an affiliate of Bain Capital pursuant to which such affiliate agreed to provide general executive, business development and other financial advisory services to us. Pursuant to the consulting services agreement, such affiliate of Bain Capital receives an annual fee equal to the greater of €5.0 million and 3.00% of the Company’s annual EBITDA, plus reimbursement for reasonable out-of-pocket expenses.
Additionally, pursuant to a transaction services agreement between Atento Spain Holdco S.L.U. and an affiliate of Bain Capital, dated as of December 12, 2012, such affiliate is to provide certain transaction-specific advisory services. Pursuant to this agreement, Atento Spain Holdco, S.L.U. paid such affiliate of Bain Capital a transaction fee of $20.3 million in December 2012 principally related to the Acquisition, and it has agreed to pay transaction fees for advice and support relating to future transactions by us (including, without limitation, any share, asset or debt purchase, capital expenditures and refinancing of existing indebtedness) equal to 1.00% of the aggregate transaction value of each such future transaction plus any reasonable out-of-pocket expenses (including fees of any accountants, attorneys or other advisors retained by Bain Capital and its affiliates) incurred in connection with the investigation, negotiation and consummation of such future transaction.
Our payment of fees to affiliates of Bain Capital in 2013 in connection with these agreements amounted to $12.1 million.
The transaction services agreement and consulting services agreements each have a one-year initial term and are thereafter subject to automatic one-year extensions unless the relevant Bain Capital affiliate provides written notice of termination at least 90 days prior to the expiration of the initial term or any extension thereof. The Bain Capital affiliates may also terminate the agreements at any time by delivering to us written notice of termination. The agreements include customary indemnities in favor of Bain Capital and its affiliates. The transaction services agreement and the consulting services agreement were amended on May 17, 2013.
We expect the transaction services agreement and consulting services agreement to terminate in connection with this offering. In connection with such termination, we will pay to affiliates of Bain Capital a termination fee of $            .
Subscription and Securityholder’s Agreements
Topco, our indirect parent company, Atalaya Luxco S.à r.l. and certain investors, including affiliates of Bain Capital and certain members of our management team, entered into certain Subscription and Securityholder’s Agreements. The Subscription and Securityholder’s Agreements provide for each investor therein to subscribe for certain securities of Topco or its affiliates, and sets forth rights and restrictions related to the securities. Among other things, the Subscription and Securityholder’s Agreements restrict the transfer of the securities by investors, other than Bain Capital, without the prior written consent of Atalaya Luxco S.à r.l. The Subscription and Securityholder’s Agreements further provide the investors with tag along rights in the event Bain Capital transfers any of its securities. The Subscription and Securityholder’s Agreements also provide Bain Capital with a drag along right that can be imposed upon the investors in the event Bain Capital proposes to transfer its securities.
In addition, the Subscription and Securityholder’s Agreements require the investors to vote for and consent to a public offering and sale of the securities approved by Atalaya Luxco S.à r.l.
Registration Rights Agreement
Prior to the consummation of this offering, we intend to enter into a registration rights agreement whereby we will grant certain registration rights to Topco and PikCo, and their affiliates and certain of their transferees,
 
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including the right, under certain circumstances and subject to certain restrictions, to require us to register under the Securities Act our ordinary shares held by them. In addition, we will commit to file as promptly as possible after receiving a request from Topco or PikCo, a shelf registration statement registering secondary sales of our ordinary shares held by Topco or PikCo. Topco or PikCo also will have the ability to exercise certain piggyback registration rights in respect of ordinary shares held by them in connection with registered offerings requested by other registration rights holders or initiated by us.
2014 Incentive Plan
In connection with this offering, we intend to adopt the 2014 Omnibus Incentive Plan (the “2014 Incentive Plan”). The 2014 Incentive Plan will provide for grants of stock options, stock appreciation rights, restricted stock, other stock-based awards and other cash-based awards. Directors, officers and other employees of us and our subsidiaries, as well as others performing consulting or advisory services for us, will be eligible for grants under the 2014 Incentive Plan. The purpose of the 2014 Incentive Plan is to provide incentives that will attract, retain and motivate high performing officers, directors, employees and consultants by providing them with appropriate incentives and rewards either through a proprietary interest in our long-term success or compensation based on their performance in fulfilling their personal responsibilities.
Management Loan
On July 18, 2013, Atento Spain Holdco 2, S.A.U., an indirect subsidiary, entered into a revolving facility agreement with Atalaya Management Luxco Investment pursuant to which Atento Spain Holdco 2, S.A.U. provide a Euro revolving loan facility in an aggregate amount equal to €3.0 million ($4.1 million) to Atalaya Management Luxco Investment for the purpose of acquiring an interest in Topco. As of December 31, 2013, the management loan had an outstanding balance of $2.4 million. The management loan matures on July 18, 2023 and accrues interest at a rate of 6% per annum. The loan was capitalized in full in April 2014 and no amounts remain outstanding.
PIK Notes due 2020
On May 30, 2014, PikCo, our parent company, issued €137.5 million and $191.5 million aggregate principal amount of PIK Notes pursuant to an indenture, dated May 30, 2014, among PikCo, as issuer, Topco, the direct holding company of PikCo, as security provider, Citibank, N.A., London Branch, as trustee, security agent and paying agent, and Citigroup Global Markets Deutschland AG, as registrar, governing the Senior PIK Toggle Notes. The PIK Notes are senior secured obligations of PikCo and are not guaranteed by any party.
The PIK Notes will mature on May 30, 2020. PikCo may decide in its sole discretion to pay all or a portion of the interest payable for any interest period in cash or in kind.
The indenture governing the Senior PIK Toggle Notes contains covenants that, among other things, restrict the ability of PikCo and certain of its subsidiaries, including us, to: incur or guarantee additional indebtedness; pay dividends or make other distributions or redeem or repurchase capital stock; issue, redeem or repurchase certain debt; issue certain preferred stock or similar equity securities; make loans and investments; sell assets; incur liens; enter into transactions with affiliates; enter into agreements restricting certain subsidiaries’ ability to pay dividends; and consolidate, merge or sell all or substantially all of its assets. These covenants are subject to a number of important exceptions and qualifications. In addition, in certain circumstances, if PikCo sells assets (including a sale of capital stock to third parties pursuant to a public equity offering or otherwise), or experiences certain changes of control, it must offer to purchase all or a portion of the Senior PIK Toggle Notes at a price equal to par plus a premium.
Limitations of Liability and Indemnification Matters
We intend to enter into indemnification agreements with each of our current directors and executive officers. These agreements will require us to indemnify these individuals to the fullest extent permitted under
 
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Luxembourg law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. We also intend to enter into indemnification agreements with our future directors and executive officers.
Policies and Procedures With Respect to Related Party Transactions
Upon the closing of this offering, we intend to adopt policies and procedures whereby our Audit Committee will be responsible for reviewing and approving related party transactions. In addition, our Code of Ethics will require that all of our employees and directors inform the Company of any material transaction or relationship that comes to their attention that could reasonably be expected to create a conflict of interest. Further, at least annually, each director and executive officer will complete a detailed questionnaire that asks questions about any business relationship that may give rise to a conflict of interest and all transactions in which we are involved and in which the executive officer, a director or a related person has a direct or indirect material interest.
 
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 DESCRIPTION OF SHARE CAPITAL
The following is a summary of some of the terms of our ordinary shares, based on our articles of association as they will become effective upon their amendment prior to the completion of this offering and the Luxembourg Corporate Law. In this section and the section entitled “Comparison of Shareholder Rights” we refer to our articles of association as amended and in effect upon the completion of this offering as our “articles of association.”
The following summary is subject to, and is qualified in its entirety by reference to, the provisions of our articles of association, the form of which has been filed as an exhibit to the registration statement of which this prospectus is a part. You may obtain copies of our articles of association as described under “Where You Can Find More Information” in this prospectus.
General
The Issuer is a Luxembourg public limited liability company ( société anonyme ). The company’s legal name is “Atento S.A.” The Issuer was incorporated on March 5, 2014 as a Luxembourg public limited liability company ( société anonyme ).
The Issuer is registered with the Luxembourg Registry of Trade and Companies under number B.185.761. The Issuer has its registered office at 4 rue Hemmer, L-1748 Luxembourg Findel, Grand Duchy of Luxembourg.
The corporate purpose of the Issuer, as stated in Article 2 of our articles of association (Purpose), may be summarized as follows: The object of the Issuer, is the holding of participations, in any form whatsoever, in Luxembourg and foreign companies and in any other form of investment, the acquisition by purchase, subscription, or in any other manner as well as the transfer by sale, exchange or otherwise of securities of any kind and the administration, management, control and development of its portfolio.
The Issuer may further guarantee, grant security, grant loans or otherwise assist the companies in which it holds a direct or indirect participation or right of any kind or which form part of the same group of companies as the Issuer.
The Issuer may raise funds especially through borrowing in any form or by issuing any kind of notes, securities or debt instruments, bonds and debentures and generally issue securities of any type.
Finally, the Issuer, may carry out any commercial, industrial, financial, real estate or intellectual property activities which it considers useful for the accomplishment of these purposes.
Share Capital
As of June 16, 2014, our issued share capital amounts to €31,000, represented by 31,000 shares with a nominal value of €1.00 per share. All issued shares were fully paid. A shareholder in a Luxembourg société anonyme holding fully paid shares is not liable, solely because of his or her or its shareholder status, for additional payments to the Company or the Company’s creditors.
Upon completion of this offering, our issued share capital will be represented by ordinary shares with a nominal value of €         each. All issued shares will be fully paid and subscribed for.
Prior to the completion of this offering, we will have an authorized share capital of €         and will be authorized to issue up to ordinary shares (subject to stock splits, consolidation of shares or like transactions) with a nominal value of €         each. Immediately after completion of this offering, the authorized share capital will be €         .
Our articles of association will authorize our board of directors to issue ordinary shares within the limits of the authorized share capital at such times and on such terms as our board or its delegates may decide for a period
 
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commencing on the date of our articles of association and ending five years after the date on which the minutes of the shareholders’ meeting approving such authorization are published in the Luxembourg official gazette Mémorial, Recueil des Sociétés et Associations (unless such period is extended, amended or renewed). Accordingly, our board will be authorized to issue ordinary shares up to the authorized share capital until such date. We currently intend to seek renewals and/or extensions as required from time to time.
Our authorized share capital will be determined by our articles of association, as amended from time to time, and may be increased, reduced or extended by amending the articles of association by approval of the requisite two-thirds majority of the votes at a quorate extraordinary general shareholders’ meeting (see “—General meeting of shareholders” and “—Amendment to the Articles of Association”).
Under Luxembourg law, our shareholders benefit from a pre-emptive subscription right on the issuance of shares for cash consideration. However, our shareholders will have, in accordance with Luxembourg law, authorized the board of directors to suppress, waive or limit any pre-emptive subscription rights of shareholders provided by law to the extent the board deems such suppression, waiver or limitation advisable for any issuance or issuances of shares within the scope of our authorized share capital. Such shares may be issued above, at or below market value but in any event not below the nominal value per ordinary share as well as by way of incorporation of available reserves (including premium).
The board of directors will have the authority to issue new shares within the limit of the Company’s authorized share capital for a period ending 5 years after the date on which the minutes of the shareholders’ meeting approving such authorization are published in the Luxembourg official gazette, unless such period is extended, amended or renewed. During such period the board of directors of the Company will be authorized to waive or limit the shareholders’ preferential subscription rights in respect of such issuance(s) of new shares. The board of directors will resolve on such shares issuance beforehand in accordance with the quorum and voting thresholds set forth in the articles of association of the company to be amended before completion of this offering. The board of directors will also resolve on the applicable procedures and timelines to which it will, or has to, subject such issuance. If the proposal of the board of directors to issue new shares exceeds the limits of our authorized share capital, the board of directors must then convene the shareholders to an extraordinary general meeting to be held in the presence of a Luxembourg notary for the purpose of increasing the issued share capital accordingly. Such meeting will be subject to the two-third majority of the votes at a quorate extraordinary general shareholders’ meeting. If the capital call proposed by the board of directors consists in an increase in the shareholders’ commitments, the board of directors must then convene the shareholders to an extraordinary general meeting to be held in the presence of a Luxembourg notary for such purpose. Such meeting will be subject to the unanimous consent of the shareholders.
Form and Transfer of Shares
Our ordinary shares are issued in registered form only and are freely transferable under Luxembourg law and our articles of association. Our board of directors may however impose transfer restrictions for shares that are registered, listed, quoted, dealt in, or that have been placed in certain jurisdictions in compliance with the requirements applicable therein. Luxembourg law does not impose any limitations on the rights of Luxembourg or non-Luxembourg residents to hold or vote our ordinary shares.
Under Luxembourg law, the ownership of registered shares is prima facie established by the inscription of the name of the shareholder and the number of shares held by him or her in the shareholders register.
Without prejudice to the conditions for transfer by book entry where shares are recorded in the shareholder register on behalf of one or more persons in the name of a depository, each transfer of shares shall be effected by written declaration of transfer to be recorded in the shareholder register, such declaration to be dated and signed by the transferor and the transferee or by their duly appointed agents. We may accept and enter into the shareholder register any transfer effected pursuant to an agreement or agreements between the transferor and the transferee, true and complete copies of which have been delivered to us.
 
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Our articles of association will provide that we may appoint registrars in different jurisdictions, each of whom may maintain a separate register for the shares entered in such register and the holders of shares shall be entered into one of the registers. Shareholders may elect to be entered into one of these registers and to transfer their shares to another register so maintained. Entries in these registers will be reflected in the shareholders’ register maintained at our registered office. At present, we have no separate shareholders’ registers other than the shareholders’ register maintained at our registered office.
In addition, our articles of association will also provide that our ordinary shares may be held through a securities settlement system or a professional depository of securities. Ordinary shares held in such manner will have the same rights and obligations as ordinary shares recorded in our shareholders’ register. Furthermore, ordinary shares held through a securities settlement system or a professional depository of securities may be transferred in accordance with customary procedures for the transfer of securities in book-entry form.
Issuance of Shares
Pursuant to the Luxembourg Corporate Law, the issuance of ordinary shares requires the amendment of our articles of association by approval of the requisite two-thirds majority of the votes at a quorate extraordinary general shareholders’ meeting (see “—General Meeting of Shareholders” and “—Amendment to the Articles of Association”). The general meeting may approve an authorized share capital and authorize the board of directors to issue ordinary shares up to the maximum amount of such authorized share capital for a maximum period of five years as from the date of publication in the Luxembourg official gazette ( Mémorial, Recueil des Sociétés et Associations ) of the minutes of the relevant general meeting. The general meeting may amend, renew or extend such authorized share capital and such authorization to the board of directors to issue shares.
Prior to the completion of this offering, we will have an authorized share capital of €         and the board of directors will be authorized to issue up to ordinary shares (subject to stock splits, consolidation of shares or like transactions) with a nominal value of €         per share. Immediately after completion of this offering, the authorized share capital will be €         . See “—Share Capital.”
Our articles of association provide that no fractional shares shall be issued.
Our ordinary shares have no conversion rights and there are no redemption or sinking fund provisions applicable to our ordinary shares.
Pre-Emptive Rights
Unless limited, waived or cancelled by our board of directors (see “—Share Capital”), holders of our ordinary shares have a pro rata pre-emptive right to subscribe for any new shares issued for cash consideration. Our articles of association will provide that pre-emptive rights can be limited, waived or cancelled by our board of directors for a period ending on in the event of an increase of the share capital by the board of directors within the limits of the authorized share capital.
Repurchase of Shares
We cannot subscribe for our own ordinary shares.
We may, however, repurchase issued ordinary shares or have another person repurchase issued ordinary shares for our account, subject to the following conditions:
 
 	•	 	prior authorization by a simple majority vote at an ordinary general meeting of shareholders, which authorization sets forth the terms and conditions of the proposed repurchase and in particular the maximum number of ordinary shares to be repurchased, the duration of the period for which the authorization is given (which may not exceed five years) and, in the case of repurchase for consideration, the minimum and maximum consideration per share;	
 
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 	•	 	the repurchase may not reduce our net assets on a non-consolidated basis to a level below the aggregate of the issued and subscribed share capital and the reserves that we must maintain pursuant to Luxembourg law or our articles of association; and	
 
 	•	 	only fully paid-up shares may be repurchased.	
Prior to the completion of this offering, the general meeting of shareholders will authorize the board of directors to repurchase up to         % of the issued share capital. The authorization will be valid for a period ending on the earlier of 5 years from             or the date of its renewal by a subsequent general meeting of shareholders. Pursuant to such authorization, the board of directors is authorized to acquire and sell ordinary shares in the Company under the conditions set forth in Article 49-2 of the Luxembourg Corporate Law. Such purchases and sales may be carried out for any authorized purpose or any purpose that is authorized by the laws and regulations in force.
The purchase price per ordinary share to be paid shall not represent more than             and shall not be less than             .
In addition, pursuant to Luxembourg law, the Issuer, may directly or indirectly repurchase ordinary shares by decision of our board of directors without the prior approval of the general meeting of shareholders if such repurchase is deemed by the board of directors to be necessary to prevent serious and imminent harm to us or if the acquisition of shares has been made in view of the distribution thereof to employees.
Capital Reduction
Our articles of association provide that our issued share capital may be reduced, subject to the approval or prior authorization of the requisite two-thirds majority of the votes at a quorate extraordinary general shareholders’ meeting (see “—Voting Rights—Extraordinary Resolutions” and “—Amendment to the Articles of Association”).
General Meeting of Shareholders
Any regularly constituted general meeting of shareholders of the Issuer, represents the entire body of shareholders of the Issuer.
Each of our ordinary shares entitles the holder thereof to attend our general meeting of shareholders, either in person or by proxy, to address the general meeting of shareholders and to exercise voting rights, subject to the provisions of our articles of association. Each ordinary share entitles the holder to one vote at a general meeting of shareholders. Our articles of association will provide that our board of directors shall adopt all other regulations and rules concerning the attendance to the general meeting, availability of access cards and proxy forms in order to enable shareholders to exercise their right to vote as it deems fit.
A shareholder may participate at any general meeting of shareholders by appointing another person (who need not be a shareholder) as his proxy, the appointment of which shall be in writing. Our articles of association will provide that our board of directors may determine a date by which we or our agents must have received duly completed proxy forms in order for such form to be taken into account at the general meeting.
When convening a general meeting of shareholders, we will publish two notices (which must be published at least eight days apart and, in the case of the second notice, at least eight days before the meeting) in the Luxembourg official gazette Mémorial, Recueil des Sociétés et Associations , and in a Luxembourg newspaper. Our articles of association will provide that if our shares are listed on a regulated market, the general meeting will also be convened in accordance with the publicity requirements of such regulated market applicable to us.
Our articles of association will provide that, in the case of shares held through the operator of a securities settlement system or depository, a holder of such shares wishing to attend a general meeting of shareholders
 
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should receive from such operator or depository a certificate certifying the number of shares recorded in the relevant account on the blocking date and certifying that the shares in the account shall be blocked until the close of the general meeting. Such certificates as well as any proxy forms should be submitted to us no later than the day preceding the fifth working day before the date of the general meeting unless our board of directors fixes a different period.
The annual ordinary general meeting of shareholders of the Issuer, is held at 10:00 a.m. (Central European Time) on the 31st of May of each year at the registered office of the Company or in any other place within the municipality of the registered office of the Issuer as notified to the shareholders. If that day is a legal or banking holiday in Luxembourg, the meeting will be held on the next following business day.
Luxembourg law provides that the board of directors is obliged to convene a general meeting of shareholders if shareholders representing, in the aggregate, 10% of the issued share capital so request in writing with an indication of the meeting agenda. In such case, the general meeting of shareholders must be held within one month of the request. If the requested general meeting of shareholders is not held within one month, shareholders representing, in the aggregate, 10% of the issued share capital may petition the competent president of the district court in Luxembourg to have a court appointee convene the meeting. Luxembourg law provides that shareholders representing, in the aggregate, 10% of the issued share capital may request that additional items be added to the agenda of a general meeting of shareholders. That request must be made by registered mail sent to the registered office of the Company at least five days before the general meeting of shareholders.
Voting Rights
Each share entitles the holder thereof to one vote at a general meeting of shareholders. Luxembourg law distinguishes ordinary resolutions and extraordinary resolutions.
Extraordinary resolutions relate to proposed amendments to the articles of association and certain other limited matters. All other resolutions are ordinary resolutions.
Ordinary Resolutions
Pursuant to our articles of association, for any ordinary resolution to be adopted at a general meeting, at which Luxembourg Corporate Law does not prescribe a quorum, a simple majority of votes validly cast on such resolution is sufficient. Abstentions are not considered “votes.”
Extraordinary Resolutions
Extraordinary resolutions are required for any of the following matters, among others: (a) an increase or decrease of the authorized or issued capital, (b) a limitation or exclusion of preemptive rights, (c) approval of a statutory merger or de-merger ( scission ), (d) dissolution and liquidation of the Issuer, and (e) any and all amendments to our articles of association. Pursuant to our articles of association, for any extraordinary resolutions to be considered at a general meeting the quorum shall be at least one half (50%) of the issued share capital of the Company unless otherwise mandatorily required by law. If the said quorum is not present, a second meeting may be convened at which Luxembourg Corporate Law does not prescribe a quorum. Any extraordinary resolution shall be adopted at a quorate general meeting (save as otherwise provided by mandatory law) by at least a two thirds (2/3) majority of the votes validly cast on such resolution; except that, at any time when a shareholder or a group of affiliated shareholders holds in the aggregate more than 50% of shares entitled to vote, such extraordinary resolution shall be adopted by a simple majority of the votes validity cast on such resolution. Abstentions are not considered “votes”.
Appointment and Removal of Directors
Members of our board of directors may be elected by ordinary resolution at a general meeting of shareholders. Our articles of association will provide that the directors shall be elected on a staggered basis, with
 
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one third (1/3) of the directors being elected each year, and each director elected for a period of three year. Any director may be removed with or without cause by resolution at a general meeting of shareholders by at least a 75% majority of the votes validity cast on such resolution; except that, at any time when a shareholder or a group of affiliated shareholders holds in the aggregate more than 50% of shares entitled to vote, such extraordinary resolution shall be adopted by a simple majority of the votes validly cast on such resolution. Pursuant to our articles of association, for any such resolutions to be considered at a general meeting the quorum shall be at least 40% of the issued share capital of the Company unless otherwise mandatorily required by law.
Our articles of association provide that in case of a vacancy the board of directors may fill such vacancy. The directors shall be eligible for re-election indefinitely.
Neither Luxembourg law nor our articles of association contain any restrictions as to the voting of our shares by non-Luxembourg residents.
Amendment to the Articles of Association
Shareholder Approval Requirements
Luxembourg law requires any amendment of the articles of association to be made by extraordinary resolution. The agenda of the general meeting of shareholders must indicate the proposed amendments to the articles of association. Pursuant to Luxembourg law and our articles of association, for an extraordinary resolution to be considered at a general meeting the quorum shall be at least one half (50%) of our issued share capital. If the said quorum is not present, a second meeting may be convened at which Luxembourg Corporate Law does not prescribe a quorum. Any extraordinary resolution shall be adopted at a quorate general meeting (as the case may be) at a two thirds (2/3) majority of the votes validly cast on such resolution, except that, at any time when a shareholder or a group of affiliated shareholders holds in the aggregate more than 50% of shares entitled to vote, such extraordinary resolution shall be adopted by a simple majority of the votes validity cast on such resolution. Abstentions are not considered “votes”.
Formalities
Any resolutions to amend our articles of association must be taken before a Luxembourg notary and such amendments must be published in accordance with Luxembourg law.
Merger and De-Merger
A merger or de-merger by absorption whereby one Luxembourg company after its dissolution without liquidation transfers to another company all of its assets and liabilities in exchange for the issuance of shares in the acquiring company to the shareholders of the company being acquired, or a merger or de-merger effected by transfer of assets to a newly incorporated company, must, in principle, be approved at a general meeting by an extraordinary resolution of the Luxembourg company, and the general meeting must be held before a notary.
Dissolution and Liquidation
In the event of our dissolution, liquidation, or winding-up the assets remaining after allowing for the payment of all liabilities of the company will be paid out to the shareholders pro rata according to their respective shareholdings. Generally the decisions to dissolve, liquidate, or wind-up require the passing of an extraordinary resolution at a general meeting of our shareholders, and such meeting must be held before a notary. Shareholders of a Luxembourg public limited liability company have their liability limited to the capital contribution in respect of the shares they subscribed and paid or committed to pay for. However, distribution of dividends by the Company may not result in a reduction of the Company’s net asset value below the amount of its capital.
 
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No Appraisal Rights
Neither Luxembourg law nor our articles of association provide for any appraisal rights of dissenting shareholders.
Dividend Distributions
Subject to Luxembourg law, if and when a dividend distribution is declared by the general meeting of shareholders or the board of directors in the case of interim dividend distributions, each ordinary share is entitled to participate equally in such distribution of funds legally available for such purposes. Pursuant to our articles of association, the general meeting of shareholders may approve a dividend distribution and the board of directors may declare an interim dividend distribution, to the extent permitted by Luxembourg law.
Declared and unpaid dividend distributions held by us for the account of the shareholders shall not bear interest. Under Luxembourg law, claims for unpaid dividend distributions will lapse in our favor five years after the date such dividend distribution was declared.
Annual Accounts
Under Luxembourg law, the board of directors must prepare unconsolidated annual accounts, i.e., an inventory of the assets and liabilities of the Issuer together with a balance sheet and a profit and loss account each year. Our board of directors must also annually prepare consolidated accounts and management reports on the unconsolidated annual accounts and consolidated accounts. The unconsolidated annual accounts, the consolidated accounts, the management report and the auditor’s reports must be available for inspection by shareholders at our registered office at least 15 calendar days prior to the date of the annual ordinary general meeting of shareholders.
The unconsolidated annual accounts and the consolidated accounts, after approval by the annual ordinary general meeting of shareholders, will be filed with the Luxembourg Registry of Trade and Companies.
Information Rights
Luxembourg law gives shareholders limited rights to inspect certain corporate records 15 calendar days prior to the date of the annual ordinary general meeting of shareholders, including the unconsolidated annual accounts with the list of directors and auditors, the consolidated accounts, the notes to the annual accounts and the consolidated accounts, a list of shareholders whose shares are not fully paid-up, the management reports and the auditor’s report.
In addition, any registered shareholder is entitled to receive a copy of the unconsolidated annual accounts, the consolidated accounts, the auditor’s reports and the management reports free of charge prior to the date of the annual ordinary general meeting of shareholders.
Under Luxembourg law, it is generally accepted that a shareholder has the right to receive responses at the shareholders’ general meeting to questions concerning items on the agenda of that general meeting of shareholders, if such responses are necessary or useful for a shareholder to make an informed decision concerning such agenda item, unless a response to such questions could be detrimental to our interests.
Board of Directors
The management of the Issuer is vested in a board of directors. Our articles of association will provide that the board must comprise at least three members.
The board meets as often as Company interests require.
 
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A majority of the members of the board present or represented at a board meeting constitutes a quorum, and resolutions are adopted by the simple majority vote of the board members present or represented. The board may also take decisions by means of resolutions in writing signed by all directors. Each director has one vote.
The general shareholders’ meeting elects directors and decides their respective terms. Under Luxembourg law, directors may be re-elected but the term of their office may not exceed 6 years. Our articles of association will provide that the directors shall be elected on a staggered basis, with one third (1/3) of the directors being elected each year. The general shareholders’ meeting may dismiss one or more directors at any time, with or without cause by an ordinary resolution. If the board has a vacancy, the remaining directors have the right to fill such vacancy on a temporary basis pursuant to the affirmative vote of a majority of the remaining directors. The term of a temporary director elected to fill a vacancy expires at the end of the term of office of the replaced director, provided, however, that the next general shareholders’ meeting shall be requested definitively to elect any temporary director.
Within the limits provided for by law, our board may delegate to one or more persons the daily management of the Company and the authority to represent the Company.
No director shall, solely as a result of being a director, be prevented from contracting with us, either with regard to his tenure in any office or place of profit or as vendor, purchaser or in any other manner whatsoever, nor shall any contract in which any director is in any way interested be liable to be voided merely on account of his position as director, nor shall any director who is so interested be liable to account to us or the shareholders for any remuneration, profit or other benefit realized by the contract by reason of the director holding that office or of the fiduciary relationship thereby established.
Any director having an interest in a transaction submitted for approval to the board may participate in the deliberations and vote thereon, unless the transaction is not in the ordinary course of the Company’s business and that conflicts with the Company’s interest, in which case the director shall be obliged to advise the board thereof and to cause a record of his statement to be included in the minutes of the meeting. He may not take part in these deliberations nor vote on such a transaction. At the next general meeting, before any other resolution is put to a vote, a special report shall be made on any transactions in which any of the directors may have had an interest that conflicts with our interest.
No shareholding qualification for directors is required.
Our articles of association will provide that directors and officers, past and present, are entitled to indemnification from us to the fullest extent permitted by Luxemburg law against liability and all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he is involved by virtue of his being or having been a director or officer and against amounts paid or incurred by him in the settlement thereof. We may purchase and maintain insurance for any director or other officer against any such liability.
No indemnification will be provided against any liability to us or our shareholders (i) by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties of a director or officer; (ii) with respect to any matter as to which any director or officer shall have been finally adjudicated to have acted in bad faith and not in the interest of the Company; or (iii) in the event of a settlement, unless approved by a court or the board of directors.
Transfer Agent and Registrar
The transfer agent and registrar for our ordinary shares is             .
 
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 COMPARISON OF SHAREHOLDER RIGHTS
We are incorporated under the laws of Luxembourg. The following discussion summarizes material differences between the rights of holders of our ordinary shares and the rights of holders of the ordinary shares of a typical corporation incorporated under the laws of the state of Delaware, which result from differences in governing documents and the laws of Luxembourg and Delaware.

Delaware	  	Luxembourg	
Board of Directors
 	
A typical certificate of incorporation and bylaws would provide that the number of directors on the board of directors will be fixed from time to time by a vote of the majority of the authorized directors. Under Delaware law, a board of directors can be divided into classes and cumulative voting in the election of directors is only permitted if expressly authorized in a corporation’s certificate of incorporation.	  	Pursuant to the Luxembourg Corporate Law, the board of directors must be composed of at least three directors. They are appointed by the general meeting of shareholders (by proposal of the board, the shareholders or a spontaneous candidacy) by a simple majority of the votes cast. Directors may be re-elected but the term of their office may not exceed six years.
 
Pursuant to our articles of association directors are elected by an ordinary resolution at a general meeting where a quorum of at least one half (50%) of the issued share capital (unless otherwise mandatorily required by Luxembourg law) and a simple majority of votes validly cast on such resolution. Abstentions are not considered “votes.”
 
Our articles of association provide that in case of a vacancy, the remaining board members may elect a director to fill the vacancy. See “—Filling Vacancies on the Board of Directors.”
 
The articles of association may provide for different classes of directors. Our articles of association will provide for different classes of directors and each director has one vote.
 
Our articles of association provide that the board may set up committees and determine their composition, powers and rules.	
	
Limitation on Personal Liability of Directors
 	
A typical certificate of incorporation provides for the elimination of personal monetary liability of directors for breach of fiduciary duties as directors to the fullest extent permissible under the laws of Delaware, except for liability (i) for any breach of a director’s loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law (relating to the liability of directors for unlawful payment of a dividend or an unlawful stock purchase or	  	The Luxembourg Corporate Law provides that directors do not assume any personal obligations for commitments of the company. Directors are liable to the company for the performance of their duties as directors and for any misconduct in the management of the company’s affairs.
 
Directors are further jointly and severally liable both to the company and to any third parties for damages resulting from violations of the law or the articles of association of the company. Directors will only be	
 
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Delaware	  	Luxembourg	
redemption) or (iv) for any transaction from which the director derived an improper personal benefit. A typical certificate of incorporation would also provide that if the Delaware General Corporation Law is amended so as to allow further elimination of, or limitations on, director liability, then the liability of directors will be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law as so amended.	  	discharged from such liability for violations to which they were not a party, provided no misconduct is attributable to them and they have reported such violations at the first general meeting after they had knowledge thereof.
 
In addition, directors may under specific circumstances also be subject to criminal liability, such as in the case of an abuse of assets.
 
Our articles of association will provide that directors and officers, past and present, are entitled to indemnification from the Company to the fullest extent permitted by Luxembourg law against liability and all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he is involved by virtue of his being or having been a director or officer and against amounts paid or incurred by him in the settlement thereof, subject to certain exceptions. See “Indemnification of Officers, Directors and Employees.”	
	
Interested Shareholders
 	
Section 203 of the Delaware General Corporation Law generally prohibits a Delaware corporation from engaging in specified corporate transactions (such as mergers, stock and asset sales, and loans) with an “interested shareholder” for three years following the time that the shareholder becomes an interested shareholder. Subject to specified exceptions, an “interested shareholder” is a person or group that owns 15% or more of the corporation’s outstanding voting stock (including any rights to acquire stock pursuant to an option, warrant, agreement, arrangement or understanding, or upon the exercise of conversion or exchange rights, and stock with respect to which the person has voting rights only), or is an affiliate or associate of the corporation and was the owner of 15% or more of the voting stock at any time within the previous three years.	  	Under Luxembourg law no restriction exists as to the transactions that a shareholder may conclude with the company. The transaction must however be in the corporate interest of the company and be made on arm’s length terms.	
		
A Delaware corporation may elect to “opt out” of, and not be governed by, Section 203 of the Delaware General Corporation Law through a provision in either its original certificate of incorporation, or an amendment to its original certificate or bylaws that was approved by majority shareholder vote. With a limited exception, this amendment would not become effective until 12 months following its adoption.	  	Not applicable.	
 
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Removal of Directors
 	
A typical certificate of incorporation and bylaws provide that, subject to the rights of holders of any preferred shares, directors may be removed at any time by the affirmative vote of the holders of at least a majority, or in some instances a supermajority, of the voting power of all of the then outstanding shares entitled to vote generally in the election of directors, voting together as a single class. A certificate of incorporation could also provide that such a right is only exercisable when a director is being removed for cause (removal of a director only for cause is the default rule in the case of a classified board).	  	Pursuant to the Luxembourg Corporate Law, directors may be removed at any time with or without cause by ordinary resolution at a general meeting of shareholders adopted by a simple majority of the votes cast on such resolution.	
	
Filling Vacancies on the Board of Directors
 	
A typical certificate of incorporation and bylaws provide that, subject to the rights of the holders of any preferred shares, any vacancy, whether arising through death, resignation, retirement, disqualification, removal, an increase in the number of directors or any other reason, may be filled by a majority vote of the remaining directors, even if such directors remaining in office constitute less than a quorum, or by the sole remaining director. Any newly elected director usually holds office for the remainder of the full term expiring at the annual meeting of shareholders at which the term of the class of directors to which the newly elected director has been elected expires.	  	Luxembourg law provides that in the event of a vacancy of a director seat, the remaining directors may, unless the articles of association of the company provide otherwise, provisionally fill such vacancy until the next annual general meeting at which the shareholders will be asked to confirm the appointment.
 
The decision to fill a vacancy must be taken at a duly convened and quorate meeting of the board of directors.
 
Our articles of association provide that vacancies for removal or otherwise may be filled on a temporary basis pursuant to the affirmative vote of a majority of the remaining directors.	
	
Amendment of Governing Documents
 	
Under the Delaware General Corporation Law, amendments to a corporation’s certificate of incorporation require the approval of shareholders holding a majority of the outstanding shares entitled to vote on the amendment. If a class vote on the amendment is required by the Delaware General Corporation Law, a majority of the outstanding stock of the class is required, unless a greater proportion is specified in the certificate of incorporation or by other provisions of the Delaware General Corporation Law. Under the Delaware General Corporation Law, the board of directors may amend bylaws if so authorized in the charter. The shareholders of a Delaware corporation also have the power to amend bylaws.	  	Under the Luxembourg Corporate Law, amendments to the articles of association of the company require an extraordinary general meeting of shareholders held in front of a public notary at which at least one half of the share capital is represented. The notice of the extraordinary general meeting shall set out the proposed amendments to the articles of association.
 
If the aforementioned quorum is not reached, a second meeting may be convened by means of notices published twice at intervals of fifteen days or less and fifteen days before the meeting in the Luxembourg official gazette ( Mémorial, Recueil des Sociétés et Associations ) and in two Luxembourg newspapers. The second meeting shall be validly constituted	
 
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	  	regardless of the proportion of the share capital represented.
 
At both meetings, resolutions will be adopted if approved by at least two-thirds of the votes cast (unless otherwise mandatorily required by Luxembourg law). Where classes of shares exist and the resolution to be adopted by the general meeting of shareholders changes the respective rights attaching to such shares, the resolution will be adopted only if the conditions as to quorum and majority set out above are fulfilled with respect to each class of shares. A change of nationality of the company as well as an increase of the commitments of its shareholders require however the unanimous consent of the shareholders (and bondholders, if any).
 
If the company has issued bonds, any amendments to the object of the company or its legal form (except in the case of a merger, de-merger or assimilated operations) require the approval of the bondholders’ general meeting.
 
Our articles of association provide that for any extraordinary resolutions to be considered at a general meeting the quorum shall be at least one half (50%) of the issued share capital of the Company. If the said quorum is not present, a second meeting may be convened at which Luxembourg Corporate Law does not prescribe a quorum. Any extraordinary resolution shall be adopted at a quorate general meeting (save as otherwise provided by mandatory law) at a two thirds (2/3) majority of the votes validly cast on such resolution, except that, at any time when a shareholder or a group of affiliated shareholders holds in the aggregate more than 50% of shares entitled to vote, such extraordinary resolution shall be adopted by a simple majority of the votes validly cast on such resolution. Abstentions are not considered “votes.”
 
In very limited circumstances the board of directors may be authorized by the shareholders to amend the articles of association, albeit always within the limits set forth by the shareholders at a duly convened shareholders’ meeting. This is the case in the context of the Company’s authorized share capital within which the board of directors is authorized to issue further shares or in the context of a share capital reduction and cancellation of shares. The board of directors is then authorized to appear in front of a notary public to record the capital increase or decrease and to amend the share capital set forth in the articles of association.	
 
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Meetings of Shareholders
 	
Annual and Special Meetings
 	
Typical bylaws provide that annual meetings of shareholders are to be held on a date and at a time fixed by the board of directors. Under the Delaware General Corporation Law, a special meeting of shareholders may be called by the board of directors or by any other person authorized to do so in the certificate of incorporation or the bylaws.	  	Pursuant to the Luxembourg Corporate Law, at least one general meeting of shareholders must be held each year on the day and at the time indicated in the articles of association of the company. The purpose of such annual general meeting is to approve the annual accounts, allocate the results, proceed to statutory appointments and grant discharge to the directors. The annual general meeting must be held within six months of the end of each financial year.
 
Our articles of association provide that our annual general meeting be held on the 31st of May each year at 10:00 a.m. CET. If that day is a legal or banking holiday, the meeting will be held on the next following business day.
 
Other meetings of shareholders may be convened.
 
Pursuant to Luxembourg law, the board of directors is obliged to convene a general meeting so that it is held within a period of one month of the receipt of a written request of shareholders representing one-tenth of the issued capital. Such request must be in writing and indicate the agenda of the meeting.	
	
Quorum Requirements
 	
Under the Delaware General Corporation Law, a corporation’s certificate of incorporation or bylaws can specify the number of shares which constitute the quorum required to conduct business at a meeting, provided that in no event shall a quorum consist of less than one-third of the shares entitled to vote at a meeting.	  	Luxembourg law distinguishes ordinary resolutions and extraordinary resolutions.
 
Extraordinary resolutions relate to proposed amendments to the articles of association and certain other limited matters. All other resolutions are ordinary resolutions.
 
Ordinary Resolutions : pursuant to Luxemburg law there is no requirement of a quorum for any ordinary resolutions to be considered at a general meeting, and such ordinary resolutions shall be adopted by a simple majority of votes validly cast on such resolution. Abstentions are not considered “votes.”
 
Extraordinary Resolutions : extraordinary resolutions are required for any of the following matters, among others: (a) an increase or decrease of the authorized or issued capital, (b) a limitation or exclusion of preemptive rights, (c) approval of a statutory merger or de-merger ( scission ), (d) dissolution and (e) an amendment of the articles of association.	
 
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	  	Pursuant to Luxembourg law for any extraordinary resolutions to be considered at a general meeting the
quorum shall generally be at least one half (50%) of the issued share capital. If the said quorum is not present, a second meeting may be convened at which Luxembourg law does not prescribe a quorum. Any extraordinary resolution shall be adopted at a quorate general meeting (save as otherwise provided by mandatory law) at a two thirds (2/3) majority of the votes validly cast on such resolution. Abstentions are not considered “votes.”
 
Our articles of association will provide that for any ordinary resolutions to be adopted at a general meeting, at which Luxembourg Corporate Law does not prescribe a quorum, a simple majority of votes validly cast on such resolution is sufficient. Abstentions are not considered “votes.”
 
Our articles of association will provide that unless otherwise mandatorily required by law for any extraordinary resolutions to be considered at a general meeting the quorum shall be at least one half (50%) of our issued share capital. If the said quorum is not present, a second meeting may be convened at which Luxembourg Corporate Law does not prescribe a quorum. Any extraordinary resolution shall be adopted at a quorate general meeting (save as otherwise provided by mandatory law) at a two thirds (2/3) majority of the votes validly cast on such resolution, except that, at any time when a shareholder or a group of affiliated shareholders holds in the aggregate more than 50% of shares entitled to vote, such extraordinary resolution shall be adopted by a simple majority of the votes validly cast on such resolution. Abstentions are not considered “votes”.	
	
Indemnification of Officers, Directors and Employees
 	
Under the Delaware General Corporation Law, subject to specified limitations in the case of derivative suits brought by a corporation’s shareholders in its name, a corporation may indemnify any person who is made a party to any third-party action, suit or proceeding on account of being a director, officer, employee or agent of the corporation (or was serving at the request of the corporation in such capacity for another corporation, partnership, joint venture, trust or other enterprise) against expenses, including attorney’s fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit or proceeding through, among other things, a	  	Pursuant to Luxembourg law on agency, agents are entitled to be reimbursed any advances or expenses made or incurred in the course of their duties, except in cases of fault or negligence on their part.
 
Luxembourg law on agency is applicable to the mandate of directors and agents of the company.
 
Our articles of association will contain indemnification provisions setting forth the scope of indemnification of our directors and officers. These provisions will allow us to indemnify directors and officers against liability (to the extent permitted by	
 
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majority vote of a quorum consisting of directors who were not parties to the suit or proceeding, if the person:
 
•       acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; and
 
•       in a criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.
 
The Delaware General Corporation Law permits indemnification by a corporation under similar circumstances for expenses (including attorneys’ fees) actually and reasonably incurred by such persons in connection with the defense or settlement of a derivative action or suit, except that no indemnification may be made in respect of any claim, issue or matter as to which the person is adjudged to be liable to the corporation unless the Delaware Court of Chancery or the court in which the action or suit was brought determines upon application that the person is fairly and reasonably entitled to indemnity for the expenses which the court deems to be proper.
 
To the extent a director, officer, employee or agent is successful in the defense of such an action, suit or proceeding, the corporation is required by the Delaware General Corporation Law to indemnify such person for actual and reasonable expenses incurred thereby. Expenses (including attorneys’ fees) incurred by such persons in defending any action, suit or proceeding may be paid in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of that person to repay the amount if it is ultimately determined that that person is not entitled to be so indemnified.	  	Luxembourg law) and expenses reasonably incurred or paid by them in connection with claims, actions, suits or proceedings in which they become involved as a party or otherwise by virtue of performing or having performed as a director or officer, and against amounts paid or incurred by them in the settlement of such claims, actions, suits or proceedings, subject to limited exceptions. See “Certain Relationships and Related Party Transactions—Limitations of Liability and Indemnification Matters” and “Description of Share Capital—Board of Directors.” The indemnification extends, among other things, to legal fees, costs and amounts paid in the context of a settlement.
 
Pursuant to Luxembourg law, a company is generally liable for any violations committed by employees in the performance of their functions except where such violations are not in any way linked to the duties of the employee.	
	
Shareholder Approval of Business Combinations
 	
Generally, under the Delaware General Corporation Law, completion of a merger, consolidation, or the sale, lease or exchange of substantially all of a corporation’s assets or dissolution requires approval by the board of directors and by a majority (unless the certificate of incorporation requires a higher percentage) of outstanding stock of the corporation entitled to vote.	  	Under Luxembourg law and our articles of association, the board of directors has the widest power to take any action necessary or useful to achieve the corporate object. The board’s powers are limited only by law and the articles of association of the Company.
 
Any type of business combination that would require an amendment to the articles of association, such as a merger, de-merger, consolidation, dissolution or voluntary liquidation, requires an extraordinary resolution of a general meeting of a shareholder.	
 
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	  	Transactions such as a sale, lease or exchange of substantial company assets require only the approval of the board of directors. Neither Luxembourg law nor our articles of association contain any provision specifically requiring the board of directors to obtain shareholder approval of the sale, lease or exchange of substantial assets of the Company.	
 
The Delaware General Corporation Law also requires a special vote of shareholders in connection with a business combination with an “interested shareholder” as defined in section 203 of the Delaware General Corporation Law. See “—Interested Shareholders” above.	  	 
Not applicable.	
	
Shareholder Action Without a Meeting
 	
Under the Delaware General Corporation Law, unless otherwise provided in a corporation’s certificate of incorporation, any action that may be taken at a meeting of shareholders may be taken without a meeting, without prior notice and without a vote if the holders of outstanding stock, having not less than the minimum number of votes that would be necessary to authorize such action, consent in writing. It is not uncommon for a corporation’s certificate of incorporation to prohibit such action.	  	A shareholder meeting must always be called if the matter to be considered requires a shareholder resolution under Luxembourg law or our articles of association.
 
Pursuant to Luxembourg law, shareholders of a public limited liability company may not take actions by written consent. All shareholder actions must be approved at an actual meeting of shareholders held before a notary public or under private seal, depending on the nature of the matter. Shareholders may vote by proxy.	
	
Shareholder Suits
 	
Under the Delaware General Corporation Law, a shareholder may bring a derivative action on behalf of the corporation to enforce the rights of the corporation. An individual also may commence a class action suit on behalf of himself or herself and other similarly situated shareholders where the requirements for maintaining a class action under the Delaware General Corporation Law have been met. A person may institute and maintain such a suit only if such person was a shareholder at the time of the transaction which is the subject of the suit or his or her shares thereafter devolved upon him or her by operation of law. Additionally, under Delaware case law, the plaintiff generally must be a shareholder not only at the time of the transaction which is the subject of the suit, but also through the duration of the derivative suit. The Delaware General Corporation Law also requires that the derivative plaintiff make a demand on the directors of the corporation to assert the corporate claim before	  	Pursuant to Luxembourg law and our articles of association, the board of directors has the widest power to take any action necessary or useful to achieve the corporate object. The board’s powers are limited only by law and the articles of association of the company.
 
Luxembourg law does not require shareholder approval before legal action may be initiated on behalf of the company. The board of directors has sole authority to decide whether to initiate legal action to enforce the company’s rights (other than, in certain circumstances, in the case of an action against board members).
 
Shareholders do not generally have authority to initiate legal action on the company’s behalf. However, the general meeting of shareholders may vote to initiate legal action against directors on	
 
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the suit may be prosecuted by the derivative plaintiff, unless such demand would be futile.	  	grounds that such directors have failed to perform their duties in accordance with the Luxembourg Corporate Law. If a director is responsible for a breach of the Luxembourg Corporate Law or of a provision of the articles of association, an action can be initiated by any third party including a shareholder having a legitimate interest. In the case of a shareholder, such interest must be different from the interest of the company.
 
Luxembourg procedural law does not recognize the concept of class actions.	
	
Dividends and Distributions; Repurchases and Redemptions
 	
The Delaware General Corporation Law permits a corporation to declare and pay dividends out of statutory surplus or, if there is no surplus, out of net profits for the fiscal year in which the dividend is declared and/or for the preceding fiscal year as long as the amount of capital of the corporation following the declaration and payment of the dividend is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets.	  	Pursuant to Luxembourg law, dividend distributions may be declared by shareholders (i) by the general meeting or (ii) by the board of directors in the case of interim dividends ( acomptes sur dividendes ).
 
Dividend distributions may be made if the following conditions are met:
 
•     except in the event of a reduction of the issued share capital, only if net assets on the closing date of the preceding fiscal year are, or following such distribution would not become, less than the sum of the issued share capital plus reserves (which may not be distributed by law or under our articles of association).
 
•     the amount of a distribution to shareholders may not exceed the sum of net profits at the end of the preceding fiscal year plus any profits carried forward and any amounts drawn from reserves which are available for that purpose, less any losses carried forward and with certain amounts to be placed in reserve in accordance with the law or our articles of association.
 
Interim dividend distributions may only be made if the following conditions are met:
 
•     interim accounts indicate sufficient funds are available for distribution.
 
•     the amount to be distributed does not exceed the total amount of net profits since the end of the preceding fiscal year for which the annual accounts have been	
 
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	  	approved, plus any profits carried forward and sums drawn from reserves available for this purpose, less losses carried forward and any sums to be placed in reserves in accordance with the law or the articles of association.
 
•     the board declares such interim distributions no later than two months after the date at which the interim accounts have been drawn up.
 
•     prior to declaring an interim distribution, the board must receive a report from the company’s auditors confirming that the conditions for an interim distribution are met.
 
The amount of distributions declared by the annual general meeting of shareholders shall include (i) the amount previously declared by the board of directors (i.e., the interim distributions for the year of which accounts are being approved), and if proposed (ii) the (new) distributions declared on the annual accounts.
 
Where interim distribution payments exceed the amount of the distribution subsequently declared at the general meeting, any such overpayment shall be deducted from the next distribution.
 
Our articles of association do permit interim distributions decided by our board of directors.	
		
Under the Delaware General Corporation Law, any corporation may purchase or redeem its own shares, except that generally it may not purchase or redeem these shares if the capital of the corporation is impaired at the time or would become impaired as a result of the redemption. A corporation may, however, purchase or redeem out of capital shares that are entitled upon any distribution of its assets to a preference over another class or series of its shares if the shares are to be retired and the capital reduced.	  	Pursuant to Luxembourg law, the company (or any party acting on its behalf) may repurchase its own shares and hold them in treasury, provided that:
 
•     the shareholders at a general meeting have previously authorized the board of directors to acquire company shares. The general meeting shall determine the terms and conditions of the proposed acquisition and in particular the maximum number of shares to be acquired, the period for which the authorization is given (which may not exceed five years) and, in the case of acquisition for value, the maximum and minimum consideration.
 
•     the acquisitions, including shares previously acquired by the company and held by it, and shares acquired by a person acting in his own name but on behalf of the company, may not have the effect of reducing the net assets below the amount of the issued share	
 
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	  	capital plus the reserves (which may not be distributed by law or under the articles of association).
 
•     the shares repurchased are fully paid-up.
 
No prior authorization by shareholders is required (i) if the acquisition is made to prevent serious and imminent harm to the company, provided that the board of directors informs the next general meeting of the reasons for and the purpose of the acquisitions made, the number and nominal values or the accounting value of the shares acquired, the proportion of the subscribed capital which they represent and the consideration paid for them; and (ii) in the case of shares acquired by either the company or by a person acting on behalf of the company with a view to redistributing the shares to the staff of the company, provided that the distribution of such shares is made within 12 months from their acquisition.
 
Luxembourg law provides for further situations in which the above conditions do not apply, including the acquisition of shares pursuant to a decision to reduce the capital of the company or the acquisition of shares issued as redeemable shares. Such acquisitions may not have the effect of reducing net assets below the aggregate of subscribed capital and reserves (which may not be distributed by law and are subject to specific provisions on reductions in capital and redeemable shares under Luxembourg law).
 
Any shares acquired in contravention of the above provisions must be re-sold within a period of one year after the acquisition or be cancelled at the expiration of the one-year period.
 
As long as shares are held in treasury, the voting rights attached thereto are suspended. Further, to the extent the treasury shares are reflected as assets on the balance sheet of the company, a non-distributable reserve of the same amount must be reflected as a liability. Our articles of association will provide that shares may be acquired in accordance with the law.	
	
Transactions with Officers or Directors
 	
Under the Delaware General Corporation Law, some contracts or transactions in which one or more of a corporation’s directors has an interest are not void or voidable because of such interest provided that some conditions, such as obtaining the required approval	  	There are no rules under Luxembourg law preventing a director from entering into contracts or transactions with the company to the extent the contract or the transaction is in the corporate interest of the company.	
 
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and fulfilling the requirements of good faith and full disclosure, are met. Under the Delaware General Corporation Law, either (a) the shareholders or the board of directors must approve in good faith any such contract or transaction after full disclosure of the material facts or (b) the contract or transaction must have been “fair” as to the corporation at the time it was approved. If board approval is sought, the contract or transaction must be approved in good faith by a majority of disinterested directors after full disclosure of material facts, even though less than a majority of a quorum.	  	The Luxembourg Corporate Law prohibits a director from participating in deliberations and voting on a transaction if (a) such director, or a third party in which such director has an interest, is a party to such transaction, and (b) the interests of such director or third-party conflict with the interests of the company. The relevant director must disclose his personal interest to the board of directors and abstain from voting. The transaction and the director’s interest therein shall be reported to the next succeeding general meeting of shareholders.
 
The articles of association of the company may require that certain transactions between a director and the company be submitted for board and/or shareholder approval. Our articles of association provide that no director shall, solely as a result of being a director of the Company, have any duty to refrain from any decision or action to enforce its rights under any agreement or contract with the Company. A director who has an interest in a transaction carried out other than in the ordinary course of business which conflicts with the interests of the Company must advise the Board accordingly and have the statement recorded in the minutes of the meeting. The director concerned may not take part in the deliberations concerning that transaction. A special report on the relevant transaction is submitted to the shareholders at the next General Meeting, before any vote on the matter.	
	
Dissenters’ Rights
 	
Under the Delaware General Corporation Law, a shareholder of a corporation participating in some types of major corporate transactions may, under varying circumstances, be entitled to appraisal rights pursuant to which the shareholder may receive cash in the amount of the fair market value of his or her shares in lieu of the consideration he or she would otherwise receive in the transaction.	  	Neither Luxembourg law nor our articles of association provide for appraisal rights.	
	
Cumulative Voting
 	
Under the Delaware General Corporation Law, a corporation may adopt in its bylaws that its directors shall be elected by cumulative voting. When directors are elected by cumulative voting, a shareholder has a number of votes equal to the number of shares held by such shareholder times the number of directors nominated for election. The shareholder may cast all of such votes for one director or among the directors in any proportion.	  	Not applicable. See “—Board of Directors.”	
 
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Anti-Takeover Measures
 	
Under the Delaware General Corporation Law, the certificate of incorporation of a corporation may give the board the right to issue new classes of preferred shares with voting, conversion, dividend distribution, and other rights to be determined by the board at the time of issuance, which could prevent a takeover attempt and thereby preclude shareholders from realizing a potential premium over the market value of their shares.
 
In addition, Delaware law does not prohibit a corporation from adopting a shareholder rights plan, or “poison pill,” which could prevent a takeover attempt and also preclude shareholders from realizing a potential premium over the market value of their shares.	  	Pursuant to Luxembourg law, it is possible to create an authorized share capital from which the board of directors is authorized by the shareholders to issue further shares and, under certain conditions, to limit, restrict or waive preferential subscription rights of existing shareholders. The rights attached to the shares issued within the authorized share capital will be equal to those attached to existing shares and set forth in the articles of association of the company.
 
The authority of the board of directors to issue additional shares is valid for a period of up to five years unless renewed by vote of the holders of at least two-thirds of the votes cast at a shareholders meeting.
 
Prior to the completion of this offering, we will have an authorized share capital of €        and will be authorized to issue up to              ordinary shares (subject to stock splits, consolidation of shares or like transactions) with a nominal value of €         each. Immediately after completion of this offering, the authorized share capital will be             .
 
Our articles of association will authorize our board of directors to issue ordinary shares within the limits of the authorized share capital at such times and on such terms as our board or its delegates may decide for a period commencing on the date of our articles of association and ending five years after the date on which the minutes of the shareholders’ meeting approving such authorization are published in the Luxembourg official gazette Mémorial, Recueil des Sociétés et Associations (unless such period is extended, amended or renewed). Accordingly, our board will be authorized to issue up to ordinary shares until such date. We currently intend to seek renewals and/or extensions as required from time to time.	
 
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 ENFORCEMENT OF CIVIL LIABILITIES
Luxembourg
We are a company organized under the laws of the Grand Duchy of Luxembourg. Most of our assets are located outside the United States. Furthermore, most of our directors and officers named in this prospectus reside outside the United States and most of their assets are located outside the United States. As a result, investors may find it difficult to effect service of process within the United States upon us or these persons or to enforce outside the United States judgments obtained against us or these persons in U.S. courts, including judgments in actions predicated upon the civil liability provisions of the U.S. federal securities laws. Likewise, it may also be difficult for an investor to enforce in U.S. courts judgments obtained against us or these persons in courts located in jurisdictions outside the United States, including actions predicated upon the civil liability provisions of the U.S. federal securities law. It may also be difficult for an investor to bring an original action in a Luxembourg or other foreign court predicated upon the civil liability provisions of the U.S. federal securities laws against us or these persons. Luxembourg law, furthermore, does not recognize a shareholder’s right to bring a derivative action on behalf of the Company.
In particular, there is doubt as to the enforceability of original actions in Luxembourg courts of civil liabilities predicated solely upon U.S. federal securities laws, and the enforceability in Luxembourg courts of judgments entered by U.S. courts predicated upon the civil liability provisions of U.S. federal securities laws will be subject to compliance with procedural and other requirements under Luxembourg law, including the condition that the judgment does not violate Luxembourg public policy. We are a Luxembourg public limited liability company (“ société anonyme ”) and it may be difficult for you to obtain or enforce judgments against us or our executive officers and directors in the United States. See “Risk Factors—Risks Related to Investment in a Luxembourg Company” for further discussion of enforcement of civil liabilities under Luxembourg law.
In addition, under Luxembourg law, directors do not assume any personal obligations for the Company’s commitments. Directors are liable to the Company for the performance of their duties as directors and for any misconduct in the management of the Company’s affairs. Directors are further jointly and severally liable both to the Company and to any third parties for damages resulting from violations of the law or our articles of association. Directors will only be discharged from such liability for violations to which they were not a party, provided no misconduct is attributable to them and they have reported such violations at the first general meeting after they had knowledge thereof. In addition, directors may under specific circumstances also be subject to criminal liability, such as in the case of an abuse of assets. A shareholder of the Company may file a claim against the Company in Luxembourg to the extent that the Luxembourg court has jurisdiction over such claim in accordance with the Luxembourg judicial code. See “Comparison of Shareholder Rights—Limitation on Personal Liability of Directors” for further discussion of liabilities relating to directors of the Company.
Further, Luxembourg law does not require shareholder approval before legal action may be initiated on behalf of the Company. The board of directors has sole authority to decide whether to initiate legal action to enforce the Company’s rights (other than, in certain circumstances, in the case of an action against board members). Shareholders do not generally have authority to initiate legal action on the Company’s behalf. However, the general meeting of shareholders may vote to initiate legal action against directors on grounds that such directors have failed to perform their duties. If a director is responsible for a breach of the law or of a provision of our articles of association, an action can be initiated by any third party including a shareholder having a legitimate interest. In the case of a shareholder, such interest must be different from the interest of the Company. Luxembourg procedural law does not recognize the concept of class actions. See “Comparison of Shareholder Rights—Shareholder Suits” for further discussion of shareholder actions.
 
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Brazil
A substantial portion of our assets and operations are located in Brazil and certain of our executive officers reside in Brazil. As a result, it may not be possible (or it may be difficult) for investors to effect service of process upon us and these persons within the United States or other jurisdictions outside Brazil or to enforce against us or them judgments predicated upon the civil liability provisions of the U.S. federal securities laws or the laws of such other jurisdictions.
We have been advised by legal counsel, that a judgment of a United States court for civil liabilities predicated upon the federal securities laws of the United States may be enforced in Brazil, subject to certain requirements described below. Our Brazilian counsel has advised that a judgment against us, our directors and officers or certain advisors named herein obtained in the United States would be enforceable in Brazil upon confirmation of that judgment by the Superior Court of Justice ( Superior de Tribunal Justiça, or STJ ). That confirmation will only occur if the U.S. judgment:
 
 	•	 	fulfills all formalities required for its enforceability under the laws of the United States;	
 
 	•	 	is issued by a court of competent jurisdiction after proper service of process on the parties, which services must comply with Brazilian law if made in Brazilor after sufficient evidence of the parties’ absence has been given, as established pursuant to applicable law;	
 
 	•	 	is not subject to appeal;	
 
 	•	 	is authenticated by a Brazilian consulate in the United States and is accompanied by a sworn translation into Portuguese; and	
 
 	•	 	does not violate Brazilian public policy, public morality, good morals or national sovereignty (as set forth in Brazilian law).	
Our Brazilian counsel has also advised us that:
 
 	•	 	civil lawsuits may be brought before Brazilian courts in connection with the prospectus based on the federal securities laws of the United States and that, subject to applicable law, Brazilian courts may enforce such liabilities in such lawsuits against us or the directors and officers and certain advisors named herein (provided that provisions of the federal securities laws of the United States do not contravene Brazilian public policy, good morals or national sovereignty and provided further that, under Brazilian law, Brazilian courts may assert jurisdiction whenever the defendant is domiciled in Brazil, the obligation has to be performed in Brazil or the subject matter under dispute originates in Brazil, considering that Brazilian courts may exercise jurisdiction over such matters or disputes pursuant to article 88 of the Brazilian Civil Procedure Code); and	
 
 	•	 	the ability of a judgment creditor or the other persons named above to satisfy a judgment by attaching certain assets of ours is limited by provisions of Brazilian bankruptcy, insolvency, liquidation, reorganization or similar laws, given that assets are located in Brazil.	
In addition, we have been further advised that a Brazilian or foreign plaintiff who resides outside Brazil or is abroad during the course of litigation in Brazil and who does not own real property in Brazil must provide a bond to guarantee the payment of the defendant’s legal fees and court expenses, except in case of collection claims based on an instrument (which do not include the notes issued hereunder), that may enforced in Brazilian courts without the previous review of its merits ( título executivo extrajudicial ) or counterclaims as established under Article 836 of the Brazilian Code of Civil Procedure (Law No. 5,869/1,973). The bond of guarantee must have a value sufficient to satisfy the payment of court fees and defendant’s attorney fees, as determined by a Brazilian judge.
The confirmation process may be time consuming and may also give rise to difficulties in enforcing the foreign judgment in Brazil. Accordingly, we cannot assure you that confirmation would be obtained, that the process described above would be conducted in a timely manner or that a Brazilian court would enforce a monetary judgment for violation of the securities laws of countries other than Brazil.
 
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Spain
Certain corporate functions and operations are located in Spain and consequently it may not be possible for an investor to bring actions under the civil liability provisions of the U.S. federal securities laws and/or enforce a judgment determining such liability.
It may not be possible for an investor to effect service of process within the United States or the notice may be considered invalid if an investors effects service of process within the United States under the civil liability provisions of the U.S. federal securities laws.
Regarding the investor’s ability to enforce a judgment of a U.S. court determining liability under the civil liability provisions of the U.S. federal securities laws, Spanish law provides that the enforcement in Spain of such a judgment is subject to obtaining recognition of such judgment ( exequatur ): (i) according to the provisions of any applicable treaty (there is currently not a bilateral treaty between the United States and Spain regarding enforcement of court judgments on these civil matters); and (ii) in the absence of any such treaty, (a) pursuant to Articles 952 and 953 of the Spanish Civil Procedural Law of 1881 (the “CPL 1881”), which establish the so called “reciprocity regime” or (b) pursuant to Article 954 of the CPL 1881, which establishes the “conditional regime.”
According to the “conditional regime,” a foreign judgment may be enforced in Spain if it meets the following conditions:
 
 	•	 	the judgment must be firm and final;	
 
 	•	 	the judgment must have been issued in the context of a personal claim where the defendant was duly notified of the proceedings against it and was given opportunity to be heard;	
 
 	•	 	the judgment must be contained in a solemn public document known as a writ of enforcement ( ejecutoria );	
 
 	•	 	the subject matter of the judgment must not be contrary to public policy or one of the matters over which Spanish courts have exclusive jurisdiction; and	
 
 	•	 	there being no inconsistency between the foreign judgment and any previous judgment rendered in Spain or any pending proceedings in Spain.	
Consequently, there are doubts as to whether a judgment of a U.S. court determining liability under the civil liability provisions of the U.S. federal securities laws may be enforced in Spain.
It should also be noted that the Capital Corporation Law of Spain limits the liability of shareholders and determines the liability of board members under specific circumstances.
Finally, it may not be possible for an investor to bring an original action in Spain under the civil liability provisions of the U.S. federal securities laws.
 
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 DESCRIPTION OF CERTAIN INDEBTEDNESS
The following is a summary of certain of our indebtedness that is currently outstanding. The following descriptions do not purport to be complete and are qualified in their entirety by reference to the agreements and related documents referred to herein, copies of which have been filed as exhibits to the registration statement of which this prospectus forms a part.
Brazilian Debentures
On November 22, 2012, Atento Brasil, S.A. (formerly BC Brazilco Participações S.A.) as the issuer (the “Brazilian Issuer”), entered into an indenture governed by Brazilian law (the “Brazilian Indenture”) for the issuance of BRL 915 million non-convertible, secured debentures due 2019 (the “Brazilian Debentures”) with Planner Trustee DTVM LTDA, as trustee (the “Brazilian Trustee”), in favor of the holders of the Brazilian Debentures.
The Brazilian Debentures were offered to the public in Brazil on a restricted-effort placement basis pursuant to a distribution agreement dated December 5, 2012 (the “Brazilian Distribution Agreement”), between Banco BTG Pactual S.A., Banco Santander (Brasil) S.A., Banco Bradesco BBI S.A. and Banco Itaú BBA S.A. (the “Joint Lead Arrangers”). The Joint Lead Arrangers acted as book-runners and underwriters for and managed the public offering of the Brazilian Debentures on a fully underwritten basis ( coordenador lider com compromisso de garantia firme de colocaçã ) in accordance with the terms of Instruction number 476 dated January 16, 2009 of the Brazilian Securities and Exchange Commission, as amended ( Comissão Nacional de Valores , or “CVM”). The Brazilian Debentures were subscribed for on or prior to December 12, 2012 by the Joint Lead Arrangers (the “Subscription Date”) and were distributed to a maximum of 20 investors, all such investors being qualified investors as defined in article 4 of CVM Instruction number 476 (“Brazilian Qualified Investors”). The Brazilian Debentures are listed for trading on the secondary market through Cetip 21 - Títulos e Valores Mobiliários (“CETIP 21”) which is administered and operated by CETIP.
The Brazilian Debentures, the Brazilian Indenture and the Brazilian Distribution Agreement are governed by and construed in accordance with the laws of Brazil. Any dispute arising out of or in connection with the Brazilian Debentures shall be settled by arbitration under the Arbitration Guidelines of the Arbitration and Mediation Center of the Brazil—Canada Chamber of Commerce. The decision of the arbitrators shall be final, binding and enforceable.
Purpose
The Brazilian Debentures were issued and offered in connection with the Acquisition and all of the net proceeds raised by the Brazilian Issuer from the offering of the Brazilian Debentures were used for payment by the Brazilian Issuer and/or its direct or indirect holding companies of a portion of the purchase price for the Acquisition and a portion of the related fees, costs and expenses and refinancing certain existing indebtedness of Atento Inversiones y Teleservicios S.A.U., and its direct or indirect subsidiaries.
Form
The Brazilian Debentures were issued as registered, book entry debentures. Title to the Brazilian Debentures shall be evidenced by the deposit statement issued by Itaú Corredora de Valores S.A. in its role as book keeping institution, provided that for any Brazilian Debentures held in custody with CETIP 21, CETIP shall issue the statement which shall include the holder’s name which shall constitute evidence of legal title to the relevant Brazilian Debentures. The Brazilian Debentures shall not be convertible into stock at any time.
 
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Price, Interest and Fees
The Brazilian Debentures shall be paid in cash in Brazilian Reais upon the subscription thereof at the face value, being a unit value of one million Reais (“Note Face Value”), plus interest payable on the Brazilian Debentures calculated on a pro rata temporis basis since the first Payment Date (the “Settlement Date”) until the respective Payment Date.
The Brazilian Debentures bear interest on the outstanding balance of the Face Value from the first Payment Date at a rate per annum equal to the average daily rate of the One Day “over extra-group”—DI—Interfinancial Deposits, based on a two hundred fifty-two business day year, (as such rate is disclosed by CETIP in the daily release available on its web page the (“DI Rate”) exponentially added by a spread of 3.70%).
Interest is paid semiannually from the date of the issue of the Brazilian Debentures, with the final interest payment being due on the Maturity Date (as defined below).
Covenants
Under the terms of the Brazilian Debentures, we and our subsidiaries are required to be in compliance on a consolidated basis with a net leverage covenant which is tested on a quarterly basis subject to certain cure rights. The leverage ratio currently applicable is 3.5:1. Starting December 31, 2014, the applicable ratio will be 3.0:1; 2.5:1 effective as of December 31, 2015; and 2.0.1 as of December 31, 2016 and thereafter. As of June 16, 2014, we were in compliance with all such covenants.
Repayment
The Brazilian Debentures contain the following amortization schedule: December 11, 2015—7.26863%; December 11, 2016—15%; December 11, 2017—18%; December 11, 2018—21%; and December 11, 2019—28%.
Prepayments
The Company may, at its sole option, at any time from, and including, the date of issuance of the Brazilian Debentures and upon prior notice, effect an early redemption of all or any portion of the outstanding balance of the Face Value of all the outstanding Brazilian Debentures together with the interest payable on the Brazilian Debentures, calculated on a pro rata basis since the first interest payment date of Brazilian Debentures, or the immediately preceding interest payment date as the case may be, to the date of redemption plus a flat premium on the Face Value of Brazilian Debentures redeemed (the “Early Redemption Premium”) equivalent to the amounts set out in the table below:

Period after Issue Date for Debentures	  	Early
Redemption
Premium	 	
Up to 12 months	  	 	0.90	% 	
After 12 months up to and including 24 months	  	 	0.80	% 	
After 24 months up to and including 36 months	  	 	0.70	% 	
After 36 months up to and including 48 months	  	 	0.60	% 	
After 48 months up to and including 60 months	  	 	0.50	% 	
After 60 months up to and including 72 months	  	 	0.40	% 	
After 72 months up to and including 84 months	  	 	0.30	% 	
Security and Guarantees
The full and punctual payment of the obligations of the Brazilian Issuer in respect of the Brazilian Debentures shall be secured by collateral in accordance with the terms of article 62, item I, of Law number 6404, dated December 15, 1976, as amended (the “Corporation Act”). Such collateral shall comprise, (i) a fiduciary
 
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lien over the shares of the Brazilian Issuer, (ii) a fiduciary lien over the shares of Atento Brasil S.A., and (iii) a fiduciary assignment of the credit rights of Atento Brasil S.A. in respect of its rights to receivables due from Telefónica in connection with the Master Services Agreement (together, the “Fiduciary Liens”).
Events of Default and undertakings
The Brazilian Indenture sets out certain events of default (subject to materiality, cure periods and other exceptions where appropriate) including, without limitation, the following:
 
 	•	 	liquidation, dissolution or extinguishment of the Brazilian Issuer or any controlled company of the Brazilian Issuer whose net revenue represents an amount equal to or in excess of 5% of the consolidated net revenue of the Brazilian Issuer and its controlled subsidiaries (“Material Controlled Company”);	
 
 	•	 	default, by the Brazilian Issuer, of any Debentures and/or to the Brazilian money obligation relating to the Brazilian Indenture;	
 
 	•	 	default by the Brazilian Issuer, of any non-monetary obligation provided for in the Brazilian Indenture and/or the Fiduciary Lien Agreements and/or under the guarantee granted by the Brazilian Issuer;	
 
 	•	 	invalidity, nullity or unenforceability of any of the Fiduciary Lien Agreements and/or the Guarantee granted by the Brazilian Issuer;	
 
 	•	 	any representation or warranty made or deemed to be made by the Brazilian Issuer that is or proves to have been incorrect or misleading in any material respect;	
 
 	•	 	acceleration of maturity of any financial debt of the Brazilian Issuer or of any Material Controlled Company following any failure to pay any amount that is due and payable;	
 
 	•	 	default of the Brazilian Issuer (or any of its controlled companies) to pay any debt or financial obligation in excess of BRL 30,000,000, including amounts in respect of any final and non-appealable court decisions or arbitration awards;	
 
 	•	 	breach of financial covenant (see “Financial covenants” below);	
 
 	•	 	insolvency;	
 
 	•	 	commencement of certain litigation;	
 
 	•	 	expropriation, confiscation or any other actions by any government authority of any jurisdiction resulting in loss by the Brazilian Issuer or by any Controlled Company of 20% or more of the Brazilian Issuer’s total assets;	
 
 	•	 	failure to comply with laws, including environmental laws and regulations;	
 
 	•	 	impounding, attachment or seizure of assets of the Brazilian Issuer or of any Controlled Company in excess of BRL 30,000,000;	
 
 	•	 	modification of certain acquisition documents and other agreements;	
 
 	•	 	a substantial change to the corporate purpose of the Brazilian Issuer or any of its Material Controlled Companies;	
 
 	•	 	disposal, amalgamation or merger or consolidation of the Brazilian Issuer with other companies;	
 
 	•	 	distribution of dividends, payment of interest on shareholder capital or other payments to the shareholders of the Brazilian Issuer in excess of the mandatory minimum distribution set forth in Brazilian law;	
 
 	•	 	the occurrence of a change of control in respect of the Brazilian Issuer;	
 
 	•	 	the creation of a lien on any assets of the Brazilian Issuer; and	
 
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 	•	 	incurrence of financial indebtedness.	
The Brazilian Indenture also contains affirmative covenants, subject to certain exceptions and including, but not limited to, covenants relating to:
 
 	•	 	maintenance of relevant authorizations, permits and licenses;	
 
 	•	 	retaining service providers necessary for the Brazilian Issuer to perform its obligations under the Brazilian Indenture;	
 
 	•	 	payment of all taxes on the Brazilian Debentures payable by the Brazilian Issuer; and	
 
 	•	 	provision of information to the information system of the CVM and to CETIP.	
The Brazilian Indenture contains certain reporting requirements, in particular an obligation to provide audited consolidated annual financial statements and consolidated quarterly financial statements prepared using Brazilian GAAP or IFRS.
Financial covenants
The Brazilian Indenture includes a financial covenant requiring the Brazilian Issuer to meet a certain ratio of consolidated total net debt to consolidated EBITDA as defined in the Brazilian Indenture, of each quarter (the “Leverage Ratio”). Compliance with this financial covenant is measured based on the Brazilian GAAP or IFRS financial statements of the Brazilian Issuer. The financial covenant may be cured up to 3 times during the life of the Brazilian Debentures if a contribution is made to the share capital of the Brazilian Issuer in an amount which when added to consolidated EBITDA would result in the Brazilian Issuer being in compliance with the Leverage Ratio (an “Equity Cure”). Any Equity Cure shall apply to consolidated EBITDA for the current testing period and for three subsequent testing periods.
Enforcement
Upon the occurrence of an Event of Default (other than an event of default for insolvency, upon the occurrence of which the Brazilian Debentures shall become immediately due and payable), the Brazilian Trustee shall call a general meeting of the holders of the Brazilian Debentures Debenture Holders (to be held within the shortest term provided for by law) at which the holders of the Brazilian Debentures representing 60% or more of the outstanding principal amount of the Brazilian Debentures may decide to accelerate the maturity of the Brazilian Debentures immediately.
Vendor Loan Note
On December 12, 2012, Midco issued the Vendor Loan Note for an aggregate principal amount of €110.0 million ($151.7 million) to an affiliate of Telefónica. The Vendor Loan Note was issued as deferred consideration for a portion of the purchase price paid by Bain Capital in connection with the Acquisition. The Vendor Loan Note will mature on December 12, 2022. Interest on the Vendor Loan Note accrues at a fixed rate of 5.00% per annum, and is payable annually in arrears. Interest on the Vendor Loan Note is payable in cash, if (i) no default (or similar event) is continuing or would arise under any of our financing documents, as defined in the agreement governing the Vendor Loan Note, as a result of such interest payment or any distribution or payment by a subsidiary to Midco to enable Midco to make the interest payment, and (ii) we are able to lawfully upstream funds to Midco. Any interest that is not payable in cash is capitalized and added to the outstanding principal amount outstanding under the Vendor Loan Note. Interest is payable in cash only to the extent that the borrower has received upstream payments from its subsidiaries in excess of the lesser of (A) the expenses incurred during such interest period in connection with our operation plus management and advisory fees paid to Bain Capital or (B) €35.0 million (increased by 3% for each subsequent interest period on a compounding basis). Additionally, following the sale of at least 66.66% of the business and assets of the Company, Midco shall be required to use the proceeds of such sale to repay the Vendor Loan Note, subject to items (i) and (ii) above.
 
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The Vendor Loan Note is expressed by its terms to be senior to any debt or equity claim of the shareholders of Midco and their affiliates, pari passu with trade payables of Midco and subordinated to any other indebtedness of Midco. The Vendor Loan Note contains certain restrictions on payments by Topco and its subsidiaries to Bain Capital and its affiliates during the term of the Vendor Loan Note that are triggered if the ratio of financial indebtedness (as defined therein) to EBITDA for Topco and its subsidiaries is greater than 2.5 to 1.0. The Vendor Loan Note does not provide for any recourse to group companies (whether in the form of guarantees, security interests or otherwise) or events of default related to operating companies or cross-default or cross acceleration provisions. The Vendor Loan Note does not contain any other financial maintenance covenants. As of June 16, 2014, we were in compliance with the terms of the Vendor Loan Note.
Midco may repay the loan, without any premium or penalty, in whole or in part, at any time prior to the maturity date, provided that such payment shall include all accrued by unpaid interest.
Contingent Value Instruments
On December 12, 2012, two of our direct subsidiaries, Atalaya Luxco 2 S.à r.l. (formerly BC Luxco 2 S.à r.l.) (“Atalaya Luxco 2”) and Atalaya Luxco 3 S.à r.l. (formerly BC Luxco 3 S.à r.l.) (“Atalaya Luxco 3”), entered into contingent value instruments (each a “CVI”) with Atento Inversiones and Venturini S.A., which are subsidiaries of Telefónica, S.A. Such CVIs together have an aggregate par value of ARS 666.8 million. The CVIs are the senior obligations of Atalaya Luxco 2 and Atalaya Luxco 3 and are subject to mandatory (partial) repayment to the extent of (i) our Argentinian subsidiaries having a balance of distributable cash in excess of the greater of (A) a certain minimum cash amount, as applicable to each Argentinian subsidiary (adjusted to take account of inflation) and (B) the amount that is necessary to be retained by our Argentinian subsidiaries in order to meet their financial obligations for such fiscal year pursuant to their business plans, (ii) a sale of all or substantially all of the shares or the assets of the Argentinian subsidiaries to non-affiliated party, (iii) sale of all or substantially all of the shares or the assets of Atento Luxco to a non-affiliated party and (iv) a distribution, payment or repayment made by any Argentinian subsidiary to Atalaya Luxco 2, S.à r.l. or Atalaya Luxco 3, S.à r.l, in respect of the securities of such Argentinian subsidiary. The CVI does not contain any other financial maintenance convents. As of June 16, 2014, we were in compliance with the terms of the CVI.
The CVIs do not accrue interest and are recognized at fair value. As of December 31, 2013, the fair value of the CVIs was $43.4 million. See Note 3(s) “Fair Value of Derivatives and CVI” to the Successor financial information for additional information. Under the terms of each CVI, Atalaya Luxco 2, S.à r.l. and Atalaya Luxco 3, S.à r.l. have the right to off-set certain amounts specified in the SPA (in the circumstances specified in the SPA) against the outstanding balance under such CVI.
The obligations of Atalaya Luxco 2, S.à r.l. and Atalaya Luxco 3, S.à r.l. under each CVI will be extinguished on the earlier of: (i) the date on which the outstanding balance under such CVI is reduced to zero (in respect of repayment of outstanding debt or reduction of the outstanding balance pursuant to the terms and conditions of the CVIs) and (ii) December 12, 2022. During the term of the CVIs, the CVI holders have preferential purchase rights in the event the Argentinian subsidiaries are sold.
The obligations under the CVIs are not guaranteed by any subsidiary other than Atalaya Luxco 2, Atalaya Luxco 3 and its Argentinian subsidiaries.
 
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Brazil BNDES Credit Facility
On February 3, 2014, Atento Brasil S.A. entered into a credit agreement with Banco Nacional de Desenvolvimento Econômico e Social—BNDES (“BNDES”) in an aggregate principal amount of BRL 300 million (the “BNDES Credit Facility”).
The total amount of the BNDES Credit Facility is divided into five tranches in the following amounts and subject to the following interest rates:

 	  	Amount of Each
Tranche	  	Interest Rate	
Tranche A	  	BRL 182,330,000.00	  	Long Term Interest Rate (Taxa de Juros de Longo Prazo—TJLP) plus 2.5% per annum	
Tranche B	  	BRL 45,583,000.00	  	SELIC Rate plus 2.5% per annum	
Tranche C	  	BRL 64,704,000.00	  	4.0% per year	
Tranche D	  	BRL 5,296,000.00	  	6.0% per year	
Tranche E	  	BRL 2,048,000.00	  	Long Term Interest Rate (Taxa de Juros de Longo Prazo—TJLP)	
Interested is paid in arrears on a quarterly basis.
The BNDES Credit Facility is to be repaid in 48 monthly installments. The first payment will be due on March 15, 2016 and the last payment will be due on February 15, 2020.
The BNDES Credit Facility contains covenants that restrict Atento Brasil S.A.’s ability to transfer, assign, charge or sell the intellectual property rights related to technology and products developed by Atento Brasil S.A. with the proceeds from the BNDES Credit Facility. As of June 16, 2014, we were in compliance with these covenants. The BNDES Credit Facility does not contain any other financial maintenance covenants.
The BNDES Credit Facility contains customary events of default including the following: (i) reduction of the number of the employees of Atento Brasil S.A., (ii) existence of an unfavorable court decision against the Company for the use of children as workforce, slavery or any environmental crimes and (iii) inclusion in the by-laws of Atento Brasil S.A. of any provision that restricts Atento Brasil S.A.’s ability to paying its obligations under the BNDES Credit Facility.
7.375% Senior Secured Notes due 2020
Atento Luxco issued $300.0 million aggregate principal amount of our Senior Secured Notes pursuant to an indenture, dated January 29, 2013, among Atento Luxco, the guarantors signatory thereto, Citibank, N.A. and Citigroup Global Markets Deutschland AG, governing the Senior Secured Notes. The Senior Secured Notes are senior secured obligations of Atento Luxco and are guaranteed on a senior secured first-priority basis by Atento Luxco and certain of its subsidiaries.
The Senior Secured Notes will mature on January 29, 2020. Interest on the Senior Secured Notes accrues at a rate of 7.375% per annum and is payable semi-annually in arrears on January 29 and July 29 of each year. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months. Prior to January 29, 2016, we may redeem up to 40% of the principal amount of the notes with the proceeds of certain equity offerings at a redemption price of 107.375% of the principal amount of the notes, together with accrued and unpaid interest, if any, to, but not including, the date of redemption. Prior to January 29, 2016, we may also redeem some or all of the Senior Secured Notes at a price equal to 100% of the principal amount of the notes redeemed plus accrued and unpaid interest, if any, plus a “make-whole” premium. We may also redeem, during any 12-month period commencing from the issue date of the Senior Secured Notes until January 29, 2016, up to 10% of the principal amount of the Senior Secured Notes at a redemption price equal to 103% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of redemption. On or after January 29, 2016, we may redeem all or a part of the Senior Secured Notes at our option, upon not less than 30
 
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nor more than 60 days’ notice, at the redemption prices (expressed as a percentage of the principal amount) set forth below, plus accrued and unpaid interest on the Senior Secured Notes to be redeemed to the applicable redemption date if redeemed during the twelve-month period beginning on January 29 of the years indicated below:

Period	  	Redemption Price	 	
2016	  	 	105.531	% 	
2017	  	 	103.688	% 	
2018	  	 	101.844	% 	
2019 and thereafter	  	 	100.000	% 	
The indenture governing the Senior Secured Notes contains covenants that, among other things, restrict the ability of Atento Luxco and certain of our subsidiaries to: incur or guarantee additional indebtedness; pay dividends or make other distributions or redeem or repurchase capital stock; issue, redeem or repurchase certain debt; issue certain preferred stock or similar equity securities; make loans and investments; sell assets; incur liens; enter into transactions with affiliates; enter into agreements restricting certain subsidiaries’ ability to pay dividends; and consolidate, merge or sell all or substantially all of our assets. These covenants are subject to a number of important exceptions and qualifications. As of June 16, 2014, we were in compliance with these covenants. There are no other financial maintenance covenants under the indenture governing the Senior Secured Notes. In addition, in certain circumstances, if Atento Luxco sells assets or experiences certain changes of control, it must offer to purchase the Senior Secured Notes.
Super Senior Revolving Credit Facility
Overview
On January 28, 2013, Atento Luxco entered into the €50.0 million ($69 million) Revolving Credit Facility with Banco Bilbao Vizcaya Argentaria, S.A., Banco Santander (México), S.A., Institutión de Banca Múltiple, Grupo Financiero Santander Mexico, Banco Santander, S.A. and BBVA Bancomer, S.A., Institutión de Banca Múltiple, Grupo Financiero BBVA Bancomer (together, the “Lenders”).
The Revolving Credit Facility allows for borrowings in Euros, Mexican Pesos and U.S. dollars and includes borrowing capacity for letters of credit and ancillary facilities (including an overdraft, current account or similar facility; a guarantee, bonding, documentary or stand-by letter of credit facility; a short term loan facility; a derivatives facility; and a foreign exchange facility). The Revolving Credit Facility matures in July 2019.
Interest rate and fees
The rate of interest under the Revolving Credit Facility is the percentage rate per annum which is the aggregate of (i) the applicable margin, (ii) EURIBOR or, in relation to any loan in a currency other than Euro, LIBOR or the applicable floating rate for Mexican Pesos and (iii) the mandatory cost (if any). The applicable margin will initially be 4.50% per annum and will be subject to a step-down based on a secured leverage ratio.
In addition to paying interest on the outstanding principal amounts under the Revolving Credit Facility, we are required to pay a commitment fee of 40% of the applicable margin per annum in respect of the Lenders unutilized commitments.
Guarantee and Security
All obligations under the Revolving Credit Facility are by the initial guarantors on the same terms as the Senior Secured Notes.
The Revolving Credit Facility is secured on a first-priority basis by a security interest in the same collateral that secures the Senior Secured Notes. However, under the terms of the security documents, the proceeds of any
 
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collection or other realization of collateral received in connection with the exercise of remedies will be applied to repay amounts due under the Revolving Credit Facility before the holders of the notes receive any such proceeds.
Certain Covenants and Events of Default
The Revolving Credit Facility contains the similar covenants as the Senior Secured Notes, which restrict, (subject to the same exceptions as those in respect of the covenants relating to the Senior Secured Notes), our and our restricted subsidiaries ability to: incur or guarantee additional indebtedness; pay dividends or make other distributions or redeem or repurchase capital stock; issue, redeem or repurchase certain debt; issue certain preferred stock or similar equity securities; make loans and investments; sell assets; incur liens; enter into transactions with affiliates; enter into agreements restricting certain subsidiaries’ ability to pay dividends; and consolidate, merge or sell all or substantially all of our assets. As of June 16, 2014, we were in compliance with these covenants.
There are no other financial maintenance covenants under the Revolving Credit Facility.
The covenants under the Revolving Credit Facility will be suspended during any period in which the notes are rated investment grade by both Moody’s and Fitch. The Revolving Credit Facility includes the same events of default as the Senior Secured Notes.
 
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 SHARES ELIGIBLE FOR FUTURE SALE
Prior to this offering, there has been no public market for our ordinary shares. Future sales of substantial amounts of our ordinary shares in the public market, or the perception that such sales may occur, could adversely affect the prevailing market price of our ordinary shares. No prediction can be made as to the effect, if any, future sales of ordinary shares, or the availability of ordinary shares for future sales, will have on the market price of our ordinary shares prevailing from time to time.
Sale of Restricted Shares
Upon completion of this offering, we will have              ordinary shares outstanding. Of these ordinary shares, the ordinary shares being sold in this offering, plus any shares sold by us or the selling shareholder upon exercise of the underwriters’ option to purchase additional shares, will be freely tradable without restriction under the Securities Act, except for any such shares which may be held or acquired by an “affiliate” of ours, as that term is defined in Rule 144 promulgated under the Securities Act, which shares will be subject to the volume limitations and other restrictions of Rule 144 described below. The remaining ordinary shares held by our existing shareholders upon completion of this offering will be “restricted securities,” as that phrase is defined in Rule 144, and may be resold only after registration under the Securities Act or pursuant to an exemption from such registration, including, among others, the exemptions provided by Rule 144 and 701 under the Securities Act, which rules are summarized below. These remaining ordinary shares held by our existing shareholders upon completion of this offering will be available for sale in the public market after the expiration of the lock-up agreements described in “Underwriting,” taking into account the provisions of Rules 144 and 701 under the Securities Act.
Rule 144
Under Rule 144, persons who became the beneficial owner of our ordinary shares prior to the completion of this offering may not sell their shares until the earlier of (1) the expiration of a six-month holding period, if we have been subject to the reporting requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) and have filed all required reports for at least 90 days prior to the date of the sale, or (2) a one-year holding period.
At the expiration of the six-month holding period, a person who was not one of our affiliates at any time during the three months preceding a sale would be entitled to sell an unlimited number of ordinary shares provided current public information about us is available, and a person who was one of our affiliates at any time during the three months preceding a sale would be entitled to sell within any three-month period only a number of ordinary shares that does not exceed the greater of either of the following:
 
 	•	 	1% of the number of our ordinary shares then outstanding, which will equal approximately              shares immediately after this offering, based on the number of our ordinary shares outstanding as of                     , 2014; or	
 
 	•	 	the average weekly trading volume of our ordinary shares on              during the four calendar weeks preceding the filing with the SEC of a notice on Form 144 with respect to the sale.	
At the expiration of the one-year holding period, a person who was not one of our affiliates at any time during the three months preceding a sale would be entitled to sell an unlimited number of our ordinary shares without restriction. A person who was one of our affiliates at any time during the three months preceding a sale would remain subject to the volume restrictions described above.
Sales under Rule 144 by our affiliates are also subject to manner of sale provisions and notice requirements and to the availability of current public information about us.
 
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Rule 701
In general, under Rule 701, any of our associates, directors, officers, consultants or advisors who purchased shares from us in connection with a compensatory stock or option plan or other written agreement before the effective date of this offering, or who purchased shares from us after that date upon the exercise of options granted before that date, are eligible to resell such shares in reliance upon Rule 144 beginning 90 days after the date of this prospectus. If such person is not an affiliate, the sale may be made subject only to the manner-of-sale restrictions of Rule 144. If such a person is an affiliate, the sale may be made under Rule 144 without compliance with its one-year minimum holding period, but subject to the other Rule 144 restrictions.
Lock-Up Agreements
We, each of our officers and directors and the selling shareholder have agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any of the ordinary shares or securities convertible into or exchangeable for, or that represent the right to receive, ordinary shares during the period from the date of the underwriting agreement to be executed by us in connection with this offering continuing through the date that is 180 days after the date of the underwriting agreement, except with the prior written consent of             . See “Underwriting.”
 
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 MATERIAL TAX CONSIDERATIONS
Material United States Federal Income Tax Considerations
Subject to the limitations and qualifications stated herein, this discussion sets forth the material U.S. federal income tax consequences to U.S. Holders (as defined below) of the purchase, ownership and disposition of the ordinary shares. The discussion is based on the U.S. Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations thereunder, published rulings and court decisions, all as currently in effect and all subject to change at any time, possibly with retroactive effect.
This discussion addresses only those persons that acquire their ordinary shares in this offering and that hold those ordinary shares as capital assets and does not address the tax consequences to any special class of holders, including without limitation, holders (directly, indirectly or constructively) of 5% or more of our shares, dealers in securities or currencies, banks, tax-exempt organizations, life insurance companies, financial institutions, broker-dealers, regulated investment companies, real estate investment trusts, traders in securities that elect the mark-to-market method of accounting for their securities holdings, persons that hold securities that are a hedge or that are hedged against currency or interest rate risks or that are part of a straddle, conversion or “integrated” transaction, U.S. expatriates, S corporations, partnerships or other entities classified as partnerships for U.S. federal income tax purposes, persons that are resident or ordinarily resident in or have a permanent establishment in a jurisdiction outside the United States, persons who acquired our ordinary shares pursuant to the exercise of any employee share option or otherwise as compensation, and U.S. Holders whose functional currency for U.S. federal income tax purposes is not the U.S. dollar. This discussion does not address the effect of the U.S. federal alternative minimum tax, or U.S. federal estate and gift tax, or any state, local or foreign tax laws on a holder of ordinary shares, nor does it address the Medicare contribution tax on net investment income.
For purposes of this discussion, a “U.S. Holder” is a beneficial owner of ordinary shares that is for U.S. federal income tax purposes: (a) an individual who is a citizen or resident of the U.S.; (b) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the U.S., any state thereof or the District of Columbia; (c) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (d) a trust (i) if a court within the U.S. can exercise primary supervision over its administration, and one or more U.S. persons have the authority to control all of the substantial decisions of that trust, or (ii) that was in existence on August 20, 1996 and validly elected under applicable Treasury Regulations to continue to be treated as a domestic trust.
If a partnership or an entity or arrangement that is treated as a partnership for U.S. federal income tax purposes holds our ordinary shares, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. Partners in partnerships that hold our ordinary shares should consult their tax advisors.
You are Urged to Consult Your Own Independent Tax Advisor Regarding the Specified U.S. Federal, State, Local and Foreign Income and Other Tax Considerations Relating to the Acquisition, Ownership and Disposition of Our Ordinary Shares.
Cash Dividends and Other Distributions
A U.S. Holder of ordinary shares generally will be required to treat distributions received with respect to such ordinary shares (including any amounts withheld pursuant to Luxembourg tax law) as dividend income to the extent of our current or accumulated earnings and profits (computed using U.S. federal income tax principles), with the excess treated as a non-taxable return of capital to the extent of the holder’s adjusted tax basis in the ordinary shares and, thereafter, as capital gain, subject to the passive foreign investment company, or “PFIC,” rules discussed below. Because we do not maintain calculations of earnings and profits under U.S. federal income tax principles, a U.S. Holder should expect to treat all cash distributions as dividends for such purposes. Dividends paid on the ordinary shares will not be eligible for the dividends received deduction allowed to U.S. corporations.
 
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With respect to certain non-corporate U.S. Holders (including individuals), dividends will be taxed at the lower capital gains rate applicable to “qualified dividend income,” provided that (1) our ordinary shares are readily tradable on an established securities market in the United States, (2) we are neither a PFIC (as defined below) nor treated as such with respect to the U.S. Holder for the taxable year in which the dividend is paid and the preceding taxable year, and (3) certain holding period requirements are met. Under U.S. Internal Revenue Service authority, common or ordinary shares generally are considered to be readily tradable on an established securities market in the United States for purposes of clause (1) above if they are listed on the New York Stock Exchange, as our ordinary shares are expected to be. A U.S. Holder should consult its tax advisor regarding the availability of the lower tax rate applicable to qualified dividend income for any dividends we pay with respect to our ordinary shares, as well as the effect of any change in applicable law after the date of this prospectus.
Distributions paid in a currency other than U.S. dollars will be included in a U.S. Holder’s gross income in a U.S. dollar amount based on the spot exchange rate in effect on the date of actual or constructive receipt, whether or not the payment is converted into U.S. dollars at that time. The U.S. Holder will have a tax basis in such currency equal to such U.S. dollar amount, and any gain or loss recognized upon a subsequent sale or conversion of the foreign currency for a different U.S. dollar amount will be U.S. source ordinary income or loss. If the dividend is converted into U.S. dollars on the date of receipt, a U.S. Holder generally should not be required to recognize foreign currency gain or loss in respect of the dividend income.
A U.S. Holder who pays (whether directly or through withholding) Luxembourg income tax with respect to dividends paid on our ordinary shares generally will be entitled to receive either a deduction or a foreign tax credit for such Luxembourg income tax paid. Complex limitations apply to the foreign tax credit, including the general limitation that the credit cannot exceed the proportionate share of a U.S. Holder’s U.S. federal income tax liability that such U.S. Holder’s “foreign source” taxable income bears to such U.S. Holder’s worldwide taxable income. In applying this limitation, a U.S. Holder’s various items of income and deduction must be classified, under complex rules, as either “foreign source” or “U.S. source.” In addition, this limitation is calculated separately with respect to specific categories of income. Dividends paid by us generally will constitute “foreign source” income and generally will be categorized as “passive category income.” Because the foreign tax credit rules are complex, each U.S. Holder should consult its own tax advisor regarding the foreign tax credit rules.
Sale or Disposition of Ordinary Shares
A U.S. Holder generally will recognize gain or loss on the taxable sale or exchange of the ordinary shares in an amount equal to the difference between the U.S. dollar amount realized on such sale or exchange (determined in the case of shares sold or exchanged for currencies other than U.S. dollars by reference to the spot exchange rate in effect on the date of the sale or exchange or, if the ordinary shares sold or exchanged are traded on an established securities market and the U.S. Holder is a cash basis taxpayer or an electing accrual basis taxpayer, the spot exchange rate in effect on the settlement date) and the U.S. Holder’s adjusted tax basis in the ordinary shares determined in U.S. dollars. The initial tax basis of the ordinary shares to a U.S. Holder will be the U.S. Holder’s U.S. dollar purchase price for the shares (determined by reference to the spot exchange rate in effect on the date of the purchase, or if the shares purchased are traded on an established securities market and the U.S. Holder is a cash basis taxpayer or an electing accrual basis taxpayer, the spot exchange rate in effect on the settlement date).
Subject to the PFIC rules discussed below, any such gain or loss generally will be U.S. source gain or loss for U.S. foreign tax credit purposes and will be treated as long-term capital gain or loss if the U.S. Holder’s holding period in our ordinary shares exceeds one year. Non-corporate U.S. Holders (including individuals) generally will be subject to U.S. federal income tax on long-term capital gain at preferential rates. The deductibility of capital losses is subject to significant limitations.
 
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Potential Application of Passive Foreign Investment Company Provisions
We do not currently expect to be treated as a PFIC for U.S. federal income tax purposes with respect to our taxable year ending December 31, 2013. Our actual PFIC status for the current taxable year will not be determinable until the close of such year, and, accordingly, there is no guarantee that we will not be a PFIC for the current taxable year. A non-U.S. corporation is considered to be a PFIC for any taxable year if either:
 
 	•	 	at least 75% of its gross income is passive income (the “income test”); or	
 
 	•	 	at least 50% of the value of its assets (based on an average of the quarterly values of the assets during a taxable year) is attributable to assets that produce or are held for the production of passive income (the “asset test”).	
Given the types of assets owned by us and our subsidiaries and the type of income earned by us and our subsidiaries, we will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, 25% or more (by value) of the corporation’s stock. Subject to various exceptions, passive income generally includes dividends, interest, rents, royalties and gains from the disposition of assets that produce or are held for the production of passive income.
We must make a separate determination each year as to whether we are a PFIC. As a result, our PFIC status may change. If we are a PFIC for any taxable year during which a U.S. Holder holds ordinary shares, we generally will continue to be treated as a PFIC for all succeeding years during which a U.S. Holder holds the ordinary shares. However, if we cease to be a PFIC, a U.S. Holder may avoid some of the adverse effects of the PFIC regime thereafter by making a “deemed sale” election with respect to the ordinary shares, as applicable.
If we are or become a PFIC in a taxable year in which we pay a dividend or the prior taxable year, the reduced “qualified dividend income” rate discussed above with respect to dividends paid to non-corporate holders would not apply. In addition, if we are a PFIC for any taxable year during which a U.S. Holder holds ordinary shares, the U.S. Holder will be subject to special tax rules with respect to any “excess distribution” that the U.S. Holder receives and any gain the U.S. Holder realizes from a sale or other disposition (including a pledge or a deemed disposition) of the ordinary shares, unless the U.S. Holder makes a “mark-to-market” election as discussed below. Distributions the U.S. Holder receives in a taxable year that are greater than 125% of the average annual distributions the U.S. Holder received during the shorter of the three preceding taxable years or the U.S. Holder’s holding period for the ordinary shares will be treated as an excess distribution. Under these special tax rules:
 
 	•	 	the excess distribution or gain from a sale or other disposition will be allocated ratably over the U.S. Holder’s holding period for the ordinary shares;	
 
 	•	 	the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which the Company became a PFIC, will be treated as ordinary income; and	
 
 	•	 	the amount allocated to each other year will be subject to the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.	
The tax liability for amounts allocated to years prior to the year of disposition or “excess distribution” cannot be offset by any net operating losses for such years, and gains (but not losses) realized on the sale of the ordinary shares cannot be treated as capital, even if you hold the ordinary shares as capital assets. Special foreign tax credit rules apply with respect to excess distributions. Please consult your own tax advisor with respect to such rules.
We do not intend to prepare or provide the information that would enable you to make a “qualified electing fund” election, which, if available, would result in tax treatment different from the general tax treatment for PFICs described above.
 
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Alternatively, a U.S. Holder of “marketable stock” (as defined below) of a PFIC may make a mark-to-market election with respect to such stock to elect out of the tax treatment discussed above. If a U.S. Holder makes a valid mark-to-market election for the ordinary shares the U.S. Holder will include in income each year an amount equal to the excess, if any, of the fair market value of the ordinary shares as of the close of the U.S. Holder’s taxable year over the U.S. Holder’s adjusted basis in such ordinary shares. A U.S. Holder is allowed a deduction for the excess, if any, of the adjusted basis of the ordinary shares over their fair market value as of the close of the taxable year. However, deductions are allowable only to the extent of any net mark-to-market gains on the ordinary shares included in your income for prior taxable years. Amounts included in the U.S. Holder’s income under a mark-to-market election, as well as gain on the actual sale or other disposition of the ordinary shares, are treated as ordinary income. Ordinary loss treatment also applies to the deductible portion of any mark-to-market loss on the ordinary shares, as well as to any loss realized on the actual sale or disposition of the ordinary shares, to the extent that the amount of such loss does not exceed the net mark-to-market gains previously included for such ordinary shares. The U.S. Holder’s basis in the ordinary shares will be adjusted to reflect any such income or loss amounts. If a U.S. Holder makes such an election, the tax rules that apply to distributions by corporations that are not PFICs would apply to distributions by us, except that the reduced “qualified dividend income” rate discussed above under “—Cash Dividends and Other Distributions” would not apply.
The mark-to-market election is available only for “marketable stock,” which is stock that is traded in other than de minimis quantities on at least 15 days during each calendar quarter (“regularly traded”) on a qualified exchange or other market, as defined in applicable U.S. Treasury regulations. We expect that our ordinary shares will be listed on the New York Stock Exchange, which is a qualified exchange for these purposes. Special rules apply in determining whether stock of PFIC is regularly traded in the context of an initial public offering. In addition, any mark-to-market election with respect to our ordinary shares will not apply to any PFIC subsidiary that we own. Accordingly, any direct or indirect disposition of the stock of, or any distribution by, a PFIC subsidiary will be subject to tax under the general PFIC rules described above. Please consult your own tax advisor with respect to such rules.
If you own our ordinary shares during any taxable year that we are a PFIC, you must file an annual report with the IRS. You are urged to consult your tax advisor concerning the U.S. federal income tax consequences of purchasing, holding, and disposing of our ordinary shares if we are or become a PFIC, including the possibility of making a mark-to-market election.
U.S. Information Reporting and Backup Withholding
Dividend payments with respect to our ordinary shares and proceeds from the sale, exchange or redemption of our ordinary shares may be subject to information reporting to the U.S. Internal Revenue Service and possible U.S. backup withholding. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes any other required certification or who is otherwise exempt from backup withholding. U.S. Holders who are required to establish their exempt status may be required to provide such certification on U.S. Internal Revenue Service Form W-9. U.S. Holders should consult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules.
Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder’s U.S. federal income tax liability, and such holder may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the U.S. Internal Revenue Service and furnishing any required information.
Information With Respect to Foreign Financial Assets
Certain U.S. Holders who are individuals and certain entities may be required to report information relating to our ordinary shares, subject to certain exceptions (including an exception for ordinary shares held in accounts maintained by certain U.S. financial institutions). U.S. Holders should consult their tax advisors regarding their reporting obligations with respect to their ownership and disposition of our ordinary shares.
 
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THE ABOVE DISCUSSION DOES NOT COVER ALL TAX MATTERS THAT MAY BE OF IMPORTANCE TO A PARTICULAR INVESTOR. YOU ARE STRONGLY URGED TO CONSULT YOUR OWN TAX ADVISOR ABOUT THE TAX CONSEQUENCES TO YOU OF AN INVESTMENT IN THE ORDINARY SHARES.
Luxembourg Tax Considerations
Tax Regime Applicable to Capital Gains Realized Upon Disposal of Shares
The following is a summary discussion of the material Luxembourg tax considerations of the acquisition, ownership and disposition of your ordinary shares that may be applicable to you if you acquire our ordinary shares.
It is not intended to be, nor should it be construed to be, legal or tax advice. This discussion is based on Luxembourg laws and regulations as they stand on the date of this prospectus and is subject to any change in law or regulations or changes in interpretation or application thereof (and which may possibly have a retroactive effect). Prospective investors should therefore consult their own professional advisers as to the effects of state, local or foreign laws and regulations, including Luxembourg tax law and regulations, to which they may be subject.
As used herein, a “Luxembourg individual” means an individual resident in Luxembourg who is subject to personal income tax (impôt sur le revenu) on his or her worldwide income from Luxembourg or foreign sources, and a “Luxembourg corporate holder” means a company (that is, a fully taxable collectivité within the meaning of Article 159 of the Luxembourg Income Tax Law) resident in Luxembourg subject to corporate income tax (impôt sur le revenu des collectivités) on its worldwide income from Luxembourg or foreign sources. For purposes of this summary, Luxembourg individuals and Luxembourg corporate holders are collectively referred to as “Luxembourg Holders.” A “non-Luxembourg Holder” means any investor in shares of the Company other than a Luxembourg Holder.
Luxembourg Holders
Luxembourg individual holders. For Luxembourg individuals holding (together, directly or indirectly, with his or her spouse or civil partner or underage children) 10% or less of the share capital of the Company, capital gains will only be taxable if they are realized on a sale of shares, which takes place before their acquisition or within the first six months following their acquisition. The capital gain or liquidation proceeds will be taxed at progressive income tax rates (ranging from 0 to 43.6% in 2014).
For Luxembourg individuals holding (together with his/her spouse or civil partner and underage children) directly or indirectly more than 10% of the capital of the Company, capital gains will be taxable at a special rate, if the disposal or liquidation takes place:
 
 	•	 	within six months from the acquisition, the capital gain or liquidation proceeds will be taxed at progressive income tax rates (currently ranging from 0 to 43.6%).	
 
 	•	 	after six months and the shareholding exceeds 10% of the nominal paid up corporate capital, the capital gain or the liquidation proceeds will be taxed at a reduced tax rate (i.e. half of the investor’s global tax rate). An allowance of €50,000 (doubled for taxpayers filing jointly), available during a ten-year period, is applicable.	
Luxembourg corporate holders. Capital gains realized upon the disposal of shares by a Luxembourg corporate holder will in principle be subject to corporate income tax and municipal business tax. The combined applicable rate (including an unemployment fund contribution) is 29.22% for the fiscal year ending 2014 for a Luxembourg corporate holder established in Luxembourg-City. An exemption from such taxes may be available
 
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to the Luxembourg corporate holder pursuant to article 166 of the Luxembourg Income Tax law subject to the fulfillment of the conditions set forth therein. The scope of the capital gains exemption may be limited in the cases provided by the Grand Ducal Decree of December 21, 2001.
Luxembourg exempt holders . Luxembourg resident corporate holders which are companies benefiting from a special tax regime (such as (i) undertakings for collective investments governed by the amended law of 17 December 2010 (ii) specialized investment funds governed by the amended law of 13 February 2007, (iii) family wealth management companies governed by the amended law of 11 May 2007) are tax exempt entities in Luxembourg, and are thus not subject to any Luxembourg income tax.
Non-Luxembourg Holders
An individual non-Luxembourg Holder of shares (who has no permanent establishment or permanent representative in Luxembourg to which the shares would be attributable) will only be subject to Luxembourg taxation on capital gains arising upon disposal of such shares if such holder has (together with his or her spouse or civil partner and underage children) directly or indirectly held more than 10% of the capital of the Company, at any time during the five years preceding the disposal, and either (i) such holder has been a resident of Luxembourg for tax purposes for at least 15 years and has become a non-resident within the five years preceding the realization of the gain, subject to any applicable tax treaty, or (ii) the disposal of shares occurs within six months from their acquisition (or prior to their actual acquisition), subject to any applicable tax treaty. If we and a U.S. relevant holder are eligible for the benefits of the Convention Between the Government of the Grand Duchy of Luxembourg and the Government of the United States for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital (the “Luxembourg-U.S. Treaty”), such U.S. relevant holder generally should not be subject to Luxembourg tax on the gain from the disposal of such shares unless such gain is attributable to a permanent establishment of such U.S. relevant holder in Luxembourg. Subject to any restrictions imposed by the substantially and regularly traded clause in the limitation on benefits article of the Luxembourg-U.S. treaty, we expect to be eligible for the benefits of the Luxembourg-U.S. Treaty.
A corporate non-Luxembourg Holder (that is, a collectivité within the meaning of Article 159 of the Luxembourg Income Tax Law), which has a permanent establishment or a permanent representative in Luxembourg to which shares would be attributable, will bear corporate income tax and municipal business tax on a gain realized on a disposal of such shares as set forth above for a Luxembourg corporate holder. However, gains realized on the sale of the shares may benefit from the full exemption provided for by Article 166 of the Luxembourg Income Tax Law and by the Grand Ducal Decree of December 21, 2001 subject in each case to fulfillment of the conditions set out therein.
A corporate non-Luxembourg Holder, which has no permanent establishment or permanent representative in Luxembourg to which the shares would be attributable will not be subject to any Luxembourg tax on a gain realized on a disposal of such shares unless such holder holds, directly or through tax transparent entities, more than 10% of the share capital of the Company, and the disposal of shares occurs within six months from their acquisition (or prior to their actual acquisition), subject to any applicable tax treaty. If we and a U.S. corporate holder without a permanent establishment in Luxembourg are eligible for the benefits of the Luxembourg-U.S. Treaty, such U.S. corporate holder generally should not be subject to Luxembourg tax on the gain from the disposal of such shares.
Tax Regime Applicable to Distributions
Withholding Tax . Dividend distributions by the Company are subject to a withholding tax of 15%. Distributions by the Company sourced from a reduction of capital as defined in Article 97 (3) of the Luxembourg Income Tax Law including, among others, share premium should not be subject to withholding tax provided no newly accumulated fiscal profits, or profit reserves carried forward are recognized by the Company on a standalone basis. We or the applicable paying agent will withhold on a distribution if required by applicable law.
 
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Where a withholding needs to be applied, the rate of the withholding tax may be reduced pursuant to the double tax treaty existing between Luxembourg and the country of residence of the relevant holder, subject to the fulfillment of the conditions set forth therein. If we and a U.S. relevant holder are eligible for the benefits of the Luxembourg-U.S. Treaty, the rate of withholding on distributions generally is 15% or 5% if the U.S. relevant holder is a beneficial owner that owns at least 10% of our voting stock.
No withholding tax applies if the distribution is made to (i) a Luxembourg resident corporate holder (that is, a fully taxable collectivité within the meaning of Article 159 of the Luxembourg Income Tax Law), (ii) a corporation which is resident of a Member State of the European Union and is referred to by article 2 of the Council Directive of July 23, 1990 concerning the common fiscal regime applicable to parent and subsidiary companies of different member states (90/435/EEC), (iii) a corporation or a cooperative resident in Norway, Iceland or Liechtenstein and subject to a tax comparable to corporate income tax as provided by Luxembourg Income Tax Law, (iv) a corporation resident in Switzerland which is subject to corporate income tax in Switzerland without benefiting from an exemption, (v) a corporation subject to a tax comparable to corporate income tax as provided by Luxembourg Income Tax Law which is resident in a country that has concluded a tax treaty with Luxembourg and (vi) a Luxembourg permanent establishment of one of the above-mentioned categories, provided each time that at the date of payment, the holder has held or commits itself to continue to hold directly or through a tax transparent vehicle, during an uninterrupted period of at least twelve months, shares representing at least 10% of the share capital of the Company or which had an acquisition price of at least €1,200,000.
Non-Luxembourg Holders
Non-Luxembourg holders of the shares who have neither a permanent establishment nor a permanent representative in Luxembourg to which the shares would be attributable are not liable for any Luxembourg tax on dividends paid on the shares, other than a potential withholding tax as described above.
Net Wealth Tax
Luxembourg Holders . Luxembourg net wealth tax will not be levied on a Luxembourg Holder with respect to the shares held unless the Luxembourg Holder is an entity subject to net wealth tax in Luxembourg.
Net wealth tax is levied annually at the rate of 0.5% on the net wealth of enterprises resident in Luxembourg, as determined for net wealth tax purposes. The shares may be exempt from net wealth tax subject to the conditions set forth by Article 60 of the Law of October 16, 1934 on the valuation of assets (Bewertungsgesetz), as amended.
Non-Luxembourg Holders
Luxembourg net wealth tax will not be levied on a non-Luxembourg Holder with respect to the shares held unless the shares are attributable to an enterprise or part thereof which is carried on through a permanent establishment or a permanent representative in Luxembourg.
Stamp and Registration Taxes
No registration tax or stamp duty will be payable by a holder of shares in Luxembourg solely upon the disposal of shares or by sale or exchange.
Material Brazilian Tax Considerations
The following summary describes the material Brazilian tax considerations relating to an investment in ordinary shares by holders resident in Brazil. This summary is not meant to be a comprehensive and complete description of all Brazilian tax considerations that may be relevant for Brazilian resident holders.
 
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This summary is based on Brazilian laws and regulations currently in force and as applied on the date of this prospectus, which are subject to change, possibly with retroactive effect. Prospective holders of ordinary shares should consult their own tax advisors to determine the Brazilian tax consequences to them of acquiring, holding and disposing of ordinary shares.
Dividends and Capital Gains
The foreign source dividends paid in connection with the ordinary shares to individuals resident in Brazil are taxed at progressive rates of up to 27.5% and must be paid by the beneficiary through the “Carnê-Leão” system, a form of collection by which the individual calculates and pays the income tax levied on earnings obtained from foreign sources. Such taxation is an advance payment of the individual income tax, which is annually ascertained by the beneficiary in his/her income tax return.
Capital gains derived from the disposal of the ordinary shares by individuals resident in Brazil are taxed at a rate of 15% on the excess of the sales price over the acquisition cost of such shares, except for capital gains arising from disposals which selling price does not exceed the amount of R$35,000.00, which are exempt from taxation. The taxation is final and cannot be deducted from the income tax due by the beneficiary at the end of the year. The capital gains tax should be calculated and paid by the participant beneficiary until the last business day of the month following that when the taxable event took place.
The methodology to compute the capital gains related to the ordinary shares varies according to whether the income out of which the shares acquired by the participant was originally earned: (i) in Brazilian Reais (R$), (ii) in foreign currency, or (iii) partially in R$ and partially in foreign currency.
 
 	(i)	If the ordinary shares are acquired with income originally earned in R$, the capital gain will correspond to the positive difference between the sales price, converted into R$, and the amount originally invested, also converted into R$. Specific rules apply as to the exchange rates to be used for the conversion;	
 
 	(ii)	If the ordinary shares are acquired with income originally earned in foreign currency, the capital gain will correspond to the positive difference, in U.S. Dollars, between the sales price and the amount originally invested in foreign currency. This difference must be converted into R$ by means of the use of the quotation for the purchase of U.S. Dollars released by the Brazilian Central Bank for the date of receipt of the funds abroad. Therefore, any exchange currency fluctuation on the acquisition cost will not have any effect on the computation of the gain; and,	
 
 	(iii)	If the ordinary shares are acquired with income originally earned partially in R$ and partially in foreign currency in the ascertainment of capital gains, the amount resulting from the sale and the amount originally invested must be compared in accordance with the rules previously mentioned, proportionally to the percentage invested with income originally earned in R$ and originally earned in foreign currency.	
If the holder is an entity, the dividends paid in connection with or capital gains derived from the disposal of the ordinary shares will be included in the holder’s taxable income for income tax purposes. Such an addition could result in taxation of such distributions at a rate of 34% (combined rate of the corporate income tax—IRPJ and social contribution on net income—CSLL), except for financial institutions which are subject to an increased rate of 40%, unless the entity has net operating losses in an amount which would be sufficient to offset the increase in the taxable basis represented by the capital gains.
Taxes Paid Abroad
To the extent that there is a convention for the avoidance of double taxation or there is reciprocity in treatment, both Brazilian individuals and legal entities are allowed to recognize a foreign tax credit with respect
 
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to foreign taxes paid on dividends and capital gains. Such foreign tax credit can be used to offset the Brazilian tax liability on such dividends and capital gains up to the limit of the taxes due as per the Brazilian tax laws and regulations.
Other Taxes
Brazilian law imposes a tax on foreign exchange transactions (IOF FX Tax) due on the conversion of Reais into foreign currency and vice versa. The current applicable rate for almost all foreign exchange transactions, including the foreign exchange transactions related to (i) the remittance of the purchase price to acquire the ordinary shares, and (ii) the repatriation of the funds related to the ordinary shares (both inflow of dividends and/or sales price) is 0.38%. The Brazilian government may increase at any time the rate of the IOF FX Tax to a maximum rate of 25.0% of the amount of the foreign exchange transaction, but such increase would apply only to future transactions.
Material Spanish Tax Considerations
The following summary describes the material Spanish tax considerations relating to an investment in ordinary shares by holders residents in Spain. This summary does not purport to be a comprehensive discussion of all Spanish tax considerations that may be relevant to a holder tax resident in Spain. In particular, this summary does not consider any specific facts or circumstances that may apply to a particular investor. Accordingly, it refers only to the general Spanish regulations, without addressing the specific regulations that may apply, for instance, depending on the particular autonomous region or autonomous city within Spain where the investor is resident for tax purposes.
This summary is based on Spanish laws and regulations currently in force and as applied on the date of this prospectus, which may be subject to changes. Prospective Spanish holders of ordinary shares should consult their own tax advisors to determine the tax consequences to them of acquiring, holding and disposing of ordinary shares.
For the purpose of the material Spanish tax consequences described herein, it is assumed that a prospective holder of ordinary shares will hold, either directly or indirectly, less than 5% of the share capital in the Company, and that such holder is not subject to any special tax regime. Also, in the case of Spanish corporate holders (“Corporate Holders”), it is assumed that the financial year of Corporate Holders has started after 31 December 2013.
Income Tax
Assuming that ordinary shares would be characterized as shares in a corporation for Spanish tax purposes, the following tax regime would apply to tax residents in Spain:
 
 	•	 	Cash dividends or equivalent cash distributions paid by the Company to Corporate Holders, and duly recognized for accounting purposes in the P&L account, shall be included in the aggregate taxable income of such holders, subject to Corporate Income Tax (“CIT”) currently at a 30% flat rate.	
If those dividends were subject to US withholding tax, Corporate Holders would be allowed to deduct from their annual CIT liability the lower of (i) the actual amount paid at source due to a tax of identical or analogous nature to CIT or to Spanish Non–Resident Income Tax (“NRIT”), which shall not exceed the maximum amount allowed to be taxed in the United States under the US-Spain Tax Treaty or (ii) the amount of tax effectively due in Spain on said dividends.
 
 	•	 	Cash dividends or equivalent cash distributions paid by the Company to Spanish tax resident individuals holding ordinary shares (“Individual Holders”) would be subject to Individual Income Tax (“IIT”) as “investment income”, at a tax scale ranging from 21% (for annual total “investment income” obtained by the Individual Holder up to €6,000), 25% (for annual total “investment income” obtained	
 
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 	by the Individual Holder between €6,000 and €24,000), to 27% (for annual total “investment income” obtained by the Individual Holder in excess of €24,000). Dividends received may be exempt up to €1,500 annually, provided that certain conditions apply.	
If those dividends were subject to withholding tax in the US, Individual Holders would be allowed to deduct from their annual IIT liability the lower of (i) the actual amount paid at source due to a tax of identical or analogous nature to IIT or to NRIT, which shall not exceed the maximum amount allowed to be taxed in the United States under the US-Spain Tax Treaty; or (ii) the amount of tax effectively due in Spain on said dividends.
If dividends were paid through a Spanish paying agent, such agent must deduct from such dividend payments a 21% withholding tax as prepayment of the Spanish Individual Holders’ IIT liability.
 
 	•	 	The delivery by the Company of newly-issued ordinary shares to Corporate or Individual Holders under a “scrip-dividend” scheme shall not be considered as income for Spanish CIT or IIT purposes. The acquisition cost, both of the new ordinary shares received and of the ordinary shares from which they arise, will be the result of dividing the total cost by the applicable number of ordinary shares, both old and new. The acquisition date of the new ordinary shares shall be that of the ordinary shares from which they arise.	
Capital gains derived from the sale of ordinary shares would be subject to the following regime:
 
 	•	 	Capital gains realized by Corporate Holders on ordinary shares will be regarded as taxable income on an accrual basis based on the income recognized in their P&L account adjusted in accordance with the rules contained in the CIT Law, and taxed at the ordinary CIT 30% rate. Capital losses incurred by Corporate Holders in relation to ordinary shares, adjusted in accordance with the rules contained in the CIT Law, would be deductible for CIT purposes.	
If capital gains were subject to US withholding tax, Corporate Holders would be allowed to deduct from their CIT liability the lower of (i) the actual amount paid at source due to a tax of identical or analogous nature to CIT or to NRIT, or (ii) the amount of tax effectively due in Spain on said capital gains.
 
 	•	 	Sale of ordinary shares by Individual Holders may give rise to a taxable capital gain or a tax deductible capital loss to be included in such Individual Holder’s IIT taxable income. Such gain or loss shall be calculated by the difference between the transfer value of ordinary shares, as established under IIT Law, and their acquisition value.	
Capital gains obtained by Individual Holders upon sale of ordinary shares held for more than one year will be subject to IIT as “investment income”, at a tax scale ranging from 21% (for the annual total “investment income” obtained by the Individual Holder up to €6,000), 25% (for the annual total “investment income” obtained by the Individual Holder between €6,000 and €24,000), to 27% (for the annual total “investment income” obtained by the Individual Holder in excess of €24,000).
Capital gains obtained by Individual Holders upon sale of ordinary shares held for less than a year will be subject to IIT as “general income”, at the IIT general tax scale, ranging from 24,75% to 52% (for annual total “general income” obtained by Individual Holders in excess of €300,000).
Capital losses may offset similar capital gains arising in the same tax year, and the following four years (i.e. capital losses derived from the sale of ordinary shares held for more than one year shall only offset capital gains derived from the sale of ordinary shares held for more than one year).
If capital gains were subject to US withholding tax, Individual Holders would be allowed to deduct from their IIT liability the lower of (i) the actual amount paid at source due to a tax of identical or analogous nature to IIT or to NRIT, or (ii) the amount of tax effectively due in Spain on said capital gains.
 
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Transfer Tax, Stamp Duty and Capital Duty
Transfers of ordinary shares will be exempt from any Spanish Transfer Tax or Value Added Tax. Additionally, no Spanish Stamp Duty will be levied on such transfers.
Income Tax
The Spanish income tax treatment applicable to Spanish resident holders of ordinary shares depends upon our characterization for Spanish tax purposes. In this respect, we could be characterized legally as either (i) a corporation or (ii) a foreign entity with a similar or analogous nature to that of a Spanish pass-through entity (Entidad en Regimen de Atribución de Rentas).
Characterization of the Company as a Corporation—Dividend Taxation. If ordinary shares are characterized as shares in a corporation for Spanish tax purposes, profits distributed on ordinary shares received by Spanish tax residents would be subject to the following regime:
 
 	•	 	Dividends paid by us to Corporate Holders and duly recognized for accounting purposes in the P&L account will form part of the aggregate taxable income of such holders, subject to corporate income tax (“CIT”) currently at a 30% rate.	
 
 	•	 	If dividends paid by us to Corporate Holders are subject to U.S. withholding tax, such Corporate Holders would be allowed to deduct from their annual CIT liability the lower of (i) the actual amount paid at source due to a tax of identical or analogous nature to CIT or to Spanish Non–Resident Income Tax (“NRIT”) ( i.e., withholding tax), which shall not exceed the maximum amount allowed to be taxed in the United States under the U.S.-Spain Double Tax Treaty (the “U.S.-Spain Treaty”) or (ii) the amount of tax which would have been payable had such income been realized in Spain.	
 
 	•	 	Dividends paid by a non-resident company, such as the Company, to Spanish tax resident individuals holding ordinary shares (“Individual Holders”) would be subject to Individual Income Tax (“IIT”) at a rate of 19% (in respect of the first €6,000 of any income received by the Individual Holder) and of 21% (in respect of the income exceeding such €6,000). The first €1,500 of any dividends received annually may be exempt under certain circumstances.	
 
 	•	 	If dividends paid by us to Individual Holders are subject to U.S. withholding tax, such Individual Holder would be allowed to deduct from his or her annual IIT liability the lower of (i) the actual amount paid at source due to a tax of identical or analogous nature to IIT or to NRIT ( i.e., withholding tax), which shall not exceed the maximum amount allowed to be taxed in the United States under the U.S.-Spain Treaty; or (ii) the result of applying the Spanish effective average tax rate to the portion of the net tax base taxed abroad.	
 
 	•	 	If the dividends are paid through a Spanish paying agent, such agent must withhold from such dividend payments a 19% withholding tax as prepayment of the Spanish Individual Holder’s final IIT liability.	
Characterization of the Company as a Corporation—Capital Gain Taxation. If ordinary shares are characterized as shares in a corporation for Spanish tax purposes, capital gains derived from ordinary shares would be subject to the following regime:
 
 	•	 	Capital gains realized by a Corporate Holder upon holding or disposing of ordinary shares will be regarded as taxable income on an accrual basis based on the income recognized in its P&L account adjusted in accordance with the rules contained in the CIT Law and, therefore, subject to CIT and taxed at the ordinary CIT 30% rate.	
 
 	•	 	If the capital gains are subject to U.S. withholding tax, the Corporate Holder would be allowed to deduct from its annual CIT liability the lower of (i) the actual amount paid at source due to a tax	
 
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 	of identical or analogous nature to CIT or to NRIT ( i.e., withholding tax), which shall not exceed the maximum amount allowed to be taxed in the United States under the U.S.-Spain Treaty or (ii) the amount of tax which would have been payable had such income been realized in Spain.	
 
 	•	 	Capital losses incurred by the Corporate Holder in relation to ordinary shares based on the loss recognized in its P&L account adjusted in accordance with the rules contained in the CIT Law would be deductible for CIT purposes.	
 
 	•	 	Disposal of ordinary shares by an Individual Holder may give rise to a taxable capital gain or a tax deductible capital loss to be included in such Individual Holder’s IIT taxable income.	
 
 	•	 	Such gain or loss shall be calculated by reference to the difference between the transfer value of ordinary shares, as established under IIT Law, and their acquisition value.	
 
 	•	 	Capital gains obtained by an Individual Holder upon disposal of ordinary shares will be taxed at a rate of 19% (in respect of the first €6,000 of any income received by the Individual Holder) and 21% (in respect of the income exceeding such €6,000).	
 
 	•	 	Capital losses may be offset against capital gains arising in the same taxable year. Outstanding capital losses can be carried forward and offset against capital gains arising in the same part of the taxable income base during the following four years.	
 
 	•	 	If the capital gains are subject to U.S. withholding tax, the Individual Holder would be allowed to deduct from its IIT liability the lower of (i) the actual amount paid at source due to a tax of identical or analogous nature to IIT or to NRIT ( i.e., withholding tax), which shall not exceed the maximum amount allowed to be taxed in the United States under the U.S.-Spain Treaty or (ii) the result of applying the Spanish effective average tax rate to the portion of the net tax base taxed abroad.	
Characterization of the Company as a Foreign Pass-Through Entity (Entidad en Regimen de Atribución de Rentas). If the Company is characterized as a foreign pass-trough entity for Spanish tax purposes, Spanish holders of ordinary shares would be treated as follows:
 
 	•	 	Any items of income or capital gains realized by the Company would be allocated to Spanish holders of ordinary shares in proportion to such holders’ interests in the Company, even if such holders have not received any distributions. Therefore, the amount of the taxable income of Spanish holders of ordinary shares may exceed the cash distributions. In particular (i) cash distributions made by the Company would not be taxable to Spanish holders of ordinary shares; and (ii) in the case of Corporate Holders, amounts which may be recognized in the P&L account as a result of a change in value of the ordinary shares should not be included in the CIT taxable income; in both cases, to the extent that such amounts (the cash distributions or the changes in value, respectively) correspond to allocated income.	
 
 	•	 	The characterization of the items of income and capital gains realized by the Company would be maintained upon allocation to Spanish holders of ordinary shares. Determination of the taxable income to be allocated to Spanish holders of ordinary shares would generally be made according to the IIT rules, regardless of whether such holders are individuals or corporations.	
 
 	•	 	The tax rate applicable to income and capital gain allocated to Corporate Holders would be 30%, while the tax rate applicable to income allocated to Individual Holders would depend on the nature of the income allocated. If the income allocated to Individual Holders qualifies as dividend, interest or capital gain income, the applicable tax rate would be 19% (in respect of the first €6,000 of any income received by the Individual Holder) and 21% (in respect of the income exceeding such €6,000).	
 
 	•	 	If the income or capital gain allocated to Spanish holders of ordinary shares is subject to withholding tax outside of Spain, such holders would be allowed to deduct this withholding tax from their Spanish income tax liability, subject to the terms and restrictions set forth in the above paragraphs regarding Corporate Holders and Individual Holders.	
 
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 	•	 	Disposal of ordinary shares by Spanish holders may give rise to taxable capital gain or tax-deductible capital loss to be included in such holders’ taxable income, in accordance with the rules established under CIT Law (in the case of Corporate Holders) or under IIT Law (in the case of Individual Holders).	
 
 	•	 	In the case of Corporate Holders, we believe that the capital gains should be calculated by reference to the difference between the transfer value and the acquisition value of ordinary shares, and that for these purposes the acquisition value of transferred ordinary shares should be increased by the amount of the previous undistributed income allocations during the transferring holder’s holding period that are allocable to such transferred ordinary shares, although this is an unclear issue which is not expressly stated in the law. Capital gains realized by Corporate Holders would be taxed at a flat rate of 30%. Capital losses would be deductible in accordance with the rules established under CIT Law.	
 
 	•	 	In the case of Individual Holders, such gain or loss would be calculated by reference to the difference between the transfer value and the acquisition value of ordinary shares. For these purposes, we also believe that the acquisition value of transferred ordinary shares should be increased by the amount of the previous undistributed income allocations during the transferring holder’s holding period that are allocable to such transferred ordinary shares, although this is not expressly stated in the law. Capital gains realized by Individual Holders would be taxed at a rate of 19% (in respect of the first €6,000 of any income received by the Individual Holder) and 21% (in respect of the income exceeding such €6,000). Capital losses would be deductible in accordance with the rules established under IIT Law.	
 
 	•	 	If the capital gain realized upon the disposal of ordinary shares is subject to withholding tax outside of Spain, Spanish holders would be allowed to deduct this withholding tax from their Spanish income tax liability, subject to the terms and restrictions set forth in the above paragraphs regarding Corporate Holders and Individual Holders.	
Prospective holders of ordinary shares should be aware of the risk that, for Spanish tax purposes, the Spanish tax authorities could disregard the Company and any of the companies, partnerships or entities in which the Company owns an interest, and could try to allocate to Spanish holders of ordinary shares any income or capital gain obtained by such a lower-tier entity before such entity makes distributions to the Company if (i) the lower-tier entity is characterized as a foreign pass-through entity for Spanish tax purposes and (ii) the interest in the lower-tier entity is held by the Company directly or through another lower-tier entity which is also deemed a foreign pass-through entity for Spanish tax purposes.
Transfer Tax, Stamp Duty and Capital Duty
Transfers of ordinary shares will be exempt from any Spanish Transfer Tax or Value Added Tax. Additionally, no Stamp Duty will be levied on such transfers.
 
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 UNDERWRITING
Under the terms and subject to the conditions in an underwriting agreement dated the date of this prospectus, the underwriters named below (collectively, the “underwriters”), for whom Morgan Stanley & Co. LLC, Credit Suisse Securities (USA) LLC and Banco Itaú BBA S.A. are acting as representatives (the “representatives”), have severally agreed to purchase, and we and the selling shareholder have agreed to sell to them, severally, the number of shares indicated below:

Name	  	Number of
Shares	
Morgan Stanley & Co. LLC	  		
Credit Suisse Securities (USA) LLC	  		
Banco Itaú BBA S.A.	  		
Merrill Lynch, Pierce, Fenner & Smith
                      Incorporated	  		
Banco Bradesco BBI S.A.	  		
Banco BTG Pactual S.A.—Cayman Branch	  		
Goldman, Sachs & Co.	  		
Santander Investment Securities Inc.	  		
	  	 	
Total	  		
	  	 	
The underwriters are offering the ordinary shares subject to their acceptance of the shares from us and subject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the ordinary shares offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated to take and pay for all of the ordinary shares offered by this prospectus if any such shares are taken. However, the underwriters are not required to take or pay for the shares covered by the underwriters’ over-allotment option described below.
The underwriters initially propose to offer part of the ordinary shares directly to the public at the offering price listed on the cover page of this prospectus and part to certain dealers. After the initial offering of the ordinary shares, the offering price and other selling terms may from time to time be varied by the representatives.
We and the selling shareholder have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to                      additional ordinary shares at the public offering price listed on the cover page of this prospectus, less underwriting discounts and commissions. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with the offering of the ordinary shares offered by this prospectus. To the extent the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase about the same percentage of the additional ordinary shares as the number listed next to the underwriter’s name in the preceding table bears to the total number of ordinary shares listed next to the names of all underwriters in the preceding table.
The following table shows the per share and total public offering price, underwriting discounts and commissions, and proceeds before expenses to us and the selling shareholder. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase up to an additional              ordinary shares.

 	  	Per
Share	 	  	Total	 	
	  			  	No Exercise	 	  	Full Exercise	 	
Public offering price	  	$	            	  	  	$	            	  	  	$	            	  	
Underwriting discounts and commissions to be paid by:	  				  				  				
Us	  	$	 	  	  	$	 	  	  	$	 	  	
The selling shareholder	  	$	 	  	  	$	 	  	  	$	 	  	
Proceeds, before expenses, to us	  	$	 	  	  	$	 	  	  	$	 	  	
Proceeds, before expenses, to selling shareholder	  	$	 	  	  	$	 	  	  	$	 	  	
 
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The estimated offering expenses including registration, filing and listing fees, printing fees, legal and accounting expenses, but excluding underwriting discounts and commissions, payable by us are approximately $            . We have agreed to reimburse the underwriters for expenses related to the clearing of this offering with the Financial Industry Regulatory Authority, Inc. (“FINRA”) in an amount up to $            . Such reimbursement is deemed to be underwriting compensation by FINRA.
The underwriters have informed us that they do not intend sales to discretionary accounts to exceed 5% of the total number of ordinary shares offered by them.
Banco BTG Pactual S.A.—Cayman Branch is not a broker-dealer registered with the SEC, and therefore may not make sales of any securities in the United States or to U.S. persons except in compliance with applicable U.S. laws and regulations. To the extent that Banco BTG Pactual S.A.—Cayman Branch intends to effect sales of the Securities in the United States, it will do so only through BTG Pactual US Capital LLC or one or more U.S. registered broker-dealers, or otherwise as permitted by applicable U.S. law.
Banco Bradesco BBI S.A. is not a U.S. registered broker-dealer and therefore will not be selling or placing shares in the United States. However, Bradesco Securities Inc., an affiliate of Banco Bradesco BBI S.A., is a U.S. registered broker-dealer and will be acting as placement agent on behalf of Banco Bradesco BBI S.A. for the placement of shares to investors in the United States.
Our ordinary shares have been approved for listing under the trading symbol “            .”
We and all directors and officers and the holders of     % of our outstanding ordinary shares have agreed that, without the prior written consent of                     on behalf of the underwriters, we and they will not, during the period ending 180 days after the date of this prospectus (the “restricted period”):
 
 	•	 	offer, issue, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any ordinary shares or any securities convertible into or exercisable or exchangeable for ordinary shares;	
 
 	•	 	file any registration statement with the Securities and Exchange Commission relating to the offering of any ordinary shares or any securities convertible into or exercisable or exchangeable for ordinary shares;	
 
 	•	 	enter into any swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the ordinary shares; or	
 
 	•	 	publicly disclose that we will or may enter into any of the transactions described above,	
whether any such transaction is to be settled by delivery of ordinary shares or such other securities, in cash or otherwise. In addition, we and each such person agrees that, without the prior written consent of                     on behalf of the underwriters, we or such other person will not, during the restricted period, make any demand for, or exercise any right with respect to, the registration of any ordinary shares or any security convertible into or exercisable or exchangeable for ordinary shares.
The restrictions described in the immediately preceding paragraph do not apply to:
 
 	•	 	the issuance and sale of shares to the underwriters;	
 
 	•	 	the issuance by the Company of ordinary shares upon the exercise of an option or a warrant or the conversion of a security outstanding on the date of this prospectus of which the underwriters have been advised in writing; or	
 
 	•	 	transactions by any person other than us relating to ordinary shares or other securities acquired in open market transactions after the completion of the offering of the shares.	
 
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The restricted period described in the preceding paragraph will be extended if:
 
 	•	 	during the last 17 days of the restricted period we issue an earnings release or material news event relating to us occurs, or	
 
 	•	 	prior to the expiration of the restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the restricted period or provide notification to                      of any earnings release or material news or material event that may give rise to an extension of the initial restricted period, in which case the restrictions described in the preceding paragraph will continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the representatives waive, in writing, such an extension.	
                    , in its sole discretion, may release the ordinary shares and other securities subject to the lock-up agreements described above in whole or in part at any time with or without notice.
In order to facilitate the offering of the ordinary shares, and subject to relevant market abuse regulations, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the ordinary shares. Specifically, the underwriters may sell more shares than they are obligated to purchase under the underwriting agreement, creating a short position. A short sale is covered if the short position is no greater than the number of shares available for purchase by the underwriters under the over-allotment option. The underwriters can close out a covered short sale by exercising the over-allotment option or purchasing shares in the open market. In determining the source of shares to close out a covered short sale, the underwriters will consider, among other things, the open market price of shares compared to the price available under the over-allotment option. The underwriters may also sell shares in excess of the over-allotment option, creating a naked short position. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the ordinary shares in the open market after pricing that could adversely affect investors who purchase in this offering. As an additional means of facilitating this offering, the underwriters may bid for, and purchase, ordinary shares in the open market to stabilize the price of the ordinary shares. These activities may raise or maintain the market price of the ordinary shares above independent market levels or prevent or retard a decline in the market price of the ordinary shares. The underwriters are not required to engage in these activities and may end any of these activities at any time.
We and the selling shareholder have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act, or contribute to payments that the underwriters may be required to make in that respect.
A prospectus in electronic format may be made available on websites maintained by one or more underwriters, or selling group members, if any, participating in this offering and one or more of the underwriters participating in this offering may distribute prospectuses electronically. The representatives may agree to allocate a number of ordinary shares to underwriters for sale to their online brokerage account holders. Internet distributions will be allocated by the representatives to underwriters that may make Internet distributions on the same basis as other allocations.
The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging. financing and brokerage activities. Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for us, for which they received or will receive customary fees and expenses.
In addition, in the ordinary course of their various business activities, the underwriters and their respective affiliates, officers, directors or employees may purchase, sell or hold a broad array of investments and actively
 
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trade debt and equity securities (or related derivative securities) and financial instruments (including, among others, bank loans, commodities, currencies and credit default swaps) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve or relate to our assets, securities, instruments and/or persons and entities with relationships with us. The underwriters and their respective affiliates may also make investment recommendations or publish or express independent research views in respect of such assets, securities, instruments and/or persons and entities and may at any time hold, or recommend to clients that they acquire, long or short positions in such assets, securities, instruments and/or persons and entities.
Pricing of the Offering
Prior to this offering, there has been no public market for our ordinary shares. The initial public offering price was determined by negotiations between us and the representatives. Among the factors considered in determining the initial public offering price were our future prospects and those of our industry in general, our sales, earnings and certain other financial and operating information in recent periods, and the price-earnings ratios, price-sales ratios, market prices of securities, and certain financial and operating information of companies engaged in activities similar to ours.
Selling Restrictions
Argentina
This prospectus has not been registered with the Comisión Nacional de Valores and may not be offered publicly in Argentina. The prospectus may not be publicly distributed in Argentina. Neither we nor the underwriters will solicit the public in Argentina in connection with this prospectus.
Australia
This prospectus is not a formal disclosure document and has not been, nor will be, lodged with the Australian Securities and Investments Commission. It does not purport to contain all information that an investor or their professional advisers would expect to find in a prospectus or other disclosure document (as defined in the Corporations Act 2001 (Australia)) for the purposes of Part 6D.2 of the Corporations Act 2001 (Australia) or in a product disclosure statement for the purposes of Part 7.9 of the Corporations Act 2001 (Australia), in either case, in relation to the ordinary shares.
The shares are not being offered in Australia to “retail clients” as defined in sections 761G and 761GA of the Corporations Act 2001 (Australia). This offering is being made in Australia solely to “wholesale clients” for the purposes of section 761G of the Corporations Act 2001 (Australia) and, as such, no prospectus, product disclosure statement or other disclosure document in relation to the s ordinary shares has been, or will be, prepared.
This prospectus does not constitute an offer in Australia other than to persons who do not require disclosure under Part 6D.2 of the Corporations Act 2001 (Australia) and who are wholesale clients for the purposes of section 761G of the Corporations Act 2001 (Australia). By submitting an application for our shares, you represent and warrant to us that you are a person who does not require disclosure under Part 6D.2 and who is a wholesale client for the purposes of section 761G of the Corporations Act 2001 (Australia). If any recipient of this prospectus is not a wholesale client, no offer of, or invitation to apply for, our shares shall be deemed to be made to such recipient and no applications for our shares will be accepted from such recipient. Any offer to a recipient in Australia, and any agreement arising from acceptance of such offer, is personal and may only be accepted by the recipient. In addition, by applying for our ordinary shares you undertake to us that, for a period of 12 months from the date of issue of the shares, you will not transfer any interest in the shares to any person in Australia other than to a person who does not require disclosure under Part 6D.2 and who is a wholesale client.
 
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Brazil
The offer of ordinary shares described in this prospectus will not be carried out by any means that would constitute a public offering in Brazil under Law No. 6,385, of December 7, 1976, as amended, and under CVM Rule ( Instrução ) No. 400, of December 29, 2003, as amended. The offer and sale of the shares have not been and will not be registered with the Comissão de Valores Móbilearios in Brazil. The shares have not been offered or sold, and will not be offered or sold in Brazil, except in circumstances that do not constitute a public offering or distribution under Brazilian laws and regulations.
Chile
The offer of the ordinary shares begins on                     , 2014, and is governed by the General Rule ( Norma de Carácter General ) 336 of June 27, 2012, issued by the Chilean Superintendency of Securities and Insurance (“SVS”). The offer relates to securities not registered with the Securities Registry or the Registry of Foreign Securities of the SVS, so the shares are not subject to the oversight of the SVS. Since the shares are unregistered securities in Chile, we have no obligation to deliver in Chile public information regarding the shares. The shares may not be sold in a public offering in Chile unless they are registered in the Securities Registry or the Registry of Foreign Securities of the SVS.
La oferta de los valores comienza el                      de 2014 y está acogida a la Norma de Carácter General 336 de fecha 27 de junio de 2012 de la Superintendencia de Valores y Seguros de Chile. La oferta versa sobre valores no inscritos en el Registro de Valores o en el Registro de Valores Extranjeros que lleva la SVS, por lo que los valores no están sujetos a la fiscalización de dicho organismo. Por tratarse de valores no inscritos, no existe obligación por parte del emisor de entregar en Chile información pública respecto de los valores. Estos valores no pueden ser objeto de oferta pública a menos que sean inscritos en el Registro de Valores correspondiente.
Colombia
The ordinary shares have not been and will not be offered in Colombia through a public offering of securities pursuant to Colombian laws and regulations, nor will they be registered in the Colombian National Registry of Securities and Issuers or listed on a regulated securities trading system such as the Colombian Stock Exchange.
Dubai International Financial Center
This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (“DFSA”). This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The ordinary shares to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.
European Economic Area
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”) an offer to the public of any ordinary shares may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member State of any ordinary shares may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:
 
 	(a)	 	to any legal entity which is a qualified investor as defined in the Prospectus Directive;	
 
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 	(b)	 	to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives for any such offer; or	
 
 	(c)	 	in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of ordinary shares shall result in a requirement for the publication by us or any underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive.	
For the purposes of this provision, the expression an “offer to the public” in relation to any ordinary shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any ordinary shares to be offered so as to enable an investor to decide to purchase any ordinary shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State, and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
Hong Kong
The ordinary shares offered in this prospectus may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong) and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.
Japan
The ordinary shares offered in this prospectus have not been registered under the Securities and Exchange Law of Japan. Such shares have not been offered or sold and will not be offered or sold, directly or indirectly, in Japan or to or for the account of any resident of Japan, except (i) pursuant to an exemption from the registration requirements of the Securities and Exchange Law and (ii) in compliance with any other applicable requirements of Japanese law.
Kuwait
Unless all necessary approvals from the Kuwait Capital Markets Authority pursuant to Law No. 7/2010, its Executive Regulations and the various Resolutions and Announcements issued pursuant thereto or in connection therewith have been given in relation to the marketing, of and sale of the ordinary shares offered in this prospectus, these may not be offered for sale, nor sold in the State of Kuwait. Neither this prospectus nor any of the information contained herein is intended to lead to the conclusion of any contract of whatsoever nature within the State of Kuwait.
Mexico
The ordinary shares described in this prospectus are not being offered, sold or traded in Mexico pursuant to, and do not constitute, an oferta pública (public offering) in accordance with the Ley del Mercado de Valores , as
 
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amended (Mexican Securities Market Law, or “LMV”), or Disposiciones de carácter general aplicables a las emisoras de valores y a otros participantes del mercado de valores (the general rules, regulations and other general provisions issued by the Comisión Nacional Bancaria y de Valores (Mexican Banking and Securities Commission, or “CNBV”), or “General Issuer’s Rules”), nor is the offering contemplated hereby being authorized by the CNBV; therefore, any such shares may not be offered or sold publicly, or otherwise be the subject of brokerage activities, in Mexico, except pursuant to a private placement exemption or other exemptions set forth in the Mexican Securities Market Law. As such, this offering can be made to any person in Mexico so long as the offering is conducted on a direct and personal basis and it complies, among other requirements as set forth under the LMV and the General Issuer’s Rules, with the following:
 
 	(a)	 	it is made to persons who are inversionistas institucionales (institutional investors) within the meaning of Article 2, Roman numeral XVII, of the LMV and regarded as such pursuant to the laws of Mexico, or inversionistas calificados (qualified investors) within the meaning of Article 2, Roman numeral XVI, of the LMV, and have the income, assets or qualitative characteristics provided for under Article 1, Roman numeral XIII of the General Issuer’s Rules, which require maintenance, in average over the past year, of investments in securities (within the meaning of the LMV) for an amount equal or greater than 1,500,000 Unidades de Inversión (Investment Units or “UDIs”), or in each of the last two years had a gross annual income equal to or greater than 500,000 UDIs; or	
 
 	(b)	 	it is made to persons who are stockholders of companies which fulfill their corporate purpose exclusively or substantially with such securities (e.g., investment companies authorized to invest in such securities); or	
 
 	(c)	 	it is made pursuant to a plan or applicable program for our or our affiliates’ employees or groups of employees; or	
 
 	(d)	 	it is made to less than 100 persons, to the extent such persons do not qualify under (a), (b) or (c) above.	
In identifying proposed purchasers for the shares in Mexico, the underwriters will only contact persons or entities whom they reasonably believe are within one of the four categories described in the immediately preceding paragraph in items (a) through (d). The underwriters may further require you to expressly reiterate that you fall into one of the above mentioned categories, that you further understand that the private offering of shares has less documentary and information requirements than public offerings do, and to waive the right to claim on any lacking thereof.
This prospectus may not be publicly distributed in Mexico, whether through mass media to indeterminate subjects or otherwise, and they are not intended to serve as an application for the registration of the shares before the CNBV or listing of the shares before the Bolsa Mexicana de Valores, S.A.B. de C.V. (Mexican Stock Exchange, or “BMV”), nor as a prospectus in connection with a public offering in Mexico. This prospectus is solely our responsibility and has not been reviewed or authorized by the CNBV. The CNBV has not assessed or passed on the investment quality of the shares, our solvency, liquidity or credit quality or the accuracy or completeness of the information provided in this prospectus. In making an investment decision, all investors, including any Mexican investors who may acquire shares from time to time, must rely on their own review and examination of our company. The acquisition of the shares by an investor who is a resident of Mexico will be made under its own responsibility.
Panama
The ordinary shares described in this prospectus have not been, and will not be, registered for public offering in Panama with the Panamanian Superintendency of the Securities Market ( Superintendencia del Mercado de Valores , previously the National Securities Commission of Panama) under Decree-Law 1 of July 8, 1999, as reformed by Law 67 of 2011 (the “Panamanian Securities Act”). Accordingly, the shares may not be offered or sold in Panama nor to persons domiciled in Panama, except in certain limited transactions exempted from the registration requirements of the Panamanian Securities Act. The shares do not benefit from tax
 
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incentives accorded by the Panamanian Securities Act, and are not subject to regulation or supervision by the Panamanian Superintendency of the Securities Market as long as the shares are privately offered to no more than 25 persons domiciled in Panama and result in the sale to no more than 10 of such persons.
People’s Republic of China
This offering has not been approved or registered in the People’s Republic of China (the “PRC”). This prospectus may not be circulated or distributed in the PRC and the shares may not be offered or sold, and will not be offered or sold to any person for re-offering or resale, directly or indirectly, to any person in the PRC, except to the extent consistent with applicable laws and regulations of the PRC. For the purpose of this paragraph, the PRC does not include Taiwan and the special administrative regions of Hong Kong and Macau.
Peru
The shares and the information contained in this prospectus have not been and will not be registered with or approved by the Peruvian Securities Commission or the Lima Stock Exchange. Accordingly, the shares cannot be offered or sold in Peru, except if such offering is considered a private offering under the securities laws and regulations of Peru.
Qatar
The ordinary shares described in this prospectus have not been and will not be offered, sold or delivered, at any time, directly or indirectly in the State of Qatar in a manner that would constitute a public offering. The shares are not and will not be listed on the Qatar Exchange.
This prospectus has not been, and will not be, reviewed or approved by or filed or registered with the Qatar Financial Markets Authority, Qatar Central Bank or the Qatar Financial Centre Regulatory Authority and may not be publicly distributed. This prospectus is intended for the original recipient only and must not be provided to any other person. It is not for general circulation in the State of Qatar and may not be reproduced or used for any other purpose.
Singapore
This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with conditions set forth in the SFA.
Switzerland
No ordinary shares described in this prospectus will be publicly offered or distributed in Switzerland. The shares shall be offered in Switzerland privately only to a select circle of investors without the use of any public means of information or advertisement.
This prospectus does not constitute an offer prospectus within the meaning of Art. 652a of the Swiss Code of Obligations. It has not been filed with or approved by any Swiss regulatory authority or stock exchange. The shares will not be registered in Switzerland or listed at any Swiss stock exchange. This document may not be distributed or used in Switzerland without our prior written approval.
 
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United Arab Emirates
The ordinary shares described in this prospectus will be sold outside the United Arab Emirates and are not part of a public offering and are being offered to a limited number of institutional and private investors in the United Arab Emirates. We have not been reviewed, approved or licensed by the United Arab Emirates Central Bank or any other relevant licensing authorities or governmental agencies in the United Arab Emirates. This document is strictly private and confidential and has not been reviewed, deposited or registered with any licensing authority or governmental agency in the United Arab Emirates, and is being issued to a limited number of institutional and private investors and must not be provided to any person other than the original recipient and may not be reproduced or used for any other purpose. Our shares may not be offered or sold directly or indirectly to the public in the United Arab Emirates.
United Kingdom
Each underwriter has represented and agreed that:
 
 	(a)	 	it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (“FSMA”) received by it in connection with the issue or sale of the ordinary shares in circumstances in which Section 21(1) of the FSMA does not apply to us; and	
 
 	(b)	 	it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the ordinary shares in, from or otherwise involving the United Kingdom.	
 
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 EXPENSES RELATED TO THIS OFFERING
We estimate that expenses of the offering, excluding underwriting discounts and commissions, incurred by us will be as follows:

SEC registration fee	  	$	38,640	  	
FINRA filing fee	  	 	45,500	  	
Exchange listing fee	  	 	*	  	
Printing expenses	  	 	*	  	
Legal fees and expenses	  	 	*	  	
Accounting fees and expenses	  	 	*	  	
Miscellaneous expenses	  	 	*	  	
	  	 	 	 	
Total expenses	  	 	*	  	
	  	 	 	 	
All amounts in the table are estimated except for the SEC registration fee and the FINRA filing fee.

*	To be filed by amendment.	
 
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 LEGAL MATTERS
Certain legal matters in connection with this offering will be passed upon for us by Kirkland & Ellis LLP, New York, New York. The validity of the ordinary shares will be passed upon for us by Arendt & Medernach, Luxembourg. Simpson Thacher & Bartlett LLP, New York, New York, is acting as counsel to the underwriters. An investment partnership composed of partners of Kirkland & Ellis LLP has an equity interest in Topco.
 EXPERTS
The combined carve-out Predecessor financial statements as of December 31, 2011 and November 30, 2012 and for the year ended December 31, 2011 and the eleven-month period ended November 30, 2012 and the consolidated Successor financial statements as of December 31, 2012 and 2013 and the one-month period ended December 31, 2012 and the year ended December 31, 2013 appearing in this prospectus have been audited by Ernst & Young, S.L., independent registered public accounting firm, as set forth in their reports thereon appearing elsewhere herein, and are included in reliance upon such reports given on the authority of such firm as experts in auditing and accounting. The address of Ernst & Young, S.L. is Torre Picasso, Plaza Pablo Ruiz Picasso, 1, 28020, Madrid, Spain.
 WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement on Form F-1, of which this prospectus is a part, with the Securities and Exchange Commission, or SEC, relating to this offering. This prospectus does not contain all of the information in the registration statement, including the exhibits filed with the registration statement. You should read the registration statement and the exhibits filed as part of the registration statement. Statements contained in this prospectus as to the contents of any contract or other document are not complete, and in each instance we refer you to the copy of the contract or document filed or incorporated by reference as an exhibit to the registration statement for a more complete description of the matter involved.
Upon declaration of effectiveness of the registration statement of which this prospectus is a part, we will become subject to the informational requirements of the Securities Exchange Act of 1934. Accordingly, we will be required to file reports and other information with the SEC, including annual reports on Form 20-F and other information. You may inspect and copy reports and other information filed with the SEC at the public reference room in Washington, D.C. at 100 F Street, N.E., Washington, D.C. 20549. You can also request copies of those documents, upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. The SEC also maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file with the SEC. The website address is http://www.sec.gov. You may also request a copy of these filings, at no cost, by writing or telephoning us as follows: C/Quintanavides, n. 17-2 Planta, 28050 Las Tablas, Madrid, Spain, Attn: Investor Relations.
 
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 INDEX TO FINANCIAL STATEMENTS

Audited Financial Statements	  	 	 	
Financial Statements of Atalaya Luxco Midco S.à.r.l. and subsidiaries (Successor)	  				
Report of Independent Registered Public Accounting Firm	  	 	F-2	  	
Consolidated Statements of Financial Position as of December 31, 2012, and December 31, 2013	  	 	F-3	  	
Consolidated Income Statements for the one-month period ended December 31, 2012 and the year ended December 31, 2013	  	 	F-5	  	
Consolidated Statements of Comprehensive Income for the one-month period ended December 31, 2012 and the year ended December 31, 2013	  	 	F-6	  	
Consolidated Statements of Changes in Equity for the one-month period ended December 31, 2012 and the year ended December 31, 2013	  	 	F-7	  	
Consolidated Statements of Cash Flows for the one-month period ended December 31, 2012 and the year ended December 31, 2013	  	 	F-8	  	
Notes to the Consolidated Financial Statements for the one-month period ended December 31, 2012 and the year ended December 31, 2013	  	 	F-9	  	
		
Financial Statements of Atalaya Luxco Midco (Predecessor)	  				
Report of Independent Registered Public Accounting Firm	  	 	F-72	  	
Combined Carve-Out Statements of Financial Position as of January 1, 2011, December 31, 2011 and November 30, 2012	  	 	F-73	  	
Combined Carve-Out Income Statements for the year ended December 31, 2011 and January 1, 2012 to November 30, 2012	  	 	F-74	  	
Combined Carve-Out Statements of Comprehensive Income for the year ended December  31, 2011 and January 1, 2012 to November 30, 2012	  	 	F-75	  	
Combined Carve-Out Statements of Changes in Invested Equity as of December 31, 2010, December 31, 2011 and November 30, 2012	  	 	F-76	  	
Combined Carve-Out Statements of Cash Flows for the year ended December 31, 2011 and January 1, 2012 to November 30, 2012	  	 	F-77	  	
Notes to the Combined Carve-Out Financial Statements	  	 	F-78	  	
 
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 Report of Independent Registered Public Accounting Firm
The Board of Directors and Sole Shareholder of Atalaya Luxco Midco S.à.r.l.
We have audited the accompanying consolidated statements of financial position of Atalaya Luxco Midco S.à.r.l (the “Company”) and subsidiaries as of December 31, 2012 and 2013, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the one-month period ended December 31, 2012 and the year ended December 31, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Atalaya Luxco Midco S.à.r.l and subsidiaries at December 31, 2012 and 2013, and the consolidated results of their operations and their cash flows for the one-month period ended December 31, 2012 and the year ended December 31, 2013, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Ernst & Young, S.L.
/s/ Carlos Hidalgo Andres
Carlos Hidalgo Andres
Madrid, Spain
April 30, 2014
 
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 ATALAYA LUXCO MIDCO, S.A.R.L AND SUBSIDIARIES
(FORMERLY BC LUXCO MIDCO, S.A.R.L. AND SUBSIDIARIES)
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
as of December 31, 2012 and December 31, 2013
(In thousands of U.S. Dollars)

ASSETS	  	Notes	  	December 31,
2012	 	  	December 31,
2013	 	
NON-CURRENT ASSETS	  		  	 	1,181,674	  	  	 	1,071,381	  	
	  		  	 	 	 	  	 	 	 	
Intangible assets	  	Note 6	  	 	477,818	  	  	 	392,777	  	
Goodwill	  	Note 7	  	 	230,553	  	  	 	197,739	  	
Property, plant and equipment	  	Note 9	  	 	224,462	  	  	 	231,603	  	
Non-current financial assets	  		  	 	58,548	  	  	 	69,323	  	
Trade and other receivables	  	Notes 13 and 26	  	 	7,482	  	  	 	72	  	
Other non-current financial assets	  	Note 12	  	 	51,066	  	  	 	53,812	  	
Derivative financial instruments	  	Note 14	  	 	—	  	  	 	15,439	  	
Deferred tax assets	  	Note 20	  	 	190,293	  	  	 	179,939	  	
	  		  	 	 	 	  	 	 	 	
CURRENT ASSETS	  		  	 	779,288	  	  	 	770,799	  	
	  		  	 	 	 	  	 	 	 	
Trade and other receivables	  		  	 	547,869	  	  	 	553,026	  	
Trade and other receivables	  	Notes 13 and 26	  	 	520,216	  	  	 	521,286	  	
Current income tax receivables	  	Note 20	  	 	9,536	  	  	 	12,962	  	
Other receivables from public administrations	  	Note 20	  	 	18,117	  	  	 	18,778	  	
Other current financial assets	  		  	 	31,108	  	  	 	4,282	  	
Other financial assets	  	Notes 12 and 26	  	 	31,108	  	  	 	1,425	  	
Derivative financial instruments	  	Note 14	  	 	—	  	  	 	2,857	  	
Cash and cash equivalents	  	Note 15	  	 	200,311	  	  	 	213,491	  	
	  		  	 	 	 	  	 	 	 	
TOTAL ASSETS	  		  	 	1,960,962	  	  	 	1,842,180	  	
	  		  	 	 	 	  	 	 	 	
The accompanying Notes 1 to 28 form an integral part of the consolidated financial statements
 
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ATALAYA LUXCO MIDCO, S.A.R.L AND SUBSIDIARIES
(FORMERLY BC LUXCO MIDCO, S.A.R.L. AND SUBSIDIARIES)
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
as of December 31, 2012, and December 31, 2013
(In thousands of U.S. Dollars)

EQUITY AND LIABILITIES	  	Notes	  	December 31,
2012	 	 	December 31,
2013	 	
EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT	  		  	 	(32,713	) 	 	 	(133,966	) 	
	  		  	 	 	 	 	 	 	 	
Share capital	  	Note 19	  	 	2,592	  	 	 	2,592	  	
Retained earnings	  	Note 19	  	 	(56,620	) 	 	 	(60,659	) 	
Translation differences	  	Note 19	  	 	21,328	  	 	 	(77,513	) 	
Valuation adjustments	  	Note 19	  	 	—	  	 	 	1,627	  	
Other reserves	  		  	 	(13	) 	 	 	(13	) 	
	  		  	 	 	 	 	 	 	 	
NON-CURRENT LIABILITIES	  		  	 	1,523,387	  	 	 	1,591,287	  	
	  		  	 	 	 	 	 	 	 	
Deferred tax liabilities	  	Note 20	  	 	138,079	  	 	 	119,282	  	
Interest-bearing debt	  	Note 17	  	 	813,055	  	 	 	833,984	  	
Non-current payables to Group companies	  	Notes 17 and 26	  	 	471,624	  	 	 	519,607	  	
Derivative financial instruments	  	Note 14	  	 	—	  	 	 	15,962	  	
Non-current provisions	  	Note 21	  	 	100,541	  	 	 	99,062	  	
Non-current non trade payables	  	Note 18	  	 	88	  	 	 	1,441	  	
Other non-current payables to public administrations	  	Note 20	  	 	—	  	 	 	1,949	  	
	  		  	 	 	 	 	 	 	 	
CURRENT LIABILITIES	  		  	 	470,288	  	 	 	384,859	  	
	  		  	 	 	 	 	 	 	 	
Interest-bearing debt	  	Note 17	  	 	36,117	  	 	 	17,128	  	
Current payables to Group companies	  	Notes 17 and 26	  	 	38	  	 	 	—	  	
Trade and other payables	  		  	 	409,239	  	 	 	353,213	  	
Trade payables	  	Notes 18 and 26	  	 	117,204	  	 	 	109,897	  	
Current income tax payable	  	Note 20	  	 	18,688	  	 	 	7,582	  	
Other current payables to public administrations	  	Note 20	  	 	76,247	  	 	 	74,983	  	
Other non-trade payables	  	Note 18	  	 	197,100	  	 	 	160,751	  	
Current provisions	  	Note 21	  	 	24,894	  	 	 	14,518	  	
	  		  	 	 	 	 	 	 	 	
TOTAL EQUITY AND LIABILITIES	  		  	 	1,960,962	  	 	 	1,842,180	  	
	  		  	 	 	 	 	 	 	 	
The accompanying Notes 1 to 28 form an integral part of the consolidated financial statements
 
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 ATALAYA LUXCO MIDCO, S.A.R.L AND SUBSIDIARIES
(FORMERLY BC LUXCO MIDCO, S.A.R.L. AND SUBSIDIARIES)
CONSOLIDATED INCOME STATEMENTS
One-month period ended December 31, 2012 and the year ended December 31, 2013
(In thousands of U.S. Dollars)

 	  	Notes	 	December 1
to December 31,
2012	 	 	For the year
ended
December 31,
2013	 	
Revenue	  	Note 22 a)	 	 	190,875	  	 	 	2,341,115	  	
Other operating income	  	Note 22 b)	 	 	1,814	  	 	 	4,367	  	
Own work capitalized	  		 	 	—	  	 	 	948	  	
Supplies	  	Note 22 c)	 	 	(8,367	) 	 	 	(115,340	) 	
Employee benefit expense	  	Note 22 d)	 	 	(126,707	) 	 	 	(1,643,497	) 	
Depreciation and amortization	  	Note 22 e)	 	 	(7,500	) 	 	 	(128,975	) 	
Changes in trade provisions	  	Note 13	 	 	2,792	  	 	 	2,026	  	
Other operating expenses	  	Note 22 f)	 	 	(95,351	) 	 	 	(355,670	) 	
	  		 	 	 	 	 	 	 	 	
OPERATING (LOSS)/PROFIT	  		 	 	(42,444	) 	 	 	104,974	  	
	  		 	 	 	 	 	 	 	 	
Finance income	  	Note 22 g)	 	 	2,595	  	 	 	17,793	  	
Finance costs	  	Note 22 g)	 	 	(8,663	) 	 	 	(135,074	) 	
Net foreign exchange gains	  	Note 22 g)	 	 	24	  	 	 	16,614	  	
	  		 	 	 	 	 	 	 	 	
NET FINANCE EXPENSE	  		 	 	(6,044	) 	 	 	(100,667	) 	
	  		 	 	 	 	 	 	 	 	
(LOSS)/PROFIT BEFORE TAX	  		 	 	(48,488	) 	 	 	4,307	  	
	  		 	 	 	 	 	 	 	 	
Income tax expense	  	Note 20	 	 	(8,132	) 	 	 	(8,346	) 	
	  		 	 	 	 	 	 	 	 	
LOSS FOR THE PERIOD ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT	  		 	 	(56,620	) 	 	 	(4,039	) 	
	  		 	 	 	 	 	 	 	 	
Result per share attributable to owners of the parent	  		 				 				
	  		 				 				
Basic and diluted result per share	  		 	 	(28.31	) 	 	 	(2.02	) 	
	  		 	 	 	 	 	 	 	 	
The accompanying Notes 1 to 28 form an integral part of the consolidated financial statements
 
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 ATALAYA LUXCO MIDCO, S.A.R.L AND SUBSIDIARIES
(FORMERLY BC LUXCO MIDCO, S.A.R.L. AND SUBSIDIARIES)
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
One-month period ended December 31, 2012 and year ended December 31, 2013
(In thousands of U.S. Dollars)

 	  	December 1 to
December 31, 2012	 	 	For the year ended
December 31, 2013	 	
Loss for the period/year	  	 	(56,620	) 	 	 	(4,039	) 	
	  	 	 	 	 	 	 	 	
Other comprehensive income/(loss):	  				 				
Items that will not be reclassified to profit and loss	  	 	(13	) 	 	 	—	  	
Items that may subsequently be reclassified to profit and loss	  				 				
Cash flow hedges (Note 19)	  	 	—	  	 	 	4,628	  	
Tax effect (Note 20)	  	 	—	  	 	 	(3,001	) 	
Translation differences	  	 	21,328	  	 	 	(98,841	) 	
	  	 	 	 	 	 	 	 	
Other comprehensive income/(loss), net of taxes	  	 	21,315	  	 	 	(97,214	) 	
	  	 	 	 	 	 	 	 	
Total consolidated comprehensive loss	  	 	(35,305	) 	 	 	(101,253	) 	
	  	 	 	 	 	 	 	 	
The accompanying Notes 1 to 28 form an integral part of the consolidated financial statements
 
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 ATALAYA LUXCO MIDCO, S.A.R.L AND SUBSIDIARIES
(FORMERLY BC LUXCO MIDCO, S.A.R.L. AND SUBSIDIARIES)
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
One-month period ended December 31, 2012 and Year ended December 31, 2013
(In thousands of U.S. Dollars)

 	  	Share
capital
(Note 19)	 	  	Retained
earnings
(Note 19)	 	 	Translation
differences	 	 	Valuation
adjustments
(Note 19)	 	  	Other
reserves	 	 	Total equity	 	
Balance at December 1, 2012	  	 	2,592	  	  	 	—	  	 	 	—	  	 	 	—	  	  	 	—	  	 	 	2,592	  	
	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Comprehensive income/(loss) for the period	  	 	—	  	  	 	(56,620	) 	 	 	21,328	  	 	 	—	  	  	 	(13	) 	 	 	(35,305	) 	
Loss for the period	  	 	—	  	  	 	(56,620	) 	 	 	—	  	 	 	—	  	  	 	—	  	 	 	(56,620	) 	
Other comprehensive income/(loss)	  	 	—	  	  	 	—	  	 	 	21,328	  	 	 	—	  	  	 	(13	) 	 	 	21,315	  	
	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Balance at December 31, 2012	  	 	2,592	  	  	 	(56,620	) 	 	 	21,328	  	 	 	—	  	  	 	(13	) 	 	 	(32,713	) 	
	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Balance at January 1, 2013	  	 	2,592	  	  	 	(56,620	) 	 	 	21,328	  	 	 	—	  	  	 	(13	) 	 	 	(32,713	) 	
	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Comprehensive income/(loss) for the period	  	 	—	  	  	 	(4,039	) 	 	 	(98,841	) 	 	 	1,627	  	  	 	—	  	 	 	(101,253	) 	
Loss for the period	  	 	—	  	  	 	(4,039	) 	 	 	—	  	 	 	—	  	  	 	—	  	 	 	(4,039	) 	
Other comprehensive income/(loss)	  	 	—	  	  	 	—	  	 	 	(98,841	) 	 	 	1,627	  	  	 	—	  	 	 	(97,214	) 	
	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Balance at December 31, 2013	  	 	2,592	  	  	 	(60,659	) 	 	 	(77,513	) 	 	 	1,627	  	  	 	(13	) 	 	 	(133,966	) 	
	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
The accompanying Notes 1 to 28 form an integral part of the consolidated financial statements
 
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 ATALAYA LUXCO MIDCO, S.A.R.L AND SUBSIDIARIES
(FORMERLY BC LUXCO MIDCO, S.A.R.L. AND SUBSIDIARIES)
CONSOLIDATED STATEMENTS OF CASH FLOWS
One-month period ended December 31, 2012 and Year ended December 31, 2013
(In thousands of U.S. Dollars)

 	  	Note	  	December 1 to
December 31,
2012	 	 	For the year
ended
December 31,
2013	 	
Operating activities	  		  				 				
Profit/(loss) before tax	  		  	 	(48,488	) 	 	 	4,307	  	
Adjustments to profit/(loss):	  		  	 	19,315	  	 	 	250,653	  	
Amortization, depreciation and impairment	  	6, 9	  	 	7,500	  	 	 	128,976	  	
Impairment allowances	  	22	  	 	(2,792	) 	 	 	(2,026	) 	
Change in provisions	  	22	  	 	9,372	  	 	 	23,638	  	
Grants released to income	  	22	  	 	(809	) 	 	 	(1,702	) 	
Gains/(losses) on derecognition and disposal of fixed assets	  	22	  	 	—	  	 	 	1,160	  	
Finance income	  	22	  	 	(2,595	) 	 	 	(10,832	) 	
Finance expense	  	22	  	 	8,663	  	 	 	116,474	  	
Net foreign exchange gains	  	22	  	 	(24	) 	 	 	(16,614	) 	
Change in fair value of financial instruments	  	22	  	 	—	  	 	 	11,579	  	
Change in trade receivables and other accounts receivable	  		  	 	59,574	  	 	 	41,628	  	
Change in trade payables and other accounts payable	  		  	 	(71,906	) 	 	 	(67,909	) 	
Other assets (payables)	  		  	 	(8,025	) 	 	 	(20,742	) 	
Interest paid	  		  	 	(3,340	) 	 	 	(63,269	) 	
Interest received	  		  	 	2,521	  	 	 	5,476	  	
Income tax paid	  		  	 	(6,467	) 	 	 	(30,750	) 	
Payments of provisions	  		  	 	(11,467	) 	 	 	(19,795	) 	
	  		  	 	 	 	 	 	 	 	
Net cash flows from/(used in) operating activities	  		  	 	(68,283	) 	 	 	99,599	  	
	  		  	 	 	 	 	 	 	 	
Investing activities	  		  				 				
Payments for acquisition of intangible assets	  	6	  	 	(3,313	) 	 	 	(13,551	) 	
Payments for acquisition of property, plant and equipment	  	9	  	 	(12,904	) 	 	 	(115,223	) 	
Payments for financial instruments	  	11	  	 	(34,548	) 	 	 	(14,829	) 	
Acquisition of subsidiaries	  	5	  	 	(795,363	) 	 	 	(13,284	) 	
Disposals of intangible assets	  	6	  	 	—	  	 	 	755	  	
Disposals of tangible assets	  	9	  	 	—	  	 	 	—	  	
Proceeds from other financial assets	  	11	  	 	—	  	 	 	32,731	  	
	  		  	 	 	 	 	 	 	 	
Net cash flows from/(used in) investing activities	  		  	 	(846,128	) 	 	 	(123,401	) 	
	  		  	 	 	 	 	 	 	 	
Financing activities	  		  				 				
Proceeds from issue of equity instruments	  	19	  	 	2,626	  	 	 	—	  	
Proceeds from borrowings from third parties	  	18	  	 	637,688	  	 	 	280,709	  	
Proceeds from borrowings from group companies	  	18	  	 	469,314	  	 	 	—	  	
Repayment of borrowings from third parties	  	18	  	 	—	  	 	 	(200,723	) 	
Repayment of borrowings from group companies	  	18	  	 	—	  	 	 	(48,765	) 	
	  		  	 	 	 	 	 	 	 	
Net cash flows from/(used in) financing activities	  		  	 	1,109,628	  	 	 	31,221	  	
	  		  	 	 	 	 	 	 	 	
Exchange differences	  		  	 	5,094	  	 	 	5,761	  	
Net increase in cash and cash equivalents	  		  	 	200,311	  	 	 	13,180	  	
	  		  	 	 	 	 	 	 	 	
Cash and cash equivalents at beginning of period	  	15	  	 	—	  	 	 	200,311	  	
	  		  	 	 	 	 	 	 	 	
Cash and cash equivalents at end of period	  		  	 	200,311	  	 	 	213,491	  	
	  		  	 	 	 	 	 	 	 	
The accompanying Notes 1 to 28 form part of the consolidated financial statements.
 
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 ATALAYA LUXCO MIDCO, S.A.R.L AND SUBSIDIARIES
(FORMERLY BC LUXCO MIDCO, S.A.R.L. AND SUBSIDIARIES)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE ONE-MONTH PERIOD ENDED DECEMBER 31, 2012 AND THE YEAR ENDED DECEMBER 31, 2013
1) ACTIVITY OF ATALAYA LUXCO MIDCO, S.A.R.L AND CORPORATE INFORMATION
Atalaya Luxco Midco—formerly BC Luxco Midco—(hereinafter the “Company”), and its subsidiaries (hereinafter the “Atento Group”) comprise a group of companies that offers contact management services to its clients throughout the entire contract life cycle, through contact centers or multichannel platforms.
The Company was incorporated on November 27, 2012 as a limited-liability company. Finally, on February 6, 2013, the Company changed its corporate name from BC Luxco Midco to Atalaya Luxco Midco.
The Company was incorporated under the laws of the Grand-Duchy of Luxembourg, with registered office in Luxembourg at 4, Rue Lou Hemmer.
The Company was acquired in 2012 by Bain Capital Partners, LLC (hereinafter “Bain Capital”). Bain Capital is a private investment fund that invests in companies with a high growth potential. Notable among its investments in the Customer Relationship Management (hereinafter “CRM”) sector is its holding in Bellsystem 24, a leader in customer service in Japan, and Genpact, the largest business management services company in the world.
In December 2012, Bain Capital reached a definitive agreement with Telefónica, S.A. for the transfer of nearly 100% of the CRM business carried out by Atento Group companies (hereinafter the “Acquisition”), the parent company of which was Atento Inversiones y Teleservicios, S.A. (hereinafter “AIT”). The Venezuela-based subsidiaries of the group headed by AIT, and AIT, except for some specific assets and liabilities, were not included in the Acquisition. Control was transferred for the purposes of creating the consolidated Atento Group on December 1, 2012. Until that time, the Company had been idle and the consolidated Atento Group did not exist. For this reason, these consolidated financial statements are presented since December 1, 2012, date the Atento Group was incorporated.
Note 3.t. contains a list of companies comprising the Atento Group, as well as pertinent information thereon. There were no changes in the scope of consolidation in 2013.
The sole shareholder of the Company is a firm incorporated under the laws of the Grand-Duchy of Luxembourg, ATALAYA Luxco TOPCO, S.C.A. (Luxembourg).
The Company’s corporate purpose is to hold business stakes of any kind in companies in Luxembourg and abroad, purchase and sell, subscribe or any other format, and transfer through sale, swap or otherwise of securities of any kind, and administration, management, control and development of the investment portfolio.
The Company may also act as the guarantor of loans and securities, as well as assist companies in which it holds direct or indirect interests or that form part of its group. The Company may secure funds, with the exception of public offerings, through any kind of lending, or through the issuance of bonds, securities or debt instruments in general.
The Company may also carry on any commercial, industrial, financial, real estate business or intellectual property related activity that it deems necessary to meet the aforementioned corporate purpose.
The corporate purpose of its subsidiaries, with the exception of the intermediate holding companies, is to establish, manage and operate CRM centers through multichannel platforms; provide telemarketing, marketing
 
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and “call center” services through service agencies or any other format currently existing or which may be developed in the future by the Atento Group; provide telecommunications, logistics, telecommunications system management, data transmission, processing and Internet services and to promote new technologies in these areas; offer consultancy and advisory services to customers in all areas in connection with telecommunications, processing, integration systems and new technologies, and other services related to the above.
2) BASIS OF PRESENTATION OF THE CONSOLIDATED FINANCIAL STATEMENTS
a) True and fair view
The consolidated financial statements have been prepared by Management on the basis of the accounting records of Atalaya Luxco Midco, S.A.R.L. and its Group companies, control of which was acquired by Bain on December 1, 2012.
The consolidated financial statements were prepared in accordance with the International Financial Reporting Standards (hereinafter “IFRS”) issued by the International Accounting Standard Board (hereinafter the “IASB”) and IFRIC interpretations prevailing at December 31, 2013. These are the Atento Group’s first consolidated financial statements prepared under IFRS.
The consolidated financial statements have been prepared on a historical cost basis, with the exception of derivative financial instruments and Contingent Value Instruments, which have been measured at fair value.
The consolidated financial statements have been issued by the Board of the Company, Atalaya Luxco Midco, S.A.R.L. in Luxembourg on April 29, 2014. These consolidated financial statements have not been yet approved by the General Shareholders Meeting of the Parent Company. However, the Board of Directors expects them to be approved without amendments.
The preparation of financial statements under IFRS requires the use of certain key accounting estimates. IFRS also requires Management to exercise judgment throughout the process of applying the Atento Group’s accounting policies. Note 3.s. discloses the areas entailing a more significant degree of judgment or complexity and the areas where assumptions and estimates are more relevant to the presentation of these consolidated financial statements.
Note 3 contains a detailed description of the most significant accounting policies used to prepare these consolidated financial statements.
The figures in these consolidated financial statements, comprising the consolidated statement of financial position, the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of changes in equity, the consolidated statement of cash flows, and the notes thereto are expressed in thousands of U.S. dollars, unless otherwise indicated. The U.S. Dollar is the Atento Group’s presentation currency.
These consolidated financial statements reflect the classification of companies in the ATALAYA Luxco TOPCO, S.C.A. and subsidiaries group as Group companies, separately identifying the pertinent balances and transactions from these companies from remaining receivables, payables, income, expenses, proceeds and payments.
b) Comparative information
Although the figures for the year ended December 31, 2013 correspond to a full year of activity for the Atento Group, the figures for 2012, shown for comparative purposes, correspond to the period in which the Atento Group began its activity, since December 1 to December 31, 2012. Accordingly, the figures for 2013 are not fully comparable with those for 2012.
 
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c) Consolidated statement of cash flows
The consolidated statement of cash flows has been prepared using the indirect method pursuant to International Accounting Standard 7 “Statement of Cash Flows”. Foreign currency transactions are translated at the average exchange rate for the period, in those cases where the currency differs from the presentation currency of Atento Group (U.S. dollar), as indicated in Note 3 b. The effect of exchange rate fluctuations on cash and cash equivalents, maintained or owed, in foreign currency, is presented in the statement of cash flows to reconcile cash and cash equivalents at the beginning of the period and at period-end.
d) Going concern
As of December 31, 2013, the Atento Group presents negative shareholders’ equity in an amount of 133,966 thousands of U.S. dollars (32,713 thousands of U.S. dollars as of December 31, 2012), primarily due to the incorporation of the new Group, following the acquisition of the former Atento Group, where equity has been negatively impacted by the costs incurred in connection with the acquisition and by integration related costs associated to the change in ownership. Shareholders’ equity is also negatively impacted by the impact of foreign exchanges in 2013 and the impact of the Atento Group’s financial structure reflected in the negative net finance result.
As of December 31, 2013 and 2012, all short term commitments had been settled within their periods, and it is expected that all debt maturities within the next twelve months will be settled in the required periods.
Management considers that the fundamentals of the business remain sound and that the following factors reasonably will further contribute to mitigate any uncertainty on the capacity of the Atento Group to generate enough resources in order to operate under a going concern basis:
 
 	•	 	Atento Group enjoys a sound liquidity position with total cash and cash equivalents as at December 31, 2013 amounting to 213,491 thousands U.S. dollars, above our minimum cash requirements to operate the business (compared to 200,311 thousands U.S. dollars in 2012). In addition, we entered into a Super Senior Revolving Credit Facility in 2013 allowing for borrowings up to 69 million U.S. dollars, which remains undrawn as at December 31, 2013.	
 
 	•	 	As indicated in the paragraph above, the Atento Group has cash and financing facilities available to cover payments arising in the normal course of its business and financing commitments arisen from our debt commitments, as well as positive working capital.	
 
 	•	 	Atento Group continues to implement measures with the objective of growing revenue in the medium term. Revenue growth is expected to be driven by accelerated customer acquisitions, focus on further expanding our multi-sector customers leveraging on our strong credentials and market position in the countries where we operate.	
 
 	•	 	In addition to the above, the Atento Group is also focused on several initiatives to further drive margin expansion and incremental EBITDA potential through enhancement of operations productivity, centralization and standardization of activities following the exit from Telefónica Group, such procurement activities, and efficiencies in costs.	
 
 	•	 	The measures described above are not only oriented to an improvement in revenue and margins but also to improve the cash generation and the efficiency of working capital.	
 
 	•	 	The Atento Group has debt instruments available, such as the Preferred Equity Certificates described in Note 26, which can be capitalized as equity if necessary and which would have a double impact of reducing finance expenses and reducing negative retained earnings.	
Accordingly, management has prepared these consolidated financial statements based on the principle of going concern.
 
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3) ACCOUNTING POLICIES AND MEASUREMENT CRITERIA
The main accounting policies used in preparing the accompanying consolidated financial statements are set out below. Except where otherwise indicated, these policies have been applied on a consistent basis in all periods shown in the statements.
a) Subsidiaries, business combinations and goodwill
Subsidiaries are all companies in which the Group is able to control financial and operating policies, a position which is generally accompanied by an ownership interest entitling it to more than half of the voting rights. To determine whether the Group controls another company, the existence and effect of potential voting rights that are currently exercisable or convertible are taken into account. In cases where the Group does not hold more than 50% of voting rights but is able to guide the financial and operating policies of a given investee, an assessment is carried out to determine whether control exists.
Subsidiaries are consolidated as from the date their control is transferred to the Group, and they are excluded from consolidation as from the date the Group ceases to exercise control.
The Group applies the acquisition method when recognizing business combinations. The consideration given for the acquisition of a subsidiary is understood to correspond to the fair value of the assets transferred, the liabilities assumed vis-à-vis the former owners of the acquiree, and any equity instruments therein issued by the Group. The consideration given includes the fair value of any asset or liability stemming from any contingent consideration agreement.
Any contingent consideration to be transferred by the Group is recognized at fair value at the acquisition date. Subsequent changes in the fair value of any contingent consideration deemed an asset or a liability are recognized in income or as a change in other comprehensive income, in accordance with IAS 39, Financial Instruments: Recognition and Measurement. Contingent consideration classified as equity is not remeasured, and any subsequent settlement thereof is also recognized in equity. Costs related with the acquisition are recognized as expenses in the year incurred.
Identifiable assets acquired and identifiable liabilities and contingent liabilities assumed in a business combination are initially measured at fair value at the acquisition date.
Goodwill is initially measured as any excess of total consideration given over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is greater than the aggregate consideration transferred, the difference is recognized on the income statement.
Goodwill is tested for impairment annually, or more frequently if there are certain events or changes in circumstances indicating potential impairment.
As part of this impairment test, the goodwill acquired in a business combination is assigned to each cash-generating unit, or group of cash-generating units, that is expected to benefit from the synergies arising in the business combination.
The carrying amount of the assets allocated to each cash generating unit is then compared with its recoverable amount, which is the greater of the value in use or the fair value less costs to sell. Any impairment loss is immediately taken to the income statement, and may not be reversed (see section h).
b) Presentation currency
The consolidated financial statements are presented in thousands of U.S. dollar, which is the presentation currency of the Atento Group.
 
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c) Foreign currency translation
The results and financial position of all Atento Group entities (none of which uses a currency of an inflationary economy) whose functional currency is different from the presentation currency are translated to the presentation currency as follows:
 
 	•	 	Statement of financial position assets and liabilities are translated at the exchange rate prevailing at the reporting date.	
 
 	•	 	Income statement items are translated at average exchange rates for the year.	
 
 	•	 	Proceeds and payments shown on the statement of cash flows are translated at average exchange rates for the period.	
 
 	•	 	Retained earnings are translated at historical exchange rates.	
Goodwill and fair value adjustments to net assets arising from the acquisition of a foreign company are considered to be assets and liabilities of the foreign company and are translated at year-end exchange rates.
d) Foreign currency transactions
Transactions in foreign currency are translated to the functional currency using exchange rates prevailing at the transaction or measurement date, in the case of items being remeasured. Foreign exchange gains and losses on settlement of these transactions and the conversion at reporting date exchange rates of monetary assets and liabilities denominated in different currency from the functional currency are recognized in the income statement, except where taken to comprehensive income, such as in the case of cash flow hedges.
e) Segment information
Segment information is presented in accordance with the internal information supplied to the chief operating decision maker. The chief operating decision maker, which is responsible for allocating resources and evaluating the performance of operational segments, has been identified as the CEO responsible for strategic decisions.
The chief operating decision maker considers the business from the geographic perspective and analyzes it as three operational segments—EMEA, Americas and Brazil. Note 23 shows detailed information by segment.
f) Intangible assets
Intangible assets are stated at acquisition cost, less any accumulated amortization and any accumulated impairment losses.
The intangible assets acquired in a business combination are initially measured at fair value at the acquisition date.
Acquisition cost comprises the purchase price, import duties and non-refundable taxes, after deducting trade discounts and rebates, and directly attributable costs of readying the asset for its intended use.
The useful lives of intangible assets are assessed on a case-by-case basis to be either finite or indefinite. Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful life and assessed for impairment whenever events or changes indicate that their carrying amount may not be recoverable.
The amortization charge on intangible assets is recognized in the consolidated income statement under “Depreciation and amortization.”
Amortization methods and schedules are revised annually at the end of each reporting period and, where appropriate, adjusted prospectively.
 
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Customer base
The customer base is stated at cost and amortized on a straight-line basis over its useful life, which has been estimated to be between seven to twelve years. The customer base relates to all agreements, tacit or explicit, entered into between the Atento Group and the former owner of the Atento Group and between the Atento Group and other customers, in relation to the provision of services and that were acquired as part of the business combination indicated in Note 5.
Software
Software is measured at cost and amortized on a straight-line basis over its useful life, generally estimated at between three and five years. The cost of maintaining software is expensed as incurred.
Development costs directly attributable to the design and creation of software trails that are identifiable and unique, and that may be controlled by the Group, are recognized as an intangible asset providing the following conditions are met:
 
 	•	 	It is technically feasible that the intangible asset may be completed so that it will be available for use or sale.	
 
 	•	 	Management intends to complete the asset for use or sale.	
 
 	•	 	The Group has the capacity to use or sell the asset.	
 
 	•	 	It is possible to evidence how the intangible asset will generate probable future economic benefits.	
 
 	•	 	Adequate technical, financial and other resources are available to complete the development and to use or sell the intangible asset.	
 
 	•	 	The outlay attributable to the intangible asset during its development can be reliably determined.	
Directly attributable costs capitalized in the value of the software include the cost of personnel developing the programs and an appropriate percentage of overheads.
Costs that do not meet the criteria listed above are recognized as an expense when incurred. Expenditures for an intangible asset that are initially recognized as expenses for the period may not be subsequently recognized as intangible assets.
Capitalized software development costs are amortized over their estimated useful lives, which normally does not exceed three years.
Intellectual property
Amounts paid to acquire or use intellectual property are recognized under “Intellectual property”. Intellectual property is amortized on a straight-line basis over its useful life, estimated at 10 years.
Other intangible assets
Other intangible assets are amortized on a straight-line basis over their useful lives, which range from four to ten years.
g) Property, plant and equipment
Property, plant and equipment are measured at cost, less accumulated depreciation and any impairment losses. Land is not depreciated.
Property, plant and equipment acquired in a business combination are initially measured at fair value at the acquisition date.
 
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Acquisition cost comprises the purchase price, import duties and non-refundable taxes, after deducting trade discounts and rebates, and directly attributable costs of readying the asset for its intended use.
Acquisition cost also includes, where appropriate, the initial estimate of decommissioning, withdrawal and site reconditioning costs when the Atento Group is obliged to bear this expenditure due to the use made of the assets. Repairs that do not prolong the useful life of the assets and maintenance costs are recognized directly in the income statement. Costs that prolong or improve the life of the asset are capitalized as an increase in the cost of the asset.
The Atento Group assesses the need to write down, if appropriate, the carrying amount of each item of property, plant and equipment to its period-end recoverable amount whenever there are indications that the assets’ carrying amount may not be fully recoverable through the generation of sufficient future revenue. The impairment allowance is reversed if the factors giving rise to the impairment cease to exist (see section h).
The depreciation charge for items of property, plant and equipment is recognized in the consolidated income statement under “Depreciation and amortization.”
Depreciation is calculated on a straight-line basis over the useful life of the asset applying individual rates to each asset, which are reviewed at the end of each reporting period. For those assets acquired through a business combination, the Atento Group decided to maintain its useful lives.
The useful lives generally used by the Atento Group are as follows:

 	  	Years of useful life	
Owned buildings and Leasehold improvements	  	5 – 40	
Plant and equipment	  	3 – 6	
Furniture	  	4 – 10	
Data processing equipment	  	1 – 5	
Vehicles	  	7	
Other property, plant and equipment	  	5 – 8	
h) Impairment of non-current assets
The Atento Group assesses at each reporting date whether there is an indication that a non-current asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required (e.g. goodwill), the Atento Group estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of fair value less costs to sell or its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered to be impaired. In this case, the carrying amount is written down to its recoverable amount and the resulting loss is recognized in the income statement. Future depreciation/amortization charges are adjusted for the asset’s new carrying amount over its remaining useful life. Management analyzes the impairment of each asset individually, except in the case of assets that generate cash flows which are interdependent on those generated by other assets (cash-generating units).
The Atento Group bases the calculation of impairment on the business plans of the various cash generating units to which the assets are allocated. These business plans cover five years. The projections in year five and beyond are modeled based on an estimated constant or decreasing growth rate.
When there are new events or changes in circumstances that indicate that a previously recognized impairment loss no longer exists or has been decreased, a new estimate of the asset’s recoverable amount is made. A previously recognized impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognized. If that is the case, the
 
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carrying amount of the asset is increased to its recoverable amount. The reversal is limited to the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in the income statement and the depreciation charge is adjusted in future periods to reflect the asset’s revised carrying amount. Impairment losses relating to goodwill cannot be reversed in future periods.
i) Financial assets and liabilities
Financial assets
Upon initial recognition, the Atento Group classifies its financial assets into one of four categories: financial assets at fair value through profit or loss, loans and receivables, held-to-maturity investments and available-for-sale financial assets. These classifications are reviewed at the end of each reporting period and modified where applicable.
The Atento Group has classified all its financial assets as loans and receivables, except for its derivative financial instruments.
All purchases and sales of financial assets are recognized on the statement of financial position on the transaction date, i.e., when the commitment is made to purchase or sell the asset.
A financial asset is fully or partially derecognized from the statement of financial position only when:
1. The rights to receive cash flows from the asset have expired;
2. The Atento Group has assumed an obligation to pay the cash flows received from the asset to a third party; or
3. The Atento Group has transferred its rights to receive cash flows from the asset to a third party, thereby substantially transferring all the risks and rewards of the asset.
Financial assets and financial liabilities are offset and presented net on the statement of financial position when a legally enforceable right exists to offset the amounts recognized and the Atento Group intends to settle the assets and liabilities net or to simultaneously realize the asset and cancel the liability.
Loans and receivables include fixed-maturity financial assets not listed in active markets and that are not derivatives. They are classified as current assets, except for those maturing more than twelve months after the reporting date, which are classified as non-current assets. Loans and receivables are initially recognized at fair value plus any transaction costs, and are subsequently measured at amortized cost, using the effective interest method. Interest calculated using the effective interest method is recognized under finance income in the income statement.
The Atento Group assesses at each reporting date whether a financial asset is impaired. Where there is objective evidence of impairment of a financial asset valued at amortized cost, the amount of the loss to be taken to the income statement is measured as the difference between the carrying amount and the present value of estimated future cash flows (without taking into account future loss), discounted at the asset’s original effective interest rate. The carrying amount of the asset is reduced and the amount of the impairment loss is expensed in the consolidated income statement.
Trade receivables
Trade receivables are amounts due from customers for the sale of goods or services in the normal course of business. Receivables slated for collection in twelve months or less are classified as current assets; otherwise, the balances are considered non-current assets.
 
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Trade receivables are recognized at the original invoice amount. An impairment provision is recorded when there is objective evidence of collection risk. The amount of the impairment provision is calculated as the difference between the carrying amount of the doubtful trade receivables and their recoverable amount. In general, cash flows relating to short-term receivables are not discounted.
Cash and cash equivalents
Cash and cash equivalents in the consolidated statement of financial position comprise cash on hand and at banks, demand deposits and other highly liquid investments with an original maturity of three months or less.
For the purpose of the consolidated statement of cash flows, cash and cash equivalents are shown net of any outstanding bank overdrafts.
Financial liabilities
Interest-bearing debt (Borrowings)
Interest-bearing debt is initially recorded at the fair value of the consideration received, less directly attributable transaction costs. After initial recognition, these financial liabilities are measured at amortized cost using the effective interest method. Any difference between the cash received (net of transaction costs) and the repayment value is recognized in the income statement over the life of the debt. Interest-bearing debt is considered non-current when the maturity date is longer than twelve months from the reporting date or when the Atento Group has full discretion to defer settlement for at least another twelve months from that date.
Financial liabilities are derecognized from the statement of financial position when the corresponding obligation is settled, cancelled or matures.
When the conditions agreed for a financial liability or part thereof are substantially modified, such modification is treated as a derecognition of the original liability and the recognition of a new liability. Conditions are considered substantially different when there is more than a 10% difference between the present value of cash flows discounted under the new terms using the original effective interest rate, including any commissions paid net of any commissions received, and the present discounted value of the cash flows remaining on the original financial liability. When an exchange of debt instruments or a modification of conditions thereof is recorded as an extinction, the costs or commissions incurred are recognized as part of the gains or losses on the extinction. When an exchange of debt instruments or a modification of conditions thereof is not recorded as an extinction, the costs and commissions will adjust the carrying amount of the liability and will be amortized throughout the remaining life of the modified liability.
Trade payables
Trade payables are payment obligations in respect of goods or services received from suppliers in the ordinary course of business. Trade payables falling due in twelve months or less are classified as current liabilities; otherwise, the balances are considered non-current liabilities.
Trade payables are initially recognized at fair value and subsequently measured at amortized cost using the effective interest method.
j) Derivative financial instruments and hedging
Derivative financial instruments are initially recognized at fair value at the date contractually arranged. The fair value is reassessed at each reporting date.
The accounting treatment for any gains or losses resulting from changes in the fair value of a derivative instrument qualifies as a hedge and, where applicable, the nature of the hedge relationship.
The Atento Group designates certain derivatives as cash flow hedges.
 
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At the inception of the hedge, the Atento Group documents the relationship between the hedging instruments and the hedged items, as well as the risk management objectives and strategy for groups of hedges. The Atento Group also documents its assessment, both at the inception of the hedge and throughout the term thereof, of whether the derivatives used are highly effective for offsetting changes in the fair value or in the cash flows of the hedged items.
The fair value of a hedging derivative is classified as a non-current asset or liability, as applicable, if the remaining maturity of the hedged item exceeds twelve months; otherwise, it is classified as a current asset or liability.
Cash flow hedges
The effective portion of the fair value of derivatives designated and classified as cash flow hedges is recognized in equity. Gains or losses in respect of the ineffective portion are taken to the income statement as incurred.
Amounts accumulated in equity are reclassified to the income statement in the periods in which the hedged item affects profit or loss.
When a hedging instrument matures or is sold, or when the requirements for hedge accounting are no longer met, any gain or loss accumulated in equity up until that moment remains in equity until the forecast transaction is definitively recognized in the income statement.
Derivatives which are not considered as hedging instruments
Variations in fair value of the derivative financial instruments that are not considered as hedging derivatives are recorded in the income statement.
k) Share capital
The ordinary shares of the Company are classified as equity (Note 19).
Incremental costs directly attributable to the issuance of new shares or options are deducted from proceeds raised in equity, net of the tax effect.
Whenever any Group company acquires shares in the Company (treasury shares), the consideration paid, including any directly attributable incremental cost (net of income taxes) is deducted from equity attributable to equity holders of the Company until the shares are cancelled, newly issued or sold. When these shares are subsequently reissued, all amounts received, net of any directly attributable incremental transaction cost and the corresponding income tax effect, are included in equity attributable to equity holders of the Company.
l) Grants received
Government grants are recognized as “Deferred income” under “Other non-trade payables” within the statement of financial position where there is reasonable assurance that the grant will be received and all attaching conditions will be complied with. The grants are released to income, as “Operating grants” classified under “Other operating income,” in the income statement in equal amounts over the useful life of the assets financed. When the grant relates to an expense item, it is recognized as income over the period necessary to match the grant to the costs that it is intended to compensate.
m) Provisions
Provisions are recognized when the Atento Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle
 
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the obligation and a reliable estimate can be made of the amount of the obligation. Provisions for restructuring include penalties for the cancellation of leases and other contracts, as well as compensation paid for employee dismissals. Provisions are not recognized for future operating losses.
When the Atento Group is virtually certain that some or all of a provision is to be reimbursed, for example under an insurance contract, a separate asset is recognized in the statement of financial position and the expense relating to the provision is taken to the income statement, net of the expected reimbursement.
Provisions are measured at the present value of the estimated expenditure necessary to settle the obligation, using a pre-tax rate that reflects the time value of money and the specific risks inherent in the obligation. Any increase in the provision due to the passage of time is recognized as a finance cost.
Contingent liabilities represent possible obligations with third parties and existing obligations that are not recognized given that it is not likely that an outflow of economic resources will be required in order to settle the obligation or because the amount cannot be reliably estimated. Contingent liabilities are not recognized on the consolidated statement of financial position unless they are acquired for consideration as part of a business combination.
n) Employee benefits
Pension obligations
The Atento Group has arranged defined contribution pension plans for employees in Mexico and Brasil. Under defined contribution plans, the Atento Group makes a set of contributions to a pension fund and bears no legal or implicit obligation to make additional contributions if the fund fails to hold sufficient assets to pay all employees the benefits corresponding to the services rendered in the present year and in prior years.
As part of its defined contribution plans, the Atento Group makes contributions to pension insurance plans managed publically or privately, on an obligatory, contractual or voluntary basis. Once the contributions have been made, the Atento Group has no additional payment obligations. The contributions are recognized as employee benefits when accrued. Benefits paid in advance are recognized as an asset insofar as they entail a cash reimbursement or a reduction in future payments.
Management Incentivation Plan
In 2013 the Shareholders of the Atento Group have established a management incentivation plan which is described in Note 26.
Termination benefits
Termination benefits are paid to employees when the Atento Group decides to terminate their employment contracts prior to the usual retirement age or when the employee agrees to voluntarily resign in exchange for these benefits. The Atento Group recognizes these benefits as an expense for the year, at the earliest of the following dates: (a) when the Atento Group is no longer able to withdraw the offer for these benefits; or (b) when the Atento Group company recognizes the costs of a restructuring effort as per IAS 37, Provisions, Contingent Liabilities and Contingent Assets, and when this restructuring entails the payment of termination benefits. When benefits are offered in order to encourage the voluntary resignation of employees, termination benefits are measured on the basis of the number of employees expected to accept the offer. Benefits to be paid in more than twelve months from the reporting date are discounted to their present value.
o) Income tax
This heading in the accompanying consolidated income statement includes all the expenses and credits arising from the corporate income tax levied on all the Atento Group companies.
 
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Income tax expense of each period is the aggregate amount of current and deferred taxes, if applicable.
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted at the reporting date in each country in which the Atento Group operates.
Deferred taxes are calculated based on analysis of the statement of financial position, in consideration of temporary differences generated from differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
The main temporary differences arise due to differences between the tax bases and carrying amounts of plant, property and equipment, intangible assets, goodwill and non-deductible provisions, as well as differences between the fair value and tax bases of net assets acquired from a subsidiary.
Furthermore, deferred tax assets arise from unused tax credits and tax loss carryforwards.
Atento Group determines deferred tax assets and liabilities by applying the tax rates that will be effective when the corresponding asset is received or the liability settled, based on tax rates and tax laws that are enacted (or substantively enacted) at the reporting date.
The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of that deferred tax asset to be utilized. Unrecognized deferred income tax assets are reassessed at each reporting date and are recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Deferred tax liabilities associated with investments in subsidiaries and branches are not recognized when the timing of the reversal can be controlled by the parent company and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred income tax relating to items directly recognized in equity is also recognized in equity. Deferred tax assets and liabilities resulting from business combinations are added to or deducted from goodwill.
Deferred tax assets and liabilities are offset only if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.
p) Revenue and expense
Revenue and expenses are recognized on the income statement on an accrual basis; i.e. when the goods or services represented by them take place, regardless of when actual payment or collection occurs.
Revenue is measured at the fair value of the consideration received or to be received, and represents amounts to be collected for goods or services sold, net of discounts, returns and value added tax. Revenues are recognized when the income can be reliably measured, when it is probable that the Company will receive a future economic benefit, and when certain conditions are met for each Group activity carried out.
Services sales are recognized in the accounting period in which the services are rendered, by reference to the percentage completion, when the revenues and costs of the services contract, as well as the stage of completion thereof, can be reliably estimated and it is probable that the related receivables will be recovered. When one or more of these service contract elements cannot be reliably estimated, revenues from the sale of services are recognized only up to the contract costs incurred for which recovery is deemed probable.
 
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The Atento Group obtains revenue mainly from the provision of customer services, recognizing the revenue when the teleoperation occurs (based on the stage of completion of the service provided) or when certain contact center consulting work is carried out.
Expenses are recognized in the income statement on an accrual basis; i.e. when the goods or services represented by them take place, regardless of when actual payment or collection occurs.
Atento Group’s incorporation, start-up and research expenses, as well as expenses that do not qualify for capitalization under IFRS, are recognized in the consolidated income statement when incurred and classified in accordance with their nature.
q) Interest income and expense
Interest expense incurred in the construction of any qualified asset is capitalized during the time necessary to complete the asset and prepare it for the intended use. All other interest expenditure is expensed in the year incurred.
Interest income is recognized using the effective interest method. When a loan or a receivable has been impaired, the carrying amount is reduced to the recoverable amount, discounting the estimated future cash flows at the instrument’s original effective interest rate and recognizing the discount as a decrease in interest income. Interest income on impaired loans is recognized when the cash is collected or on the basis of recovery of the cost when the loan is secured.
r) Leases (as lessee)
Leases where the lessor does not transfer substantially all the risks and benefits of ownership of the asset are classified as operating leases. Operating lease payments are recognized as an expense in the income statement on a straight-line basis over the lease term.
The Atento Group rents certain properties. Those lease arrangements under which the Atento Group holds the significant risks and benefits inherent in owning the leased item are treated as finance leases. Finance leases are capitalized as an asset at the inception of the lease period and classified according to their nature. The related debt is recorded at the lower of the present value of the minimum lease payments agreed and the fair value of the leased asset. Lease payments are proportionally assigned to reduce the principal of the lease liability and to cover the related finance charge. Finance charges are reflected on the income statement over the lease term so as to achieve a constant rate of interest on the balance pending repayment in each period.
s) Use of estimates and judgments in the recognition of assets and liabilities
The preparation of consolidated financial statements under IFRS requires the use of certain assumptions and estimates that affect the recognized amount of assets, liabilities, income, and expenses, as well as the related breakdowns.
Some of the accounting policies applied in preparing the accompanying consolidated financial statements required Management to apply significant judgments in order to select the most appropriate assumptions for determining these estimates. These assumptions and estimates are based on Management’s experience, the advice of consultants and experts, forecasts and other circumstances and expectations prevailing at year end. Management’s evaluation takes into account the global economic situation in the sector in which the Atento Group operates, as well as future outlooks for the business. By virtue of their nature, these judgments are inherently subject to uncertainty. Consequently, actual results could differ substantially from the estimates and assumptions used. Should this occur, the values of the related assets and liabilities would be adjusted accordingly.
 
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At the date of preparation of these consolidated financial statements, no relevant changes are forecasted in the estimates. As a result, no significant adjustments in the values of the assets and liabilities recognized at December 31, 2012 and 2013 are expected.
Although these estimates were made on the basis of the best information available at each reporting date on the events analyzed, events that take place in the future might make it necessary to change these estimates in coming years. Changes in accounting estimates would be applied prospectively in accordance with the requirements of IAS 8, Accounting Policies, Change in Accounting Estimates and Errors, recognizing the effects of the change in estimates in the related consolidated income statement.
An explanation of the estimates and judgments that entail significant risk of leading to a material adjustment in the carrying amounts of assets and liabilities in the coming financial year is as follows:
Revenue recognition
The Atento Group recognizes revenues on an accrual basis during the period in which the services are rendered, by reference to the stage of completion of the specific transaction and assessed on the basis of the actual service provided as a proportion of the total service to be provided, as described in Note 3.p. above. Recognizing service revenue by reference to the stage of completion involves the use of estimates in relation to certain key elements of the service contracts, such as contract costs, period of execution and allowances related to the contracts. As far as practicable the Atento Group applies past experience and specific quantitative indicators in its estimates, considering the specific circumstances applicable to specific customers or contracts. If certain circumstances have occurred that may have an impact on the initially estimated revenue, costs or percentage of completion, estimates are reviewed based on such circumstances. Such reviews may result in adjustments to costs and revenue recognized for a period.
Useful life of property, plant and equipment and intangible assets
The accounting treatment of items of property, plant and equipment and intangible assets entails the use of estimates to determine their useful life for depreciation and amortization purposes. In determining useful life, it is necessary to estimate the level of use of assets as well as forecast technological trends in the assets. Assumptions regarding the level of use, the technological framework and the future development require a significant degree of judgment, bearing in mind that these aspects are rather difficult to foresee. Changes in the level of use of assets or in their technological development could result in a modification of their useful lives and, consequently, in the associated depreciation or amortization.
Estimated impairment of goodwill
The Atento Group tests goodwill for impairment annually, in accordance with the accounting principle described in Note 3 h. Goodwill is subject to impairment testing as part of the cash-generating unit to which it has been allocated. The recoverable amounts of cash-generating units defined in order to identify potential impairment in goodwill are determined on the basis of value in use, applying five-year financial forecasts based on the Atento Group’s strategic plans, approved and reviewed by Management. These calculations entail the use of assumptions and estimates, and require a significant degree of judgment. The main variables considered in the sensitivity analyses are growth rates, discount rates using the weighted average cost of capital (WACC) and the key business variables.
Deferred taxes
The Atento Group assesses the recoverability of deferred tax assets based on estimates of future earnings. The ability to recover these deferred amounts depends ultimately on the Atento Group’s ability to generate taxable earnings over the period in which the deferred tax assets remain deductible. This analysis is based on the estimated timing of the reversal of deferred tax liabilities, as well as estimates of taxable earnings, which are sourced from internal projections and are continuously updated to reflect the latest trends.
 
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The appropriate classification of tax assets and liabilities depends on a series of factors, including estimates as to the timing and realization of deferred tax assets and the projected tax payment schedule. Actual income tax receipts and payments could differ from the estimates made by the Atento Group as a result of changes in tax legislation or unforeseen transactions that could affect tax balances (see Note 20).
The Atento Group has recognized tax credits corresponding to loss carry forwards since based on internal projections it is probable there will be future taxable profits against which they may be utilized.
The carrying amount of deferred income tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of that deferred tax asset to be utilized. Unrecognized deferred income tax assets are reassessed at each reporting date and are recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
Provisions
Provisions are recognized when the Atento Group has a present obligation as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. This obligation may be legal or constructive, deriving from, inter alia, regulations, contracts, customary practice or public commitments that lead third parties to reasonably expect that the Atento Group will assume certain responsibilities. The amount of the provision is determined based on the best estimate of the outlay required to settle the obligation, bearing in mind all available information at the reporting date, including the opinions of independent experts such as legal counsel or consultants.
No provision is recognized if the amount of liability cannot be estimated reliably. In such a case, the relevant information would be provided in the notes to the consolidated financial statements.
Given the uncertainties inherent in the estimates used to determine the amount of provisions, actual outflows of resources may differ from the amounts recognized originally on the basis of the estimates (see Note 21).
Fair value of derivatives and CVIs
The Atento Group uses derivative financial instruments to mitigate risks, primarily derived from possible fluctuations in interest rates on loans received. Derivatives are recognized at the onset of the contract at fair value, subsequently re-measuring the fair value and adjusting as necessary at each reporting date.
The fair value of derivative financial instruments is calculated on the basis of observable market data available, either in respect of market prices or through the application of valuation techniques (Level 2). The valuation techniques used to calculate the fair value of derivative financial instruments include the discounting of future cash flows associated with the instruments, applying assumptions based on market conditions at the valuation date or using prices established for similar instruments, among others. These estimates are based on available market information and appropriate valuation techniques. The fair values calculated could differ significantly if other market assumptions and/or estimation techniques were applied.
Discounted cash flow analyses, are used to analyze the fair value of the contingent-value instruments (“CVI”) (Level 3). The fair value of the CVIs are based upon discounted cash flow analyses for which the determination of fair value requires significant management judgment or estimation and result in a higher degree of financial statement volatility.
t) Consolidation method
All subsidiaries are fully consolidated. Intragroup income and expense are eliminated on consolidation, as are all receivables and payables between Group companies. Gains and losses arising on intragroup transactions are also eliminated. Where necessary, the accounting policies of subsidiaries have been brought into line with those adopted in the Atento Group.
 
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Details of Atento Group subsidiaries at December 31, 2012 and 2013 are as follows:

Name	 	Registered
address	 	Line of business	 	Functional
currency	 	% interest  1	 	Holding company	
Atento Luxco 1, S.A.	 	Luxembourg	 	Holding company	 	EUR	 	100	 	Atalaya Luxco Midco, S.a.R.L.	
Atalaya Luxco 2, S.a.r.l.	 	Luxembourg	 	Holding company	 	EUR	 	100	 	Atento Luxco 1, S.A.	
Atalaya Luxco 3, S.a.r.l.	 	Luxembourg	 	Holding company	 	EUR	 	100	 	Atento Luxco 1, S.A.	
	 		 		 		 		 	Atalaya Luxco 2, S.a.r.l.	
Atento Argentina, S.A.	 	Buenos Aires (Argentina)	 	Operation of call centers	 	ARS	 	90
10	 	Atalaya Luxco 3, S.a.r.l.	
	 		 		 		 		 	Atalaya Luxco 2, S.a.r.l.	
Atusa, S.A.	 	Buenos Aires (Argentina)	 	Operation of call centers	 	ARS	 	90
10	 	Atalaya Luxco 3, S.a.r.l.	
	 		 		 		 		 	Atalaya Luxco 2, S.a.r.l.	
Microcentro de Contacto, S.A.	 	Buenos Aires (Argentina)	 	Operation of call centers	 	ARS	 	90
10	 	Atalaya Luxco 3, S.a.r.l.	
	 		 		 		 		 	Atalaya Luxco 2, S.a.r.l.	
Córdoba de Gestiones y
Contactos, S.A.	 	 
Buenos Aires (Argentina)	 	 
Operation of call centers	 	 
ARS	 	 
90
10	 	 
Atalaya Luxco 3, S.a.r.l.	
	 		 		 		 		 	Atalaya Luxco 2, S.a.r.l.	
Centros de Contacto Salta, S.A.	 	Buenos Aires (Argentina)	 	Operation of call centers	 	ARS	 	90
10	 	Atalaya Luxco 3, S.a.r.l.	
	 		 		 		 		 	Atalaya Luxco 2, S.a.r.l.	
Mar de Plata Gestiones y
Contactos, S.A.	 	 
Buenos Aires (Argentina)	 	 
Operation of call centers	 	 
ARS	 	 
90
10	 	 
Atalaya Luxco 3, S.a.r.l.	
Atento Spain Holdco, S.L.U.	 	Madrid (Spain)	 	Holding company	 	EUR	 	100	 	Atento Luxco 1, S.A.	
Atento B V	 	Amsterdam (Netherlands)	 	Operation of call centers	 	EUR	 	100	 	Atento Spain Holdco 2, S.L.U.	
Atento Teleservicios España, S.A.U.	 	Madrid (Spain)	 	Operation of call centers	 	EUR	 	100	 	Atento Spain Holdco 2, S.L.U.	
Atento Servicios Técnicos y Consultoría S.A.U.	 	 
Madrid
(Spain)	 	 
Execution of technological projects and services, and consultancy services	 	 
EUR	 	 
100	 	 
Atento Teleservicios España S.A.U.	
Atento Impulsa, S.A.U	 	Barcelona (Spain)	 	Management of specialized employment centers for disabled workers	 	EUR	 	100	 	Atento Teleservicios España S.A.U.	
Atento Servicios Auxiliares de Contact Center, S.A.U.	 	 
Madrid (Spain)	 	 
Execution of technological projects and services, and consultancy services	 	 
EUR	 	 
100	 	 
Atento Teleservicios España, S.A.U.	
Atento Maroc, S.A.	 	Casablanca (Morocco)	 	Operation of call centers	 	MAD	 	99.9991	 	Atento Teleservicios España S.A.U.	
Contact US Teleservices Inc	 	Houston, Texas (USA)	 	Operation of call centers	 	USD	 	100	 	Atento Mexicana, S.A. de C.V.	
Atento Brasil, S.A.	 	São Paulo (Brazil)	 	Operation of call centers	 	BRL	 	99.999	 	Atento Spain Holdco 4, S.A.U.	
Atento Spain Holdco 4, S.A.U. 2	 	Madrid (Spain)	 	Holding company	 	EUR	 	100	 	Atento Spain Holdco, S.L.U.	
	 		 		 		 	83.3333	 	Atento B.V.	
Teleatento del Perú, S.A.C.	 	Lima (Peru)	 	Operation of call centers	 	PEN	 	16.6667	 	Atento Holding Chile, S.A.	
	 		 		 		 	94.97871	 	Atento B.V.	
	 		 		 		 	0.00424	 	Atento Servicios Auxiliares de Contact Center, S.L.U.	
	 		 		 		 	0.00854	 	Atento Servicios Técnicos y Consultoría, S.L.U	
	 		 		 		 	5.004270	 	Atento Teleservicios España, S.A.U.	
 
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Name	 	Registered
address	 	Line of business	 	Functional
currency	 	% interest  1	 	Holding company	
Atento Colombia, S.A.	 	Bogota DC
(Colombia)	 	Operation of call centers	 	COP	 	0.00424	 	Teleatento del Perú, S.A.C.	
Atento Holding Chile, S.A.	 	Santiago de Chile
(Chile)	 	Holding company	 	CLP	 	99.9999	 	Atento B.V.	
Atento Chile, S.A.	 	Santiago de Chile
(Chile)	 	Operation of call centers	 	CLP	 	99.99	 	Atento Holding Chile, S.A.	
	 		 		 		 	99	 	Atento Chile, S.A.	
Atento Educación Limitada	 	Santiago de Chile
(Chile)	 	Operation of call centers	 	CLP	 	1	 	Atento Holding Chile, S.A.	
	 		 		 		 	99	 	Atento Chile, S.A.	
Atento Centro de Formación Técnica Limitada	 	 
Santiago de Chile
(Chile)	 	 
Operation of call centers	 	 
CLP	 	 
1	 	 
Atento Holding Chile, S.A.	
Atento Puerto Rico, Inc.	 	Guaynabo
(Puerto
Rico)	 	Operation of call centers	 	USD	 	100	 	BC Atalaya Mexholdco, S.A.	
Atento Mexicana, S.A. de C.V.	 	Mexico City
(Mexico)	 	Operation of call centers	 	MXN	 	99.99	 	BC Atalaya Mexholdco, S.A.	
	 		 		 		 	99.9995	 	Atento Mexicana, S.A. de C.V.	
Atento Servicios, S.A. de C.V.	 	Mexico City
(Mexico)	 	Sale of goods and services	 	MXN	 	0.0005	 	Atento Atención y Servicios, S.A. de C.V.	
	 		 		 		 	99.998	 	Atento Mexicana, S.A. de C.V.	
Atento Atención y Servicios, S.A. de C.V.	 	 
Mexico City
(Mexico)	 	 
Administrative, professional and consultancy services	 	 
MXN	 	 
0.002	 	 
Atento Servicios, S.A. de C.V.	
	 		 		 		 	99.9999	 	Atento Mexicana, S.A. de C.V.	
Atento Centroamérica, S.A.	 	Guatemala
(Guatemala)	 	Holding company	 	GTQ	 	0.0001	 	Atento El Salvador S.A. de C.V.	
	 		 		 		 	99.99999	 	Atento Centroamérica, S.A.	
Atento de Guatemala, S.A.	 	Guatemala
(Guatemala)	 	Operation of call centers	 	GTQ	 	0.00001	 	Atento El Salvador S.A. de C.V.	
	 		 		 		 	7.4054	 	Atento Centroamerica, S.A.	
Atento El Salvador, S.A. de C.V.	 	City of San Salvador
(El Salvador)	 	Operation of call centers	 	USD	 	92.5946	 	Atento de Guatemala, S.A.	
Woknal, S.A.	 	Montevideo
(Uruguay)	 	Operation of call centers	 	UYU	 	100	 	Atento B.V.	
BC Atalaya Mexholdco, S.A. de C.V.	 	Mexico	 	Holding company	 	MXN	 	99.9667	 	Atento Spain Holdco 5, S.L.U.	
Atento Spain Holdco 5, S.L.U. 2	 	Madrid
(Spain)	 	Holding company	 	EUR	 	100	 	Atento Spain Holdco, S.L.U.	
Atento Ceská Republika, a.s.	 	Prague
(Czech Republic)	 	Telemarketing and other financial and business services	 	CZK	 	100	 	Atento Spain Holdco, S.L.U.	
	 		 		 		 	99	 	BC Atalaya Mexholdco, S.A.	
Atento Panamá, S.A.	 	Panama City	 	Operation of call centers	 	USD	 	1	 	Atento Mexicana, S.A. de C.V.	
Atento Spain Holdco 2, S.L.U. 2	 	Madrid
(Spain)	 	Holding company	 	EUR	 	100	 	Atento Spain Holdco 6, S.L.U.	
Atento Spain Holdco 6, S.L.U. 2	 	Madrid
(Spain)	 	Holding company	 	EUR	 	100	 	Atento Spain Holdco, S.L.U.	
Global Rossolimo, S.L.U. (2)	 	Madrid
(Spain)	 	Holding company	 	EUR	 	100	 	Atento Spain Holdco, S.L.U.	

(1)	Shareholdings with voting rights.	
(2)	Not audited.	
 
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At December 31, 2012 and 2013, none of the subsidiaries is listed on a stock exchange and all use December 31 as their reporting date.
All Group companies subject to statutory audit as per local legislation have been audited.
u) New and amended standards and interpretations
The new and amended standards and interpretations issued by the IASB that have entered into force and been applied by the Atento Group during the year are as follows:

New and amended standards and interpretations	  	 	
IFRS 10	  	Consolidated Financial Statements	
IFRS 11	  	Joint Arrangements	
IFRS 12	  	Disclosure of Interests in Other Entities	
IFRS 13	  	Fair Value Measurement	
Revised IAS 19	  	Employee Benefits	
Amendment to IFRS 7	  	Financial Instruments: Disclosures—Offsetting Financial Assets and Financial Liabilities	
Amendment to IFRS 10,11 and 12	  	Transition Guidance	
Amendment to IAS 1	  	Presentation of items of Other Comprehensive Income	
Amendment to IAS 27	  	Separate Financial Statements	
Amendment to IAS 28	  	Investment in Associates and Joint Ventures	
Annual Improvements to IFRSs-2009-2011 Cycle	  		
These standards have not had a significant effect on the Atento Group’s consolidated financial statements, with the exception of modifications in presentation and disclosures that have been included in the Atento Group’s consolidated financial statements.
New and amended standards and interpretations that have yet to enter into force and that have not been adopted early by the Atento Group
At the date of these consolidated financial statements, the IASB has issued the following new and amended standards and interpretations, which enter into force for accounting periods beginning on or after January 1, 2014 and that the Atento Group has not early adopted:

New and amended standards and interpretations	  	Effective date	
Amendment to IAS 32	  	Financial Instruments: Presentation—Offsetting Financial Assets and Financial Liabilities	  	January 1, 2014	
Amendments to IFRS 10 and 11 and IAS 27	  	Investment Entities	  	January 1, 2014	
Amendment to IAS 39	  	Novation of Derivatives and Continuation of Hedge Accounting	  	January 1, 2015	
IFRS 9	  	Financial Instruments	  	January 1, 2018	
IFRS 14	  	Regulators deferred accounts	  	January 1, 2016	
Amendments to IAS 19	  	Defined Benefit Plans. Employee Benefits	  	July 1, 2014	
Annual Improvements to IFRSs-2010-2012 Cycle	  	July 1, 2014	
Annual Improvements to IFRSs-2011-2013 Cycle	  	July 1, 2014	
IFRIC 21	  	Levies	  	January 1, 2014	
 
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The Atento Group is currently analyzing the impact of applying these new and amended standards and interpretations. Based on the analyses conducted to date, the Atento Group estimates that the application of the new and amended standards and interpretations will not have a material impact on the consolidated financial statements in the period of their initial application.
New and amended standards and interpretations that have yet to enter into force and that have been adopted early by the Atento Group
The Atento Group has proactively adopted the amendment to IAS 36 “Recoverable Amount Disclosures for Non-Financial Assets” in advance of the effective date of January 1, 2014 (see Note 8), as it has also applied IFRS 13 “Fair Value Measurement”.
4) MANAGEMENT OF FINANCIAL RISK
4.1 Financial risk factors
The Atento Group’s activities expose it to various types of financial risk: market risk (including currency risk, interest rate risk and country risk), credit risk and liquidity risk. The Atento Group’s global risk management policy aims to minimize the potential adverse effects of these risks on the Atento Group’s financial returns. The Atento Group also uses derivative financial instruments to hedge certain risk exposures.
a) Market risk
Interest rate risk in respect of cash flows and fair value
Interest rate risk arises mainly as a result of changes in interest rates which affect: (i) finance costs of debt bearing interest at variable rates (or short-term maturity debt expected to be renewed), as a result of fluctuations in interest rates; and (ii) the value of non-current liabilities that bear interest at fixed rates.
At December 31, 2013 43.2% of financial debt with third parties (excluding CVIs and the effect of financial derivative instruments) bear interests at variable rates while at December 31, 2012 this amount was up to 80.5%.
The Atento Group’s finance costs are exposed to fluctuations in interest rates. In 2013, the rates to which the Atento Group had the greatest exposure were the Brazilian CDI rate. In 2012, the Atento Group had the greatest exposure to the Euribor, the Brazilian CDI rate and the Mexican TIIE rate.
The Atento Group’s policy is to monitor exposure to this risk. In that regard, as described in Note 14, the Atento Group has arranged interest rate swaps that have the economic effect of converting floating-rate borrowings into loans at fixed interest rates.
The table below shows the impact on the value of derivatives of a +/-10 basis points variation in the CDI interest rate curves.

INTEREST RATE	  	12/31/2013	 	
FAIR VALUE	  	 	15,611	  	
+0.1%	  	 	14,817	  	
-0.1%	  	 	16,407	  	
Also, as described in Note 14, the Atento Group has cross-currency swap hedging instruments with the economic effect of covering cash flows related to the Senior Secured Notes issued in U.S. dollars.
Additionally, the Atento Group holds derivatives which are not considered as hedging instruments related to the cash flows generated in Mexican Pesos, Colombian Pesos and Peruvian Nuevos Soles.
 
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The table below shows the impact on the value of derivatives of a +/-10 basis points variation in the interest rate curve.

CROSS CURRENCY (thousands of U.S. dollars)	  	12/31/2013	 	
FAIR VALUE	  	 	(13,277	) 	
+0.1%	  	 	(14,719	) 	
-0.1%	  	 	(11,658	) 	
Foreign currency risk
At December 31, 2013 and 2012, the Atento Group entities held several borrowings and cash and cash equivalents in currencies other than their functional currency.
The most significant exposure to foreign currency risk is derived from the U.S. dollar denominated Senior Secured Notes issued by the subsidiary Atento Luxco 1, S.A. in 2013 whose functional currency is the euro. As indicated above, the Atento Group has cross-currency swap hedging instruments with the economic effect of covering cash flows related to the Senior Secured Notes issued in U.S. dollars.
 
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Sensitivity analysis of foreign currency risk
The Atento Group has reasonable control over its foreign currency risks, as its financial assets and financial liabilities denominated in currencies other than their functional are adequately matched. A sensitivity analysis based on the outstanding volume of financial assets and liabilities (applying a 10% appreciation of each asset/liability currency versus the functional currency) highlights the limited impact that such event would have on the income statement is U.S. dollars.

2012	 	Financial assets	 	 	Financial liabilities	 	 	Sensitivity analysis	 	
Functional currency-
financial asset/liability
currency	 	Functional
currency
(thousands)	 	 	Asset
currency
(thousands)	 	 	U.S. Dollar
(thousands)	 	 	Functional
currency
(thousands)	 	 	Liability
currency
(thousands)	 	 	U.S. Dollar
(thousands)	 	 	Appreciation of
asset/liability
currency vs
functional
currency	 	 	Appreciation
of financial
assets in
functional
currency	 	 	Income
statement
profit/(loss)
(thousands of
U.S. Dollar)	 	 	Appreciation
of financial
liabilities in
functional
currency
(thousands of
[U.S. Dollars])	 	 	Income
statement
profit/(loss)
(thousands of
U.S. Dollar)	 	
Uruguayan pesos—USD	 	 	—	  	 	 	—	  	 	 	—	  	 	 	12,618	  	 	 	650	  	 	 	650	  	 	 	10	% 	 	 	0.04639414	  	 	 	—	  	 	 	—	  	 	 	14,010	  	 	 	(72	) 	
Chilean pesos—USD	 	 	26,916	  	 	 	56	  	 	 	56	  	 	 	61,151	  	 	 	128	  	 	 	128	  	 	 	10	% 	 	 	0.00187516	  	 	 	29,907	  	 	 	6	  	 	 	68,261	  	 	 	(15	) 	
Argentinian pesos—USD	 	 	—	  	 	 	—	  	 	 	—	  	 	 	487	  	 	 	99	  	 	 	99	  	 	 	10	% 	 	 	0.18300122	  	 	 	—	  	 	 	—	  	 	 	541	  	 	 	(11	) 	
Euro—Argentinian pesos (CVI)	 	 	—	  	 	 	—	  	 	 	—	  	 	 	39,620	  	 	 	257,087	  	 	 	52,275	  	 	 	10	% 	 	 	5.8399465	  	 	 	—	  	 	 	—	  	 	 	35,637	  	 	 	(5,808	) 	
Colombian pesos—USD	 	 	216,885	  	 	 	123	  	 	 	123	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	10	% 	 	 	0.000508984	  	 	 	240,983	  	 	 	14	  	 	 	—	  	 	 	—	  	
Guatemalan Quetzal—USD	 	 	6,327	  	 	 	801	  	 	 	801	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	10	% 	 	 	0.113890893	  	 	 	7,030	  	 	 	89	  	 	 	—	  	 	 	—	  	
Mexican pesos—USD	 	 	17,997	  	 	 	1,388	  	 	 	1,388	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	10	% 	 	 	0.06941338	  	 	 	19,997	  	 	 	154	  	 	 	—	  	 	 	—	  	
Chilean Pesos—EUR	 	 	319,433	  	 	 	504	  	 	 	666	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	10	% 	 	 	0.001421217	  	 	 	354,925	  	 	 	74	  	 	 	—	  	 	 	—	  	
Peruvian nuevos soles—USD	 	 	1,028	  	 	 	403	  	 	 	403	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	10	% 	 	 	0.353148911	  	 	 	1,142	  	 	 	45	  	 	 	—	  	 	 	—	  	
Euro—USD	 	 	50	  	 	 	66	  	 	 	66	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	10	% 	 	 	1.187460418	  	 	 	56	  	 	 	7	  	 	 	—	  	 	 	—	  	

2013	 	Financial assets	 	 	Financial liabilities	 	 	Sensitivity analysis	 	
Functional currency-
financial asset/liability
currency	 	Functional
currency
(thousands)	 	 	Asset
currency
(thousands)	 	 	U.S. Dollar
(thousands)	 	 	Functional
currency
(thousands)	 	 	Liability
currency
(thousands)	 	 	U.S. Dollar
(thousands)	 	 	Appreciation of
asset/liability
currency vs
functional
currency	 	 	Appreciation
of financial
assets in
functional
currency	 	 	Income
statement
profit/(loss)
(thousands of
U.S. Dollar)	 	 	Appreciation
of financial
liabilities in
functional
currency	 	 	Income
statement
profit/(loss)
(thousands of
U.S. Dollar)	 	
Euro—USD	 	 	2,909	  	 	 	4,011	  	 	 	4.011	  	 	 	215,852	  	 	 	297,681	  	 	 	297,681	  	 	 	10	% 	 	 	1.24118928	  	 	 	3,232	  	 	 	446	  	 	 	239,835	  	 	 	(33,075	)	
Peruvian nuevos soles—USD	 	 	1,748	  	 	 	625	  	 	 	625	  	 	 	3,795	  	 	 	1,357	  	 	 	1,257	  	 	 	10	% 	 	 	0.32183086	  	 	 	1,943	  	 	 	69	  	 	 	4,217	  	 	 	(151	)	
Uruguayan pesos—USD	 	 	7,507	  	 	 	351	  	 	 	351	  	 	 	3,540	  	 	 	165	  	 	 	165	  	 	 	10	% 	 	 	0.0420777	  	 	 	8,341	  	 	 	39	  	 	 	3,921	  	 	 	(18	)	
Argentinian pesos—USD	 	 	—	  	 	 	—	  	 	 	—	  	 	 	27	  	 	 	4	  	 	 	4	  	 	 	10	% 	 	 	0.13801564	  	 	 	—	  	 	 	—	  	 	 	29	  	 	 	—	  	
Euro—Argentinian pesos (CVI)	 	 	—	  	 	 	—	  	 	 	—	  	 	 	31,446	  	 	 	282,798	  	 	 	43,367	  	 	 	10	% 	 	 	8.09381632	  	 	 	—	  	 	 	—	  	 	 	34,940	  	 	 	(4,819	) 	
Mexican pesos—Euro	 	 	56,724	  	 	 	3,144	  	 	 	4,335	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	10	% 	 	 	0.04987656	  	 	 	63,027	  	 	 	482	  	 	 	—	  	 	 	—	  	
Mexican pesos—USD	 	 	34,488	  	 	 	2,636	  	 	 	2,636	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	10	% 	 	 	0.068784727	  	 	 	38,320	  	 	 	293	  	 	 	—	  	 	 	—	  	
Colombian pesos—USD	 	 	361,010	  	 	 	187	  	 	 	187	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	10	% 	 	 	0.000467088	  	 	 	401,122	  	 	 	21	  	 	 	—	  	 	 	—	  	
Guatemalan Quetzal—USD	 	 	2,168	  	 	 	276	  	 	 	276	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	10	% 	 	 	0.114775862	  	 	 	2,409	  	 	 	31	  	 	 	—	  	 	 	—	  	
Euro—Mexican pesos	 	 	86	  	 	 	1,559	  	 	 	119	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	10	% 	 	 	16.24009354	  	 	 	96	  	 	 	13	  	 	 	—	  	 	 	—	  	

*	Financial liabilities correspond to borrowings in currencies other than functional currencies (Senior Secured Notes, Finance Leases and CVIs). Financial Assets correspond to cash and cash equivalents in currencies other than functional currencies. Example of the income statement impact of appreciation of the asset/liability currency versus the functional currency. When conducting this sensitivity analysis, assuming a depreciation, the income statement impact would be the same, but precisely reversed.	
 
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Country risk
To manage or mitigate country risk, the Atento Group repatriates the funds generated in Americas and Brazil that are not required to pursue new, profitable business opportunities in the region. The capital structure of the Atento Group comprises two separate ring-fenced financings: (i) the Brazilian Debentures denominated in Brazilian reais and (ii) the USD 300 million 7.375% Senior Secured Notes due 2020, together with the €50 million ($69 million) Revolving Credit Facility. The objective of combining a Brazilian term loan with a USD bond is to create a natural hedge for the interest payments on the Brazilian loan which are served with cash flows from Atento Brazil denominated in Brazilian reais.
Argentine subsidiaries sit outside of these two separate ring-fenced financings, and as a result, we do not rely on cash flows from these operations to serve our Company’s debt commitments.
b) Credit risk
The Atento Group seeks to conduct all its business with reputable national and international companies and institutions of established solvency in their countries of origin, so as to minimize credit risk. As a result of this policy, the Atento Group has no material adjustments to make to its trade accounts (see Note 13 on impairment allowances).
The Atento Group’s maximum exposure to credit risk on financial assets is the carrying amount of the instruments. The Atento Group holds no guarantees as collection insurance.
Accordingly, the Atento Group’s commercial credit risk management approach is based on continuous monitoring of the risk assumed and the financial resources necessary to manage the Group’s various units, in order to optimize the risk-reward relationship in the development and implementation of business plans applied in their ordinary management.
Credit risk arising from cash and cash equivalents is managed by placing cash surpluses in high quality and highly liquid money-market assets. These placements are regulated by a master agreement revised annually on the basis of conditions prevailing in the markets and the countries where Atento operates. The master agreement establishes: (i) the maximum amounts to be invested per counterparty, based on their ratings (long- and short-term debt rating); (ii) the maximum period of the investment; and (iii) the instruments in which the surpluses may be invested.
The Atento Group’s maximum exposure to credit risk is primarily limited to the carrying amounts of its financial assets (see Notes 11, 12, 13, 14 and 15). As disclosed in Note 23, the Atento Group carries out significant transactions with Telefónica Group. At December 31, 2013 the balance of accounts receivable with Telefónica Group amounted to 302,234 thousand U.S. dollars (303,668 thousand U.S. dollars in 2012).
c) Liquidity risk
The Atento Group seeks to match its debt maturity schedule to its capacity to generate cash flows to meet the payments falling due, factoring in a comfortable cushion. In practice, this has meant that the Atento Group’s average debt maturity must be longer than the length of time required to pay its debt (assuming that internal projections are met). A maturity schedule for the Atento Group’s financial liabilities is provided in Note 16.
4.2 Capital Management
The Atento Group’s Finance Department, which is in charge of the Atento Group’s capital management, takes various factors into consideration when determining the Atento Group’s capital structure.
The Atento Group’s capital management goal is to determine the financial resources necessary both to continue its recurring activities and to maintain a capital structure that optimizes own and borrowed funds.
 
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The Atento Group sets an optimal debt level in order to maintain a flexible and comfortable medium-term borrowing structure, so the Atento Group can carry out its routine activities under normal conditions and also address new opportunities for growth. Debt levels are kept in line with forecasted future cash flows and with quantitative restrictions imposed under financing contracts.
In addition to these general guidelines, other considerations and specifics are taken into account when determining the Atento Group’s financial structure, such as country risk in the broadest sense, tax efficiency and volatility in cash flow generation.
As indicated in Note 17, among the restrictions imposed under financing arrangements, the debentures contract lays out certain general obligations and disclosures in respect of the lending institutions. Specifically, the borrower (BC Brazilco Participações, S.A., which has now merged with Atento Brasil, S.A.) must comply with the quarterly net financial debt/EBITDA ratio set out in the contract terms.
The contract also sets out additional restrictions, including limitations on dividends, payments and distributions to shareholders and capacity to incur additional debt.
The Super Senior Revolving Credit Facility, also described in Note 17, carries no financial covenant obligations regarding debt level. However, the credit facility does impose limitations on the use of the funds, linked to compliance with a debt ratio. The contract also includes other restrictions, including the following: limitations on the distribution of dividends, payments or distributions to shareholders, the capacity to incur additional debt, investments and disposal of assets.
The Senior Secured Notes issued in 2013 carries no limitation covenant obligations regarding debt level. However, the Notes do impose limitations on the distributions on dividends, payment or distributions to the shareholders, incur additional debt, investments and disposals of assets.
At the date of these consolidated financial statements, the Atento Group complies with all restrictions established in the aforementioned financing contracts, and does not foresee any future non-compliance. To that end, the Atento Group regularly monitors figures for net financial debt with third parties and EBITDA.
The reconciliation between EBITDA and the consolidated income statement is as follows:

 	  	December 1 to
December 31, 2012	 	 	For the year ended
December 31, 2013	 	
Loss for the period/year	  	 	(56,620	) 	 	 	(4,039	) 	
Income tax	  	 	8,132	  	 	 	8,346	  	
Net finance income/(expense)	  	 	6,044	  	 	 	100,667	  	
Amortization and depreciation	  	 	7,500	  	 	 	128,975	  	
	  	 	 	 	 	 	 	 	
EBITDA	  	 	(34,944	) 	 	 	233,949	  	
	  	 	 	 	 	 	 	 	
Net financial debt with third parties at December 31, 2012 and 2013 is as follows:

 	  	12/31/2012	 	 	12/31/2013	 	
Senior Secured Notes (Note 17)	  	 	—	  	 	 	297,681	  	
Brazilian bonds—Debentures (Note 17)	  	 	442,955	  	 	 	345,854	  	
Bank borrowings (Note 17)	  	 	200,112	  	 	 	632	  	
Finance lease payables (Note 17)	  	 	8,696	  	 	 	11,877	  	
CVIs (Note 17)	  	 	52,275	  	 	 	43,367	  	
Vendor Loan (Note 17)	  	 	145,134	  	 	 	151,701	  	
Derivative financial liabilities (Note 14)	  	 	—	  	 	 	15,962	  	
Less: Cash and cash equivalents (Note 15)	  	 	(200,311	) 	 	 	(213,491	) 	
	  	 	 	 	 	 	 	 	
Net financial debt with third parties	  	 	648,861	  	 	 	653,583	  	
 
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4.3 Estimating fair value
The table below shows an analysis of the financial instruments measured at fair value, classified according to the valuation method used. The Atento Group has defined the following valuation levels:
Prices (unadjusted) quoted in active markets for identical assets and liabilities (Level 1).
Data other than the Level 1 quoted price that are observable for the asset or liability, either directly (i.e., prices) or indirectly (i.e., price derivatives) (Level 2).
Data for the asset or liability that are not based on observable market data (Level 3).
The Atento Group’s assets and liabilities measured at fair value at December 31, 2012 and 2013 are as follows:

2012	  	Level 1	 	  	Level 2	 	  	Level 3	 	 	Total balance	 	
Assets	  				  				  				 				
Derivatives	  	 	—	  	  	 	—	  	  	 	—	  	 	 	—	  	
	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	
Total assets	  	 	—	  	  	 	—	  	  	 	—	  	 	 	—	  	
	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	
Liabilities	  				  				  				 				
Derivatives	  	 	—	  	  	 	—	  	  	 	—	  	 	 	—	  	
CVIs	  	 	—	  	  	 	—	  	  	 	(52,275	) 	 	 	(52,275	) 	
	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	
Total liabilities	  	 	—	  	  	 	—	  	  	 	(52,275	) 	 	 	(52,275	) 	

																	
2013	  	Level 1	 	  	Level 2	 	 	Level 3	 	 	Total balance	 	
Assets	  				  				 				 				
Derivatives	  	 	—	  	  	 	18,296	  	 	 	—	  	 	 	18,296	  	
	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	
Total assets	  	 	—	  	  	 	18,296	  	 	 	—	  	 	 	18,296	  	
	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	
Liabilities	  				  				 				 				
Derivatives	  	 	—	  	  	 	(15,962	) 	 	 	—	  	 	 	(15,962	) 	
CVIs	  	 	—	  	  	 	—	  	 	 	(43,367	) 	 	 	(43,367	) 	
	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	
Total liabilities	  	 	—	  	  	 	(15,962	) 	 	 	(43,367	) 	 	 	(59,329	) 	
	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	
No transfers were carried out between the different levels during the year.
The following table reflects the movements of the Atento Group’s Contingent Value Instruments (“CVIs”) described in note 17 measured at fair value using significant unobservable inputs at December 31, 2013 and 2012:

 	  	December 31	 	
 	  	2012	 	 	2013	 	
Fair value at the beginning of the period	  	 	(51,451	) 	 	 	(52,275	) 	
Change in fair value	  	 	—	  	 	 	(5,630	) 	
Translation differences	  	 	(824	) 	 	 	14,538	  	
	  	 	 	 	 	 	 	 	
Fair value at December 31	  	 	(52,275	) 	 	 	(43,367	) 	
	  	 	 	 	 	 	 	 	
a) Level 1 financial instruments:
The fair value of financial instruments traded on active markets is based on the quoted market price at the reporting date. A market is considered active when trading prices are easily and regularly available through a
 
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stock exchange, financial intermediaries, industry institution, price service or regulatory body, and when these prices reflect actual routine arm’s-length market transactions. The quoted market price used for the Atento Group’s financial assets is the current bid price. These instruments are classified in Level 1, although at the dates in question, the Atento Group had no Level 1 financial instruments.
b) Level 2 financial instruments:
The fair value of financial instruments not traded in an active market (i.e., OTC derivatives) is determined using valuation techniques. Valuation techniques maximize the use of available observable market data, and place as little reliance as possible on specific company estimates. If all significant inputs required to calculate the fair value of a financial instrument are observable, the instrument is classified in Level 2. The Atento Group’s Level 2 financial instruments comprise interest rate swaps used to hedge floating-rate loans and cross currency swaps.
c) Level 3 financial instruments:
If one or more significant inputs are not based on observable market data, the instrument is classified in Level 3.
The specific financial instrument valuation techniques used by the Atento Group include the following:
 
 	•	 	Quoted market prices or prices established by financial intermediaries for similar instruments.	
 
 	•	 	The fair value of interest rate swaps is calculated as the present value of the future estimated cash flows based on estimated interest rate curves.	
 
 	•	 	The present value of foreign currency futures is determined using forward exchange rates at the reporting date, discounting the resulting amount from the present value.	
 
 	•	 	Discounted cash flow analyses are used to analyze the fair value of the Contingent-Value Instruments (“CVI”) discussed in note 17. The fair value of the CVIs are based upon discounted cash flow analyses for which the determination of fair value requires significant management judgment or estimation and result in a higher degree of financial statement volatility. As observable market activity is commonly not available to use when estimating the fair value of the CVIs, we estimate fair value using a modeling technique which include the use of a variety of inputs/assumptions including interest rates or other relevant inputs. Changes in the significant underlying factors or assumptions (either an increase or a decrease) in any of these areas underlying our estimates may not result in a significant increase/decrease in the fair value measurement of the CVIs. For example, an increase of 100 basis point in the discount rate would not result in a significant decrease of the fair value of the CVIs.	
5) BUSINESS COMBINATIONS
As stated in Note 1, in 2012 Bain Capital entered into an agreement with Telefónica, S.A. through Atento Luxco 1, S.A. and certain subsidiaries, to acquire the capital of the core companies forming the Atento Group, the parent of which was AIT, owned by the Telefónica Group and not transferred. These companies are located in Spain, Brazil, Mexico, Argentina, Colombia, Peru, Chile, Morocco, the Netherlands, the Czech Republic, Uruguay, Central America, the United States and Puerto Rico. The agreement did not extend to AIT’s operations in Venezuela or to shares in AIT itself, although certain AIT specific assets and liabilities did fall under the acquisition.
After obtaining the requisite business concentration approvals from European Union authorities in October and November 2012, the formal agreement was signed on December 12, 2012 for a total acquisition price of 1,352,967 thousand U.S. dollars. According to the final contract, Bain Capital and Telefónica, S.A. undertook to establish a price adjustment mechanism based on the combined financial statements at November 2012. The parties agreed to a period of 45 business days following the closing date for those statements, as well as an additional 40 business days for the related audit.
 
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The final amount of the consideration to be given to the former owner of the Atento Group was determined during August 2013 and set at 993,789 thousand U.S. dollars for the equity of Atento after deducting the value of the debt to be refinance and other adjustments, including a deferred consideration of 142,846 thousand U.S. dollars and a contingent consideration of 51,451 thousand U.S. dollars (CVIs).
The costs relating to the acquisition were recognized under other operating expenses on the consolidated income statement for the one month period ended December 31, 2012 and the year ended December 31, 2013 (62,395 thousands U.S. dollars and 1,381 thousands U.S. dollars respectively).
Although the acquisition documents were formally signed on December 12, 2012, control of the subject companies was actually acquired on December 1, 2012. Accordingly, the Company reflected the operations acquired in its 2012 income statement of that date.
The table below sets out the fair values of the assets acquired and the liabilities undertaken, as well as the consideration transferred:

Fair value recognized in the acquisition at December 1, 2012	 	
  	  	Thousands of
U.S. dollars	 	
Assets	  				
Intangible assets	  	 	466,257	  	
Property, plant and equipment	  	 	207,458	  	
Non-current financial assets	  	 	56,367	  	
Current receivables	  	 	612,464	  	
Deferred tax assets	  	 	189,209	  	
	  	 	 	 	
	  	 	1,531,755	  	
	  	 	 	 	
Liabilities	  				
Payables	  	 	(504,815	) 	
Provisions	  	 	(125,412	) 	
Deferred tax liabilities	  	 	(135,064	) 	
	  	 	 	 	
	  	 	(765,291	) 	
	  	 	 	 	
Total net identifiable assets at fair value	  	 	766,464	  	
	  	 	 	 	
Goodwill arising on the acquisition (Note 7)	  	 	227,325	  	
	  	 	 	 	
Consideration transferred (2012)	  	 	786,497	  	
	  	 	 	 	
Consideration transferred (2013)	  	 	12,995	  	
	  	 	 	 	
Consideration pending payment	  	 	194,297	  	
	  	 	 	 	
CVIs (Note 17)	  	 	51,451	  	
Vendor Loan Note (Note 17)	  	 	142,846	  	
The main assets acquired and liabilities undertaken at fair value were as follows:
 
 	•	 	Master Service Agreement with Telefónica S.A. of October 11, 2012 for certain countries, including Brazil, Mexico, Spain, Peru, Chile, Colombia and Argentina. This contract was arranged in order to strengthen the commercial ties between the Atento Group and Telefónica, and to enable the Atento Group to avoid the cost of establishing new centers, from a market standpoint. This intangible asset was valued using the income approach, through the Multi-period Excess Earnings Method (MEEM), at 225,360 thousand U.S. dollars. The useful life of this intangible asset has been estimated at nine years.	
 
 	•	 	Contractual relationships with customers other than Telefónica in the countries in which the Atento Group operates, primarily Brazil, Mexico, Spain, Colombia and Argentina. This intangible asset was	
 
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 	valued using the income approach, through the Multi-period Excess Earnings Method (MEEM), at 157,964 thousand U.S. dollars. The useful life has been estimated between seven and twelve years.	
 
 	•	 	Following acquisition of control of the Atento Group by Bain Capital, new measurement tools were developed for labor contingency provisions in the different countries in which the Group operates. According to IFRS 3 “Business Combinations”, at the date the control was acquired, the Atento Group estimated the contingent liabilities. As a result, the Atento Group has determined the need to increase provisions by 72,415 thousand U.S. dollars. The increase in these provisions has also entailed a 23,684 thousand U.S. dollars increase in deferred tax assets.	
 
 	•	 	The Atento Group recognized deferred tax assets for a fair value of 99,645 thousand U.S. dollars in respect of tax deductions for goodwill arising on the merger of two companies in the Brazilian subgroup.	
In addition, deferred tax liabilities totaling 33,075 thousand U.S. dollars were derecognized, given that the tax benefits associated with the goodwill rising on a previous merger between Group companies had already been obtained.
 
 	•	 	The Atento Group recognized an additional 128,173 thousand U.S. dollars (fair value) in deferred tax liabilities, primarily related with changes in the fair value of assets in the customer base.	
Goodwill recognized in the amount of 227,325 thousand U.S. dollars chiefly relates to synergies expected from the acquisition. A breakdown of goodwill is provided in Note 7.
Atento Group Management (post-acquisition) had a managing period of one month in 2012 (as previously mentioned, Atento Group was acquired on December 1, 2012), so Management considers that performing an estimate for the whole year is subject to many uncertainties, and is therefore no such estimate is included in the consolidated financial statements.
6) INTANGIBLE ASSETS
Details of intangible assets at December 31, 2012 and 2013 and movement therein are as follows:

 	  	Thousands of U.S. dollars	 	
 	  	Balance at
December 1,
2012	 	  	Additions	 	 	Disposals	 	 	Transfers	 	  	Translation
differences	 	 	Balance at
December 31,
2012	 	
Cost	  				  				 				 				  				 				
Development	  	 	—	  	  	 	—	  	 	 	—	  	 	 	—	  	  	 	—	  	 	 	—	  	
Customer base	  	 	383,325	  	  	 	—	  	 	 	—	  	 	 	—	  	  	 	6,772	  	 	 	390,097	  	
Software	  	 	31,305	  	  	 	6,070	  	 	 	(156	) 	 	 	41	  	  	 	(410	) 	 	 	36,850	  	
Other intangible assets	  	 	51,528	  	  	 	236	  	 	 	—	  	 	 	—	  	  	 	661	  	 	 	52,425	  	
Work in progress	  	 	99	  	  	 	791	  	 	 	—	  	 	 	—	  	  	 	(2	) 	 	 	888	  	
	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Total cost	  	 	466,257	  	  	 	7,097	  	 	 	(156	) 	 	 	41	  	  	 	7,021	  	 	 	480,260	  	
	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Accumulated amortization	  				  				 				 				  				 				
Development	  	 	—	  	  	 	—	  	 	 	—	  	 	 	—	  	  	 	—	  	 	 	—	  	
Customer base	  	 	—	  	  	 	(13	) 	 	 	—	  	 	 	—	  	  	 	—	  	 	 	(13	) 	
Software	  	 	—	  	  	 	(1,188	) 	 	 	—	  	 	 	—	  	  	 	(223	) 	 	 	(1,411	) 	
Other intangible assets	  	 	—	  	  	 	(1,227	) 	 	 	—	  	 	 	—	  	  	 	209	  	 	 	(1,018	) 	
	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Total accumulated amortization	  	 	—	  	  	 	(2,428	) 	 	 	—	  	 	 	—	  	  	 	(14	) 	 	 	(2,442	) 	
	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Net intangible assets	  	 	466,257	  	  	 	4,669	  	 	 	(156	) 	 	 	41	  	  	 	7,007	  	 	 	477,818	  	

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 	  	Thousands of U.S. dollars	 	
 	  	Balance at
December 31,
2012	 	 	Additions	 	 	Disposals	 	 	Transfers	 	  	Translation
differences	 	 	Balance at
December 31,
2013	 	
Cost	  				 				 				 				  				 				
Development	  	 	—	  	 	 	1,671	  	 	 	(95	) 	 	 	—	  	  	 	(133	) 	 	 	1,443	  	
Customer base	  	 	390,097	  	 	 	—	  	 	 	—	  	 	 	—	  	  	 	(26,380	) 	 	 	363,717	  	
Software	  	 	36,850	  	 	 	11,283	  	 	 	(4	) 	 	 	—	  	  	 	(1,112	) 	 	 	47,017	  	
Other intangible assets	  	 	52,425	  	 	 	—	  	 	 	—	  	 	 	—	  	  	 	(1,143	) 	 	 	51,282	  	
Work in progress	  	 	888	  	 	 	981	  	 	 	(754	) 	 	 	—	  	  	 	35	  	 	 	1,150	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Total cost	  	 	480,260	  	 	 	13,935	  	 	 	(853	) 	 	 	—	  	  	 	(28,733	) 	 	 	464,609	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Accumulated amortization	  				 				 				 				  				 				
Development	  	 	—	  	 	 	(5	) 	 	 	—	  	 	 	—	  	  	 	—	  	 	 	(5	) 	
Customer base	  	 	(13	) 	 	 	(40,668	) 	 	 	13	  	 	 	—	  	  	 	1,706	  	 	 	(38,962	) 	
Software	  	 	(1,411	) 	 	 	(16,074	) 	 	 	64	  	 	 	—	  	  	 	213	  	 	 	(17,208	) 	
Other intangible assets	  	 	(1,018	) 	 	 	(13,933	) 	 	 	—	  	 	 	—	  	  	 	(706	) 	 	 	(15,657	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Total accumulated amortization	  	 	(2,442	) 	 	 	(70,680	) 	 	 	77	  	 	 	—	  	  	 	1,213	  	 	 	(71,832	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Net intangible assets	  	 	477,818	  	 	 	(56,745	) 	 	 	(776	) 	 	 	—	  	  	 	(27,520	) 	 	 	392,777	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
“Customer base” represents the fair value, within the business combination involving the acquisition of control of the Atento Group, of the intangible asset arising from service agreements (tacit or explicitly formulated in contracts) with Telefónica Group and with other customers.
Of the total customer base, the fair value assigned to commercial relationships with Telefónica in the acquisition date amounts to 225 million U.S. dollars, while the remaining amount relates to other customers. In terms of geographic distribution, the customer base primarily corresponds to businesses in Brazil (175 million U.S. dollars), Spain (84 million U.S. dollars), Mexico (61 million U.S. dollars), Peru (21 million U.S. dollars), Colombia (5 million U.S. dollars), Chile (13 million U.S. dollars) and Argentina (13 million U.S. dollars).
“Other intangible assets” includes the intangible asset arising from the 11822 and 11825 directory services business, the “Atento” brand, and the domain names related therewith, as well as the intangible asset related with the customer analysis service for several Telefónica Group companies in Latin America.
Development costs capitalized in 2013 were chiefly accounted for by in-house software development. No research and development expenses were recognized in the 2013 income statement.
No impairment was recognized in respect of intangible assets in 2012 or 2013.
7) GOODWILL
Goodwill was generated in December 1, 2012 as a result of the acquisition of the CRM business from Telefónica, S.A. described in Note 1.
 
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The breakdown, amount and movement of goodwill by cash generating units in 2012 and 2013 are as follows:

 	  	Thousands of U.S. dollars	 	
 	  	12/01/2012
(Note 6)	 	  	Translation
differences	 	 	12/31/2012	 	  	Translation
differences	 	 	12/31/2013	 	
Peru	  	 	37,866	  	  	 	(399	) 	 	 	37,467	  	  	 	(3,282	) 	 	 	34,185	  	
Chile	  	 	23,925	  	  	 	22	  	 	 	23,947	  	  	 	(2,037	) 	 	 	21,910	  	
Colombia	  	 	10,286	  	  	 	265	  	 	 	10,551	  	  	 	(870	) 	 	 	9,681	  	
Czech Republic	  	 	3,882	  	  	 	80	  	 	 	3,962	  	  	 	(165	) 	 	 	3,797	  	
Mexico	  	 	2,850	  	  	 	(8	) 	 	 	2,842	  	  	 	(26	) 	 	 	2,816	  	
Spain	  	 	1,093	  	  	 	18	  	 	 	1,111	  	  	 	50	  	 	 	1,161	  	
Brazil	  	 	86,617	  	  	 	2,708	  	 	 	89,325	  	  	 	(11,405	) 	 	 	77,920	  	
Argentina	  	 	60,806	  	  	 	542	  	 	 	61,348	  	  	 	(15,079	) 	 	 	46,269	  	
	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Total	  	 	227,325	  	  	 	3,228	  	 	 	230,553	  	  	 	(32,814	) 	 	 	197,739	  	
	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Details of goodwill in local currency are as follows (in thousands of currency units):

Peru	  	 	Nuevo Sol	  	  	 	97,714	  	
Chile	  	 	Peso	  	  	 	11,493,730	  	
Colombia	  	 	Peso	  	  	 	18,654,963	  	
Czech Republic	  	 	Koruna	  	  	 	75,503	  	
Mexico	  	 	Peso	  	  	 	36,847	  	
Spain	  	 	Euro	  	  	 	842	  	
Brazil	  	 	Real	  	  	 	182,536	  	
Argentina	  	 	Peso	  	  	 	294,178	  	
As indicated in Note 8, no impairment was recognized in 2012 or 2013.
8) IMPAIRMENT OF ASSETS
With respect to IAS 36, at December 31, 2013 the judgments and estimates used by the Atento Group’s directors to calculate the recoverable amount of goodwill indicate that the carrying amount of each item of goodwill is recoverable, based on the expected future cash flows from the cash-generating units to which they are allocated. The level of analysis performed by the Atento Group at the cash-generating unit level coincides with that performed at country level.
Atento has no assets with an indefinite useful life and therefore carries out no impairment tests of this type.
The Atento Group carries out its goodwill impairment tests using the various cash-generating units’ five-year strategic plans and budgets, approved by the Management.
Cash flows are estimated using projected results before amortization/depreciation, finance cost, and taxes, based on the last period, and using expected growth rates obtained from studies published in the sector and assuming said growth to be constant from the fifth year. Estimated cash flows determined in this manner are discounted using average Weighted Average Cost of Capital (“WACC”). The discount rates used reflect the current assessment of specific market risks in each of the cash-generating units, considering the time value of money and individual risks of each country not included in the cash flow estimates. WACC takes both the cost of debt and capital into account. The latter is obtained based on the profit expected by shareholders of the Atento Group, while the former is obtained based on the Atento Group’s financing costs. In addition, the risks specific to each country were included in the WACC using corrective factors.
 
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These tests are performed annually and whenever it is considered that the recoverable amount of goodwill may be impaired.
The pre-tax discount rates, which factor in country and business risks, and the projected growth rates are as follows:

  	  	Discount rate	 	
 	  	Brazil	 	 	Mexico	 	 	Spain	 	 	Colombia	 	 	Peru	 	 	Chile	 	 	Czech
Republic	 	 	Argentina	 	
December 2012	  	 	13.18	% 	 	 	12.19	% 	 	 	12.00	% 	 	 	11.55	% 	 	 	10.29	% 	 	 	11.28	% 	 	 	9.01	% 	 	 	28.51	% 	
December 2013	  	 	16.53	% 	 	 	12.21	% 	 	 	10.38	% 	 	 	12.50	% 	 	 	11.37	% 	 	 	11.27	% 	 	 	9.52	% 	 	 	31.77	% 	
		
 	  	Growth rate	 	
 	  	Brazil	 	 	Mexico	 	 	Spain	 	 	Colombia	 	 	Peru	 	 	Chile	 	 	Czech
Republic	 	 	Argentina	 	
December 2012	  	 	2	% 	 	 	2	% 	 	 	2	% 	 	 	2	% 	 	 	2	% 	 	 	2	% 	 	 	2	% 	 	 	2	% 	
December 2013	  	 	5.50	% 	 	 	3.10	% 	 	 	1.85	% 	 	 	3.00	% 	 	 	2.50	% 	 	 	3.00	% 	 	 	2.03	% 	 	 	16.83	% 	
At December 31, 2012 and 2013, the tests conducted did not reveal any impairment in the value of goodwill, since the related cash flows were in all cases higher than the carrying amount of the related cash-generating units, even after sensitivities were applied to the variables used.
In the event of a 10% increase in the discount rate used to calculate the recoverable amount of the cash-generating units in each country and the other variables remained unchanged, the recoverable amount would be higher than the corresponding carrying amount. Management also considers that the appearance of potential competitors in the market in which the Atento Group operates could negatively affect the growth of its cash-generating units. In the event of a 10% decrease in the growth rate used to calculate the recoverable amount of the cash-generating units in each country and all other variables remained unchanged, the recoverable amount would also be higher than the corresponding carrying amount. In addition, if as a result of a fall in demand or an increase in costs, results before amortization/depreciation, finance cost and taxes margin (EBITDA margin) used for estimating cash flows were to decrease by 1% in each country, and all other variables were to remain unchanged, the recoverable amount from each cash-generating unit would continue to be higher than its corresponding carrying amount.
In addition to the above, specifically for certain countries, the following hypotheses were used:
For the Argentina CGU, the cash flow growth rate used was based on the country’s estimated inflation; to calculate terminal value, a normalized conservative growth rate was assumed, taking into account a long-term stabilization of macroeconomic variables. Cash flow for the Brazil and Mexico CGUs were estimated based on growth estimates considering past business performance, using predicted inflation levels taken from external sources. For calculations regarding the Spanish CGU, negative and positive business forecasts were used which contemplate macroeconomic trends and changes in the environment.
As a result of amendments to IFRS 13, IAS 36 was modified to require disclosures on the recoverable amount of cash-generating units with significant carrying amounts in comparison with the entity’s total carrying amount of goodwill. However, in May 2013 IAS 36 was amended in order to eliminate this disclosure requirement. Recoverable amount disclosures will still be required for cash-generating units that have presented impairment losses during the year. The amendment is effective for periods beginning on or after January 1, 2014, although early adoption is allowed. The Atento Group has adopted the amendment in advance of the effective date.
 
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9) PROPERTY, PLANT AND EQUIPMENT
Details of property, plant and equipment at December 31, 2012 and 2013 and movement therein are as follows:

 	  	Thousands of U.S. dollars	 	
 	  	Balance at
December 1,
2012	 	  	Additions	 	 	Disposals	 	 	Transfers	 	 	Translation
differences	 	 	Balance at
December 31,
2012	 	
Cost	  				  				 				 				 				 				
Land and natural resources	  	 	43	  	  	 	—	  	 	 	—	  	 	 	—	  	 	 	1	  	 	 	44	  	
Buildings	  	 	8,705	  	  	 	—	  	 	 	—	  	 	 	—	  	 	 	138	  	 	 	8,843	  	
Plant and machinery	  	 	6,736	  	  	 	513	  	 	 	(261	) 	 	 	—	  	 	 	72	  	 	 	7,060	  	
Furniture, tools and other tangible assets	  	 	178,537	  	  	 	20,761	  	 	 	(388	) 	 	 	5,438	  	 	 	350	  	 	 	204,698	  	
PP&E under construction	  	 	13,437	  	  				 	 	—	  	 	 	(5,438	) 	 	 	262	  	 	 	8,261	  	
	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total property, plant and equipment	  	 	207,458	  	  	 	21,274	  	 	 	(649	) 	 	 	—	  	 	 	823	  	 	 	228,906	  	
	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Accumulated depreciation	  				  				 				 				 				 				
Buildings	  	 	—	  	  	 	(196	) 	 	 	49	  	 	 	—	  	 	 	(2	) 	 	 	(149	) 	
Plant and machinery	  	 	—	  	  	 	(239	) 	 	 	1	  	 	 	—	  	 	 	(12	) 	 	 	(250	) 	
Furniture, tools and other tangible assets	  	 	—	  	  	 	(4,637	) 	 	 	—	  	 	 	—	  	 	 	592	  	 	 	(4,045	) 	
	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total accumulated depreciation	  	 	—	  	  	 	(5,072	) 	 	 	50	  	 	 	—	  	 	 	578	  	 	 	(4,444	) 	
	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net property, plant and equipment	  	 	207,458	  	  	 	16,202	  	 	 	(599	) 	 	 	—	  	 	 	1,401	  	 	 	224,462	  	

																									
 	  	Thousands of US dollars	 	
 	  	Balance at
December 31,
2012	 	 	Additions	 	 	Disposals	 	 	Transfers	 	 	Translation
differences	 	 	Balance at
December 31,
2013	 	
Cost	  				 				 				 				 				 				
Land and natural resources	  	 	44	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	2	  	 	 	46	  	
Buildings	  	 	8,843	  	 	 	93	  	 	 	(121	) 	 	 	1,378	  	 	 	557	  	 	 	10,750	  	
Plant and machinery	  	 	7,060	  	 	 	1,150	  	 				 	 	581	  	 	 	(380	) 	 	 	8,411	  	
Furniture, tools and other tangible assets	  	 	204,698	  	 	 	68,505	  	 	 	(22,168	) 	 	 	4,685	  	 	 	(16,509	) 	 	 	239,211	  	
PP&E under construction	  	 	8,261	  	 	 	19,346	  	 	 	—	  	 	 	(6,644	) 	 	 	(1,922	) 	 	 	19,041	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total property, plant and equipment	  	 	228,906	  	 	 	89,094	  	 	 	(22,289	) 	 	 	—	  	 	 	(18,252	) 	 	 	277,459	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Accumulated depreciation	  				 				 				 				 				 				
Buildings	  	 	(149	) 	 	 	(1,921	) 	 	 	—	  	 	 	—	  	 	 	(77	) 	 	 	(2,147	) 	
Plant and machinery	  	 	(250	) 	 	 	(2,623	) 	 	 	—	  	 	 	—	  	 	 	(24	) 	 	 	(2,897	) 	
Furniture, tools and other tangible assets	  	 	(4,045	) 	 	 	(53,751	) 	 	 	17,168	  	 	 	—	  	 	 	(184	) 	 	 	(40,812	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total accumulated depreciation	  	 	(4,444	) 	 	 	(58,295	) 	 	 	17,168	  	 	 	—	  	 	 	(285	) 	 	 	(45,856	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net property, plant and equipment	  	 	224,462	  	 	 	30,799	  	 	 	(5,121	) 	 	 	—	  	 	 	(18,537	) 	 	 	231,603	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Additions for the year correspond primarily to investments made in Brazil in response to growth of the business and to the upgrade of existing infrastructure (58,432 thousand U.S. dollars); to construction of a new call center and to the upgrade of infrastructure in place in Mexico (10,256 thousand U.S. dollars); to equipment
 
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acquired under finance leases in Colombia and to the upgrade of infrastructure in that country (6,480 thousand U.S. dollars); to new equipment under finance leases and to the upgrade of current infrastructure in Peru (4,562 thousand U.S. dollars); and to the upgrade of infrastructure in Spain (3,950 thousand U.S. dollars).
“Furniture, tools and other tangible assets” primarily comprises net items of that description in Spain, Mexico and Brazil (in the amount of 16,335 thousand U.S. dollars, 22,303 thousand U.S. dollars and 119,298 thousand U.S. dollars, respectively (19,166 thousand U.S. dollars, 19,473 thousand U.S. dollars and 126,227 thousand U.S. dollars, respectively in 2012) in connection with furnishings and fixtures in customer service centers in those countries.
Property, plant and equipment located outside Spain total 208,226 thousand U.S. dollars (197,131 thousand U.S. dollars at December 31, 2012) and are primarily on site in Mexico and Brazil (24,934 thousand U.S. dollars and 137,161 thousand U.S. dollars, respectively at December 31, 2013; 23,633 thousand U.S. dollars and 130,069 thousand U.S. dollars, respectively at December 31, 2012).
All Atento Group companies have contracted insurance policies to cover potential risks to their items of property, plant and equipment. The directors of the Parent Company considered that coverage of these risks is sufficient at December 31, 2012 and 2013.
No impairment was recognized in respect of items of property, plant and equipment in 2012 or 2013.
No interest expense was capitalized in 2012 or 2013 in respect of these assets.
At December 31, 2012 and 2013 there were no firm commitments to acquire items of property, plant and equipment.
10) LEASES AND SIMILAR ARRANGEMENTS
a) Finance leases
The Atento Group holds the following assets under finance leases:

 	  	Thousands of U.S. dollars	 	
 	  	12/31/2012	 	  	12/31/2013	 	
 	  	Net carrying
amount of asset	 	  	Net carrying
amount of asset	 	
Finance leases	  				  				
Plant and machinery	  	 	454	  	  	 	—	  	
Furniture, tools and other tangible assets	  	 	8,786	  	  	 	9,392	  	
Software	  	 	1,292	  	  	 	38	  	
Other intangible assets	  	 	3,549	  	  	 	—	  	
	  	 	 	 	  	 	 	 	
Total	  	 	14,081	  	  	 	9,430	  	
	  	 	 	 	  	 	 	 	
The assets acquired under finance leases are located in Brazil, Uruguay, Colombia and Peru.
The present value of future finance lease payments is as follows:

 	  	Thousands of U.S. dollars	 	
 	  	    2012    	 	  	    2013    	 	
Up to 1 year	  	 	3,483	  	  	 	5,341	  	
Between 1 and 5 years	  	 	5,213	  	  	 	6,536	  	
	  	 	 	 	  	 	 	 	
Total	  	 	8,696	  	  	 	11,877	  	

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11) FINANCIAL ASSETS
Details of financial assets at December 31, 2012 and 2013 are as follows:

 	  	Thousands of U.S. dollars	 	
2012	  	Loans and
receivables	 	  	Derivatives	 	  	Total	 	
Trade and other receivables (Note 13)	  	 	7,482	  	  	 	—	  	  	 	7,482	  	
Other financial assets (Note 12)	  	 	51,066	  	  	 	—	  	  	 	51,066	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Non-current financial assets	  	 	58,548	  	  	 	—	  	  	 	58,548	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Trade and other receivables (Note 13)	  	 	516,787	  	  	 	—	  	  	 	516,787	  	
Other financial assets (Note 12)	  	 	31,108	  	  	 	—	  	  	 	31,108	  	
Cash and cash equivalents (Note 15)	  	 	200,311	  	  	 	—	  	  	 	200,311	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Current financial assets	  	 	748,206	  	  	 	—	  	  	 	748,206	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
TOTAL FINANCIAL ASSETS	  	 	806,754	  	  	 	—	  	  	 	806,754	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Excluding advance payments and non-financial assets.

 	  	Thousands of U.S. dollars	 	
2013	  	Loans and
receivables	 	  	Derivatives	 	  	Total	 	
Trade and other receivables (Note 13)	  	 	72	  	  	 	—	  	  	 	72	  	
Other financial assets (Note 12)	  	 	53,812	  	  	 	—	  	  	 	53,812	  	
Financial derivative instruments (Note 14)	  	 	—	  	  	 	15,439	  	  	 	15,439	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Non-current financial assets	  	 	53,884	  	  	 	15,439	  	  	 	69,323	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Trade and other receivables (Note 13)	  	 	516,960	  	  	 	—	  	  	 	516,960	  	
Other financial assets (Note 12)	  	 	1,425	  	  	 	—	  	  	 	1,425	  	
Financial derivative instruments (Note 14)	  	 	—	  	  	 	2,857	  	  	 	2,857	  	
Cash and cash equivalents (Note 15)	  	 	213,491	  	  	 	—	  	  	 	213,491	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Current financial assets	  	 	731,876	  	  	 	2,857	  	  	 	734,733	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
TOTAL FINANCIAL ASSETS	  	 	785,760	  	  	 	18,296	  	  	 	804,056	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
Excluding advance payments and non-financial assets.
Credit risk arises from the possibility that the Atento Group might not recover its financial assets at the amount recognized and in the established term. Atento Group Management considers that the carrying amount of financial assets is similar to the fair value.
12) OTHER FINANCIAL ASSETS
Details of other financial assets at December 31, 2012 and 2013 are as follows:

 	  	Thousands of U.S. dollars	 	
 	  	12/31/2012	 	  	12/31/2013	 	
Other non-current receivables	  	 	8	  	  	 	2,428	  	
Non-current guarantees and deposits	  	 	51,058	  	  	 	51,384	  	
	  	 	 	 	  	 	 	 	
Total non-current	  	 	51,066	  	  	 	53,812	  	
Other current receivables	  	 	28,723	  	  	 	—	  	
Current guarantees and deposits	  	 	2,332	  	  	 	1,425	  	
Other current financial assets	  	 	53	  	  	 	—	  	
	  	 	 	 	  	 	 	 	
Total current	  	 	31,108	  	  	 	1,425	  	
	  	 	 	 	  	 	 	 	
Total	  	 	82,174	  	  	 	55,237	  	

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“Guarantees and deposits” at December 31, 2012 and 2013 primarily comprise deposits posted with the courts in respect of legal disputes with employees of the subsidiary Atento Brasil, S.A. and for litigation underway with the Brazilian social security authority (Instituto Nacional do Seguro Social).
At December 31, 2012, “Other current receivables” of 28,723 thousand U.S. dollars primarily related to short-term deposits at Brazilian financial institutions pegged to the CDI.
13) TRADE AND OTHER RECEIVABLES
Details of trade and other receivables are as follows:

 	  	Thousands of U.S. dollars	 	
 	  	12/31/2012	 	  	12/31/2013	 	
Non-current trade receivables	  	 	7,482	  	  	 	72	  	
	  	 	 	 	  	 	 	 	
Total non-current	  	 	7,482	  	  	 	72	  	
Current trade receivables	  	 	492,214	  	  	 	492,900	  	
Other receivables	  	 	15,008	  	  	 	12,540	  	
Prepayments	  	 	3,429	  	  	 	4,326	  	
Personnel	  	 	9,565	  	  	 	11,520	  	
	  	 	 	 	  	 	 	 	
Total current	  	 	520,216	  	  	 	521,286	  	
	  	 	 	 	  	 	 	 	
Total	  	 	527,698	  	  	 	521,358	  	
	  	 	 	 	  	 	 	 	
The balance of trade receivables is shown net of impairment allowances.

 	  	Thousands of U.S. dollars	 	
 	  	12/31/2012	 	 	12/31/2013	 	
Trade receivables	  	 	516,966	  	 	 	502,986	  	
Impairment allowances	  	 	(17,270	) 	 	 	(10,014	) 	
	  	 	 	 	 	 	 	 	
Trade receivables, net	  	 	499,696	  	 	 	492,972	  	
	  	 	 	 	 	 	 	 	
At December 31, 2013 trade receivables not yet due for which no provision has been made amounted to 422,086 thousand U.S. dollars (438,389 thousand U.S. dollars at December 31, 2012).
At December 31, 2013 trade receivables due for which no provision has been made amounted to 70,886 thousand U.S. dollars (61,307 thousand U.S. dollars at December 31, 2012). These balances correspond to certain independent customers with no recent history of default. The age analysis of these accounts is as follows:

 	  	Thousands of U.S. dollars	 	
 	  	Less than
90 days	 	  	Between 90
and 180 days	 	  	Between 180
and 360 days	 	  	Over 360 days	 	  	Total	 	
12/31/2012	  	 	49,101	  	  	 	3,735	  	  	 	5,906	  	  	 	2,565	  	  	 	61,307	  	
12/31/2013	  	 	54,154	  	  	 	3,699	  	  	 	2,135	  	  	 	10,898	  	  	 	70,886	  	
Movement in the provision for impairment of trade receivables in 2013 was as follows:

 	  	Thousands of U.S. dollars	 	
Opening balance	  	 	(17,270	) 	
Allowance	  	 	(3,496	) 	
Reversal	  	 	5,522	  	
Application	  	 	4,212	  	
Translation differences	  	 	1,018	  	
	  	 	 	 	
Closing balance	  	 	(10,014	) 	

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During the one-month period ended December 31, 2012 “Impairment allowances” totaling 2,792 thousand U.S. dollars were recognized.
The Atento Group’s maximum exposure to credit risk at the reporting date is the carrying amount of each of the aforementioned trade receivables categories. The Atento Group holds no guarantees as collection insurance.
14) DERIVATIVE FINANCIAL INSTRUMENTS
Details of derivative financial instruments at December 31, 2012 and 2013 are as follows:

 	  	Thousands of U.S. dollars	 	
 	  	12/31/2012	 	  	12/31/2013	 	
 	  	Assets	 	  	Assets	 	  	Assets	 	  	Liabilities	 	
Interest rate swaps—cash flow hedges	  	 	—	  	  	 	—	  	  	 	15,611	  	  	 	—	  	
Cross-currency swaps—cash flow hedge	  	 	—	  	  	 	—	  	  	 	—	  	  	 	(10,985	) 	
Cross-currency swaps—that do not meet the criteria for hedge accounting	  	 	—	  	  	 	—	  	  	 	2,685	  	  	 	(4,977	) 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total	  	 	—	  	  	 	—	  	  	 	18,296	  	  	 	(15,962	)  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Non-current portion	  	 	—	  	  	 	—	  	  	 	15,439	  	  	 	(15,962	) 	
Current portion	  	 	—	  	  	 	—	  	  	 	2,857	  	  	 	—	  	
Derivatives held for trading are classified as a current asset or a current liability. The fair value of a hedging derivative is classified as a non-current asset or a non-current liability, as applicable, if the remaining maturity of the hedged item exceeds twelve months; otherwise, it is classified as a current asset or liability.
The Atento Group has contracted interest rate swaps to hedge fluctuations in interest rates in respect of debentures issued in Brazil (see Note 17).
At December 31, 2013, the notional principal of the interest rate swaps amounts to 595 million Brazilian reais (equivalent to 254 million U.S. dollars).
During the year ended December 31, 2013 the average fixed interest rate was 11.72%. Floating interest rates are pegged to the CDI plus 3.70%.
The Atento Group has arranged cross-currency swap instruments to cover U.S. dollar payments arising from the senior secured notes issued in 2013 (see Note 17).
At December 31, 2013 details of cross-currency swaps that are designated and qualified as cash flow hedge were as follows:

Bank	 	Date	 	 	Maturity	 	 	Purchase
currency	 	 	Amount
purchased
(thousands)	 	 	Fixed rate
bank
count-party
payment	 	 	Selling
currency	 	 	Amount
sold
(thousands)	 	 	Fixed rate
Atento
payment	 	 	Spot	 	
Santander	 	 	01/29/2013	  	 	 	01/29/2018	  	 	 	USD	  	 	 	738	  	 	 	7.3750	% 	 	 	EUR	  	 	 	560	  	 	 	7.5450	% 	 	 	1,347	  	
Santander	 	 	01/29/2018	  	 	 	01/29/2020	  	 	 	USD	  	 	 	922	  	 	 	7.3750	% 	 	 	EUR	  	 	 	700	  	 	 	7.5450	% 	 	 	1,347	  	
Santander	 	 	01/29/2020	  	 	 	01/29/2020	  	 	 	USD	  	 	 	25,000	  	 	 	7.3750	% 	 	 	EUR	  	 	 	18,560	  	 	 	7.5450	% 	 	 	1,347	  	
Goldman Sachs	 	 	01/29/2013	  	 	 	01/28/2018	  	 	 	USD	  	 	 	48,000	  	 	 	7.3750	% 	 	 	EUR	  	 	 	35,635	  	 	 	7.5475	% 	 	 	1,347	  	
Goldman Sachs	 	 	01/29/2018	  	 	 	01/29/2020	  	 	 	USD	  	 	 	60,000	  	 	 	7.3750	% 	 	 	EUR	  	 	 	44,543	  	 	 	7.5475	% 	 	 	1,347	  	
Nomura	 	 	01/29/2013	  	 	 	01/28/2018	  	 	 	USD	  	 	 	22,000	  	 	 	7.3750	% 	 	 	EUR	  	 	 	16,333	  	 	 	7.6050	% 	 	 	1,347	  	
Nomura	 	 	01/29/2018	  	 	 	01/29/2020	  	 	 	USD	  	 	 	27,500	  	 	 	7.3750	% 	 	 	EUR	  	 	 	20,416	  	 	 	7.6050	% 	 	 	1,347	  	
Gains and losses on interest rate swap hedges recognized in equity will be taken to the income statement up through maturity of the corresponding contracts as disclosed in the table above.
 
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There were no ineffective hedge derivatives in 2013.
The Atento Group also contracted the following cross currency swaps that are not designated and qualified as hedging instruments:

Bank	 	Date	 	 	Maturity	 	 	Purchase
currency	 	 	Amount
purchased
(thousands)	 	 	Fixed rate
bank
count-party
payment	 	 	Selling
currency	 	Amount
sold
(thousands)	 	 	Fixed rate
Atento
payment	 	 	Spot	 	
Santander	 	 	01/29/2013	  	 	 	01/29/2018	  	 	 	USD	  	 	 	410	  	 	 	7.3750	% 	 	MXN	 	 	9,144	  	 	 	12.9500	% 	 	 	12,71	  	
Santander	 	 	01/29/2018	  	 	 	01/29/2020	  	 	 	USD	  	 	 	615	  	 	 	7.3750	% 	 	MXN	 	 	13,716	  	 	 	12.9500	% 	 	 	12,71	  	
Santander	 	 	01/29/2020	  	 	 	01/29/2020	  	 	 	USD	  	 	 	16,667	  	 	 	7.3750	% 	 	MXN	 	 	211,833	  	 	 	12.9500	% 	 	 	12,71	  	
Goldman Sachs	 	 	01/29/2013	  	 	 	01/28/2018	  	 	 	USD	  	 	 	40,000	  	 	 	7.3750	% 	 	MXN	 	 	508,400	  	 	 	12.9120	% 	 	 	12,71	  	
Goldman Sachs	 	 	01/29/2018	  	 	 	01/29/2020	  	 	 	USD	  	 	 	60,000	  	 	 	7.3750	% 	 	MXN	 	 	762,600	  	 	 	12.9120	% 	 	 	12,71	  	
Nomura	 	 	01/29/2013	  	 	 	01/28/2018	  	 	 	USD	  	 	 	23,889	  	 	 	7.3750	% 	 	MXN	 	 	303,628	  	 	 	12.9000	% 	 	 	12,71	  	
Nomura	 	 	01/29/2018	  	 	 	01/29/2020	  	 	 	USD	  	 	 	35,833	  	 	 	7.3750	% 	 	MXN	 	 	455,442	  	 	 	12.9000	% 	 	 	12,71	  	
Goldman Sachs	 	 	01/29/2013	  	 	 	01/29/2018	  	 	 	USD	  	 	 	7,200	  	 	 	7.3750	% 	 	COP	 	 	12,819,600	  	 	 	8.2150	% 	 	 	1780,5	  	
Goldman Sachs	 	 	01/29/2013	  	 	 	01/29/2018	  	 	 	USD	  	 	 	13,800	  	 	 	7.3750	% 	 	PEN	 	 	35,356	  	 	 	7.7900	% 	 	 	2,562	  	
BBVA	 	 	01/29/2013	  	 	 	01/29/2018	  	 	 	USD	  	 	 	28,800	  	 	 	7.3750	% 	 	COP	 	 	51,278,400	  	 	 	8.2160	% 	 	 	1780,5	  	
BBVA	 	 	01/29/2013	  	 	 	01/29/2018	  	 	 	USD	  	 	 	52,200	  	 	 	7.3750	% 	 	PEN	 	 	141,422	  	 	 	7.7800	% 	 	 	2,625	  	
During the year ended December 31,2013, variations in fair value of the derivative financial instruments that are not considered as hedging derivatives recorded under the income statement amount to a net loss of 5,470 thousand U.S. dollars.
15) CASH AND CASH EQUIVALENTS

 	  	Thousands of U.S. dollars	 	
 	  	12/31/2012	 	  	12/31/2013	 	
Cash and cash equivalents at banks	  	 	200,311	  	  	 	168,287	  	
Cash equivalents	  	 	—	  	  	 	45,204	  	
	  	 	 	 	  	 	 	 	
Total	  	 	200,311	  	  	 	213,491	  	
	  	 	 	 	  	 	 	 	
As indicated in Note 25, the current accounts of some Group companies have been pledged in guarantees.
“Cash equivalents” comprises short-term fixed-income securities in Brazil, which mature in less than three months and accrue interest pegged to the CDI.
16) FINANCIAL LIABILITIES
Details of financial liabilities at December 31, 2012 and 2013 are as follows:

 	  	Thousands of U.S. dollars	 	
2012	  	Liabilities at fair
value through
profit and loss	 	  	Derivatives	 	  	Other financial
liabilities at
amortized cost	 	  	Total	 	
Debentures and bonds (Note 17)	  	 	—	  	  	 	—	  	  	 	440,568	  	  	 	440,568	  	
Interest-bearing debt (Note 17)	  	 	—	  	  	 	—	  	  	 	169,865	  	  	 	169,865	  	
Finance lease payables (Note 10)	  	 	—	  	  	 	—	  	  	 	5,213	  	  	 	5,213	  	
CVIs (Note 17)	  	 	52,275	  	  	 	—	  	  	 	—	  	  	 	52,275	  	
Vendor Loan (Note 17)	  	 	—	  	  	 	—	  	  	 	145,134	  	  	 	145,134	  	
Payable to Group companies (Note 26)	  	 	—	  	  	 	—	  	  	 	471,624	  	  	 	471,624	  	
Trade and other payables (Note 18)	  	 	—	  	  	 	—	  	  	 	59	  	  	 	59	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Non-current financial liabilities	  	 	52,275	  	  	 	—	  	  	 	1,232,463	  	  	 	1,284,738	  	

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  	  	Thousands of U.S. dollars	 	
2012	  	Liabilities at fair
value through
profit and loss	 	  	Derivatives	 	  	Other financial
liabilities at
amortized cost	 	  	Total	 	
Debentures and bonds (Note 17)	  	 	—	  	  	 	—	  	  	 	2,387	  	  	 	2,387	  	
Interest-bearing debt (Note 17)	  	 	—	  	  	 	—	  	  	 	30,247	  	  	 	30,247	  	
Finance lease payables (Note 10)	  	 	—	  	  	 	—	  	  	 	3,483	  	  	 	3,483	  	
Payable to Group companies (Note 26)	  	 	—	  	  	 	—	  	  	 	38	  	  	 	38	  	
Trade and other payables (Note 18)	  	 	—	  	  	 	—	  	  	 	312,990	  	  	 	312,990	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Current financial liabilities	  	 	—	  	  	 	—	  	  	 	349,145	  	  	 	349,145	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
TOTAL FINANCIAL LIABILITIES	  	 	52,275	  	  	 	—	  	  	 	1,581,608	  	  	 	1,633,883	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Excluding deferred income and non-financial liabilities.

 	  	Thousands of U.S. dollars	 	
2013	  	Liabilities at fair
value through
profit and loss	 	  	Derivatives	 	  	Other
financial
liabilities at
amortized cost	 	  	Total	 	
Debentures and bonds (Note 17)	  	 	—	  	  	 	—	  	  	 	631,853	  	  	 	631,853	  	
Interest-bearing debt (Note 17)	  	 	—	  	  	 	—	  	  	 	527	  	  	 	527	  	
Finance lease payables (Note 10)	  	 	—	  	  	 	—	  	  	 	6,536	  	  	 	6,536	  	
CVIs (Note 17)	  	 	43,367	  	  	 	—	  	  	 	—	  	  	 	43,367	  	
Vendor Loan (Note 17)	  	 	—	  	  				  	 	151,701	  	  	 	151,701	  	
Payable to Group companies (Note 26)	  	 	—	  	  	 	—	  	  	 	519,607	  	  	 	519,607	  	
Financial derivative instruments (Note 14)	  	 	—	  	  	 	15,962	  	  	 	—	  	  	 	15,962	  	
Trade and other payables (Note 18)	  	 	—	  	  	 	—	  	  	 	1,033	  	  	 	1,033	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Non-current financial liabilities	  	 	43,367	  	  	 	15,962	  	  	 	1,311,257	  	  	 	1,370,586	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Debentures and bonds (Note 17)	  	 	—	  	  	 	—	  	  	 	11,682	  	  	 	11,682	  	
Interest-bearing debt (Note 17)	  	 	—	  	  	 	—	  	  	 	105	  	  	 	105	  	
Finance lease payables (Note 10)	  	 	—	  	  	 	—	  	  	 	5,341	  	  	 	5,341	  	
Trade and other payables (Note 18)	  	 	—	  	  	 	—	  	  	 	269,789	  	  	 	269,789	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Current financial liabilities	  				  	 	—	  	  	 	286,917	  	  	 	286,917	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
TOTAL FINANCIAL LIABILITIES	  	 	43,367	  	  	 	15,962	  	  	 	1,598,174	  	  	 	1,657,503	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Excluding deferred income and non-financial liabilities.
The maturity schedule for Other financial liabilities, trade and other payables and liabilities at fair value through profit and loss at December 31, 2012 and 2013 is as follows:

2012	  	Thousands of U.S. dollars	 	
	  	Maturity (years)	 	
	  	2013	 	  	2014	 	  	2015	 	  	2016	 	  	2017	 	  	More
than
5 years	 	  	Total	 	
Payables to Group companies	  	 	38	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	471,624	  	  	 	471,662	  	
Finance leases	  	 	3,483	  	  	 	5,213	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	8,696	  	
Bank borrowings and debentures	  	 	32,634	  	  	 	58,569	  	  	 	85,100	  	  	 	108,013	  	  	 	146,310	  	  	 	212,441	  	  	 	643,067	  	
CVIs	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	52,275	  	  	 	52,275	  	
Vendor Loan	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	145,134	  	  	 	145,134	  	
Trade and other payables	  	 	312,990	  	  	 	59	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	313,049	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total financial liabilities	  	 	349,145	  	  	 	63,841	  	  	 	85,100	  	  	 	108,013	  	  	 	146,310	  	  	 	881,474	  	  	 	1,633,883	  	

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The Brazilian debentures contract established the following original repayment schedule:

2014	  	2015	 	 	2016	 	 	2017	 	 	2018	 	 	2019	 	 	Total	 	
7%	  	 	11	% 	 	 	15	% 	 	 	18	% 	 	 	21	% 	 	 	28	% 	 	 	100	% 	
As indicated in Note 17, the Brazilian subsidiary made two early repayments in 2013, totaling 47.8 million U.S. dollars. The new repayment schedule after both early payments is as follows:

2014	  	2015	 	 	2016	 	 	2017	 	 	2018	 	 	2019	 	 	Total	 	
—	  	 	7.2863	% 	 	 	15	% 	 	 	18	% 	 	 	21	% 	 	 	28	% 	 	 	89.3	% 	

2013	  	Thousands of U.S. dollars	 	
	  	Maturity (years)	 	
	  	2014	 	  	2015	 	  	2016	 	  	2017	 	  	2018	 	  	More than
5 years	 	  	Total	 	
Payables to Group companies	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	519,607	  	  	 	519,607	  	
Senior Secured Notes	  	 	9,342	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	288,339	  	  	 	297,681	  	
Brazilian bonds—Debentures	  	 	2,340	  	  	 	27,518	  	  	 	57,804	  	  	 	69,365	  	  	 	80,926	  	  	 	107,901	  	  	 	345,854	  	
Finance leases	  	 	5,341	  	  	 	4,157	  	  	 	1,081	  	  	 	974	  	  	 	324	  	  	 	—	  	  	 	11,877	  	
Bank borrowings	  	 	105	  	  	 	393	  	  	 	134	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	632	  	
CVIs	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	43,367	  	  	 	43,367	  	
Vendor Loan	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	151,701	  	  	 	151,701	  	
Trade and other payables	  	 	269,789	  	  	 	1,033	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	270,822	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total financial liabilities	  	 	286,917	  	  	 	33,101	  	  	 	59,019	  	  	 	70,339	  	  	 	81,250	  	  	 	1,110,915	  	  	 	1,641,541	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
17) INTEREST-BEARING DEBT
Details of interest-bearing debt at December 31, 2012 and 2013 are as follows:

 	  	Thousands of U.S. dollars	 	
 	  	12/31/2012	 	  	31/12/2013	 	
Senior Secured Notes	  	 	—	  	  	 	288,339	  	
Brazilian bonds—Debentures	  	 	440,568	  	  	 	343,514	  	
Bank borrowings	  	 	169,865	  	  	 	527	  	
CVIs	  	 	52,275	  	  	 	43,367	  	
Vendor Loan	  	 	145,134	  	  	 	151,701	  	
Finance lease payables (Note 10)	  	 	5,213	  	  	 	6,536	  	
	  	 	 	 	  	 	 	 	
Sub-total borrowings with third parties	  	 	813,055	  	  	 	833,984	  	
Payable to Group companies (Note 26)	  	 	471,624	  	  	 	519,607	  	
	  	 	 	 	  	 	 	 	
Total non-current	  	 	1,284,679	  	  	 	1,353,591	  	
	  	 	 	 	  	 	 	 	
Senior Secured Notes	  	 	—	  	  	 	9,342	  	
Brazilian bonds—Debentures	  	 	2,387	  	  	 	2,340	  	
Bank borrowings	  	 	30,247	  	  	 	105	  	
Finance lease payables (Note 10)	  	 	3,483	  	  	 	5,341	  	
	  	 	 	 	  	 	 	 	
Sub-total borrowings with third parties	  	 	36,117	  	  	 	17,128	  	
Payable to Group companies (Note 26)	  	 	38	  	  	 	—	  	
	  	 	 	 	  	 	 	 	
Total current	  	 	36,155	  	  	 	17,128	  	
	  	 	 	 	  	 	 	 	
TOTAL INTEREST-BEARING DEBT	  	 	1,320,834	  	  	 	1,370,719	  	

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Issuance of bonds—Senior Secured Notes
 
 	•	 	On January 29, 2013 Atento Luxco 1, S.A. issued 300,000 bonds with a nominal value of 1,000 U.S. dollars each, bearing interest at an annual rate of 7.375%. The bonds mature on January 29, 2020, and the issuer may redeem them early as of January 29, 2016, if certain conditions have been met.	
Details of the senior secured notes issuances at December 31, 2013 are as follows:

Issuer	  	Issue date	 	  	Number of
bonds	 	  	Unit nominal value	 	  	Annual
interest rate	 	 	Maturity	 	
Atento Luxco 1, S.A.	  	 	January 29, 2013	  	  	 	300,000	  	  	 	1,000 U.S. dollars	  	  	 	7.375	% 	 	 	January 29, 2020	  	
All interest payments are made on a half-yearly basis.
Fair value of debt in relation to the issuance of senior secured notes, calculated on the basis of their quoted price at December 31, 2013, is 276,056 thousand U.S. dollars.
The fair value hierarchy of the senior secured notes is level 1 as it based in the market price at the reporting date.
Details of the corresponding debt at each reporting date are as follows:

 	  	 	 	  	Thousands of U.S. dollars	 	
 	  	 	 	  	12/31/2012	 	  	12/31/2013	 	
Maturity	  	Currency	 	  	Principal	 	  	Accrued
interests	 	  	Total
debt	 	  	Principal	 	  	Accrued
interests	 	  	Total
debt	 	
2020	  	 	U.S. Dollar	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	288,339	  	  	 	9,342	  	  	 	297,681	  	
Brazilian bonds—Debentures
 
 	•	 	On November 22, 2012 BC Brazilco Participações, S.A. (now merged with Atento Brasil, S.A.) issued preferential bonds in Brazil (the “ Debentures ”), which were subscribed by institutional investors (the “ Debenture holders ”) and assumed by Bain, for an initial amount of 915,000 thousand Brazilian reais (equivalent to 365,000 thousand U.S. dollars). This long-term financial commitment matures in 2019 and bears interest pegged to the Brazilian CDI (Interbank Deposit Certificate) rate plus 3.70%. Interest is paid on a half-yearly basis.	
On March 25, 2013 and June 11, 2013 Atento Brasil, S.A. repaid, in advance of the scheduled date, 71,589 thousand Brazilian reais and 26,442 thousand Brazilian reais respectively (equivalent to 35,545 thousand U.S. dollars and 12,287 thousand U.S. dollars, respectively).
Under the terms of the financing contract, the Brazilian subsidiary is subject to a financial covenant regarding the maximum debt level at the end of each quarter. To date, the company has complied with this covenant and does not foresee any future non-compliance.
Details of the corresponding debt at each reporting date are as follows:

 	  	 	 	  	Thousands of U.S. dollars	 	
 	  	 	 	  	12/31/2012	 	  	12/31/2013	 	
Maturity	  	Currency	 	  	Principal	 	  	Accrued
interests	 	  	Total
debt	 	  	Principal	 	  	Accrued
interests	 	  	Total
debt	 	
2019	  	 	Brazilian real	  	  	 	440,568	  	  	 	2,387	  	  	 	442,955	  	  	 	343,514	  	  	 	2,340	  	  	 	345,854	  	
The carrying amount of debentures is similar to the fair value. The fair value is based on cash flows discounted and is within level 2 of the fair value hierarchy.
 
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Bank borrowings
Bank borrowings are held in the following currencies:

 	  	12/31/2012	 	  	12/31/2013	 	
 	  	Foreign
currency debt
(thousands)	 	  	U.S. Dollars debt
(thousands)	 	  	Foreign
currency debt
(thousands)	 	  	U.S. Dollars
debt
(thousands)	 	
EUR	  	 	85,280	  	  	 	112,519	  	  	 	—	  	  	 	—	  	
COP	  	 	9,850	  	  	 	5	  	  	 	—	  	  	 	—	  	
MXN	  	 	1,124,912	  	  	 	86,761	  	  	 	—	  	  	 	—	  	
MAD	  	 	7,017	  	  	 	827	  	  	 	5,170	  	  	 	632	  	
	  				  	 	 	 	  				  	 	 	 	
Total	  				  	 	200,112	  	  				  	 	632	  	
	  				  	 	 	 	  				  	 	 	 	
The carrying amount of bank borrowings is similar to the fair value. The fair value is based on cash flows discounted and is within level 2 of the fair value hierarchy.
 
 	•	 	As explained above, on January 29, 2013 Atento Luxco 1, S.A. issued bonds totaling 300 million U.S. dollars. In addition, on January 28, 2013 Atento Luxco 1, S.A., Atento Teleservicios España, S.A.U. and Atento Mexicana, S.A. de C.V. contracted a multi-currency revolving facility (“Super Senior Revolving Credit Facilities Agreement” or “SSRCF”) for 67 million U.S. dollars (69 million U.S. dollars at December 31, 2013) from Banco Santander, S.A. and Banco Santander (Mexico), S.A. Institución de Banca Múltiple, Grupo Financiero Santander México, Banco Bilbao Vizcaya Argentaria, S.A. and BBVA Bancomer, S.A. Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer as original lenders, and Banco Bilbao Vizcaya Argentaria, S.A. as the agent bank. The original guarantors for the loan are Atento Luxco 1 S.A., Atento Teleservicios España, S.A.U., Atento Mexicana, S.A. de C.V. Mexico and Atento Servicios, S.A. de C.V.	
The new revolving facility allows for drawdowns in euros, Mexican pesos and U.S. dollars. The interest rates for euro drawdowns and Mexican peso drawdowns are the Euribor and the TIIE, respectively, and the LIBOR for drawdowns in any other currency, plus a 4.5% spread per year. This spread is subject to a step-down based on the debt ratio calculation.
The facility matures on July 28, 2019. At December 31, 2013 no amounts had been drawn down on the facility.
In view of the financing received as mentioned above, the following contracts drawn up in 2012 in Spain and Mexico were cancelled:
 
 	•	 	On October 11, 2012 Atento Spain Holdco 2, S.A.U. (formerly Global Laurentia, S.L.U.) received a borrowing from Banco Santander, S.A., BBVA Bancomer, S.A., Banco Bilbao Vizcaya Argentaria, S.A. and CaixaBank, S.A., with Banco Bilbao Vizcaya Argentaria, S.A. acting as the agent bank. At December 31, 2012, the 105,552 thousand U.S. dollars borrowing also carried a 10,555 thousand U.S. dollars credit facility, maturing on October 11, 2017. This borrowing was assumed by Bain. The nominal interest rate applied in each period was the quarterly Euribor plus a 5 pp spread. At December 31, 2012, the company had drawn down 112,519 thousand U.S. dollars on the credit facility.	
 
 	•	 	On December 11, 2012 Atento Mexico Holdco, S. de R.L. de C.V. (formerly BC Atalaya Mexholdco, S.A. de R.L. de C.V.) received a borrowing from Banco Santander (Mexico), S.A. and BBVA Bancomer, S.A., with BBVA Bancomer, S.A. acting as the agent bank. The 1,000,000 thousand Mexican pesos borrowing (equivalent to 79,164 thousand U.S. dollars) also carried a 100,000 thousand Mexican pesos credit facility (equivalent to 7,916 thousand U.S. dollars) maturing on December 12, 2017. The nominal interest rate was the quarterly TIIE plus a 5 pp spread. At December 31, 2012 the company had drawn down the entire credit facility.	
 
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 	•	 	Atento Colombia, S.A. held a borrowing granted from BBVA Colombia. At December 31, 2012 the balance on the loan amounted to 9,850 thousand Colombian pesos (equivalent to 5 thousand U.S. dollars). The borrowing matured on February 28, 2013. The interest on the loan was pegged to the DTF plus a spread of 1.8%.	
 
 	•	 	Atento Maroc, S.A. held a borrowing granted from Banco Sabadell. At November 30, 2012 the subsidiary made an early repayment amounting 10 million dirhams. At December 31, 2013 the borrowing balance was 5,082 thousand Moroccan dirham (equivalent to 632 thousand U.S. dollars) (7,017 thousand Moroccan dirham or 827 thousand U.S. dollars at December 31, 2012). The loan matures on June 28, 2016 and bears interest at 6%.	
Contingent Value Instruments (CVIs)
 
 	•	 	In relation to the acquisition described in Notes 1 and 5, two of the Company’s subholdings, Atalaya Luxco 2, S.a.r.l. (formerly BC Luxco 2, S.a.r.l.) and Atalaya Luxco 3, S.a.r.l. (formerly BC Luxco 3, S.r.a.l.), which held stakes in the Atento Group’s Argentinian subsidiaries, issued a contingent value instrument (CVI) with the counterparties Atento Inversiones y Teleservicios, S.A. and Venturini S.A., a Telefónica subsidiary. The CVIs together have an aggregated nominal value of 666.8 million Argentinian pesos.	
The CVIs represent preferential debt of Atalaya Luxco 2 and Atalaya Luxco 3, and are subject to mandatory (partial) repayment in the following scenarios: (i) if the Argentinian subsidiaries maintain an excess-distributable cash balance, calculated as the greater of the sum of 30.3 million Argentinian pesos (adjusted considering inflation) and the sum that must be maintained by the subsidiaries to honor their financial obligations in each year, pursuant to their business plans; (ii) sale of all or substantially all the shares of the Argentinian subsidiaries in respect of which the cash proceeds are distributed to Atalaya Luxco 2 and Atalaya Luxco 3; (iii) sale of the Atento Group whereby a portion of the price is allocated to the Argentinian subsidiaries and (iv) payment of dividends by the Argentinian subsidiaries.
The aforementioned instrument will be extinguished at the date on which the principal amount and interest pending payment show a zero balance (in respect of repayment of outstanding debt or reduction of the outstanding balance pursuant to the terms and conditions of the CVIs). Without prejudice to the above, the conditions of the CVIs stipulate that on October 12, 2022 the balance of this debt will be reduced to zero. Moreover, the principal amount pending payment must be reduced by the aggregate amount of any damages that may be incurred by the Argentinian subsidiaries as the result of incompliance with the clauses stipulated in the purchase contract between Bain Capital and Telefonica. The CVIs do not bear interest and are recognized at fair value. During the term of the CVIs, holders have preferential purchase rights in the event the Argentinian subsidiaries are sold.
Vendor Loan
 
 	•	 	With respect to the acquisition described in Notes 1 and 5 to the accompanying consolidated financial statements, the Company issued a euro-denominated Vendor Loan Note (Vendor Loan) to a Telefónica branch, amounting to the equivalent of approximately 143 million U.S. dollars. The Vendor Loan matures at December 12, 2022, and accrues an annual 5% of fixed interest, payable annually. Interest must be paid in cash if, and to the extent that: i) there is no ongoing default (or similar situation), or no default situation arises with respect to any Atento Group financing, in accordance with the Vendor Loan agreements, as a result of the payment of said interest or any distribution or payment made by a subsidiary to the Company so that it may make the interest payments; ii) the lender has received payments from its subsidiaries that correspond to the lesser of (A) the expenses incurred during the period of interest accrual with respect to the Atento Group transaction plus those management and advisory expenses paid to Bain Captial or (B) 45 million U.S. dollars (increased by the compounded 3% for each subsequent interest accrual period); and iii) the Atento Group can legally contribute funds	
 
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 	to the Company. Any interest that is not paid in cash will be capitalized and added to the principal pending payment. In addition, after the sale of at least 66.66% of the business and assets of the Atento Group, the Company is obliged to use the funds received from said sale to repay the Vendor Loan, as established in points (i) and (iii) above.	
The Vendor Loan has preferential collection rights over any claims for debt or equity held by shareholders of the Company and its subsidiaries; is pari passu with the debts incurred in the ordinary course of Company business; and is also subordinate to the remaining debts of the Company. The Vendor Loan includes certain restrictions relating to Atento Group payments to Bain Capital and associates which will become effective if the ratio of the Atento Group’s financial debt to EBITDA exceeds the 1.0 to 2.5 range.
The Vendor Loan does not include any other covenant or commitment. The Vendor Loan does not include the right to make any claims against Group companies (in the form of guarantees, interest, or other) or any non-payment event related to the Group’s operational entities. The Vendor Loan does not include any cross-default or cross-acceleration provisions.
The Company can fully or partially repay the loan, without incurring any premium or penalty, at any moment before the maturity date, provided that said payment includes accrued interest pending payment.
The carrying amount of the Vendor Loan approximately corresponds to its fair value.
The fair value is based on cash flows discounted and is within level 2 of the fair value hierarchy.
18) TRADE AND OTHER PAYABLES
Details of trade and other payables at December 31, 2012 and 2013 are as follows:

 	  	Thousands of U.S. dollars	 	
 	  	12/31/2012	 	  	12/31/2013	 	
Other payables	  	 	59	  	  	 	1,033	  	
Deferred income	  	 	29	  	  	 	408	  	
	  	 	 	 	  	 	 	 	
Total non-current	  	 	88	  	  	 	1,441	  	
	  	 	 	 	  	 	 	 	
Suppliers	  	 	109,881	  	  	 	109,635	  	
Advances	  	 	7,323	  	  	 	262	  	
Suppliers of fixed assets	  	 	53,217	  	  	 	29,500	  	
Personnel	  	 	123,839	  	  	 	124,795	  	
Other payables	  	 	18,730	  	  	 	5,597	  	
Deferred income	  	 	1,314	  	  	 	859	  	
	  	 	 	 	  	 	 	 	
Total current	  	 	314,304	  	  	 	270,648	  	
	  	 	 	 	  	 	 	 	
Total current and non-current	  	 	314,392	  	  	 	272,089	  	
	  	 	 	 	  	 	 	 	
The carrying amount of trade and other payables is similar to the fair value, as the impact of discounting is not significant.
19) EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT
Share capital
At December 31, 2012 and 2013 share capital stood at 2,592,201 U.S. dollars, divided into 2,000,000 shares with a par value of 1 euro each, fully paid in.
All shares were subscribed by ATALAYA Luxco TOPCO, S.C.A.
 
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The table below shows movements in share capital:

 	  	 	  	U.S. Dollars	 	
November 27 , 2012	  	Inception of the Company:
2,000,000 shares, each with par value 1 euro	  	 	2,592,201	  	
	  		  	 	 	 	
Share capital at December 31, 2012 and 2013	  	 	2,592,201	  	
	  		  	 	 	 	
Legal reserve
According to mercantile legislation in Luxembourg, Atalaya Luxco Midco, S.a.r.l. must transfer 5% of profits for the year to a legal reserve until the reserve reaches 10% of share capital. The legal reserve cannot be distributed.
At December 31, 2012 and 2013, no legal reserve had been established.
Retained earnings
Movements in retained earnings during 2012 and 2013 are as follows:

 	  	Thousands of
U.S. dollars	 	
Losses incurred in 2012	  	 	(56,620	) 	
At December 31, 2012	  	 	(56,620	) 	
Loss for 2013	  	 	(4,039	) 	
	  	 	 	 	
At December 31, 2013	  	 	(60,659	) 	
	  	 	 	 	
Translation differences
Translation differences reflect the differences arising on account of exchange rate fluctuations when converting the net assets of fully consolidated foreign companies from local currency to Atento Group’s presentation currency (U.S. dollars) by the full consolidation method.
Valuation adjustments
Movements in valuation adjustments in 2012 and 2013 were as follows:

 	  	Thousands of
U.S. dollars	 	
At December 31, 2012	  	 	—	  	
Cash flow hedges	  	 	1,627	  	
	  	 	 	 	
At December 31, 2013	  	 	1,627	  	

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20) TAX MATTERS
a) Income tax
The reconciliation between the income tax expense that would result in applying the statutory tax rate and the income tax expense recorded is as follows:

 	  	Thousands of U.S. dollars	 	
 	  	December 1 to
December 31,
2012	 	 	For the year
ended
December 31,
2013	 	
Profit before tax	  	 	(48,489	) 	 	 	4,307	  	
Income tax applying the statutory tax rate	  	 	(10,183	) 	 	 	904	  	
Permanent differences	  	 	7,733	  	 	 	17,291	  	
Adjustments due to international tax rates	  	 	10,574	  	 	 	(9,866	) 	
Other	  	 	8	  	 	 	17	  	
	  	 	 	 	 	 	 	 	
Total income tax expense (income)	  	 	8,132	  	 	 	8,346	  	
	  	 	 	 	 	 	 	 	
Permanent differences in 2012 are mainly due to provisions in Brazil and Mexico which are not deductible for tax purposes. Permanent differences in 2013 are mainly due to provisions in Brazil which are not deductible for tax purposes.
The breakdown of the Atento Group’s income tax expense is as follows:

 	  	Thousands of U.S. dollars	 	
 	  	  December 1 to  
December 31,
2012	 	  	For the year
ended
December 31,
2013	 	
Current tax expense / (income)	  	 	3,209	  	  	 	23,953	  	
Deferred tax	  	 	4,768	  	  	 	(11,372	) 	
Adjustment to prior years	  	 	155	  	  	 	(4,235	) 	
	  	 	 	 	  	 	 	 	
Total income tax expense (income)	  	 	8,132	  	  	 	8,346	  	
	  	 	 	 	  	 	 	 	
The effective tax rate on Atento Group’s consolidated earnings in 2012 was (16.77%). This rate is distorted because of the contribution of losses in the holding companies comprising the Group to Atento’s pre-tax result. For these losses, Atento has not registered the corresponding deferred tax assets. Stripping out this effect, pre-tax profit would have stood at 26,101 thousand U.S. dollars, with an income tax expense of 8,121 thousand U.S. dollars. Consequently, the aggregate rate excluding the Group’s holding companies is 31.11%, in line with the reasonable parameters for a similar group.
The effective tax rate on Atento Group’s consolidated earnings in 2013 was 193.79%. This rate is distorted because of the contribution of losses in the holding companies comprising the Group to Atento’s pre-tax result. Stripping out this effect, pre-tax profit would have stood at 111,272 thousand U.S. dollars, with an income tax expense of 33,378 thousand U.S. dollars. Consequently, the aggregate rate excluding the Group’s holding companies is 30%, in line with the reasonable parameters for a similar group.
The years open for inspection by the tax authorities for the main taxes applicable vary from one consolidated company to another, based on each country’s tax legislation, taking into account their respective statute-of-limitations periods. The directors of the Atento Group consider that no significant contingencies would arise from a review by the tax authorities of the operations in the years open to inspection, other than those described in Note 21.
 
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b) Deferred tax assets and liabilities
The breakdown and balances of deferred tax assets and deferred tax liabilities at December 31, 2012 and 2013 are as follows:

 	  	Thousand U.S. dollars	 	
 	  	Balance at
12/01/2012	 	 	Results	 	 	Transfers	 	 	Translation
differences	 	 	Balance at
12/31/2012	 	
 	  			 	Increases	 	 	Decreases	 	 			 			 			
DEFERRED TAX ASSETS	  	 	189,209	  	 	 	16,410	  	 	 	(21,135	) 	 	 	7	  	 	 	5,802	  	 	 	190,293	  	
Unused tax losses ( * )	  	 	5,550	  	 	 	786	  	 	 	(1,807	) 	 	 	(152	) 	 	 	118	  	 	 	4,495	  	
Unused tax credits	  	 	4,921	  	 	 	3,844	  	 	 	(8,577	) 	 	 	171	  	 	 	51	  	 	 	410	  	
Deferred tax assets (temporary differences)	  	 	178,738	  	 	 	11,780	  	 	 	(10,751	) 	 	 	(12	) 	 	 	5,633	  	 	 	185,388	  	
							
DEFERRED TAX LIABILITIES	  	 	(135,064	) 	 	 	(43	) 	 	 	(3	) 	 	 	(87	) 	 	 	(2,882	) 	 	 	(138,079	) 	
Deferred tax liabilities (temporary differences)	  	 	(135,064	) 	 	 	(43	) 	 	 	(3	) 	 	 	(87	) 	 	 	(2,882	) 	 	 	(138,079	) 	

(*)	Tax credits for loss carryforwards.	

 	 	Thousand U.S. dollars	 	
 	 	Balance at
12/31/2012	 	 	Results	 	 	Equity	 	 	Transfers	 	 	Translation
differences	 	 	Balance at
12/31/2013	 	
 	 			 	Increases	 	 	Decreases	 	 	Increases	 	 	Decreases	 	 			 			 			
DEFERRED TAX ASSETS	 	 	190,293	  	 	 	27,856	  	 	 	(17,207	) 	 	 	—	  	 	 	—	  	 	 	—	  	 	 	(21,003	) 	 	 	179,939	  	
Unused tax losses ( * )	 	 	4,495	  	 	 	18,584	  	 	 	(2,104	) 	 	 	—	  	 	 	—	  	 	 	—	  	 	 	339	  	 	 	21,314	  	
Unused tax credits	 	 	410	  	 	 	7,467	  	 	 	(7,221	) 	 	 	—	  	 	 	—	  	 	 	—	  	 	 	(142	) 	 	 	514	  	
Deferred tax assets (temporary differences)	 	 	185,388	  	 	 	1,805	  	 	 	(7,882	) 	 	 	—	  	 	 	—	  	 	 	—	  	 	 	(21,200	) 	 	 	158,111	  	
									
DEFERRED TAX LIABILITIES	 	 	(138,079	) 	 	 	(458	) 	 	 	15,538	  	 	 	(3,001	) 	 	 	1	  	 	 	—	  	 	 	6,717	  	 	 	(119,282	) 	
Deferred tax liabilities (temporary differences)	 	 	(138,079	) 	 	 	(458	) 	 	 	15,538	  	 	 	(3,001	) 	 	 	1	  	 	 	—	  	 	 	6,717	  	 	 	(119,282	) 	

(*)	Tax credits for loss carryforwards.	
As a result of the business combination described in note 5, the Company recognized deferred tax assets amounting to approximately 100 million U.S. dollars from existing Brazilian tax regulations which permit companies to deduct goodwill arising from business combinations. Such deferred tax asset amounted to 72 million U.S. dollars at December 31, 2013 (2012: 103 million U.S. dollars). The Company also considered this amount as part of the assets acquired in the business combination. The remaining amount relates to the differences in tax and accounting criteria for recognizing the Company’s provisions for risks. Additional deferred tax assets arising from the business combinations amounting to 31 million U.S. dollars were recorded due to the recognition of labor contingencies and others. The remaining amount relates to the differences in tax and accounting criteria for recognizing the Company’s provisions for risks.
As a result of the business combination described in note 5, the Company recognized deferred tax liabilities amounting to 129 million U.S. dollars due to the difference between the tax value of the customer base and the fair value allocated in the business combination, which amounted to 113 million U.S. dollars at December 31, 2013 (2012: 131 million U.S. dollars).
 
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The following table presents the schedule for the reversal of recognized and unrecognized deferred tax assets and liabilities in the statement of financial position based on the best estimates available at the respective estimation dates:

 	 	Thousands of U.S. dollars	 	
2012	 	2013	 	 	2014	 	 	2015	 	 	2016	 	 	2017	 	 	2018	 	 	Subsequent years	 	 	Total	 	
Tax losses	 	 	1,760	  	 	 	2,735	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	4,495	  	
Deductible temporary differences	 	 	66,566	  	 	 	23,394	  	 	 	20,562	  	 	 	20,552	  	 	 	20,552	  	 	 	—	  	 	 	33,762	  	 	 	185,388	  	
Tax credits for deductions	 	 	410	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	410	  	
Total deferred tax assets	 	 	68,736	  	 	 	26,129	  	 	 	20,562	  	 	 	20,552	  	 	 	20,552	  	 	 	—	  	 	 	33,762	  	 	 	190,293	  	
Total deferred tax liabilities	 	 	2,103	  	 	 	1,252	  	 	 	806	  	 	 	676	  	 	 	602	  	 	 	574	  	 	 	132,066	  	 	 	138,079	  	

 	 	Thousands of U.S. dollars	 	
2013	 	2014	 	 	2015	 	 	2016	 	 	2017	 	 	2018	 	 	2019	 	 	Subsequent years	 	 	Total	 	
Tax losses	 	 	1,023	  	 	 	496	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	19,795	  	 	 	21,314	  	
Deductible temporary differences	 	 	35,120	  	 	 	13,489	  	 	 	11,860	  	 	 	11,696	  	 	 	11,630	  	 	 	11,605	  	 	 	62,711	  	 	 	158,111	  	
Tax credits for deductions	 	 	514	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	514	  	
Total deferred tax assets	 	 	36,657	  	 	 	13,985	  	 	 	11,860	  	 	 	11,696	  	 	 	11,630	  	 	 	11,605	  	 	 	82,506	  	 	 	179,939	  	
Total deferred tax liabilities	 	 	2,213	  	 	 	775	  	 	 	692	  	 	 	621	  	 	 	600	  	 	 	600	  	 	 	113,781	  	 	 	119,282	  	
In addition, the Atento Group has not capitalized certain tax losses amounting to 71 million U.S. dollars generated by the holding companies in the one-month period ended December 31, 2012. These tax losses predate the tax consolidation described in section c).
The balance of deferred taxes related with items in other comprehensive income is as follows:

 	  	Thousands of
U.S. dollars	 	
 	  	2013	 	
Cash flow hedges	  	 	(3,001	) 	
c) Tax consolidation
Since January 1, 2013, certain Atento Group companies in Spain form part of consolidated tax group 230/13, paying income tax as part of that group. The following companies form part of the consolidated tax group:
Parent Company: Atento Spain Holdco S.L.U. (formerly Global Chaucer, S.L.U.) Subsidiaries:
 
 	•	 	Atento Teleservicios España, S.A.U.	
 
 	•	 	Atento Servicios Técnicos y Consultoría, S.A.U.	
 
 	•	 	Atento Impulsa, S.A.U.	
 
 	•	 	Atento Servicios Auxiliares de Contact Center, S.A.U.	
 
 	•	 	Atento Spain Holdco 5, S.L.U. (formerly Global Kiowa, S.L.U.)	
 
 	•	 	Atento Spain Holdco 6, S.L.U. (formerly Global Benoni, S.L.U.)	
 
 	•	 	Atento Spain Holdco 2, S.L.U. (formerly Global Laurentia, S.L.U.)	
 
 	•	 	Atento Spain Holdco 4, S.A.U. (formerly BC Spain Holdco, S.A.U.)	
 
 	•	 	Global Rossolimo, S.L.U.	
 
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Loss carryforwards recognized by the tax group in 2013 (corrected for any adjustments on tax consolidation), amounting to 58,195 thousand U.S. dollars, will be offset by future profits obtained by the consolidated group.
d) Public administrations
Details of receivables from public administrations and payables to public administrations at December 31, 2012 and 2013 are as follows:

 	  	Thousands of U.S. dollars	 	
Receivables	  	    2012    	 	  	    2013    	 	
Current	  				  				
Indirect taxes	  	 	5,499	  	  	 	5,887	  	
Other taxes	  	 	12,618	  	  	 	12,891	  	
Income tax	  	 	9,536	  	  	 	12,962	  	
	  	 	 	 	  	 	 	 	
Total	  	 	27,653	  	  	 	31,740	  	

									
 	  	Thousands of U.S. dollars	 	
Payables	  	    2012    	 	  	    2013    	 	
Non-current	  				  				
Social security	  	 	—	  	  	 	1,949	  	
Current	  				  				
Indirect taxes	  	 	16,518	  	  	 	28,317	  	
Other taxes	  	 	59,729	  	  	 	46,666	  	
Income tax	  	 	18,688	  	  	 	7,582	  	
	  	 	 	 	  	 	 	 	
Total	  	 	94,935	  	  	 	84,514	  	
	  	 	 	 	  	 	 	 	
21) PROVISIONS AND CONTINGENCIES
Movements in provisions during 2012 and 2013 were as follows:

 	 	Thousands of U.S. dollars	 	
 	 	12/01/2012	 	 	Allocation	 	 	Application	 	 	Reversal	 	 	Discounted	 	 	Transfers	 	 	Translation
differences	 	 	12/31/2012	 	
Non-current	 				 				 				 				 				 				 				 				
Provisions for liabilities	 	 	3,346	  	 	 	494	  	 	 	(494	) 	 	 	—	  	 	 	—	  	 	 	74,823	  	 	 	1,116	  	 	 	79,285	  	
Provisions for taxes	 	 	4,849	  	 	 	6,217	  	 	 	(5,678	) 	 	 	—	  	 	 	—	  	 	 	—	  	 	 	44	  	 	 	5,432	  	
Provisions for dismantling	 	 	15,004	  	 	 	1	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	458	  	 	 	15,463	  	
Other provisions	 	 	355	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	6	  	 	 	361	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total non-current	 	 	23,554	  	 	 	6,712	  	 	 	(6,172	) 	 	 	—	  	 	 	—	  	 	 	74,823	  	 	 	1,624	  	 	 	100,541	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Current	 				 				 				 				 				 				 				 				
Provisions for liabilities	 	 	96,111	  	 	 	1,943	  	 	 	(932	) 	 	 	(1,628	) 	 	 	—	  	 	 	(74,823	) 	 	 	1,277	  	 	 	21,948	  	
Provisions for taxes	 	 	916	  	 	 	(17	) 	 	 	—	  	 	 	27	  	 	 	—	  	 	 	—	  	 	 	12	  	 	 	938	  	
Provisions for dismantling	 	 	29	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	29	  	
Other provisions	 	 	4,802	  	 	 	1,449	  	 	 	(4,363	) 	 	 	50	  	 	 	—	  	 	 	—	  	 	 	41	  	 	 	1,979	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total current	 	 	101,858	  	 	 	3,375	  	 	 	(5,295	) 	 	 	(1,551	) 	 	 	—	  	 	 	(74,823	) 	 	 	1,330	  	 	 	24,894	  	

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 	 	Thousands of U.S. dollars	 	
 	 	12/31/2012	 	 	Allocation	 	 	Application	 	 	Reversal	 	 	Discounted	 	 	Transfers	 	 	Translation
differences	 	 	12/31/2013	 	
Non-current	 				 				 				 				 				 				 				 				
Provisions for liabilities	 	 	79,285	  	 	 	7,638	  	 	 	(15,360	) 	 	 	—	  	 	 	—	  	 	 	11,669	  	 	 	(10,416	) 	 	 	72,816	  	
Provisions for taxes	 	 	5,432	  	 	 	5,750	  	 	 	(313	) 	 	 	—	  	 	 	616	  	 	 	—	  	 	 	(1,194	) 	 	 	10,291	  	
Provisions for dismantling	 	 	15,463	  	 	 	2,296	  	 	 	(149	) 	 	 	—	  	 	 	1	  	 	 	(135	) 	 	 	(2,008	) 	 	 	15,468	  	
Other provisions	 	 	361	  	 	 	1	  	 	 	(396	) 	 	 	—	  	 	 	74	  	 	 	446	  	 	 	1	  	 	 	487	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total non-current	 	 	100,541	  	 	 	15,685	  	 	 	(16,218	) 	 	 	—	  	 	 	691	  	 	 	11,980	  	 	 	(13,617	) 	 	 	99,062	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Current	 				 				 				 				 				 				 				 				
Provisions for liabilities	 	 	21,948	  	 	 	3,476	  	 	 	(3,634	) 	 	 	(475	) 	 	 	—	  	 	 	(11,668	) 	 	 	(2,455	) 	 	 	7,192	  	
Provisions for taxes	 	 	938	  	 	 	—	  	 	 	85	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	(85	) 	 	 	938	  	
Provisions for dismantling	 	 	29	  	 	 	72	  	 	 	(28	) 	 	 	—	  	 	 	—	  	 	 	135	  	 	 	(1	) 	 	 	207	  	
Other provisions	 	 	1,979	  	 	 	5,789	  	 	 	—	  	 	 	(1,300	) 	 	 	—	  	 	 	(446	) 	 	 	159	  	 	 	6,181	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total current	 	 	24,894	  	 	 	9,337	  	 	 	(3,577	) 	 	 	(1,775	) 	 	 	—	  	 	 	(11,979	) 	 	 	(2,382	) 	 	 	14,518	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
“Provisions for liabilities” primarily relates to provisions for legal claims underway in Brazil. As indicated in note 12 “Other financial assets”, Atento Brasil, S.A. has made payments in escrow related to legal claims with ex-employees and the Brazilian social security authority (Instituto Nacional do Seguro Social) amounting to 48,770 thousands U.S. dollar and 48,690 thousands U.S. dollar at December 31, 2012 and 2013, respectively.
“Provisions for taxes” mainly relates to probable contingencies in Brazil in respect of social security payments, which could be subject to varying interpretations by the social security authorities concerned.
The amount recognized under “Provision for dismantling” corresponds to the necessary cost of covering the dismantling process of the installations held under operating leases for those entities contractually required to do so.
Given the nature of the risks covered by these provisions, it is not possible to determine a reliable schedule of potential payments, if any.
At December 31, 2013, lawsuits still before the courts were as follows:
At December 31, 2013, Atento Brasil was involved in approximately 8,610 labor-related disputes, filed by Atento’s employees or ex-employees for various reasons, such as dismissal or differences over employment conditions in general. The total amount of these claims was 110,089 thousand U.S. dollars, of which 71,883 thousand U.S. dollars are classified by the Company’s internal and external lawyers as probable, 34,606 thousand U.S. dollars are classified as possible, and 3,600 thousand U.S. dollars are classified as remote. In connection with the Acquisition and following IFRS 3 the provision was increased by 69,657 thousand U.S. dollars to reflect not only claims classified as probable based on Company’s internal and external lawyers assessment but also the fair value of possible and remote claims at the Acquisition date based on the probability of loss evaluated on the basis of the statistical history of similar claims (contingent liabilities). In 2013 an additional provision of 11,114 thousand U.S. dollars was made. The Company’s directors and legal advisors consider that these amounts are sufficient to cover the probable risk of an outflow of funds in respect of the disputes.
Moreover, Atento Brasil, S.A. has 17 civil lawsuits ongoing for various reasons (20 in 2012). The total amount of these claims is approximately 1,061 thousand U.S. dollars (7,002 thousand U.S. dollars at December 31, 2012). According to the Company’s external attorneys, materialization of the risk event is possible.
 
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In addition, at December 31, 2013 Atento Brasil, S.A. has 33 contentious proceedings ongoing with the tax authorities and social security authorities, for various reasons relating to infraction proceedings filed (28 in 2012). The total amount of these claims is approximately 47,532 thousand U.S. dollars (39,127 thousand U.S. dollars at December 31, 2012). According to the Company’s external attorneys, materialization of the risk event is possible.
Lastly, there are other contingencies which are classified as possible by the Company amounting to 8,535 thousand U.S. dollars.
At December 31, 2013 Teleatento del Perú, S.A.C. has a lawsuit underway with the Peruvian tax authorities in the amount of 9,473 thousand U.S. dollars (9,946 thousand U.S. dollars in 2012). According to the Company’s external attorneys, materialization of the risk event is possible.
At December 31, 2013 Atento Teleservicios España S.A.U. was party to labor-related disputes filed by Atento employees or former employees for different reasons, such as dismissals and disagreements regarding employment conditions, totaling 2,251 thousand U.S. dollars (2,272 thousand U.S. dollars in 2012). According to the Company’s external lawyers, materialization of the risk event is possible.
At December 31, 2013 Atento México S.A. de C.V. was party to labor-related disputes filed by Atento employees or former employees for different reasons, such as dismissals and disagreements regarding employment conditions, totaling 4,823 thousand U.S. dollars (4,264 thousand U.S. dollars in 2012). According to the Company’s external lawyers, materialization of the risk event is possible.
22) REVENUE AND EXPENSE
a) Revenue
The breakdown of revenue at the Atento Group for the one-month period ended December 31, 2012 and the year ended December 31, 2013 is as follows:

 	  	Thousands of U.S. dollars	 	
 	  	2012	 	  	2013	 	
Revenue	  				  				
Services rendered	  	 	190,875	  	  	 	2,341,115	  	
	  	 	 	 	  	 	 	 	
Total	  	 	190,875	  	  	 	2,341,115	  	
	  	 	 	 	  	 	 	 	
b) Other operating income
Details of other operating income recognized in the consolidated income statement for the one-month period ended December 31, 2012 and the year ended December 31, 2013 are as follows:

 	  	Thousands of U.S. dollars	 	
 	  	2012	 	  	2013	 	
Other operating income	  				  				
Other operating income	  	 	920	  	  	 	2,587	  	
Operating grants	  	 	809	  	  	 	1,698	  	
Income for indemnities and other non-recurring income	  	 	55	  	  	 	57	  	
Gains on disposal of non-current assets	  	 	30	  	  	 	25	  	
	  	 	 	 	  	 	 	 	
Total	  	 	1,814	  	  	 	4,367	  	

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c) Supplies
Details of amounts recognized under “Supplies” during the one-month period ended December 31, 2012 and the year ended December 31, 2013 are as follows:

 	  	Thousands of U.S. dollars	 	
 	  	    2012    	 	  	    2013    	 	
Other supplies	  				  				
Subcontracted services	  	 	2,257	  	  	 	13,094	  	
Infrastructure leases (Note 10)	  	 	351	  	  	 	2,279	  	
Purchase of materials	  	 	229	  	  	 	570	  	
Communications	  	 	955	  	  	 	65,520	  	
Other	  	 	4,575	  	  	 	33,877	  	
	  	 	 	 	  	 	 	 	
Total	  	 	8,367	  	  	 	115,340	  	
	  	 	 	 	  	 	 	 	
d) Employee benefit expense
Details of amounts recognized under “Employee benefit expense” during the one-month period ended December 31, 2012 and the year ended December 31, 2013 are as follows:

 	  	Thousands of U.S. dollars	 	
 	  	    2012    	 	  	    2013    	 	
Employee benefit expense	  				  				
Salaries and wages	  	 	86,423	  	  	 	1,297,424	  	
Social security	  	 	11,448	  	  	 	159,109	  	
Supplementary pension contributions	  	 	336	  	  	 	705	  	
Termination benefits	  	 	2,850	  	  	 	80,824	  	
Other welfare costs	  	 	25,650	  	  	 	105,435	  	
	  	 	 	 	  	 	 	 	
Total	  	 	126,707	  	  	 	1,643,497	  	
	  	 	 	 	  	 	 	 	
The average headcount in the Atento Group in 2012 and 2013 and the breakdown by countries are as follows:

 	  	Average headcount	 	
 	  	2012	 	  	2013	 	
Brazil	  	 	84,031	  	  	 	86,414	  	
Central America	  	 	3,758	  	  	 	4,051	  	
Chile	  	 	4,056	  	  	 	3,883	  	
Colombia	  	 	4,895	  	  	 	5,400	  	
Spain	  	 	14,585	  	  	 	13,904	  	
Morocco	  	 	2,032	  	  	 	1,544	  	
Mexico	  	 	18,861	  	  	 	18,823	  	
Peru	  	 	10,109	  	  	 	10,561	  	
Puerto Rico	  	 	797	  	  	 	763	  	
United States	  	 	377	  	  	 	405	  	
Czech Republic	  	 	791	  	  	 	933	  	
Argentina and Uruguay	  	 	9,346	  	  	 	9,151	  	
	  	 	 	 	  	 	 	 	
Total	  	 	153,638	  	  	 	155,832	  	

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e) Depreciation and amortization
The depreciation and amortization charges recognized in the consolidated income statements for the one-month period ended December 31, 2012 and the year ended December 31, 2013 are as follows:

 	  	Thousands of U.S. dollars	 	
 	  	    2012    	 	  	    2013    	 	
Intangible assets (Note 6)	  	 	2,428	  	  	 	70,680	  	
Property, plant and equipment (Note 9)	  	 	5,072	  	  	 	58,295	  	
	  	 	 	 	  	 	 	 	
Total	  	 	7,500	  	  	 	128,975	  	
	  	 	 	 	  	 	 	 	
f) Other operating expenses
The breakdown of “Other operating expenses” in the consolidated income statements for the the one-month period ended December 31, 2012 and the year ended December 31, 2013 are as follows:

 	  	Thousands of U.S. dollars	 	
 	  	    2012    	 	 	    2013    	 	
Other operating expenses	  				 				
External services provided by other companies	  	 	89,932	  	 	 	339,817	  	
Losses on disposal of fixed assets	  	 	(324	) 	 	 	1,160	  	
Taxes other than income tax	  	 	—	  	 	 	14,497	  	
Other ordinary management expenses	  	 	5,743	  	 	 	196	  	
	  	 	 	 	 	 	 	 	
Total	  	 	95,351	  	 	 	355,670	  	
	  	 	 	 	 	 	 	 	
Details of “External services provided by other companies” under “Other operating expenses” are as follows:

 	  	Thousands of U.S. dollars	 	
 	  	    2012    	 	  	    2013    	 	
External services provided by other companies	  				  				
Leases (Note 10)	  	 	11,231	  	  	 	118,335	  	
Installation and maintenance	  	 	4,791	  	  	 	44,688	  	
Lawyers and law firms	  	 	2,055	  	  	 	12,264	  	
Tax advisory services	  	 	263	  	  	 	329	  	
Consultants	  	 	11,780	  	  	 	36,255	  	
Audits and other related services	  	 	4,106	  	  	 	2,740	  	
Studies and work performed	  	 	106	  	  	 	1,497	  	
Other external professional services	  	 	43,878	  	  	 	45,044	  	
Publicity, advertising and public relations	  	 	299	  	  	 	7,753	  	
Insurance premiums	  	 	175	  	  	 	1,998	  	
Travel expenses	  	 	1,539	  	  	 	13,984	  	
Utilities	  	 	3,548	  	  	 	35,627	  	
Banking and similar services	  	 	352	  	  	 	625	  	
Other	  	 	5,809	  	  	 	18,678	  	
	  	 	 	 	  	 	 	 	
TOTAL	  	 	89,932	  	  	 	339,817	  	
	  	 	 	 	  	 	 	 	
The amounts recognized under “Consultants” and “Other external professional services” in the one-month period ended December 31, 2012 and the year ended December 31, 2013 primarily relate to expenses incurred on the acquisition of the Atento Group from Telefónica, S.A. and other integration related costs.
 
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g) Finance income and costs
The breakdown of “Finance income” and “Finance cost” in the consolidated income statement for the one-month period ended December 31, 2012, and the year ended December 31, 2013 is as follows:

 	  	Thousands of U.S. dollars	 	
 	  	    2012    	 	 	    2013    	 	
Finance income	  				 				
Interest received from third parties	  	 	2,595	  	 	 	10,832	  	
Gains in the fair value of financial instruments	  	 	—	  	 	 	6,934	  	
Gains on the disposal of financial assets	  	 	—	  	 	 	27	  	
	  	 	 	 	 	 	 	 	
Total finance income	  	 	2,595	  	 	 	17,793	  	
	  	 	 	 	 	 	 	 	
Finance cost	  				 				
Interest paid to Group companies (Note 26)	  	 	(1,934	) 	 	 	(25,652	) 	
Interest paid to third parties	  	 	(6,728	) 	 	 	(90,820	) 	
Discount to present value of provisions and other liabilities	  	 	(1	) 	 	 	(1,215	) 	
Losses on the disposal of financial assets	  	 	—	  	 	 	(161	) 	
Loss in the fair value of financial instruments	  	 	—	  	 	 	(17,226	) 	
	  	 	 	 	 	 	 	 	
Total finance cost	  	 	(8,663	) 	 	 	(135,074	) 	
	  	 	 	 	 	 	 	 	
The breakdown of “Foreign Exchange gains” and “Foreign Exchange losses” is shown in the table below:

Thousands of U.S. dollars	  	2012	 	
	  	Exchange gains	 	  	Exchange losses	 	 	Net	 	
Foreign Exchange gains/(losses)	  				  				 				
Loans and receivables	  	 	19	  	  	 	(940	) 	 				
Other financial transactions	  	 	2,926	  	  	 	(2,892	) 	 				
Current transactions	  	 	2,303	  	  	 	(1,392	) 	 				
	  	 	 	 	  	 	 	 	 	 	 	 	
Total	  	 	5,248	  	  	 	(5,224	) 	 	 	24	  	

													
Thousands of U.S. dollars	  	2013	 	
	  	Exchange gains	 	  	Exchange losses	 	 	Net	 	
Foreign Exchange gains/(losses)	  				  				 				
Loans and receivables	  	 	23,781	  	  	 	(10,842	) 	 				
Other financial transactions	  	 	1,329	  	  	 	(519	) 	 				
Current transactions	  	 	24,982	  	  	 	(22,117	) 	 				
	  	 	 	 	  	 	 	 	 	 	 	 	
Total	  	 	50,092	  	  	 	(33,478	) 	 	 	16,614	  	
	  	 	 	 	  	 	 	 	 	 	 	 	
23) FINANCIAL INFORMATION BY SEGMENTS
The CEO is the chief operating decision maker (“CODM”). Management has determined operational segments on the basis of the information reviewed by the CEO for the purposes of allocating resources and appraising performances. The results measurement used by the CEO to appraise the performance of the Atento Group’s segments is earnings before interest, taxes and depreciation and amortization (“EBITDA”) and Adjusted EBITDA (as defined below).
The CEO considers business from the geographic perspective in the following areas:
 
 	•	 	EMEA, which combines the activities carried out regionally in Spain, Morocco and the Czech Republic.	
 
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 	•	 	The Americas, which includes the activities carried out by the various Spanish-speaking companies in Mexico, Central and South America. It also includes transactions in the United States.	
 
 	•	 	Brazil, which is managed separately in view of its different language and importance.	
Inter-segment transactions are carried out at market prices.
The Atento Group uses EBITDA and Adjusted EBITDA to track the performance of its segments and to establish operating and strategic targets. Management believes that EBITDA and Adjusted EBITDA provides an important measure of the segment’s operating performance because it allows management to evaluate and compare the segments’ operating results, including their return on capital and operating efficiencies, from period to period by removing the impact of their capital structure (interest expenses), asset bases (depreciation and amortization), and tax consequences. Adjusted EBITDA is defined as EBITDA adjusted to exclude acquisition and integration costs, restructuring costs, sponsor management fees, asset impairments, site relocation costs, financing fees and other items which are not related to our core operating results.
EBITDA and Adjusted EBITDA are a commonly reported measure and is widely used among analysts, investors and other interested parties in the Atento Group’s industry, although not a measure explicitly defined in IFRS, and therefore, may not be comparable to similar indicators used by other companies. EBITDA and Adjusted EBITDA should not be considered as an alternative to profit for the year as a measurement of our consolidated earnings or as an alternative to consolidated cash flows from operating activities as a measurement of our liquidity.
The major data for these segments in the one-month period ended December 31, 2012 were as follows:

 	  	EMEA	 	 	Americas	 	 	Brazil	 	 	Other and
eliminations	 	 	Total
Group	 	
Sales to other companies	  	 	8,809	  	 	 	31,540	  	 	 	57,411	  	 	 	—  	  	 	 	97,760	  	
Sales to Telefónica Group customers	  	 	21,792	  	 	 	32,476	  	 	 	38,847	  	 	 	—  	  	 	 	93,115	  	
Intragroup sales	  	 	73	  	 	 	60	  	 	 	—  	  	 	 	(133	) 	 	 	—  	  	
Other operating income and expense	  	 	(26,235	) 	 	 	(49,584	) 	 	 	(80,541	) 	 	 	(69,459	) 	 	 	(225,819	) 	
EBITDA	  	 	4,439	  	 	 	14,492	  	 	 	15,717	  	 	 	(69,592	) 	 	 	(34,944	) 	
Depreciation and amortization	  	 	(1,287	) 	 	 	(2,750	) 	 	 	(3,375	) 	 	 	(88	) 	 	 	(7,500	) 	
Operating income	  	 	3,152	  	 	 	11,742	  	 	 	12,342	  	 	 	(69,680	) 	 	 	(42,444	) 	
Financial results	  	 	(818	) 	 	 	(2,660	) 	 	 	(2,564	) 	 	 	(2	) 	 	 	(6,044	) 	
Income tax	  	 	(645	) 	 	 	(241	) 	 	 	27,478	  	 	 	(34,724	) 	 	 	(8,132	) 	
Profit/(loss) for the period	  	 	1,689	  	 	 	8,841	  	 	 	37,256	  	 	 	(104,406	) 	 	 	(56,620	) 	
EBITDA	  	 	4,439	  	 	 	14,492	  	 	 	15,717	  	 	 	(69,592	) 	 	 	(34,944	) 	
Acquisition and integration costs	  	 	—  	  	 	 	—  	  	 	 	—  	  	 	 	62,395	  	 	 	62,395	  	
Restructuring costs	  	 	—  	  	 	 	4,661	  	 	 	—  	  	 	 	—  	  	 	 	4,661	  	
Site relocation costs	  	 	—  	  	 	 	—  	  	 	 	709	  	 	 	—  	  	 	 	709	  	
Other	  	 	(578	) 	 	 	—  	  	 	 	—  	  	 	 	(10	) 	 	 	(588	) 	
Adjusted EBITDA	  	 	3,861	  	 	 	19,153	  	 	 	16,426	  	 	 	(7,207	) 	 	 	32,233	  	
Capital expenditure	  	 	3,954	  	 	 	12,318	  	 	 	10,288	  	 	 	1,811	  	 	 	28,371	  	
Fixed assets	  	 	148,657	  	 	 	353,323	  	 	 	426,846	  	 	 	4,007	  	 	 	932,833	  	
Allocated assets	  	 	542,536	  	 	 	733,245	  	 	 	918,481	  	 	 	(233,300	) 	 	 	1,960,962	  	
Allocated liabilities	  	 	362,123	  	 	 	436,595	  	 	 	793,503	  	 	 	401,454	  	 	 	1,993,675	  	
 
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The major data for these segments in the year ended December 31, 2013 were as follows:

 	  	EMEA	 	 	Americas	 	 	Brazil	 	 	Other and
eliminations	 	 	Total Group	 	
Sales to other companies	  	 	119,515	  	 	 	401,979	  	 	 	683,110	  	 	 	—	  	 	 	1,204,604	  	
Sales to Telefónica Group customers	  	 	243,264	  	 	 	370,225	  	 	 	523,022	  	 	 	—	  	 	 	1,136,511	  	
Intragroup sales	  	 	278	  	 	 	499	  	 	 	—	  	 	 	(777	) 	 	 	—	  	
Other operating income and expense	  	 	(338,802	) 	 	 	(657,436	) 	 	 	(1,055,441	) 	 	 	(55,487	) 	 	 	(2,107,166	) 	
EBITDA	  	 	24,255	  	 	 	115,267	  	 	 	150,691	  	 	 	(56,264	) 	 	 	233,949	  	
Depreciation and amortization	  	 	(24,398	) 	 	 	(47,695	) 	 	 	(55,886	) 	 	 	(996	) 	 	 	(128,975	) 	
Operating income	  	 	(143	) 	 	 	67,572	  	 	 	94,805	  	 	 	(57,260	) 	 	 	104,974	  	
Financial results	  	 	(18,358	) 	 	 	(3,891	) 	 	 	(43,913	) 	 	 	(34,505	) 	 	 	(100,667	) 	
Income tax	  	 	7,770	  	 	 	(19,305	) 	 	 	(17,710	) 	 	 	20,899	  	 	 	(8,346	) 	
Profit/(loss) for the year	  	 	(10,731	) 	 	 	44,376	  	 	 	33,182	  	 	 	(70,866	) 	 	 	(4,039	) 	
						
EBITDA	  	 	24,255	  	 	 	115,267	  	 	 	150,691	  	 	 	(56,264	) 	 	 	233,949	  	
Acquisition and integration costs	  	 	585	  	 	 	618	  	 	 	5,992	  	 	 	22,068	  	 	 	29,263	  	
Restructuring costs	  	 	1,890	  	 	 	2,506	  	 	 	—	  	 	 	8,453	  	 	 	12,849	  	
Sponsor management fees	  	 	—	  	 	 	—	  	 	 	—	  	 	 	9,130	  	 	 	9,130	  	
Site relocation costs	  	 	—	  	 	 	—	  	 	 	1,845	  	 	 	—	  	 	 	1,845	  	
Financing fees	  	 	—	  	 	 	—	  	 	 	561	  	 	 	5,543	  	 	 	6,104	  	
Other	  	 	—	  	 	 	—	  	 	 	2,005	  	 	 	—	  	 	 	2,005	  	
Adjusted EBITDA	  	 	26,730	  	 	 	118,391	  	 	 	161,094	  	 	 	(11,070	) 	 	 	295,145	  	
						
Capital expenditure	  	 	7,180	  	 	 	31,812	  	 	 	63,241	  	 	 	796	  	 	 	103,029	  	
Fixed assets	  	 	136,916	  	 	 	303,329	  	 	 	377,933	  	 	 	3,941	  	 	 	822,119	  	
Allocated assets	  	 	535,645	  	 	 	694,391	  	 	 	853,018	  	 	 	(240,874)	  	 	 	1,842,180	  	
Allocated liabilities	  	 	361,576	  	 	 	398,067	  	 	 	661,039	  	 	 	555,464	  	 	 	1,976,146	  	
“Other and eliminations” includes activities of the following intermediate holdings in Spain: Atento Spain Holdco, S.L.U., Atento Spain Holdco 6, S.L.U. and Global Rossolimo, S.L.U., as well as inter-group transactions between segments.
The breakdown of sales to non-Group customers by the main countries where the Atento Group operates is as follows:

 	  	Thousands of U.S. dollars	 	
Country	  	2012	 	  	2013	 	
Spain	  	 	27,515	  	  	 	327,351	  	
Morocco	  	 	2,099	  	  	 	20,863	  	
Czech Republic	  	 	999	  	  	 	14,565	  	
	  	 	 	 	  	 	 	 	
EMEA	  	 	30,613	  	  	 	362,779	  	
	  	 	 	 	  	 	 	 	
Argentina	  	 	19,211	  	  	 	198,710	  	
Chile	  	 	4,897	  	  	 	68,454	  	
Colombia	  	 	5,015	  	  	 	65,738	  	
El Salvador	  	 	1,266	  	  	 	12,753	  	
United States	  	 	1,416	  	  	 	20,142	  	
Guatemala	  	 	1,073	  	  	 	14,405	  	
Mexico	  	 	20,749	  	  	 	265,198	  	
Peru	  	 	8,301	  	  	 	102,168	  	
Puerto Rico	  	 	1,350	  	  	 	14,898	  	
Uruguay	  	 	716	  	  	 	9,565	  	
Panama	  	 	10	  	  	 	173	  	
	  	 	 	 	  	 	 	 	
Americas	  	 	64,004	  	  	 	772,204	  	
	  	 	 	 	  	 	 	 	
Brazil	  	 	96,258	  	  	 	1,206,132	  	
Total sales to non-Group customers	  	 	190,875	  	  	 	2,341,115	  	

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As stated in Note 5, the Atento Group signed a framework contract with Telefónica that expires in December 31, 2021. In 2013, approximately 48.5% of service revenues were generated from business with Telefónica Group companies (48.8% in 2012).
As stated in Note 9, property, plant and equipment located outside Spain total 208,226 thousand U.S. dollars (197,131 thousand U.S. dollars at December 31, 2012) and are primarily on site in Mexico and Brazil, totaling 24,934 thousand U.S. dollars and 137,161 thousand U.S. dollars respectively at December 31, 2013 (23,633 thousand U.S. dollars and 130,069 thousand U.S. dollars respectively at December 31, 2012).
24) RESULTS PER SHARE
Basic results per share are calculated by dividing the profits attributable to equity holders of the Company by the weighted average number of ordinary shares outstanding during the periods.

 	  	2012	 	 	2013	 	
Result attributable to equity holders of the Company	  				 				
Net loss for the period/year (thousands of U.S. dollars)	  	 	(56,620	) 	 	 	(4,039	) 	
Weighted average number of ordinary shares	  	 	2,000,000	  	 	 	2,000,000	  	
	  	 	 	 	 	 	 	 	
Results per share (U.S. dollar)	  	 	(28.31	) 	 	 	(2.02	) 	
	  	 	 	 	 	 	 	 	
Diluted results per share are calculated by adjusting the weighted average number of ordinary shares outstanding to reflect the hypothetical conversion of all potentially dilutive ordinary shares. The Company has no potentially dilutive ordinary shares, and thus there is no difference between basic results per share and diluted results per share.
25) COMMITMENTS
a) Guarantees and commitments
At December 31, 2012 and 2013 the Atento Group had issued various guarantees and commitments to third parties amounting to 150,835 thousand U.S. dollars and 233,413 thousand U.S. dollars respectively.
The transactions guaranteed and their respective amounts at December 31, 2012 and 2013 are as follows:

 	  	Thousands of U.S. dollars	 	
 	  	12/31/2012	 	  	12/31/2013	 	
Guarantees	  				  				
Financial, labor-related, tax and rental transactions	  	 	94,824	  	  	 	97,431	  	
Contractual obligations	  	 	55,968	  	  	 	135,830	  	
Other	  	 	43	  	  	 	152	  	
	  	 	 	 	  	 	 	 	
Total	  	 	150,835	  	  	 	233,413	  	
	  	 	 	 	  	 	 	 	
The Company’s directors consider that no liabilities will arise from these guarantees in addition to those already recognized.
The breakdown shown in the table above relates to guarantees extended by Atento Group companies, classified by their purpose. Of these guarantees, the majority relate to commercial purposes and rental activities, the bulk of the remaining guarantees relates to tax and labor-related procedures.
b) Other financial commitments
As described in Note 17, on November 22, 2012 BC Brazilco Participações, S.A. (now merged with Atento Brasil, S.A.) issued debentures in Brazil, subscribed by institutional investors and assumed by Bain. This long-term financial commitment matures in 2019.
 
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In addition, on December 26, 2012 a trust agreement was signed between Atento Brasil, S.A. BC Brazilco Participações, S.A. and Banco BTG Pactual, S/A (as the depository bank) in order to guarantee this debenture issue.
As a result of the bonds issue by Atento Luxco 1, S.A. (formerly BC Luxco 1, S.A.) and the arrangement of the Super Senior Revolving Credit Facilities Agreement described in Note 17, in April and May 2013 the following financial documents adherence and guarantee agreements were signed, inter alia:
1. Adherence to financial documents by Atento Atención y Servicios S.A. de C.V., Atento Impulsa, S.A.U., Atento Servicios Técnicos y Consultoría, S.A.U., Atento Servicios Auxiliares de Contact Center S.A.U., Atento Colombia S.A., Teleatento del Perú S.A.C., and Atento Holding Chile, S.A. as Post Closing Guarantors.
2. Pledge of shares in Atento Group companies guaranteeing the financial loans, including Atento Mexicana, S.A. de C.V., Atento Servicios, S.A. de C.V. and Atento Teleservicios España, S.A.U. as “Initial Guarantors”, as well as Atento Atención y Servicios S.A. de C.V., Atento Impulsa, S.L.U., Atento Servicios Técnicos y Consultoría, S.L.U., Atento Servicios Auxiliares de Contact Center, S.L.U., Atento Colombia S.A., Teleatento del Peru S.A.C. and Atento Holding Chile, S.A. as “Post-Closing Guarantors”.
3. Pledge on the current accounts of Atento Teleservicios España, S.A.U., Atento Servicios Técnicos y Consultoría, S.A.U., Atento Impulsa, S.A.U., and Atento Servicios Auxiliares de Contact Center, S.A.U. Current accounts of these subsidiaries amount to 24,409 thousand U.S. dollars at December 31, 2013.
Lastly, on April 29, 2013 Atento Mexico Holdco S.R.L. de C.V. and Atento Mexicana S.A. de C.V. entered into a trust agreement with CITIBANK N.A. London as bond underwriter for the loan contract, and as bond coverage guarantor.
c) Operating leases
The breakdown of total minimum future lease payments under non-cancellable operating leases is as follows:

 	  	Thousands of U.S. dollars	 	
 	  	    2012    	 	  	    2013    	 	
Up to 1 year	  	 	99,149	  	  	 	90,930	  	
Between 1 and 5 years	  	 	166,288	  	  	 	170,692	  	
More than 5 years	  	 	41,060	  	  	 	33,116	  	
	  	 	 	 	  	 	 	 	
Total	  	 	306,497	  	  	 	294,738	  	
	  	 	 	 	  	 	 	 	
Total operating lease expenses recognized in the consolidated income statement for the year ended December 31, 2013 amount to 2,279 thousand U.S. dollars (351 thousand U.S. dollars in 2012) under “Infrastructure leases” (see Note 22 c) and 118,335 thousand U.S. dollars (11,231 thousand U.S. dollars in 2012) under “External services provided by other companies” (see Note 22 f).
No contingent payments on operating leases were recognized in the consolidated income statements for the one-month period ended December 31, 2012 and the year ended December 31, 2013.
The operating leases where Atento Group acts as lessee are mainly on premises used as call centers. These leases have various termination dates, with the latest in 2023.
At December 31, 2013 the payment commitment for the early cancellation of these leases amounts to 147,914 thousand U.S. dollars (185,394 thousand U.S. dollars in 2012).
 
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26) RELATED PARTIES
Directors
The directors of the Company at the date on which the financial statements were prepared are Melissa Bethell, Aibhe Jennings, Aurelien Vasseur and Jay Corrigan.
The directors currently serving on the Board of the Company received no remuneration whatsoever for their functions as directors in 2013.
Key management personnel
Key management personnel include those persons empowered and responsible for planning, directing and controlling the Atento Group’s activities, either directly or indirectly.
Key management personnel with executive duties in the Atento Group in 2012 and 2013 are as follows:
2012

Name	  	Post	
Alejandro Reynal Ample	  	Chief Executive Officer	
Mª Reyes Cerezo Rodriguez Sedano	  	Chief Legal and Compliance Officer	
José Ignacio Cebollero Bueno	  	Director of Human Resources	
Miguel Matey Marañón	  	Regional Director—North America	
Juan Enrique Gamé	  	Regional Director—South America	
Nelson Armbrust	  	Regional Director—Brazil	
Diego López San Román	  	Director of Sales and Business Development	
Mariano Castaños Zemborain	  	Regional Director—EMEA	
2013

Name	  	Post	
Alejandro Reynal Ample	  	Chief Executive Officer	
Mª Reyes Cerezo Rodriguez Sedano	  	Chief Legal and Compliance Officer	
Diego Lopez San Román*	  	Director of Business Development	
Juan Enrique Gamé	  	Regional Director—South America	
Mariano Castaños Zemborain	  	Regional Director—EMEA	
Nelson Armbrust	  	Regional Director—Brazil	
Miguel Matey Marañón	  	Regional Director—North America and Mexico	
Mauricio Montilha Teles	  	Chief Financial Officer	
José Ignacio Cebollero Bueno	  	Director of Human Resources	
John Robson	  	Director of Global Technology	

(*)	Until December 15, 2013.	
The following table shows the total remuneration paid to the Atento Group’s key management personnel in 2012 and 2013:

 	  	Thousands of U.S. dollars	 	
	  	    2012(*)    	 	  	    2013    	 	
Total remuneration paid to key management personnel	  	 	374	  	  	 	8,303	  	

(*)	As described in Note 1, 2012 is not a complete year	
 
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The breakdown of the remuneration shown above is as follows:

 	  	Thousands of U.S. dollars	 	
	  	12/31/2013	 	
Salaries and variable remuneration	  	 	7,896	  	
Salaries	  	 	3,401	  	
Variable remuneration	  	 	1,365	  	
Other remuneration related to Management Incentive Program	  	 	3,130	  	
Payment in kind	  	 	407	  	
Medical insurance	  	 	70	  	
Life insurance premiums	  	 	17	  	
Other	  	 	320	  	
	  	 	 	 	
Total	  	 	8,303	  	
	  	 	 	 	
In July 2013, the Shareholders of Atento Group implemented a Management Incentive Plan (the “MIP”) pursuant to which certain of the Group’s senior management are granted the opportunity to invest in the Group. The eligibility of managers to participate is determined by the remuneration committee of the company.
Managers who participate in the MIP are required to subscribe for various classes of shares in a Luxembourg special purpose vehicle that is indirectly invested in Atalaya Luxco Topco S.C.A (“Topco”), the ultimate parent company of the Group. The shares held by each MIP participant fall into two categories: ‘co-investment shares’ and ‘performance shares’.
The co-investment shares effectively allow managers to participate in dividends and other distributions on a pro rata and pari passu basis with Topco’s other shareholders. The performance shares only participate in dividends and other distributions if Topco’s majority shareholder achieves certain specified returns on its investment in Topco, with the performance shares being entitled to receive a progressively larger share of all dividends and other distributions (up to a pre-determined maximum percentage) as the total proceeds received by Topco’s majority shareholder reach certain pre-agreed hurdles.
MIP participants are only entitled to hold shares for so long as they are employed by a member of the Group. In the event that a MIP participant’s employment is terminated, his/her shares can be bought back at a pre-specified price that is linked to the circumstances surrounding the termination of the relevant manager’s employment and the length of time that such manager has held his/her shares.
In connection with the MIP, the participants were granted with an amount in cash exclusively with the objective of acquiring the shares described above which has been accounted for as a compensation expense in 2013. The Board of Directors does not expect in the future any significant impact in the financial statements as a consequence of this Program.
In addition to the amounts disclosed above, in 2013 a total of 1,430 thousand U.S. dollars was paid to key management personnel as severance payment.
On July 18, 2013, Atento Spain Holdco 2, S.A.U., an indirect subsidiary, entered into a revolving facility agreement with Atalaya Management Luxco Investment pursuant to which Atento Spain Holdco 2, S.A.U. provided a Euro revolving loan facility in an aggregate amount equal to €3.0 million (4.1 million U.S. dollars) to Atalaya Management Luxco Investment for the purpose of acquiring an immaterial ownership interest in a related party. As of December 31, 2013, the management loan had an outstanding balance of 2,423 thousand U.S. dollars which is included in other non-current receivables (See Note 12) on the statement of financial position. The loan accrues interest at a rate of 6% per annum, matures on July 18, 2023 and was capitalized in full in April 2014.
 
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Balances and transactions with the Sole Shareholder and other related parties
The table below sets out balances and transactions with ATALAYA Luxco TOPCO, S.C.A, in 2012 and 2013 (in thousand U.S. dollars):

 	  	12/31/2012	 	  	12/31/2013	 	
Non-current payables to Group companies	  	 	471,624	  	  	 	519,607	  	
Atalaya Luxco Topco, S.C.A.	  	 	471,624	  	  	 	519,607	  	
			
Current payables to Group companies	  	 	38	  	  	 	—	  	
Atalaya Luxco Topco, S.C.A.	  	 	38	  	  	 	—	  	
Atalaya Luxco Topco, S.C.A payables are composed of the following: (i) three series of Preferred Equity Certificates (PECs, ALPECs and PPPECs) issued by the Atalaya Luxco Topco Company and subscribed by the Company, totaling 517.4 million U.S. dollars at December 31, 2013 (469.7 million U.S. dollars in 2012); (ii) interest accruing pending payment in the amount of 2.2 million U.S. dollars at December 31, 2013 (1.9 million U.S. dollars in 2012).
The outlay for interest on these debts in 2013 was 25.7 million U.S. dollars (1.9 million U.S. dollars in 2012).
Preferred Equity Certificates
On December 3, 2012 the Company authorized issuance of the following Preferred Equity Certificates (PECs):
 
 	•	 	Series 1: 50,000,000,000 PECs with a par value of 0.01 euro each. These PECs mature after 30 years, but may be withdrawn prior to this date in certain scenarios, and accrue interest of 8.0309%. At December 31, 2012 and 2013 the Company had issued 23,580,000,000 Series 1 PECs for an aggregate amount of 311,114 and 325,192 thousand U.S. dollars, respectively. The interest capitalized in 2013 totaled 26,100 thousand U.S. dollars (equivalent to 26,479 thousand U.S. dollars at December 31, 2013). The interest accruing at December 31, 2013 totaled 2,197 thousand U.S. dollars.	
 
 	•	 	Series 2: 200,000 PECs with a par value of 0.01 euro each. These PECs mature after 30 years, but may be withdrawn prior to this in certain scenarios.	
The yield equals to the profit recognized for Luxembourg generally accepted accounting practice in connection with the “Specified Assets” (meaning the investment of the Company in the Luxco 1 Series 2 PECs, as defined in the terms and conditions of the Series 2 PECs) and not previously taken into account, less any loss recognized for Luxembourg generally accepted accounting practice in connection with the Specified Assets for a previous “Accrual Period” (as defined in the terms and conditions of the Series 2 PECs), less a proportional amount of any direct expense (including overhead expenses) borne by the Company during the Accrual Period in relation to the Specified Assets and less the losses of the Company in relation to the Specified Assets during the Accrual Period, including any such losses carried forward from previous Accrual Periods, such amount then divided by the number of Series 2 PECs in issue at any time in that period.
At December 31, 2012 and 2013 the Company had issued 200,000 Series 2 PECs for an aggregate amount of 3 thousand U.S. dollar.
 
 	•	 	Series 3: 25,000,000,000 PECs with a par value of 0.01 euro each. These PECs mature after 60 years, but may be withdrawn prior to this in certain scenarios. The yield equals to the “Specified Income” (meaning the sum of all income and capital gains derived by the Company from the Eligible Assets less losses of the Company carried forward less all other expenses of the Company connected to the investment in the Eligible Assets, as defined in the terms and conditions of the Series 3 PECs) for each accounting period comprised in such “Accrual Period” (as defined in the terms and conditions of the Series 3 PECs) divided by 365 (or if a leap year, 366) and, respectively in the case of each such number	
 
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 	so ascertained, multiplied by the number of days of each such accounting period that comprised that Accrual Period, then divided by the number of Series 3 PECs in issue. At December 31, 2013 the Company had issued 12,017,800,000 Series 3 PECs for an aggregate amount of 165,737 thousand U.S. dollars.	
The PECs are classified as subordinated debt with respect to the Company’s other present and future obligations.
The table below provides a summary of PECs and their movements in 2013:

 	  	 	 	  	Thousands of U.S. dollars	 	
PEC	  	Maturity	 	  	12/31/2012	 	  	Interest
capitalized	 	  	Translation
differences	 	  	12/31/2013	 	
Series 1 PECs	  	 	2042	  	  	 	311,114	  	  	 	26,100	  	  	 	14,456	  	  	 	351,670	  	
Series 2 PECs	  	 	2042	  	  	 	3	  	  	 	—	  	  	 	—	  	  	 	3	  	
Series 3 PECs	  	 	2072	  	  	 	158,563	  	  	 	—	  	  	 	7,174	  	  	 	165,737	  	
	  				  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total	  				  	 	469,680	  	  	 	26,100	  	  	 	21,630	  	  	 	517,410	  	
	  				  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Given the specific features and conditions of these instruments and their recent date of issuance, the PECs’s book value approximates to their fair value, which fair value hierarchy is level 3.
Transactions with Bain Capital
A number of Group companies receive consultancy services and other services from companies related to Bain Capital Partners LLC. The services are provided under market conditions. Transactions with Bain Capital Partners in 2013 amounted to 12,060 thousand U.S. dollars and principally relate to transaction fees in connection with the bond issuance and services provided under the consulting services agreement entered to with the Company (20,255 thousand U.S. dollars in 2012 principally related to transactions fees in connection with the Acquisition.)
27) OTHER INFORMATION
a) Auditors’ fees
The fees paid to the various member firms of the Ernst & Young international organization, of which Ernst & Young, S.L., auditors of the Atento Group in 2012 and 2013, amounted to a 1,320 thousand U.S. dollars and 1,836 thousand U.S. dollars respectively.
Details of these amounts are as follows:

 	  	Thousands of U.S. dollars	 	
 	  	    2012    	 	  	    2013    	 	
Audit fees	  				  				
Audit services	  	 	1,320	  	  	 	1,836	  	
	  	 	 	 	  	 	 	 	
Total	  	 	1,320	  	  	 	1,836	  	
	  	 	 	 	  	 	 	 	
These fees include amounts paid in respect of fully consolidated Atento Group companies.
b) Restricted net assets
Certain of our consolidated subsidiaries are restricted from remitting certain funds to us including paying certain dividends, purchasing or redeeming capital stock, making certain payments on subordinated debt from our current indenture agreements and as a result of a variety of regulations, contractual or statutory requirements.
 
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Our ability to distribute funds is limited by the indenture governing, our Senior Secure Notes, the Brazilian Debentures, the VLN and our CVIs and may be further restricted by the terms of any of our future debt or preferred equity. Restricted payments are generally limited by compliance with leverage ratios, fixed charge coverage ratios and permitted payment baskets. The Company may in the future require additional cash resources from the subsidiaries due to changes in business conditions or merely to declare and pay dividends to make distributions to shareholders.
The separate condensed financial statements of the Company are presented below:
ATALAYA LUXCO MIDCO, S.A.R.L
CONDENSED STATEMENTS OF FINANCIAL POSITION
(In thousands of U.S. Dollars)

 	  	December 31,
2012	 	 	December 31,
2013	 	
ASSETS	  				 				
Investments in affiliates	  	 	2,562	  	 	 	2,562	  	
Loans to affiliates	  	 	616,643	  	 	 	666,062	  	
Other assets	  	 	—	  	 	 	4	  	
Cash and cash equivalents	  	 	278	  	 	 	227	  	
	  	 	 	 	 	 	 	 	
TOTAL ASSETS	  	 	619,483	  	 	 	668,855	  	
	  	 	 	 	 	 	 	 	
LIABILITIES AND EQUITY	  				 				
Borrowings	  	 	616,758	  	 	 	519,607	  	
Other debt	  	 	—	  	 	 	151,701	  	
Accounts payable and other liabilities	  	 	451	  	 	 	523	  	
	  	 	 	 	 	 	 	 	
TOTAL LIABILITIES	  	 	617,209	  	 	 	671,831	  	
	  	 	 	 	 	 	 	 	
Share capital	  	 	2,592	  	 	 	2,592	  	
Retained earnings	  	 	(317	) 	 	 	(5,359	) 	
Translation differences	  	 	4	  	 	 	(204	) 	
Other reserves	  	 	(5	) 	 	 	(5	) 	
	  	 	 	 	 	 	 	 	
TOTAL SHAREHOLDERS EQUITY	  	 	2,274	  	 	 	(2,976	) 	
	  	 	 	 	 	 	 	 	
TOTAL LIABILITIES AND EQUITY	  	 	619,483	  	 	 	668,855	  	
	  	 	 	 	 	 	 	 	
ATALAYA LUXCO MIDCO, S.A.R.L
CONDENSED INCOME STATEMENTS
(In thousands of U.S. Dollars)

 	  	December 1 to
December 31, 2012	 	 	Fort the year
ended
December 31,
2013	 	
Revenue	  	 	—	  	 	 	—	  	
Other operating expenses	  	 	(47	) 	 	 	(104	) 	
Finance income	  	 	2,063	  	 	 	28,021	  	
Finance expense	  	 	(2,330	) 	 	 	(32,954	) 	
Net finance expense	  	 	(267	) 	 	 	(4,933	) 	
	  	 	 	 	 	 	 	 	
(LOSS) BEFORE TAX	  	 	(314	) 	 	 	(5,037	) 	
	  	 	 	 	 	 	 	 	
Income tax expense	  	 	(3	) 	 	 	(5	) 	
	  	 	 	 	 	 	 	 	
LOSS FOR THE PERIOD	  	 	(317	) 	 	 	(5,042	) 	

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ATALAYA LUXCO MIDCO, S.A.R.L
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
(Thousands of US Dollars)

 	  	December 1 to
December 31, 2012	 	 	For the year
ended
December 31,
2013	 	
Loss for the period/year	  	 	(317	) 	 	 	(5,042	) 	
	  	 	 	 	 	 	 	 	
Other comprehensive income/(loss)	  				 				
Translation differences	  	 	4	  	 	 	(214	) 	
Other	  	 	(5	) 	 	 	—	  	
	  	 	 	 	 	 	 	 	
Other comprehensive income/(loss), net of taxes	  	 	(1	) 	 	 	(214	) 	
	  	 	 	 	 	 	 	 	
Total consolidated comprehensive loss	  	 	(318	) 	 	 	(5,256	) 	
	  	 	 	 	 	 	 	 	
ATALAYA LUXCO MIDCO, S.A.R.L
CONDENSED STATEMENTS OF CASH FLOWS
(In thousands of U.S. Dollars)

 	  	December 1 to
December 31, 2012	 	 	For the year
ended
December 31,
2013	 	
Loss before tax	  	 	(314	) 	 	 	(5,037	) 	
Adjustments to loss:	  				 				
Net finance expense	  	 	267	  	 	 	4,933	  	
Change in accounts receivable	  	 	—	  	 	 	(4	) 	
Change in accounts payable	  	 	451	  	 	 	72	  	
Interest paid	  	 	(2,330	) 	 	 	(32,954	) 	
Interest received	  	 	2,063	  	 	 	28,021	  	
Net cash flows from/(used in) operating activities	  	 	137	  	 	 	(4,970	) 	
Investment in affiliates	  	 	(2,562	) 	 	 	—	  	
Loans to affiliates	  	 	(616,643	) 	 	 	(49,419	) 	
Net cash flows from/(used in) investing activities	  	 	(619,205	) 	 	 	(49,419	) 	
Proceeds from issue of equity instruments	  	 	2,592	  	 	 	—	  	
Proceeds/(payments) from borrowings	  	 	616,758	  	 	 	(97,151	) 	
Proceeds from other debt	  	 	—	  	 	 	151,701	  	
Net cash flows from/(used in) financing activities	  	 	619,350	  	 	 	54,550	  	
Exchange differences	  	 	(4	) 	 	 	(212	) 	
Net increase in cash and cash equivalents	  	 	278	  	 	 	(51	) 	
	  	 	 	 	 	 	 	 	
Cash and cash equivalents at beginning of period	  	 	—	  	 	 	278	  	
	  	 	 	 	 	 	 	 	
Cash and cash equivalents at end of period	  	 	278	  	 	 	227	  	
	  	 	 	 	 	 	 	 	
Certain information and footnote disclosures normally included in financial statements prepared in accordance with International Financial Reporting Standards have been condensed or omitted. The footnote disclosures contain supplemental information only and, as such, these statements should be read in conjunction with the notes to the accompanying consolidated financial statements.
Basis of preparation
The presentation of the Company’s stand alone condensed financial statement has been prepared using the same accounting policies as set out in the accompanying consolidated financial statements except that, the
 
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Company records its investment in subsidiaries under the cost method of accounting. Such investments are presented on the statements of financial position as ‘‘Investment in affiliates’’ at cost less any identified impairment loss.
As of December 31, 2012 and 2013, there were no material contingencies, significant provisions of long-term obligations, mandatory dividend or redemption requirements of redeemable stocks or guarantees of the Company, except for those which have been separately disclosed in the Consolidated Financial Statements, if any.
Reconciliation (in thousands of U.S. dollar)

IFRS Profit/(loss) reconciliation 	  	December 1 to
December 31,
2012	 	 	For the year
ended
December 31,
2013	 	
Company IFRS profit/(loss) for the period	  	 	(317	) 	 	 	(5,042	) 	
Additional profit/(loss) if subsidiaries had been accounted for using the equity method	  	 	(56,303	) 	 	 	1,003	  	
	  	 	 	 	 	 	 	 	
Consolidated IFRS profit/(loss) for the period	  	 	(56,620	) 	 	 	(4,039	) 	

									
IFRS Equity reconciliation 	  	December 1 to
December 31,
2012	 	 	For the year
ended
December 31,
2013	 	
Parent shareholders’ equity	  	 	2,274	  	 	 	(2,976	) 	
Additional equity if subsidiaries had been accounted for using the equity method	  	 	(34,987	) 	 	 	(130,990	) 	
	  	 	 	 	 	 	 	 	
Consolidated IFRS shareholders’ equity	  	 	(32,713	) 	 	 	(133,966	) 	
	  	 	 	 	 	 	 	 	
28) EVENTS AFTER THE REPORTING PERIOD
The Atento Group has evaluated subsequent events through April 29, 2014, the date these consolidated financial statements were available to be issued and have not identified subsequent events that affect the Atento Group’s consolidated financial statements at December 31, 2013.
At February 3, 2014, Banco Nacional de Desenvolvimento Econômico e Social (BNDES) granted a credit facility to the subsidiary Atento Brasil S.A for BRL 300 million (equivalent to 124 million U.S. dollars). Once the debtor met certain requirements in the signed contract the loan automatically became available for the debtor. On March 27, 2014 and April 16, 2014, BNDES disbursed BRL 56.6 million (24.8 million U.S. dollars) and BRL 23.7 million (10.6 million U.S. dollars) portions respectively of the total facility, accounting for 26.8% of total credit line.
 
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 Report of Independent Registered Public Accounting Firm
The Board of Directors and Sole Shareholder of Atalaya Luxco Midco S.à.r.l.
We have audited the accompanying combined carve-out statements of financial position of Atalaya Luxco Midco Predecessor (the “Predecessor”), as defined in Notes 1 and 2 of the accompanying combined carve-out financial statements, as of December 31, 2011 and November 30, 2012, and the related combined carve-out statements of income, comprehensive income, invested equity, and cash flows for the year ended December 31, 2011 and the eleven-month period ended November 30, 2012. These combined carve-out financial statements are the responsibility of Atalaya Luxco Midco S.à.r.l.’s management. Our responsibility is to express an opinion on these combined carve-out financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined carve-out financial statements are free of material misstatement. We were not engaged to perform an audit of the Predecessor’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Predecessor’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the combined carve-out financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the combined carve-out financial statements referred to above present fairly, in all material respects, the combined carve-out financial position of the Predecessor at December 31, 2011 and November 30, 2012, and the combined carve-out results of their operations and their cash flows for the year ended December 31, 2011 and the eleven-month period ended November 30, 2012, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
We draw attention to the fact that, as described in Note 2 (Basis of preparation), the Predecessor has not operated as a separate legal entity. These combined carve-out financial statements are, therefore, not necessarily indicative of results that would have occurred if the Predecessor had been a separate standalone entity during the years presented or of the future results of the Predecessor.
Ernst & Young, S.L.
/s/ Carlos Hidalgo Andres
Carlos Hidalgo Andrés
Madrid, Spain
April 30, 2014
 
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 ATALAYA LUXCO MIDCO PREDECESSOR
COMBINED CARVE-OUT STATEMENTS OF FINANCIAL POSITION
(In thousands of U.S. dollars)

 	  	 	 	As of
January 1,
2011	 	  	As of
December 31,
2011	 	  	As of
November 30,
2012	 	
 	  	Notes	 			  			  			
ASSETS	  		 				  				  				
NON-CURRENT ASSETS	  		 	 	590,216	  	  	 	613,575	  	  	 	587,416	  	
	  		 	 	 	 	  	 	 	 	  	 	 	 	
Intangible assets	  	(Note 6)	 	 	107,533	  	  	 	101,718	  	  	 	82,932	  	
Goodwill	  	(Note 7)	 	 	171,917	  	  	 	189,071	  	  	 	179,322	  	
Property, plant and equipment	  	(Note 8)	 	 	187,137	  	  	 	208,396	  	  	 	209,971	  	
Non-current financial assets	  	(Note 9)	 	 	54,691	  	  	 	51,752	  	  	 	56,367	  	
Deferred tax assets	  	(Note 18)	 	 	68,938	  	  	 	62,638	  	  	 	58,824	  	
CURRENT ASSETS	  		 	 	562,312	  	  	 	611,026	  	  	 	676,355	  	
	  		 	 	 	 	  	 	 	 	  	 	 	 	
Trade and other receivables	  	(Note 10)	 	 	416,812	  	  	 	484,934	  	  	 	546,310	  	
Current income tax receivables	  	(Note 18)	 	 	2,581	  	  	 	7,997	  	  	 	34,557	  	
Current tax receivables	  	(Note 18)	 	 	13,319	  	  	 	11,587	  	  	 	9,630	  	
Current financial assets	  	(Note 9)	 	 	56,520	  	  	 	24,575	  	  	 	36,240	  	
Other assets	  		 	 	3	  	  	 	28	  	  	 	—	  	
Cash and cash equivalents	  	(Note 11)	 	 	73,076	  	  	 	81,905	  	  	 	49,618	  	
TOTAL ASSETS	  		 	 	1,152,527	  	  	 	1,224,601	  	  	 	1,263,771	  	
	  		 	 	 	 	  	 	 	 	  	 	 	 	
EQUITY AND LIABILITIES	  		 				  				  				
INVESTED EQUITY	  		 	 	658,132	  	  	 	631,225	  	  	 	670,067	  	
	  		 	 	 	 	  	 	 	 	  	 	 	 	
Total net parent investment	  	(Note 2)	 	 	644,460	  	  	 	616,667	  	  	 	670,067	  	
Non-controlling interests	  	(Note 16)	 	 	13,672	  	  	 	14,558	  	  	 	—	  	
NON-CURRENT LIABILITIES	  		 	 	55,439	  	  	 	160,233	  	  	 	139,023	  	
	  		 	 	 	 	  	 	 	 	  	 	 	 	
Deferred tax liabilities	  	(Note 18)	 	 	42,528	  	  	 	45,397	  	  	 	39,965	  	
Interest-bearing debt	  	(Note 5,12,13)	 	 	471	  	  	 	102,220	  	  	 	75,426	  	
Non-current provisions	  	(Note 17)	 	 	9,982	  	  	 	12,518	  	  	 	23,555	  	
Other non-trade payables	  	(Note 14)	 	 	2,458	  	  	 	98	  	  	 	77	  	
CURRENT LIABILITIES	  		 	 	438,956	  	  	 	433,143	  	  	 	454,681	  	
	  		 	 	 	 	  	 	 	 	  	 	 	 	
Interest-bearing debt	  	(Note 5,12,13)	 	 	33,932	  	  	 	24,740	  	  	 	13,017	  	
Trade payables	  	(Note 15)	 	 	65,678	  	  	 	103,174	  	  	 	103,826	  	
Income tax payables	  	(Note 18)	 	 	8,563	  	  	 	11,234	  	  	 	47,396	  	
Current tax payables	  	(Note 18)	 	 	97,195	  	  	 	87,998	  	  	 	76,362	  	
Current provisions	  	(Note 17)	 	 	12,922	  	  	 	24,077	  	  	 	29,442	  	
Other non-trade payables	  	(Note 14)	 	 	220,666	  	  	 	181,920	  	  	 	184,638	  	
	  		 	 	 	 	  	 	 	 	  	 	 	 	
TOTAL EQUITY AND LIABILITIES	  		 	 	1,152,527	  	  	 	1,224,601	  	  	 	1,263,771	  	
	  		 	 	 	 	  	 	 	 	  	 	 	 	
The accompanying Notes 1 to 24 are an integral part of these combined carve-out financial statements
 
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 ATALAYA LUXCO MIDCO PREDECESSOR
COMBINED CARVE-OUT INCOME STATEMENTS
(In thousands of U.S. dollars)

 	  	 	 	For the year ended
December 31,	 	 	January 1 to
November 30,	 	
 	  	Notes	 	2011	 	 	2012	 	
Revenue	  	(Note 19a)	 	 	2,417,286	  	 	 	2,125,928	  	
Other operating income	  	(Note 19b)	 	 	7,221	  	 	 	1,857	  	
Supplies	  	(Note 19c)	 	 	(129,845	) 	 	 	(105,508	) 	
Employee benefits expense	  	(Note 19d)	 	 	(1,701,918	) 	 	 	(1,482,842	) 	
Depreciation and amortization	  	(Note 19f)	 	 	(78,503	) 	 	 	(78,148	) 	
Changes in trade provisions	  	(Note 10)	 	 	(2,690	) 	 	 	(13,945	) 	
Other operating expenses	  	(Note 19g)	 	 	(356,001	) 	 	 	(283,577	) 	
	  		 	 	 	 	 	 	 	 	
OPERATING PROFIT	  		 	 	155,550	  	 	 	163,765	  	
	  		 	 	 	 	 	 	 	 	
Finance income	  	(Note 19h)	 	 	10,931	  	 	 	11,581	  	
Finance costs	  	(Note 19h)	 	 	(19,193	) 	 	 	(23,508	) 	
Net foreign exchange loss	  		 	 	(2,820	) 	 	 	(976	) 	
	  		 	 	 	 	 	 	 	 	
NET FINANCE EXPENSE	  	(Note 19h)	 	 	(11,082	) 	 	 	(12,903	) 	
	  		 	 	 	 	 	 	 	 	
PROFIT BEFORE TAX FROM CONTINUING OPERATIONS	  		 	 	144,468	  	 	 	150,862	  	
	  		 	 	 	 	 	 	 	 	
Income tax expense	  	(Note 18)	 	 	54,856	  	 	 	60,706	  	
	  		 	 	 	 	 	 	 	 	
PROFIT FOR THE PERIOD (from continuing operations)	  		 	 	89,612	  	 	 	90,156	  	
	  		 	 	 	 	 	 	 	 	
Profit after tax for the year from discontinued operations	  	(Note 21)	 	 	722	  	 	 	0	  	
	  		 	 	 	 	 	 	 	 	
PROFIT FOR THE PERIOD	  		 	 	90,334	  	 	 	90,156	  	
	  		 	 	 	 	 	 	 	 	
Profit attributable to:	  		 				 				
Net parent investment	  		 	 	87,937	  	 	 	89,749	  	
Non-controlling interests	  	(Note 16)	 	 	2,397	  	 	 	407	  	
	  		 	 	 	 	 	 	 	 	
Basic and diluted earnings per share attributable to equity holders of the parent (U.S. dollars)	  		 	 	N/A	  	 	 	N/A	  	
The accompanying Notes 1 to 24 are an integral part of these combined carve-out financial statements
 
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 ATALAYA LUXCO MIDCO PREDECESSOR
COMBINED CARVE-OUT STATEMENTS OF COMPREHENSIVE INCOME
(In thousands of U.S. dollars)

 	  	Year ended
December 31	 	 	January 1 to
November 30	 	
 	  	2011	 	 	2012	 	
Profit for the period	  	 	90,334	  	 	 	90,156	  	
Other comprehensive income	  				 				
Items that will not be reclassified to profit or loss	  	 	—	  	 	 	—	  	
			
Items that may be subsequently reclassified to profit or loss	  				 				
(Losses)/ gains on cash flow hedges	  	 	(418	) 	 	 	(2,560	) 	
Tax effect	  	 	125	  	 	 	768	  	
Currency translation differences	  	 	(47,638	) 	 	 	(4,629	) 	
	  	 	 	 	 	 	 	 	
	  	 	(47,931	) 	 	 	(6,421	) 	
	  	 	 	 	 	 	 	 	
Total comprehensive income for the period	  	 	42,403	  	 	 	83,735	  	
	  	 	 	 	 	 	 	 	
Attributable to:	  				 				
Net parent investment	  	 	41,517	  	 	 	82,251	  	
Non-controlling interests	  	 	886	  	 	 	1,484	  	
	  	 	 	 	 	 	 	 	
Total comprehensive income for the period	  	 	42,403	  	 	 	83,735	  	
	  	 	 	 	 	 	 	 	
The accompanying Notes 1 to 24 are an integral part of these combined carve-out financial statements
 
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 ATALAYA LUXCO MIDCO PREDECESSOR
COMBINED CARVE-OUT STATEMENTS OF CHANGES IN INVESTED EQUITY
(In thousands of U.S. dollars)

 	 	Net parent
investment	 	 	Hedges	 	 	Currency
translation
differences	 	 	Total net
parent
investment	 	 	Non-controlling
interests
(Note 16)	 	 	Total
invested
equity	 	
Balance at December 31, 2010 (Note 2)	 	 	587,383	  	 	 	1,483	  	 	 	55,594	  	 	 	644,460	  	 	 	13,672	  	 	 	658,132	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Profit for the period	 	 	87,937	  	 	 	—	  	 	 	—	  	 	 	87,937	  	 	 	2,397	  	 	 	90,334	  	
Other comprehensive income for the period	 	 	—	  	 	 	(293	) 	 	 	—	  	 	 	(293	) 	 	 	—	  	 	 	(293	) 	
Translation differences	 	 	—	  	 	 	—	  	 	 	(46,127	) 	 	 	(46,127	) 	 	 	(1,511	) 	 	 	(47,638	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total comprehensive income for the period	 	 	87,937	  	 	 	(293	) 	 	 	(46,127	) 	 	 	41,517	  	 	 	886	  	 	 	42,403	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Movements in net parent investment (Note 2)	 	 	(69,310	) 	 	 	—	  	 	 	—	  	 	 	(69,310	) 	 	 	—	  	 	 	(69,310	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at December 31, 2011	 	 	606,010	  	 	 	1,190	  	 	 	9,467	  	 	 	616,667	  	 	 	14,558	  	 	 	631,225	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Profit for the period	 	 	89,749	  	 	 	—	  	 	 	—	  	 	 	89,749	  	 	 	407	  	 	 	90,156	  	
Other comprehensive income for the year	 	 	—	  	 	 	(1,792	) 	 	 	—	  	 	 	(1,792	) 	 	 	—	  	 	 	(1,792	) 	
Translation differences	 	 	—	  	 	 	—	  	 	 	(5,706	) 	 	 	(5,706	) 	 	 	1,077	  	 	 	(4,629	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total comprehensive income for the year	 	 	89,749	  	 	 	(1,792	) 	 	 	(5,706	) 	 	 	82,251	  	 	 	1,484	  	 	 	83,735	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Dividends paid	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	(5,790	) 	 	 	(5,790	) 	
Acquisition of non-controlling interests	 	 	10,252	  	 	 	—	  	 	 	—	  	 	 	10,252	  	 	 	(10,252	) 	 	 	—	  	
Movements in net parent investment (Note 2)	 	 	(39,103	) 	 	 	—	  	 	 	—	  	 	 	(39,103	) 	 	 	—	  	 	 	(39,103	) 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance at November 30, 2012	 	 	666,908	  	 	 	(602	) 	 	 	3,761	  	 	 	670,067	  	 	 	—	  	 	 	670,067	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
The accompanying Notes 1 to 24 are an integral part of these combined carve-out financial statements
 
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 ATALAYA LUXCO MIDCO PREDECESSOR
COMBINED CARVE-OUT STATEMENTS OF CASH FLOWS
(In thousands of U.S. dollars)

 	  	Year ended
December 31	 	 	January 1 to
November 30	 	
 	  	2011	 	 	2012	 	
CASH FLOWS FROM OPERATING ACTIVITIES	  				 				
Profit before tax from continuing operations	  	 	144,468	  	 	 	150,862	  	
	  	 	 	 	 	 	 	 	
Profit before tax from discontinuing operations	  	 	722	  	 	 	—	  	
	  	 	 	 	 	 	 	 	
Profit before taxation	  	 	145,190	  	 	 	150,862	  	
	  	 	 	 	 	 	 	 	
Adjustments for:	  	 	100,201	  	 	 	144,169	  	
Depreciation and amortization (Note 19f)	  	 	78,504	  	 	 	78,148	  	
Changes in provisions	  	 	(4,507	) 	 	 	30,066	  	
Impairment losses	  	 	11,224	  	 	 	21,658	  	
Allocation of government grants	  	 	(1,902	) 	 	 	(751	) 	
Losses on derecognition and disposal of fixed assets	  	 	5,800	  	 	 	2,145	  	
Finance income (Note 19h)	  	 	(10,931	) 	 	 	(11,581	) 	
Finance expense (Note 19h)	  	 	19,193	  	 	 	23,508	  	
Net foreign exchange loss	  	 	2,820	  	 	 	976	  	
	  	 	 	 	 	 	 	 	
Changes in working capital	  	 	(94,283	) 	 	 	(78,684	) 	
	  	 	 	 	 	 	 	 	
Trade and other receivables	  	 	(64,380	) 	 	 	(77,647	) 	
Trade and other payables	  	 	(29,464	) 	 	 	7,925	  	
Other payables	  	 	(439	) 	 	 	(8,962	) 	
	  	 	 	 	 	 	 	 	
Other cash flows from operating activities	  	 	(34,520	) 	 	 	(52,735	) 	
	  	 	 	 	 	 	 	 	
Interest paid	  	 	(21,300	) 	 	 	(13,231	) 	
Interest received	  	 	21,029	  	 	 	11,158	  	
Payment of taxes	  	 	(34,249	) 	 	 	(50,662	) 	
	  	 	 	 	 	 	 	 	
Net cash from operating activities	  	 	116,588	  	 	 	163,612	  	
	  	 	 	 	 	 	 	 	
CASH FLOWS FROM INVESTING ACTIVITIES	  				 				
Payments for investments	  	 	(165,193	) 	 	 	(118,856	) 	
	  	 	 	 	 	 	 	 	
Intangible assets	  	 	(73,921	) 	 	 	(12,083	) 	
Property, plant & equipment	  	 	(91,272	) 	 	 	(90,493	) 	
Financial assets	  	 	—	  	 	 	(16,280	) 	
	  	 	 	 	 	 	 	 	
Proceeds from disposals	  	 	30,596	  	 	 	134	  	
	  	 	 	 	 	 	 	 	
Intangible assets	  	 	—	  	 	 	—	  	
Property, plant & equipment	  	 	5,642	  	 	 	134	  	
Other financial assets	  	 	24,954	  	 	 	—	  	
	  	 	 	 	 	 	 	 	
Net cash from investing activities	  	 	(134,597	) 	 	 	(118,722	) 	
	  	 	 	 	 	 	 	 	
CASH FLOWS FROM FINANCING ACTIVITIES	  				 				
Acquisition of non-controlling interest	  	 	—	  	 	 	(10,252	) 	
Issuance of loans	  	 	127,226	  	 	 	39,624	  	
Repayment of loans	  	 	(32,528	) 	 	 	(77,710	) 	
Payment for dividends	  	 	(67,739	) 	 	 	(26,647	) 	
	  	 	 	 	 	 	 	 	
Net cash from financing activities	  	 	26,959	  	 	 	(74,985	) 	
	  	 	 	 	 	 	 	 	
Effect of changes in exchange rates	  	 	(121	) 	 	 	(2,192	) 	
	  	 	 	 	 	 	 	 	
Net increase/ (decrease) in cash and cash equivalents	  	 	8,829	  	 	 	(32,287	) 	
	  	 	 	 	 	 	 	 	
Cash and cash equivalents at the beginning of the period	  	 	73,076	  	 	 	81,905	  	
Cash and cash equivalents at the end of the period	  	 	81,905	  	 	 	49,618	  	
The accompanying Notes 1 to 24 are an integral part of these combined carve-out financial statements
 
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 ATALAYA LUXCO MIDCO PREDECESSOR
NOTES TO THE COMBINED CARVE-OUT FINANCIAL STATEMENTS
1. COMPANY INFORMATION
Atento Inversiones y Teleservicios S.A.U. (“AIT”) and subsidiaries (“AIT Group”) comprised a group of companies that offered contact management services to their clients throughout the entire contract life cycle through contact centers or multichannel platforms. The AIT Group was a 100% owned subsidiary of Telefónica S.A., the parent of a group of companies operating in the telecommunications, media and entertainment sectors (the “Telefónica Group”). The AIT Group operated in 15 countries worldwide offering its multi-national clients high-quality, tailored services for the customer-facing parts of their business. The core solutions offered to clients include customer service, sales, collections, technical support, service desk, back office support and other BPO/CRM processes, including increasingly sophisticated services, such as back-office financial processing of new credit applications. AIT Group services range from basic customer services to the management of sophisticated business processes through multiple channels using complex technologies.
In December 2012, certain funds affiliated with Bain Capital Partners, LLC (“Bain Capital”) entered into an agreement with Telefónica, S.A. for the acquisition of nearly 100% of the business of customer relationship management (“CRM”) carried out by the subsidiaries of the AIT Group (the “Acquisition”). Bain Capital, through a newly created entity denominated Atalaya Luxco Midco, S.á.r.l. (the “Successor” or “Midco”) and certain of its affiliates, acquired nearly all the subsidiaries of AIT (together, the “Acquired Subsidiaries”), except for the AIT Group subsidiaries in Venezuela and the remaining assets and liabilities of AIT itself. Although the formalization of the agreement occurred on December 12, 2012, the date of acquisition of control for the purpose of the business combination was December 1, 2012, the date as of which the operations acquired have been incorporated into the Successor’s financial statements.
2. BASIS OF PREPARATION
Atalaya Luxco Midco Predecessor, which represents the historical financial information of the Acquired Subsidiaries (the “Predecessor”), is not an existing legal entity for the periods presented in these combined carve-out financial statements. Management has prepared these combined carve-out financial statements for the purpose of including them in a prospectus as historical financial information of the operations of the AIT Group acquired by the Successor as described in Note 1 and for the purpose of allowing comparability with the Successor consolidated financial statements for the periods after the Acquisition. The Successor consolidated financial statements for the periods after the Acquisition are comprised of the Successor and its subsidiaries. The combined carve-out financial statements also provide a fair presentation of the combined entity’s financial position and allow users to assess the ability of the reporting entity to generate cash flows.
The combined carve-out financial statements are presented as of December 31, 2011 and as of management’s closing period of November 30, 2012, which is the last day before the Successor acquired control of the Acquired Subsidiaries. These combined carve-out financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”).
The accompanying combined financial statements are presented on a combined carve-out basis from AIT and its subsidiaries’ historical consolidated financial statements prepared under International Financial Reporting Standards as endorsed by the European Union, which, for the periods presented herein, do not present differences as compared to International Financial Reporting Standards as issued by the International Accounting Standards Board. These combined carve-out financial statements are prepared based on the historical results of operations, cash flows, assets and liabilities of the Predecessor acquired by Successor and that are part of its consolidated group after the Acquisition, applying the principles underlying the consolidation procedures of International Accounting Standards (“IAS”) 27, Consolidated and Separate Financial Statements.
 
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The combined carve-out financial statements portray all the costs of doing business of the Predecessor, in line with U.S. Securities and Exchange Commission Staff Accounting Bulletin (“SAB”) Topic 1.B.1. Accordingly, the following describes the most significant allocations and assumptions applied by the directors when preparing the combined carve-out financial statements of the Predecessor.
The combined carve-out financial statements do not include the results of operations of the Venezuelan subsidiaries of the AIT Group, as these were not acquired in the Acquisition. The Venezuelan subsidiaries were separately managed, separately financed and have their own historical books and records. All intercompany trading transactions, all of which were transacted on an arm’s length basis, and balances between the Predecessor and the Venezuelan entities have been included as third-party transactions in the combined carve-out financial statements of the Predecessor.
In addition, the combined carve-out financial statements do not include certain assets, liabilities, reserves and the related income and expenses of AIT which were not acquired in the Acquisition and do not reflect the operations of the combined entities. The main assets and liabilities which have been carved out from AIT and are therefore not reflected in the combined carve-out financial statements are described below:
 
 	•	 	Cash and cash equivalents of AIT, together with any related income, as they were not acquired as part of the Acquisition.	
 
 	•	 	Short-term and long-term debt held by AIT with financial institutions, as the debt was not part of the Acquisition and such debt and the related interest expense are not representative of the operations of the combined entities because the funds obtained through these loans were not utilized in the operations of the combined entities.	
 
 	•	 	Deferred tax assets of AIT, because the fiscal benefits of the deferred tax assets are utilized by Telefónica, S.A. in its consolidated tax filing and were not utilized for the fiscal benefit of AIT or its subsidiaries. The Telefónica Group ultimately bears the obligation for filing tax returns with the regulatory tax administration. Further, deferred tax assets were not acquired by Bain Capital as there was no fiscal benefit to AIT’s acquired assets and liabilities or the acquired subsidiaries.	
The main impact from the carve-out of the Venezuelan subsidiaries and certain assets and liabilities of AIT is the following for each of the periods (in thousands of U.S. dollars):

 	  	January 1, 2011	 	  	December 31, 2011	 	 	November 30, 2012	 	
Non-current assets	  	 	46,030	  	  	 	24,594	  	 	 	26,970	  	
Current assets	  	 	44,759	  	  	 	58,158	  	 	 	46,754	  	
	  	 	 	 	  	 	 	 	 	 	 	 	
Total assets	  	 	90,789	  	  	 	82,752	  	 	 	73,724	  	
	  	 	 	 	  	 	 	 	 	 	 	 	
Non-current liabilities	  	 	502	  	  	 	441	  	 	 	(428	) 	
Current liabilities	  	 	17,758	  	  	 	36,502	  	 	 	26,782	  	
	  	 	 	 	  	 	 	 	 	 	 	 	
Equity	  	 	72,529	  	  	 	45,809	  	 	 	47,370	  	
	  	 	 	 	  	 	 	 	 	 	 	 	
Total Liabilities and Equity	  	 	90,789	  	  	 	82,752	  	 	 	73,724	  	
	  	 	 	 	  	 	 	 	 	 	 	 	
Revenues	  	 	—	  	  	 	89,178	  	 	 	72,188	  	
	  	 	 	 	  	 	 	 	 	 	 	 	
Operating profit (Loss)	  	 	—	  	  	 	(14,830	) 	 	 	(11,543	) 	
	  	 	 	 	  	 	 	 	 	 	 	 	
Profit (loss) for the year/period	  	 	—	  	  	 	(60,172	) 	 	 	3,463	  	
	  	 	 	 	  	 	 	 	 	 	 	 	
In addition, certain AIT operating expenses attributable to the combined entities were included in the combined carve-out income statements to reflect the actual costs incurred to operate the business of the Acquired Subsidiaries. However, such expenses may not be indicative of the actual level of expense that would have been incurred by the Predecessor if it had operated as a separate entity during all of the periods presented.
 
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All intercompany transactions and accounts within the Predecessor and its controlled entities have been eliminated in full. Transactions between the Predecessor and the parts of the AIT Group that were not acquired in the Acquisition that were previously eliminated in the consolidated financial statements of the AIT Group have been reinstated in these combined carve-out financial statements. Transactions that have taken place with the Telefónica Group (including the parts of the AIT Group) that were not acquired are regarded as transactions with related parties and as such have been disclosed in accordance of IAS 24, Related Party Disclosures.
These combined carve-out financial statements include a theoretical income tax calculation as if the entities were separate legal entities preparing income taxes at the company level.
As these financial statements have been prepared on a combined carve-out basis, it is not meaningful to show share capital or provide an analysis of reserves. Therefore, amounts which reflect the carrying value of investments of AIT in the combined entities are disclosed as “Net parent investment”, while carrying value of net assets attributable to shareholders other than AIT are presented as “Non-controlling interests”. The amounts reflected in Movements in net parent investment in the combined statement of changes in invested equity refer to payments of dividends made by certain subsidiaries to the former shareholder (AIT), which have been considered as transactions with third parties, the change of the net assets among periods acquired in the Acquisition from AIT and the payments made by the combined entities related to acquired assets. In addition, as the combined entities have no historical capital structure since the Predecessor was not an existing legal entity during the periods presented, earnings per share as required by IAS 33, Earnings per Share have not been presented.
Accordingly, after carving-out the abovementioned transactions, the total “Net parent investment” as of January 1, 2011 is a result of the following main net assets:

January 1, 2011	  	Assets	 	  	Current Liabilities	 	  	Non current liabilities	 	  	Net assets	 	
Gr. Atento (Total)	  	 	1,152,527	  	  	 	438,956	  	  	 	55,439	  	  	 	658,132	  	
Gr. Atento Argentina	  	 	51,845	  	  	 	29,974	  	  	 	312	  	  	 	21,559	  	
Atento Holding Chile	  	 	17,012	  	  	 	108	  	  	 	—	  	  	 	16,904	  	
Gr. Atento Chile	  	 	50,000	  	  	 	12,294	  	  	 	810	  	  	 	36,896	  	
Atento Perú, SAC	  	 	50,590	  	  	 	21,783	  	  	 	362	  	  	 	28,445	  	
Gr. Atento Mexico	  	 	105,621	  	  	 	42,949	  	  	 	14	  	  	 	62,658	  	
Gr. Atento Centroamérica	  	 	23,232	  	  	 	4,772	  	  	 	62	  	  	 	18,398	  	
Atento Colombia	  	 	22,927	  	  	 	10,612	  	  	 	40	  	  	 	12,275	  	
Atento Texas	  	 	8,334	  	  	 	2,629	  	  	 	—	  	  	 	5,705	  	
Atento Puerto Rico + USA	  	 	9,405	  	  	 	2,286	  	  	 	—	  	  	 	7,119	  	
Atento do Brasil, LTDA (Brasil)	  	 	641,718	  	  	 	245,261	  	  	 	53,189	  	  	 	343,268	  	
Gr. Atento España	  	 	105,059	  	  	 	49,914	  	  	 	469	  	  	 	54,676	  	
Atento Marruecos	  	 	19,327	  	  	 	7,254	  	  	 	—	  	  	 	12,073	  	
Atento Italia	  	 	355	  	  	 	958	  	  	 	—	  	  	 	(604	) 	
Atento Chequia	  	 	5,849	  	  	 	1,804	  	  	 	—	  	  	 	4,045	  	
Atento N.V.	  	 	27,958	  	  	 	122	  	  	 	—	  	  	 	27,836	  	
AIT	  	 	13,295	  	  	 	6,236	  	  	 	180	  	  	 	6.879	  	
The combined statements of cash flows have been prepared under the indirect method in accordance with IAS 7, Cash Flow Statements. Foreign currency transactions are translated at the average exchange rate for the year, in those cases where the currency differs from the presentation currency of the Predecessor (the U.S. dollar), as outlined in Note 3b. The net change in cash and cash equivalents reflects the movement in the corresponding year, with the beginning balances for each year taking into account the impact of differences arising from the translation of foreign currency balances using the aforementioned translation method.
Management believes that the assumptions and estimates used in preparation of the underlying combined carve-out financial statements are reasonable. However, the combined carve-out financial statements herein do not necessarily reflect what the Predecessor’s financial position, results of operations or cash flows would have
 
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been if the Predecessor had operated as a separate entity during the periods presented. As a result, historical financial information is not necessarily indicative of the Predecessor´s future results of operations, financial position or cash flows.
The figures in these combined carve-out financial statements are expressed in thousands of U.S. dollars unless otherwise indicated. The U.S. dollar is the Predecessor´s presentation currency, which differs from the AIT Group’s presentation currency, which was the Euro. Therefore, the change in the presentation currency of the combined entities, compared to the currency in which they were historically presented under the AIT Group reporting, has been treated as a change in accounting policy and accounted for retrospectively. There has been no effect due to this change other than the presentation of all numbers in U.S. dollars and the inclusion of an opening statement of financial position as of the beginning of the comparative period.
These combined carve-out financial statements have been prepared on a historical cost basis, except for derivative financial instruments, which have been measured at fair value.
3. ACCOUNTING POLICIES
The principal accounting policies used in preparing the combined carve-out financial statements were as follows:
a) Goodwill
For acquisitions taking place after January 1, 2004, the IFRS transition date of the Predecessor, goodwill represents the excess of the acquisition consideration over the acquirer’s interest, at the acquisition date, in the fair values of the identifiable assets and liabilities acquired from a subsidiary. After initial measurement, goodwill is carried at cost, less any accumulated impairment losses.
In the transition to IFRS, the Predecessor availed itself of the exemption allowing it not to restate business combinations taking place before January 1, 2004. As a result, the accompanying combined carve-out statements of financial position include goodwill as of the opening balance sheet date of January 1, 2011 as previously carried in the financial statements of AIT and translated into the new presentation currency, U.S. dollars. Deferred tax liabilities due to temporary differences related to goodwill arise due to the amortization of goodwill for tax purposes, as goodwill is not amortized for accounting purposes.
In all cases, goodwill is recognized as an asset denominated in the currency of the company acquired.
Goodwill is tested for impairment annually or more frequently if there are certain events or changes in circumstances indicating the possibility that the carrying amount may not be fully recoverable.
The potential impairment loss is determined by assessing the recoverable amount of the cash-generating unit (“CGU”) or group of CGUs to which the goodwill is allocated based on the identified synergies that will benefit the CGU or group of CGUs. Where the recoverable amount is less than the carrying amount, the CGU is considered impaired and a provision is recognized to reflect the loss. The impairment then obtained is allocated to goodwill first and the remainder provision (if any) proportionally to the rest of the assets of the CGU. The goodwill impairment is irreversible impairment.
b) Translation methodology
The combined carve-out financial statements of the Predecessor´s foreign subsidiaries were translated to U.S. dollars at period-end exchange rates, except for:
 
 	1.	 	Net parent investment, which was translated at historical exchange rates.	
 
 	2.	 	Income statements, which were translated at the average exchange rates for the period.	
 
 	3.	 	Cash flow statements, which were translated at the average exchange rates for the period.	
 
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Goodwill and fair value adjustments of statement of financial position items arising on the acquisition of an interest in a foreign operation are treated as part of the assets and liabilities of the acquired company and, therefore, translated at its closing rate at period end.
The exchange rate differences arising from the application of this method are included in “Translation differences” under “Total Net parent investment” in the accompanying combined statements of financial position, net of the portion of said differences attributable to non-controlling interests, which is shown under “Non-controlling interests”.
c) Foreign currency transactions
Monetary assets and liabilities denominated in a different currency than the functional currency of the combined entities are initially recorded at the functional currency rate at the date of the transaction and retranslated at the rate of exchange at the close of the period, recognizing the difference between both amounts in profit or loss for the period.
d) Intangible assets
“Intangible assets” are stated at acquisition cost, less any accumulated amortization and any accumulated impairment losses. Intangible assets acquired in a business combination are initially measured at fair value at the date of acquisition.
Acquisition cost comprises the purchase price, including import duties and non-refundable taxes, after deducting trade discounts and rebates, and directly attributable costs of readying the asset for its intended use.
The useful lives of intangible assets are assessed on a case-by-case basis to be either finite or indefinite. Intangible assets with finite lives are amortized on a straight line basis over their estimated useful life and assessed for impairment whenever events or changes indicate that their carrying amount may not be recoverable. At December 31, 2011 and November 30, 2012 there were no intangible assets with an indefinite useful life.
The amortization charge is recognized in the consolidated income statement under “Depreciation and amortization.”
Amortization methods and schedules are revised annually at each financial year-end and, where appropriate, adjusted prospectively.
Computer software
Software is measured at cost and amortized on a straight-line basis over its useful life, generally estimated at between three and five years.
Intellectual property
Amounts paid to acquire or use intellectual property are recognized under “Intellectual property”. Intellectual property is amortized on a straight-line basis over its useful life, estimated at 10 years.
Other intangible assets and development costs
Development costs are recognized when specific criteria are satisfied, being these criteria mainly related with the probability of generating future revenue because the project developed is viable, the availability of resources and the intention to finalize the project, being the costs associated to it reliably estimated.
These assets are amortized on a straight-line basis over their useful life, which ranges from 4 to 10 years.
 
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e) Property, plant and equipment
Property, plant and equipment is measured at cost, less any accumulated depreciation and any impairment losses. Land is not depreciated. Property, plant and equipment acquired in a business combination are initially measured at fair value at the date of acquisition.
Acquisition cost comprises the purchase price, including import duties and non-refundable taxes, after deducting trade discounts and rebates, and directly attributable costs of readying the asset for its intended use.
Cost also includes, where appropriate, the initial estimate of decommissioning, withdrawal and site reconditioning costs when the Predecessor is obliged to bear the expenditures because of the use of the assets.
Repairs which do not prolong the useful life of the assets and maintenance costs are recognized directly in the income statement. Costs which prolong or improve the life of the asset are capitalized as an increase in the cost of the asset.
The Predecessor assesses the need to write down, if appropriate, the carrying amount of each item of property, plant and equipment to its recoverable amount at each financial year-end, whenever there are indications that the assets’ carrying amount may not be fully recoverable through the generation of sufficient future revenue. The impairment provision is reversed if the factors giving rise to the impairment cease to exist (see Note 3f).
The depreciation charge for property, plant and equipment is recognized in the consolidated income statement under “Depreciation and amortization.”
Depreciation is calculated on a straight-line basis over the useful life of the asset applying individual rates to each asset, which are reviewed at each financial year-end. For those assets acquired through a business combination, the Group decided to maintain its useful lives.
The useful lives generally used by the Predecessor are as follows:

 	  	Years of useful life	
Owned buildings and Leasehold improvements	  	5 – 40	
Plant and equipment	  	5 – 6	
Furniture	  	10	
Data processing equipment	  	4 – 5	
Transport equipment	  	7	
Other property, plant and equipment	  	5 – 8	
f) Impairment of non-current assets
The Predecessor assesses at each reporting date whether there is an indication that a non-current asset may be impaired. If any such indication exists, or when annual impairment testing for an asset is required (e.g. goodwill), the Predecessor estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of fair value less costs to sell or its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a after-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered to be impaired. In this case, the carrying amount is written down to its recoverable amount and the resulting loss is recognized in the income statement. Future depreciation/amortization charges are adjusted for the asset’s new carrying amount over its remaining useful life. Management analyzes the impairment of each asset individually, except in the case of assets that generate cash flows which are interdependent on those generated by other assets (cash-generating units).
 
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The Predecessor bases the calculation of impairment on the business plans of the various cash generating units to which the assets are allocated. These business plans cover five years. The projections in year five and beyond are modeled based on an estimated constant or decreasing growth rate.
When there are new events or changes in circumstances that indicate that a previously recognized impairment loss no longer exists or has been decreased, a new estimate of the asset’s recoverable amount is made. A previously recognized impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognized. If that is the case, the carrying amount of the asset is increased to its recoverable amount. The reversal is limited to the carrying amount that would have been determined had no impairment loss been recognized for the asset in prior years. Such reversal is recognized in the income statement and the depreciation charge is adjusted in future periods to reflect the asset’s revised carrying amount. Impairment losses relating to goodwill cannot be reversed in future periods.
g) Leases (as lessee)
Leases where the lessor does not transfer substantially all the risks and benefits of ownership of the asset are classified as operating leases. Operating lease payments are recognized as an expense in the income statement on a straight-line basis over the lease term.
Those lease arrangements that transfer to the Predecessor the significant risks and benefits inherent in holding the leased item are treated as finance leases, with the asset recorded at the inception of the lease, classified by type, and the related debt recorded at the lower of the present value of the minimum lease payments or the fair value of the leased asset. Lease payments are apportioned between the finance charges and reduction of the principal of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are reflected in the income statement over the lease term.
h) Financial assets
All purchases and sales of financial assets are recognized on the statement of financial position on the trade date, i.e., when the commitment is made to purchase or sell the asset.
On the date of initial recognition, the Predecessor classifies its financial assets in four categories: financial assets at fair value through profit or loss, loans and receivables, held-to- maturity investments, and available-for-sale financial assets. These classifications are revised at year end and modified where applicable. The Predecessor classifies all its financial assets as loans and receivables, except for derivative financial instruments, which are classified as financial assets at fair value through profit or loss.
This category of loans and receivables consists of fixed-maturity financial assets not listed in active markets. These assets are carried at amortized cost using the effective interest rate method. Gains and losses are recognized in the income statement when the loans and receivables are derecognized or impaired, as well as through the amortization process.
An impairment analysis of financial assets is performed at each statement financial position date. If there is objective evidence that an impairment loss on a financial asset carried at amortized cost has been incurred, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future expected credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate.
A financial asset is only fully or partially derecognized from the statement of financial position when:
 
 	1.	 	the rights to receive cash flows from the asset have expired;	
 
 	2.	 	The Predecessor has assumed an obligation to pay the cash flows received from the asset to a third party; or	
 
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 	3.	 	The Predecessor has transferred its rights to receive cash flows from the asset to a third party and transferred substantially all the risks and rewards of the asset.	
i) Cash and cash equivalents
Cash and cash equivalents in the combined carve-out statement of financial position comprise cash on hand and at banks, demand deposits and other highly liquid investments with an original maturity of three months or less.
These items are stated at historical cost, which does not differ significantly from realizable value.
For the purpose of the combined carve-out statement of cash flows, cash and cash equivalents are shown net of any outstanding bank overdrafts.
j) Financial liabilities
Debts are recognized initially at fair value, which is usually the amount of the consideration received, less directly attributable transaction costs. After initial recognition, these financial liabilities are measured at amortized cost using the effective interest rate method. Any difference between the cash received (net of transaction costs) and the repayment value is recognized in the income statement over the life of the debt. Debts are shown as non-current liabilities when the maturity date is longer than 12 months or the Predecessor has the unconditional right to defer settlement for at least 12 months from the statement of financial position date.
Financial liabilities are derecognized from the statement of financial position when the corresponding obligation is settled, cancelled or matures. Where an existing financial liability is replaced by another from the same lender under substantially different terms, such an exchange is treated as a derecognition of the original liability and the recognition of a new liability, and the difference between the respective carrying amounts is recognized in the income statement.
k) Derivative financial instruments and hedging
Derivative financial instruments are initially recognized at fair value, normally equivalent to cost. Their carrying amounts are subsequently re-measured at fair value. Derivatives are carried as assets when the fair value is positive and as liabilities when the fair value is negative. The full fair value of a hedging derivative is classified as a non-current asset or liability when the remaining hedged item is more than 12 months and as a current asset or liability when the remaining maturity of the hedged item is less than 12 months. Trading derivatives are classified as a current asset or liability.
The accounting treatment of any gain or loss resulting from changes in the fair value of a derivative depends on whether the derivative in question meets all the criteria for hedge accounting and, if appropriate, on the nature of the hedge. The Predecessor documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedging transactions. The Predecessor also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items.
Fair value hedge:
Changes in fair value of the hedging derivative and of the hedged item attributable to the risk hedged are recognized in the income statement. The Predecessor only applies fair value hedge accounting for hedging debts incurred in currencies other than those of countries where it operates or where the companies taking on the debt
 
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are domiciled. The gain or loss relating to the effective portion of the hedge is recognized in the income statement within ‘finance costs’. The gain or loss relating to the ineffective portion is recognized in the income statement within finance income or finance costs, as applicable.
If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of a hedged item for which the effective interest method is used is amortized to profit or loss over the period to maturity.
Cash flow hedge:
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in other comprehensive income. The gain or loss relating to the ineffective portion is recognized immediately in the income statement within finance income or finance costs, as applicable.
Amounts accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects profit or loss (for example, when the forecast sale that is hedged takes place). The gain or loss relating to the effective portion of interest rate swaps hedging variable rate borrowings is recognized in the income statement within finance income or finance costs, as applicable.
When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognized when the forecast transaction is ultimately recognized in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement within finance income or finance costs, as applicable.
The fair value of the derivative portfolio reflects estimates based on calculations made using observable market data, as well as specific pricing and risk-management tools commonly used by financial entities.
l) Trade receivables
Trade receivables are recognized at the original invoice amount and at the accrued amount when unbilled. A provision for impairment is recorded when there is objective evidence of impairment. The amount of the impairment provision is calculated as the difference between the carrying amount of the doubtful trade receivables and their recoverable amount. In general, cash flows relating to short-term receivables are not discounted.
m) Grants received
Government grants are recognized in the account “Deferred income”, part of “Other non-trade payables” in the statement of financial position. Where there is reasonable assurance that the grant will be received and all attaching conditions will be complied with, they are released to income in equal amounts over the useful life of the related assets as “Government grants” under “Other operating income” in the income statement. When the grant relates to an expense item, it is recognized as income over the period necessary to match the grant to the costs that it is intended to compensate.
n) Provisions
Provisions are recognized when as a result of a past event, for which the Predecessor has a present obligation (legal or constructive), it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Predecessor expects some or all of a provision to be reimbursed, for example under an insurance contract, the reimbursement is recognized as a separate asset, but only when the reimbursement is virtually certain, in which
 
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case the expense relating to the provision is presented in the statement of financial position net of such reimbursement. If the effect of the time value of money is material, provisions are discounted, and the corresponding increase in the provision due to the passage of time is recognized as a finance cost.
o) Share-based payments linked to the Telefónica, S.A. share price.
Certain Predecessor management had a variable remuneration scheme which is linked to the quoted share price of Telefónica, S.A.
The Directors’ remuneration plan lasts for seven years and comprises five three-year cycles (or completely independent payment dates), the first commencing on July 1, 2006. The right, granted at the commencement of each cycle, to receive a certain number of Telefónica, S.A. shares at the end of the same cycle is subject to certain conditions being met. Telefónica, S.A. invoices the cost of the plan to its subsidiaries at the end of each cycle. The invoices are for the total cost, equal to the fair value of the instruments delivered, calculated at the beginning date of each cycle.
Due to its characteristics, this plan is subject to IFRS 2, Share-based payments, on the grounds that it is the entity that was the parent during the predecessor reporting period (Telefónica, S.A.) that granted the share option rights for its own shares to the employees of a subsidiary. Thus, it is treated as a share-based payment transaction, and the Predecessor recognizes the expense corresponding to its employees with a balancing entry in accounts payable with Telefonica spread out over each three-year cycle.
p) Income tax
This heading in the accompanying combined carve-out income statement includes all the expenses and credits arising from the combined entities calculated using a method consistent with a separate tax return basis, as if the Predecessor was a separate tax payer (see Note 2). Income tax expense of each period is the aggregate amount of current and deferred taxes, if applicable.
Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to taxation authorities. The tax rates and tax laws used to compute the amount are those that are substantively enacted by the statement of financial position date. The entity offsets current tax assets and current tax liabilities if there is a legally enforceable right to set off the recognised amounts and the Predecessor intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.
Deferred taxes are calculated based on analysis of the statement of financial position, in consideration of temporary differences generated from differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
The main temporary differences arise due to differences between the tax bases and carrying amounts of plant, property and equipment, intangible assets, goodwill and non-deductible provisions, as well as differences between the fair value and tax bases of net assets acquired from a subsidiary.
Furthermore, deferred taxes arise from unused tax credits and tax loss carryforwards.
The Predecessor determines deferred tax assets and liabilities by applying the tax rates expected to be effective for the period when the corresponding asset is realized or the liability is settled, based on tax rates and tax laws that had been enacted (or substantively enacted) by the statement of financial position date.
The carrying amount of deferred income tax assets is reviewed at each statement of financial position date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow part or all of the deferred tax asset to be utilized. Unrecognized deferred income tax assets are reassessed at each statement of financial position date and are recognized to the extent that it has become probable that future taxable profit will allow the deferred tax asset to be recovered.
 
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Deferred tax liabilities associated with investments in subsidiaries and branches are not recognized where the timing of the reversal of the temporary difference can be controlled by the parent company and it is not probable that the temporary differences will reverse in the foreseeable future.
Deferred income tax relating to items directly recognized in equity is also recognized in equity. Deferred tax assets and liabilities resulting from business combinations are added to or deducted from goodwill.
Deferred tax assets and liabilities are offset only if a legally enforceable right exists to set off current tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.
q) Revenue recognition
Revenue and expenses are recognized in the income statement on an accrual basis, i.e. when the goods or services represented by them take place, regardless of when actual payment or collection occurs.
Revenue comprises the fair value of the consideration received or receivable for services rendered in the normal course of the Predecessor’s activities. Revenue is presented net of sales taxes or value added taxes, returns, allowances and discounts. Revenue is recognized when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for the Predecesor´s activities as described below.
For sales of services, revenue is recognized in the accounting period in which the services are rendered, by reference to stage of completion of the specific transaction and assessed on the basis of the actual service provided as a proportion of the total services to be provided, when the costs and revenue of the service contract, as well as its percentage of completion, can be reliably measured and it is probable that the related receivables will be collected. When one or more elements of a service contract cannot be reliably measured, revenue is recognized only to the extent of contract costs incurred that it is probable that will be recovered.
The Predecessor obtains revenue mainly from the provision of customer services, recognizing the revenue when the teleoperation occurs (based on the stage of completion of the service provided) or when certain contact center consulting work is carried out.
r) Expenses
Expenses are recognized in the income statement on an accrual basis; i.e. when the goods or services represented by them take place, regardless of when actual payment or collection occurs.
The Predecesor’s incorporation, start-up and research expenses, as well as expenses that do not qualify for capitalization under IFRS, are recognized in the combined carve-out income statement when incurred and classified in accordance with their nature.
s) Employee benefits
Pension Obligations
The Predecessor provides a pension plan for managers, which is deemed a defined contribution plan. The plan is financed exclusively by the entity via contributions at a certain percentage of the executive’s fixed remunerations. These percentages vary depending on the employee’s professional category. The group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
 
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For defined contribution plans, the group pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The group has no further payment obligations once the contributions have been paid. The contributions are recognized as employee benefit expense as part of “Employee benefits expense” when they are due. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in the future payments is available.
Termination benefits
Under current labor legislation, the companies are required to pay indemnities to employees whose contracts are terminated under certain conditions. Reasonably quantifiable severance indemnities are therefore recognized as an expense in the year in which the decision to terminate the employment is made.
t) Use of estimates and management’s judgment
The key assumptions concerning the future and other key sources of estimation uncertainty at the statement of financial position date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
A significant change in the facts and circumstances on which these estimates are based could have a material impact on the Predecessor´s results and financial position.
Revenue Recognition
The Predecessor recognizes revenues on an accrual basis during the period in which the services are rendered, by reference to the stage of completion of the specific transaction and assessed on the basis of the actual service provided as a proportion of the total service to be provided, as described in Note 3 q) above. Recognizing service revenue by reference to the stage of completion involves the use of estimates in relation to certain key elements of the service contracts, such as contract costs, period of execution and allowances related to the contracts. As far as practicable the Predecessor applies past experience and specific quantitative indicators in its estimates, considering the specific circumstances applicable to specific customers or contracts. If certain circumstances have occurred that may have an impact on the initially estimated revenue, costs or percentage of completion, estimates are reviewed based on such circumstances. Such reviews may result in adjustments to costs and revenue recognized for a period.
Property, plant and equipment, intangible assets and goodwill
The accounting treatment of property, plant and equipment and intangible assets entails the use of estimates to determine their useful life for depreciation and amortization purposes and to assess fair value at their acquisition date, especially significant in relation to assets acquired in business combinations.
Determining useful life requires making estimates in connection with future technological developments and alternative uses for assets. There is a significant element of judgment involved in making technological development assumptions, since the timing and scope of future technological advances are difficult to predict.
When an item of property, plant and equipment or an intangible asset is considered to be impaired, the impairment loss is recognized in the income statement for the period. The decision to recognize an impairment loss involves estimates of the timing and amount of the impairment, as well as analysis of the reasons for the potential loss. Furthermore, additional factors, such as technological obsolescence, the suspension of certain services and other circumstantial changes are taken into account.
The Predecessor evaluates the performance of its cash-generating units regularly to identify potential impairment of goodwill. Determining the recoverable amount of the cash-generating units to which goodwill is allocated also entails the use of assumptions and estimates and requires a significant element of judgment (see Note 7).
 
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Deferred taxes
The Predecessor assesses the recoverability of deferred tax assets based on estimates of future earnings. The ability to recover these taxes depends ultimately on the Predecessor’s ability to generate taxable earnings over the period for which the deferred tax assets remain deductible. This analysis is based on the estimated timing of the reversal of deferred tax liabilities, as well as estimates of taxable earnings, which are sourced from internal projections and are continuously updated to reflect the latest trends.
The appropriate classification of tax assets and liabilities depends on a series of factors, including estimates as to the timing and realization of deferred tax assets and the projected tax payment schedule. Actual income tax receipts and payments could differ from the estimates made by the Predecessor as a result of changes in tax legislation or unforeseen transactions that could affect tax balances. (see Note 18).
Provisions
Provisions are recognized when the Predecessor has a present obligation as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. This obligation may be legal or constructive, deriving, inter alia, from regulations, contracts, customary practice or public commitments that lead third parties to reasonably expect that the Predecessor will assume certain responsibilities. The amount of the provision is determined based on the best estimate of the outflow of resources required to settle the obligation, bearing in mind all available information at the closing date, including the opinions of independent experts such as legal counsel or consultants.
No provision is recognized if the amount of liability cannot be estimated reliably. In this case, the relevant information is provided in the notes to the financial statements.
Given the uncertainties inherent in the estimates used to determine the amount of provisions, actual outflows of resources may differ from the amounts recognized originally on the basis of the estimates. (see Note 17).
u) Combination method
The full consolidation method is applied to all combined entities. Under this method, all their assets, liabilities, revenues, expenses and cash flows are included in the combined carve-out financial statements after the appropriate adjustments and eliminations of inter-group transactions. Combined entities are those in which the Predecessor owns more than half of the voting rights or has the ability to govern their financial and operating policies.
In the case of combined entities whose adopted accounting policies and principles differ from those of the Predecessor, adjustments or restatements were made upon combination in order to present the combined carve-out financial statements on a uniform basis for adaptation to IFRS.
All material accounts and transactions between combined companies were eliminated on consolidation.
v) Non-controlling interests
Non-controlling interests represent the portion of profit and loss and net assets of the combined entities not held by the Predecessor and are presented in the combined income statement and within equity in the combined statement of financial position, separately from the net parent investment (see Note 2). The Predecessor accounts for transactions with non-controlling interests as transactions with equity owners. The difference between any consideration paid or received and relevant share of the carrying value of net assets acquired or sold, is recorded in the net parent investment.
 
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w) New standards issued and early adopted as of November 30, 2012
The Predecessor opted for the early adoption of the following amendment issued by the IASB:

Standards and amendments	  	Effective date—annual
periods beginning after:	
IAS 1 – Financial statement presentation	  	July 1, 2012—early
adoption permitted,	
Regarding the presentation of (1) other comprehensive income and (2) third statement of financial position without the related financial statement notes	  	January 1, 2013—early
adoption permitted	
x) New standards and IFRIC interpretations issued but not yet adopted as of November 30, 2012
A number of new standards and amendments to standards and interpretations are effective for annual periods beginning after November 30, 2012, and have not been applied in preparing these combined carve-out financial statements. None of these are expected to have a significant effect on the combined carve-out financial statements of the Predecessor, except the following:

Standard Reference	  	Topic	  	Effective date—annual periods
beginning after:	
IFRS 9	  	Financial instruments	  	January 1, 2015	
IFRS 10	  	Consolidated financial statements	  	January 1, 2013	
IFRS 11	  	Joint arrangements	  	January 1, 2013	
IFRS 12	  	Disclosures of interests in other entities	  	January 1, 2013	
IFRS 13	  	Fair value measurement	  	January 1, 2013	
IAS 19	  	Employee benefits	  	January 1, 2013	
With respect to such standards, the Predecessor has also evaluated its early application. The standards in the table above have not been early adopted because the Predecessor has concluded that their impact to the combined carve-out financial statements is not significant.
There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the group.
 
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4. COMBINED ENTITIES
The Predecessor´s combined entities at November 30, 2012 are as follows:

Registered name	 	Registered
address	 	Line of business	 	Functional
currency	 	%
interest (1)	 	Holding company	
Atento Teleservicios España, S.A.U.	 	Madrid (Spain)	 	Operation of call
centers	 	EUR	 	100	 	.	
Atento Servicios Técnicos y Consultoría, S.L.U.	 	Madrid
(Spain)	 	Execution of
technological projects
and services, and
consulting services	 	EUR	 	100	 	Atento Teleservicios
España S.A.U.	
Atento Impulsa, S.L.U. (3)	 	Barcelona
(Spain)	 	Management of
specialized
employment centers
for disabled workers	 	EUR	 	100	 	Atento Teleservicios
España S.A.U.	
Contact US Teleservices Inc	 	Houston—Texas
(USA)	 	Operation of call
centers	 	USD	 	100	 	Atento Mexicana,
S.A. de C.V.	
Atento Brasil, S.A.	 	Sao Paulo
(Brazil)	 	Operation of call
centers	 	BRL	 	99.999	 	Atento N.V.	
Teleatento del Perú, S.A.C.	 	Lima (Peru)	 	Operation of call
centers	 	PEN	 	83.3333
16.6667	 	Atento N.V.
Atento Holding
Chile, S.A.	
Atento Colombia, S.A.	 	Bogota DC
(Colombia)	 	Operation of call
centers	 	COP	 	94.97871
0.00854
0.00424
0.00424
5.00427	 	Atento N.V.
Atento Venezuela,
S.A.
Atento Brasil, S.A.
Teleatento del Perú,
S.A.C.
Atento Mexicana,
S.A. de C.V.	
Atento Holding Chile, S.A.	 	Santiago de Chile
(Chile)	 	Holding company	 	CLP	 	99.9999	 	Atento N.V.	
Centros de Contacto Salta, S.A.	 	Buenos Aires
(Argentina)	 	Operation of call
centers	 	ARS	 	95
5	 	Atento Holding
Chile, S.A.
Atento N.V.	
Mar del Plata Gestiones y Contactos, S.A.	 	Buenos Aires
(Argentina)	 	Operation of call
centers	 	ARS	 	95
5	 	Atento Holding
Chile, S.A.
Atento N.V.	
Microcentro de Contacto, S.A.	 	Buenos Aires
(Argentina)	 	Operation of call
centers	 	ARS	 	95
5	 	Atento Holding
Chile, S.A.
Atento N.V.	
Córdoba Gestiones y Contactos, S.A.	 	Cordoba
(Argentina)	 	Operation of call
centers	 	ARS	 	95
5	 	Atento Holding
Chile, S.A.
Atento N.V.	
Atusa, S.A.	 	Buenos Aires
(Argentina)	 	Operation of call
centers	 	ARS	 	5
95	 	Atento Holding
Chile, S.A.
Atento N.V.	
Atento Chile, S.A. (2)	 	Santiago de Chile
(Chile)	 	Operation of call
centers	 	CLP	 	71.16	 	Atento Holding
Chile, S.A.	
Atento Educación Limitada	 	Santiago de Chile
(Chile)	 	Operation of call
centers	 	CLP	 	99
1	 	Atento Chile, S.A.
Atento Holding
Chile, S.A.	
Atento Centro de Formación Técnica Limitada (4)	 	Santiago de Chile
(Chile)	 	Operation of call
centers	 	CLP	 	99
1	 	Atento Chile, S.A.
Atento Holding
Chile, S.A.	
Atento Argentina, S.A.	 	Buenos Aires
(Argentina)	 	Operation of call
centers	 	ARS	 	24.44
75.56	 	Atento N.V.
Atento Holding
Chile, S.A.	
Atento Puerto Rico, Inc.	 	Guaynabo
(Puerto Rico)	 	Operation of call
centers	 	USD	 	100	 	Atento N.V.	
Atento Mexicana, S.A. de C.V.	 	Mexico City
(Mexico)	 	Operation of call
centers	 	MXN	 	99.999998
0.000002	 	Atento N.V.
Atento Colombia,
S.A.	
Atento Servicios, S.A. de C.V.	 	Mexico City
(Mexico)	 	Sale of goods and
services	 	MXN	 	99.9995
0.0005	 	Atento Mexicana,
S.A. de C.V.
Atento N.V.	
 
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Registered name	 	Registered
address	 	Line of business	 	Functional
currency	 	%
interest (1)	 	Holding company	
Atento Atención y Servicios, S.A. de C.V.	 	Mexico City
(Mexico)	 	Administrative,
professional and
consulting services	 	MXN	 	99.998
0.002	 	Atento Mexicana,
S.A. de C.V.
Atento Servicios, S.
A. de C.V.	
Atento Centroamérica, S.A.	 	Guatemala
(Guatemala)	 	Holding company	 	GTQ	 	99.9999
0.0001	 	Atento N.V.
Atento El Salvador
S.A. de C.V.	
Atento de Guatemala, S.A.	 	Guatemala
(Guatemala)	 	Operation of call
centers	 	GTQ	 	99.99999
0.00001	 	Atento
Centroamérica. S.A.
Atento El Salvador
S.A. de C.V.	
Atento El Salvador, S.A. de C.V.	 	City of San
Salvador
(El Salvador)	 	Operation of call
centers	 	USD	 	7.4054
92.5946	 	Atento
Centroamerica, S.A.
Atento de
Guatemala, S.A.	
Atento Maroc, S.A.	 	Casablanca
(Morocco)	 	Operation of call
centers	 	MAD	 	99.9991	 	Atento Teleservicios
España S.A.U.	
Woknal, S.A.	 	Montevideo
(Uruguay)	 	Operation of call
centers	 	UYU	 	100	 	Atento N.V.	
Atento Ceská Republika, a.s.	 	Prague
(Czech Republic)	 	Telemarketing and
other financial and
business services	 	CZK	 	100	 	Atento Inversiones y
Teleservicios, S.A.U.	
Atento Panamá, S.A.	 	Panama City	 	Operation of call
centers	 	USD	 	99
1	 	Atento N.V.
Atento Mexicana,
S.A. de C.V.	

(1)	Shareholdings with voting rights.	
(2)	The remaining 28.84% interest is owned by Telefónica CTC Chile (27.41%), Compañía de Teléfonos Transmisiones Regionales S.A (0.47%) and Telefónica Empresas S.A. (0.96%).	
Changes in the combined entities
In 2011, Atento Italia S.R.L. was liquidated for failing to conduct business. The business dissolution request was filed with the Italian Chamber of Commerce on August 25, 2010. On October 14, 2011, a court ruling was issued in favor of the Predecessor over a labor suit filed by a former company employee. As a result, the company’s assets and liabilities were liquidated and returned to the sole shareholder (Atento, N.V.) at the end of 2011.
On March 2, 2012, the company Atento Servicios Auxiliares de Contact Center, S.L was registered with the Mercantile Register of Madrid.
There were also the following changes to the combined entities’ equity:
 
 	•	 	On February 28, 2011, Atento, N.V. subscribed in full to the equity issue undertaken by Woknal, establishing a share premium of 400,000 Uruguayan pesos, remaining as the company’s sole shareholder.	
 
 	•	 	On December 20, 2011, this company carried out another equity issue, for 30,250,000 Uruguayan pesos, with Atento, N.V. again remaining as its sole shareholder.	
 
 	•	 	On December 22, 2011, Atento Argentina’s capital increased by 1,000,000 Argentinean pesos in a transaction carried out by Atento, N.V., which is now a shareholder.	
There were no other changes in the combined entities in 2012.
5. FINANCIAL RISK MANAGEMENT POLICY
Financial risk factors
The Predecessor´s activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk. The
 
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Predecessor´s overall risk management strategy focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the entity’s financial performance. The Predecessor´suses derivatives to limit both interest and foreign currency risks on otherwise unhedged positions and to adapt its debt structure to market conditions.
Risk management is carried out by the finance department under policies approved by the respective corporate governance bodies. The finance department identifies, evaluates and hedges financial risks in close cooperation with the operating units.
Market Risk:
Foreign exchange risk:
The Predecessor operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the Brazilian Real. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations.
The Predecessor´s management uses derivatives to hedge debts incurred in currencies other than those of countries where it operates or where the companies taking on the debt are domiciled. It aims to ensure that the hedging derivative and the underlying risk hedged belong to the same company. It also seeks to ensure that hedges cover the whole debt for the entire term of the transaction being hedged.
In 2011, Atento Brasil, S.A. arranged a loan with Bradesco in the amount of 5,834 thousand U.S. dollars which was paid off on November 5, 2012. There is no outstanding balance for this loan as of November 30, 2012. In accordance with its risk hedging policy, the Predecessor has hedged this loan with a swap contract covering the entire debt throughout the term of the transaction and had classified these financial instruments as fair-value hedges from inception.
The details of the hedging instruments at December 31, 2011 are as follows:

Year	  	Underlying loan
(thousand)	 	  	Nominal in reais
(thousand)	 	  	Interest rate	 	 	Interest rate on
reais	 	
2011	  	 	USD 5,834	  	  	 	10,219 BRL	  	  	 	10.87	% 	 	 	112.5% CDI	  	
The hedging instruments are 100% effective.
At December 31, 2011 the equivalent fair value of the Predecessor´s interest rate hedges denominated in foreign currencies was estimated to be a liability of 1,664 thousand U.S. dollars, increasing current borrowings recognized under “Interest-bearing debt”.
At December 31, 2011, the Predecessor recognized financial losses of 365 thousand U.S. dollars in the income statement under “Finance costs” resulting from the settlement of financial derivative transactions and their measurement at the close date.
 
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Sensitivity analysis of foreign currency risk:
The Predecessor has reasonable control over its foreign currency risks as its financial assets and liabilities denominated in currencies other than their functional are adequately matched. The following sensitivity analysis, based on the outstanding volume of financial assets and liabilities (applying a 10% appreciation of each asset/liability currency versus the functional currency), highlights the limited impact that such an event would have on the income statement.

2011	 	
(in thousands)	 	Financial assets	 	 	Financial liabilities	 	 	Sensitivity analysis	 	
Functional—
Asset/liability
currency	 	Functional
currency	 	 	Asset
currency	 	 	U.S.
dollar	 	 	Functional
currency	 	 	Liability
currency	 	 	U.S.
dollar	 	 	Appreciation
of asset/
liability
currency vs.
functional	 	 	Functional
currency of
financial
assets	 	 	Functional
currency of
financial
liabilities	 	 	Profit or
(loss)
(U.S.
dollar)	 	
CLP-USD	 	 	645,086	  	 	 	1,242	  	 	 	1,242	  	 	 	64,942	  	 	 	125	  	 	 	125	  	 	 	10	% 	 	 	716,761	  	 	 	72,158	  	 	 	124	  	
CLP-EUR	 	 	74,009	  	 	 	110	  	 	 	142	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	10	% 	 	 	82,232	  	 	 	—	  	 	 	16	  	
COP-USD	 	 	468,918	  	 	 	241	  	 	 	241	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	10	% 	 	 	521,019	  	 	 	—	  	 	 	27	  	
MXN-USD	 	 	440	  	 	 	32	  	 	 	32	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	10	% 	 	 	489	  	 	 	—	  	 	 	4	  	
ARS-USD	 	 	—	  	 	 	—	  	 	 	—	  	 	 	856	  	 	 	199	  	 	 	199	  	 	 	10	% 	 	 	—	  	 	 	951	  	 	 	(22	) 	
UYU-USD	 	 	—	  	 	 	—	  	 	 	—	  	 	 	19,474	  	 	 	979	  	 	 	979	  	 	 	10	% 	 	 	—	  	 	 	21,638	  	 	 	(109	) 	
BRL-USD	 	 	—	  	 	 	—	  	 	 	—	  	 	 	11,015	  	 	 	5,872	  	 	 	5,872	  	 	 	10	% 	 	 	—	  	 	 	12,239	  	 	 	(652	) 	

2012	 	
(in thousands)	 	Financial assets	 	 	Financial liabilities	 	 	Sensitivity analysis	 	
Functional—
Asset/liability
currency	 	Functional
currency	 	 	Asset
currency	 	 	U.S.
dollar	 	 	Functional
currency	 	 	Liability
currency	 	 	U.S.
dollar	 	 	Appreciation
of asset/
liability
currency vs.
functional	 	 	Functional
currency of
financial
assets	 	 	Functional
currency of
financial
liabilities	 	 	Profit or
(loss)
(U.S.
dollar)	 	
UYU-USD	 	 	—	  	 	 	—	  	 	 	—	  	 	 	12,793	  	 	 	651	  	 	 	651	  	 	 	10	% 	 	 	—	  	 	 	14,214	  	 	 	(72	) 	
CLP-USD	 	 	2,333,117	  	 	 	4,857	  	 	 	4,857	  	 	 	32,667	  	 	 	68	  	 	 	68	  	 	 	10	% 	 	 	2,592,354	  	 	 	36,296	  	 	 	532	  	
ARS-USD	 	 	—	  	 	 	—	  	 	 	—	  	 	 	469	  	 	 	97	  	 	 	97	  	 	 	10	% 	 	 	—	  	 	 	521	  	 	 	(11	) 	
MXN-USD	 	 	21,350	  	 	 	1,652	  	 	 	1,652	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	10	% 	 	 	23,722	  	 	 	—	  	 	 	184	  	
COP-USD	 	 	270,758	  	 	 	149	  	 	 	149	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	10	% 	 	 	300,842	  	 	 	—	  	 	 	17	  	
CLP-EUR	 	 	12,832	  	 	 	21	  	 	 	27	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	10	% 	 	 	14,258	  	 	 	—	  	 	 	3	  	
GTQ-USD	 	 	5,091	  	 	 	645	  	 	 	645	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	10	% 	 	 	5,657	  	 	 	—	  	 	 	71	  	

*	Financial liabilities correspond to borrowings in currencies other than functional currencies. Financial assets correspond to cash and cash equivalents in currencies other than functional currencies. Example of the impact on profit of an appreciation of the asset/liability currency versus the functional currency. If we were to conduct this sensitivity analysis, assuming a depreciation, the impact on profit would be the same, but with the opposite sign.	
Country risk
To manage or mitigate country risk, the Predecessor transfers to Europe the funds generated in Latin America that are not required for the pursuit of new, profitable business opportunities in the region.
The net amounts transferred in this respect in 2011 and 2012 were 68,879 and 15,471 thousand U.S. dollars, respectively in the form of dividends, interest and loan principal.
Interest rate risk
Interest rate risk arises mainly as a result of changes in interest rates which affect: (i) finance costs of debt bearing a variable interest rate (or short term maturity debt expected to be rolled over), and (ii) the value of non-current liabilities that bear fixed interest rates. Midco’s finance costs are exposed to fluctuations in interest rates.
 
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The rates to which the Predecessor was most exposed in 2011 and 2012 were mainly the Euribor rate and the Brasilian CDI interbank rate.
Net finance expense increased by 16% from 11,082 thousand U.S. dollars to 12,903 thousand U.S. dollars in 2011 and 2012, respectively. Excluding exchange gains/losses, net finance expense amounted to 8,262 thousand U.S. dollars and 11,927 thousand U.S. dollars in 2011 and 2012, respectively.
At November 30, 2012, 90% of the total nominal debt bears a variable interest rate (92% at December 31, 2011).
Sensitivity analysis of interest rate risk:
The sensitivity of finance costs to changes in interest rates can be illustrated by calculating the impact of a 100 basis point increase in all interest rates of currencies in which there is a financial position at November 30, 2012, and assuming no change in currency composition of the closing position.
Credit risk:
The Predecessor’s maximum exposure to credit risk on financial assets is the carrying amount of the financial assets (see Note 9).
The Predecessor seeks to conduct all its business with renowned national and international companies and institutions of established solvency in their countries of origin, so as to minimize credit risk. As a result of this policy, the Predecessor has no material adjustments to make to its trade accounts (see Notes 9 & 10).
The Predecessor’s commercial credit risk management approach is based on continuous monitoring of the risk assumed and the financial resources necessary to manage the Predecessor’s various units, in order to optimize the risk-reward relationship in the development and implementation of their business plans in their ordinary management.
Credit risk arising from cash and cash equivalents is managed by placing cash surpluses in high quality and highly liquid money-market assets. These placements are regulated by a Master Agreement which is revised annually based on conditions of the market and countries where the Predecessor operates. The Master Agreement sets: (i) the maximum amounts to be invested by counterparty based on their ratings (long- and short-term debt rating); (ii) the maximum period of the investment; and (iii) the instruments in which the surpluses may be invested.
The Predecessor’s maximum exposure to credit risk is primarily represented by the carrying amounts of its financial assets.
Liquidity risk:
The Predecessor seeks to match its debt maturity schedule to its capacity to generate cash flows to meet the payments falling due, factoring in a degree of cushion. In practice, this has meant that the Predecessor’s debt maturity must be longer than the length of time required to pay its debt (assuming that internal projections are met).
At December 31, 2011, and November 30, 2012, the average term to maturity of the Predecessor’s gross financial debt (126,960 thousand U.S. dollars and 90,462 thousand U.S. dollars, respectively) was 3.42 and 1.88 years, respectively. At the same dates, current financial assets and cash and cash equivalents totalled 106,480 thousand U.S. dollars and 85,858 thousand U.S. dollars, respectively, sufficient to enable the Predecessor to service its payables in accordance with the maturity schedule.
 
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Capital Management:
The Predecessor’s finance department, which is in charge of capital management, takes into consideration several factors when determining the Predecessor’s capital structure, with the aim of ensuring sustainability of the business and maximizing the value to shareholders. The Predecessor monitors its cost of capital with a goal of optimizing its capital structure. In order to do this, the Predecessor monitors the financial markets and updates to standard industry approaches for calculating weighted average cost of capital, or WACC.
These general principles are refined by other considerations and the application of specific variables, such as country risk in the broadest sense, or the volatility in cash flow generation, when determining the Predecessor financial structure. Considering the nature of these combined carve-out financial statements described in Note 1, no specific ratio related to capital management has been presented.
Fair value estimation:
The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows:
 
 	•	 	Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1).	
 
 	•	 	Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2).	
 
 	•	 	Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3).	
The following table presents the group’s assets and liabilities that are measured at fair value at 31 December 2011.

 	  	Thousands of U.S. dollars	 	
 	  	Level 1	 	  	Level 2	 	  	Level 3	 	  	Total	 	
Assets	  				  				  				  				
Derivatives (Note 9)	  	 	—	  	  	 	449	  	  	 	—	  	  	 	449	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total assets	  	 	—	  	  	 	449	  	  	 	—	  	  	 	449	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Liabilities	  				  				  				  				
Derivatives (Note 13)	  	 	—	  	  	 	2	  	  	 	—	  	  	 	2	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total liabilities	  	 	—	  	  	 	2	  	  	 	—	  	  	 	2	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
The following table presents the group’s assets and liabilities that are measured at fair value at 30 November 2012.

 	  	Thousands of U.S. dollars	 	
 	  	Level 1	 	  	Level 2	 	  	Level 3	 	  	Total	 	
Assets	  				  				  				  				
Derivatives	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total assets	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Liabilities	  				  				  				  				
Derivatives (Note 13)	  	 	—	  	  	 	1,000	  	  	 	—	  	  	 	1,000	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total liabilities	  	 	—	  	  	 	1,000	  	  	 	—	  	  	 	1,000	  	

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The fair value of financial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis.
The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives) is determined by using valuation techniques. These valuation techniques maximize the use of observable market data where it is available and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Specific valuation techniques used to value financial instruments include:
 
 	•	 	The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves;	
 
 	•	 	The fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date, with the resulting value discounted back to present value;	
6. INTANGIBLE ASSETS
The breakdown, amount and movement in intangible assets for the year ended December 31, 2011 and for the eleven month period ended November 30, 2012 were as follows:

 	  	Thousands of U.S. dollars	 	
 	  	Balance at
12/31/2010	 	 	Additions	 	 	Decreases
or
Disposals	 	 	Transfers	 	 	Translation
differences	 	 	Balance at
12/31/2011	 	
Cost:	  				 				 				 				 				 				
Development costs	  	 	4	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	4	  	
Intellectual Property	  	 	—	  	 	 	20,931	  	 	 	—	  	 	 	—	  	 	 	(809	) 	 	 	20,122	  	
Computer software	  	 	134,087	  	 	 	16,157	  	 	 	(145	) 	 	 	2,002	  	 	 	(13,226	) 	 	 	138,875	  	
Other intangible assets	  	 	77,323	  	 	 	5,817	  	 	 	(11,335	) 	 	 	—	  	 	 	(4,261	) 	 	 	67,544	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total intangible assets	  	 	211,414	  	 	 	42,905	  	 	 	(11,480	) 	 	 	2,002	  	 	 	(18,296	) 	 	 	226,545	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Accumulated depreciation:	  				 				 				 				 				 				
Development costs	  	 	(4	) 	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	(4	) 	
Intellectual Property	  	 	—	  	 	 	(1,349	) 	 	 	—	  	 	 	—	  	 	 	94	  	 	 	(1,255	) 	
Computer software	  	 	(96,811	) 	 	 	(14,325	) 	 	 	100	  	 	 	(3	) 	 	 	9,262	  	 	 	(101,777	) 	
Other intangible assets	  	 	(7,021	) 	 	 	(10,760	) 	 	 	2,756	  	 	 	3	  	 	 	944	  	 	 	(14,078	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total accumulated depreciation	  	 	(103,836	) 	 	 	(26,434	) 	 	 	2,856	  	 	 	—	  	 	 	10,300	  	 	 	(117,114	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Software impairment losses	  	 	(45	) 	 	 	—	  	 	 	45	  	 	 	—	  	 	 	—	  	 	 	—	  	
Other intangible assets	  	 	—	  	 	 	(8,237	) 	 	 	—	  	 	 	—	  	 	 	524	  	 	 	(7,713	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total impairment losses	  	 	(45	) 	 	 	(8,237	) 	 	 	45	  	 	 	—	  	 	 	524	  	 	 	(7,713	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net intangible assets	  	 	107,533	  	 	 	8,234	  	 	 	(8,579	) 	 	 	2,002	  	 	 	(7,472	) 	 	 	101,718	  	

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 	  	Thousands of U.S. dollars	 	
 	  	Balance at
12/31/2011	 	 	Additions	 	 	Decreases
or
Disposals	 	 	Transfers	 	 	Translation
differences	 	 	Balance at
11/30/2012	 	
Cost:	  				 				 				 				 				 				
Development costs	  	 	4	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	4	  	
Intellectual Property	  	 	20,122	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	74	  	 	 	20,196	  	
Computer software	  	 	138,875	  	 	 	8,393	  	 	 	(1,722	) 	 	 	1,017	  	 	 	(5,576	) 	 	 	140,987	  	
In process	  	 	—	  	 	 	96	  	 	 	—	  	 	 	—	  	 	 	1	  	 	 	97	  	
Other intangible assets	  	 	67,544	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	(1,538	) 	 	 	66,006	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total intangible assets	  	 	226,545	  	 	 	8,489	  	 	 	(1,722	) 	 	 	1,017	  	 	 	(7,039	) 	 	 	227,290	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Accumulated depreciation:	  				 				 				 				 				 				
Development costs	  	 	(4	) 	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	(4	) 	
Intellectual Property	  	 	(1,255	) 	 	 	(1,598	) 	 	 	—	  	 	 	381	  	 	 	(20	) 	 	 	(2,492	) 	
Computer software	  	 	(101,777	) 	 	 	(15,382	) 	 	 	1,722	  	 	 	—	  	 	 	4,788	  	 	 	(110,649	) 	
Other intangible assets	  	 	(14,078	) 	 	 	(9,175	) 	 	 	—	  	 	 	(381	) 	 	 	441	  	 	 	(23,193	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total accumulated depreciation	  	 	(117,114	) 	 	 	(26,155	) 	 	 	1,722	  	 	 	—	  	 	 	5,209	  	 	 	(136,338	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Other intangibles assets	  	 	(7,713	)  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	(307	) 	 	 	(8,020	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total impairment losses	  	 	(7,713	) 	 	 	—	  	 	 	—	  	 	 	—	  	 	 	(307	) 	 	 	(8,020	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net intangible assets	  	 	101,718	  	 	 	(17,666	) 	 	 	—	  	 	 	1,017	  	 	 	(2,137	) 	 	 	82,932	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
2011
On May 3, 2011, the AIT Group and Telefónica Internacional, S.A.U. (“TISA”) agreed to extend the duration of the contracts signed on November 13, 2009 recognizing the combined entities as the exclusive supplier of customer analysis services for certain Telefónica Group companies in Latin America from 36 to 48 months. The original contract was signed on October 30, 2009 by Digitex Informática, S.L. (“Digitex”) and TISA by which Digitex hired the services of TISA to act as intermediary to obtain the right to be an exclusive supplier of the customer analysis services for several Telefónica Group companies in Latin America. Subsequently, on November 13, 2009, an agreement was signed with Digitex to transfer part of the rights acquired by Digitex, with the explicit agreement of TISA.
As a result, AIT Group acquired the right to be the exclusive supplier, through its subsidiaries in Central and South America, of 80% of the abovementioned customer analysis services for 12 Telefónica Group companies in Latin America (amounting to approximately 59,199 thousands U.S. dollars), which has been classified under “other intangible assets”.
This asset was assessed for impairment due to the existence of indicators of potential impairment. The asset was considered impaired and an impairment loss was recognized. Decreases to “Other intangible assets” relate entirely to the portion of the impairment considered irreversible, net of accumulated amortization, for 8,579 thousand U.S. dollars (see Note 19g).
The impairment losses balance reflects the remainder of the reversible impairment loss of the asset for 8,237 thousand U.S. dollars. This impact was recognized in the accompanying consolidated income statement under “Other operating expenses” (see Note 19g).
On September 30, 2011, Atento Teleservicios España, S.A.U. and Telefónica de España S.A.U. agreed to sell the business related to the 11822, 11825, and 1212 telephone information services for 48,611 thousand U.S. dollars (36,000 thousand euros) based on a valuation performed by a third party. The amount paid (48,611 thousand U.S. dollars) was allocated to intangible assets (25,136 thousands U.S. dollars), goodwill (31,016 thousands U.S. dollars) and deferred tax liabilities (7,541 thousands U.S. dollars).
 
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On May 24, 2011, the AIT Group acquired the Atento brand through a purchase-sale agreement with Telefónica, S.A. for the amount of 1,669 thousand U.S. dollars (1,200 thousand euros).
2012
Additions of intangible assets mainly relate to acquisitions of computer software for 8,393 thousand U.S. dollars.
The breakdown of fully depreciated items of intangibles still in use at December 31, 2011, and November 30, 2012 is as follows:

 	  	Thousands of U.S. dollars	 	
 	  	12/31/2011	 	  	11/30/2012	 	
Computer software and other intangible assets	  	 	57,789	  	  	 	56,067	  	
	  	 	 	 	  	 	 	 	
Total	  	 	57,789	  	  	 	56,067	  	
	  	 	 	 	  	 	 	 	
7. GOODWILL
The breakdown, amount, and movement of goodwill in the combined entities in 2011 and 2012 are as follows (in thousands of USD):

 	 	Balance at
01/01/11	 	 	Additions	 	 	Translation
differences	 	 	Balance at
12/31/11	 	 	Additions	 	 	Translation
differences	 	 	Balance at
11/30/12	 	
Atento Brasil, Ltda.	 	 	121,218	  	 	 	—	  	 	 	(13,544	) 	 	 	107,674	  	 	 	—	  	 	 	(11,834	) 	 	 	95,840	  	
Teleatento del Perú, S.A.C.	 	 	37,851	  	 	 	—	  	 	 	1,586	  	 	 	39,437	  	 	 	—	  	 	 	1,773	  	 	 	41,210	  	
Atento Teleservicios España, S.A.	 	 	6,462	  	 	 	31,016	  	 	 	(1,500	) 	 	 	35,978	  	 	 	—	  	 	 	131	  	 	 	36,109	  	
Atento Chile, S.A	 	 	620	  	 	 	—	  	 	 	(61	) 	 	 	559	  	 	 	—	  	 	 	45	  	 	 	604	  	
Atento Ceská Republika, a.s.	 	 	5,766	  	 	 	—	  	 	 	(343	) 	 	 	5,423	  	 	 	—	  	 	 	136	  	 	 	5,559	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total	 	 	171,917	  	 	 	31,016	  	 	 	(13,862	) 	 	 	189,071	  	 	 	—	  	 	 	(9,749	) 	 	 	179,322	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
In the year ended December 31, 2011 and the eleven month period ended November 30, 2012 the movement of goodwill was due to translation differences affecting the initial amounts, and the purchase of the assets related to the 11822, 11825, and 1212 telephone information services businesses in an amount of 31,016 thousand U.S. dollars (See Note 6).
Regarding the impairment test of goodwill in accordance with IAS 36, Impairment of Assets, as of December 31, 2011 and as of November 30, 2012, judgments and estimates used to calculate the recoverable amount of goodwill as described in Note 3f indicate that the carrying amount of each item of goodwill is recoverable, based on the expected future cash flows from the CGU or groups of CGU to which they are allocated. The level of analysis performed by the Predecessor at a CGU level coincides with that performed at country level.
Cash flow forecasts are based on projected growth rates (average percentage is 2%) that are constant from year five. These tests are performed annually and whenever it is considered that the recoverable amount of goodwill may be impaired.
The estimated future cash flows are discounted to their present value using pre-tax discount rates, which factor in country and business risks and are applied as follows:

 	  	Discount rate	 	
U.S. dollars	  	Brazil	 	 	Chile	 	 	Spain	 	 	Peru	 	 	Czech Republic	 	
December 2011	  	 	12.66	% 	 	 	10.61	% 	 	 	10.87	% 	 	 	10.29	% 	 	 	8.88	% 	
November 2012	  	 	13.18	% 	 	 	11.28	% 	 	 	12.00	% 	 	 	10.29	% 	 	 	9.01	% 	
 
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The impairment tests conducted in 2011 and 2012 did not identify any impairment in the carrying value of goodwill, since the recoverable amount calculated based on value in use exceeded the carrying value, in all cases, of the related CGU.
The Predecessor has no intangible assets with indefinite useful life and therefore carries out no impairment tests of this type.
In addition, a sensitivity analysis was performed on changes that could reasonably be expected to occur in the principal measurement variables, and recoverable amount remains above the net carrying amount.
8. PROPERTY, PLANT AND EQUIPMENT
The breakdown, amount and movement in “Property, plant and equipment” in the year ended December 31, 2011 and the eleven month period ended November 30, 2012 were as follows:

 	  	Thousands of U.S. Dollars	 	
 	  	Balance at
12/31/2010	 	 	Additions	 	 	Decreases or
disposals	 	 	Transfers	 	 	Translation
differences	 	 	Balance at
12/31/2011	 	
Cost:	  				 				 				 				 				 				
Land and natural resources	  	 	70	  	 	 	—	  	 	 	(26	) 	 	 	—	  	 	 	(1	) 	 	 	43	  	
Buildings and leasehold improvements	  	 	4,504	  	 	 	7,478	  	 	 	(686	) 	 	 	—	  	 	 	(615	) 	 	 	10,681	  	
Plant, machinery and tools	  	 	53,056	  	 	 	1,909	  	 	 	(216	) 	 	 	747	  	 	 	(3,926	) 	 	 	51,570	  	
Furniture	  	 	519,684	  	 	 	84,973	  	 	 	(13,082	) 	 	 	5,138	  	 	 	(49,213	) 	 	 	547,500	  	
PP&E in progress	  	 	9,122	  	 	 	4,338	  	 	 	(129	) 	 	 	(7,887	) 	 	 	(263	) 	 	 	5,181	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total property, plant and equipment	  	 	586,436	  	 	 	98,698	  	 	 	(14,139	) 	 	 	(2,002	) 	 	 	(54,018	) 	 	 	614,975	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Accumulated depreciation:	  				 				 				 				 				 				
Buildings and leasehold improvements	  	 	(812	) 	 	 	(451	) 	 	 	327	  	 	 	—	  	 	 	47	  	 	 	(889	) 	
Plant, machinery and tools	  	 	(41,787	) 	 	 	(3,546	) 	 	 	29	  	 	 	(14	) 	 	 	3,115	  	 	 	(42,203	) 	
Furniture	  	 	(356,664	) 	 	 	(48,072	) 	 	 	10,914	  	 	 	14	  	 	 	30,635	  	 	 	(363,173	) 	
Total accumulated depreciation	  	 	(399,263	) 	 	 	(52,069	) 	 	 	11,270	  	 	 	—	  	 	 	33,797	  	 	 	(406,265	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Impairment losses on data processing	  				 				 				 				 				 				
Equipment	  	 	(36	) 	 	 	(297	) 	 	 	—	  	 	 	—	  	 	 	19	  	 	 	(314	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total impairment losses	  	 	(36	) 	 	 	(297	) 	 	 	—	  	 	 	—	  	 	 	19	  	 	 	(314	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net property, plant and equipment	  	 	187,137	  	 	 	46,332	  	 	 	(2,869	) 	 	 	(2,002	) 	 	 	(20,202	) 	 	 	208,396	  	

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 	  	Thousands of U.S. Dollars	 	
 	  	Balance at
12/31/2011	 	 	Additions	 	 	Decreases or
disposals	 	 	Transfers	 	 	Translation
differences	 	 	Balance at
11/30/2012	 	
Cost:	  				 				 				 				 				 				
Land and natural resources	  	 	43	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	43	  	
Buildings and leasehold improvements	  	 	10,681	  	 	 	609	  	 	 	—	  	 	 	(310	) 	 	 	40	  	 	 	11,020	  	
Plant, machinery and tools	  	 	51,570	  	 	 	420	  	 	 	(144	) 	 	 	(623	) 	 	 	2,792	  	 	 	54,015	  	
Furniture	  	 	547,500	  	 	 	53,538	  	 	 	(16,301	) 	 	 	4,609	  	 	 	(28,468	) 	 	 	560,878	  	
PP&E in progress	  	 	5,181	  	 	 	13,877	  	 	 	(47	) 	 	 	(4,692	) 	 	 	(881	) 	 	 	13,438	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total property, plant and equipment	  	 	614,975	  	 	 	68,444	  	 	 	(16,492	) 	 	 	(1,016	) 	 	 	(26,517	) 	 	 	639,394	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Accumulated depreciation:	  				 				 				 				 				 				
Buildings and leasehold improvements	  	 	(889	) 	 	 	(1,405	) 	 	 	—	  	 	 	—	  	 	 	(20	) 	 	 	(2,314	) 	
Plant, machinery and tools	  	 	(42,203	) 	 	 	(2,861	) 	 	 	55	  	 	 	—	  	 	 	(2,270	) 	 	 	(47,279	) 	
Furniture	  	 	(363,173	) 	 	 	(47,727	) 	 	 	14,157	  	 	 	—	  	 	 	17,320	  	 	 	(379,423	) 	
Total accumulated depreciation	  	 	(406,265	) 	 	 	(51,993	) 	 	 	14,212	  	 	 	—	  	 	 	15,030	  	 	 	(429,016	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Impairment losses on data processing equipment	  	 	(314	) 	 	 	(38	) 	 	 	26	  	 	 	—	  	 	 	(81	) 	 	 	(407	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total impairment losses	  	 	(314	) 	 	 	(38	) 	 	 	26	  	 	 	—	  	 	 	(81	) 	 	 	(407	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net property, plant and equipment	  	 	208,396	  	 	 	16,413	  	 	 	(2,254	) 	 	 	(1,016	) 	 	 	(11,568	) 	 	 	209,971	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Depreciation expense of 52,069 and 51,993 has been included in “Depreciation and amortization” in 2011 and 2012, respectively (see Note 19f).
The PP&E in progress balance is comprised of assets acquired but not placed in use as of December 31, 2011 and November 30, 2012.
PP&E includes the following amounts where the Predecessor is a lessee under a finance lease:

 	  	Thousands of U.S. dollars	 	
 	  	12/31/2011	 	 	11/30/2012	 	
Cost-capitalized finance lease	  	 	1,337	  	 	 	7,636	  	
Accumulated depreciation	  	 	(641	) 	 	 	(755	) 	
	  	 	 	 	 	 	 	 	
Net book amount	  	 	696	  	 	 	6,881	  	
	  	 	 	 	 	 	 	 	
The movements in the PP&E balance were due to the following transactions:
2011
The additions mainly relate to investments in Colombia, Spain and Argentina for the upgrade of equipment and to renovate and upgrade obsolete equipment at existing centers and bring it in line with customer requirements, and in Brazil and Peru to adapt new centers.
2012
In the eleven months ended November 30, 2012, investments amounting to 50,578 thousand U.S. dollars were made in furniture, plant and equipment in Brazil for the construction of the new “Uruguay Site” and to maintain business with customers in that country. Additions in Spain amounted to 6,262 thousand U.S. dollars to build centers in a number of places (e.g. Glorias, Bilbao, Perú) given the need for an increasing number of positions to meet customer demand.
 
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Disposals of assets relate mainly to replacements of old equipment with new equipment acquired under a finance lease.
The breakdown of fully depreciated items of property, plant and equipment still in use at December 31, 2011 and November 30, 2012 is as follows:

 	  	Thousands of U.S. Dollars	 	
 	  	12/31/2011	 	  	11/30/2012	 	
Plant machinery and tools	  	 	32,077	  	  	 	904	  	
Furniture and other	  	 	245,339	  	  	 	260,020	  	
	  	 	 	 	  	 	 	 	
Total	  	 	277,416	  	  	 	260,924	  	
	  	 	 	 	  	 	 	 	
The combined companies hold insurance policies to cover the potential risks related to property, plant and equipment used in operation.
9. FINANCIAL ASSETS
The breakdown of the Predecessor´s financial assets by category at December 31, 2011 and November 30, 2012 are as follows:

 	  	December 31, 2011	 	
 	  	Thousands of U.S. dollars	 	
 	  	Other financial
assets at fair value
through P&L	 	  	Loans,
receivables,
and other	 	  	Held-to
maturity
investments	 	  	Hedging
derivatives	 	  	Total	 	
Non-Current Financial Assets	  				  				  				  				  				
Loans	  	 	—	  	  	 	23	  	  	 	—	  	  	 	—	  	  	 	23	  	
Loans with related party (Note 23)	  	 	—	  	  	 	1,112	  	  	 	—	  	  	 	—	  	  	 	1,112	  	
Investments	  	 	—	  	  	 	3,291	  	  	 	—	  	  	 	—	  	  	 	3,291	  	
Deposits and guarantees given	  	 	—	  	  	 	47,326	  	  	 	—	  	  	 	—	  	  	 	47,326	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total	  	 	—	  	  	 	51,752	  	  	 	—	  	  	 	—	  	  	 	51,752	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Current Financial Assets	  				  				  				  				  				
Trade and other receivables (excluding pre-payments)	  	 	—	  	  	 	481,415	  	  	 	—	  	  	 	—	  	  	 	481,415	  	
Short-term loans	  	 	—	  	  	 	21,698	  	  	 	—	  	  	 	—	  	  	 	21,698	  	
Deposits and guarantees	  	 	—	  	  	 	2,428	  	  	 	—	  	  	 	—	  	  	 	2,428	  	
Other short term financial instruments	  	 	—	  	  	 	—	  	  	 	—	  	  	 	449	  	  	 	449	  	
Cash and cash equivalents (Note 11)	  				  	 	81,905	  	  	 	—	  	  	 	—	  	  	 	81,905	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total	  	 	—	  	  	 	587,446	  	  	 	—	  	  	 	449	  	  	 	587,895	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total financial assets	  	 	—	  	  	 	639,175	  	  	 	—	  	  	 	449	  	  	 	639,624	  	

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 	  	November 30, 2012	 	
 	  	Thousands of U.S. dollars	 	
 	  	Other financial
assets at fair value
through P&L	 	  	Loans,
receivables,
and other	 	  	Held-to
maturity
investments	 	  	Hedging
derivatives	 	  	Total	 	
Non-Current Financial Assets	  				  				  				  				  				
Loans	  	 	—	  	  	 	7,528	  	  	 	—	  	  	 	—	  	  	 	7,528	  	
Deposits and guarantees given	  	 	—	  	  	 	48,839	  	  	 	—	  	  	 	—	  	  	 	48,839	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total	  	 	—	  	  	 	56,367	  	  	 	—	  	  	 	—	  	  	 	56,367	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Current Financial Assets	  				  				  				  				  				
Trade and other receivables (excluding pre-payments)	  	 	—	  	  	 	540,799	  	  	 	—	  	  	 	—	  	  	 	540,799	  	
Short-term loans	  	 	—	  	  	 	33,717	  	  	 	—	  	  	 	—	  	  	 	33,717	  	
Deposits and guarantees given	  	 	—	  	  	 	2,523	  	  	 	—	  	  	 	—	  	  	 	2,523	  	
Cash and cash equivalents (Note 11)	  	 	—	  	  	 	49,618	  	  	 	—	  	  	 	—	  	  	 	49,618	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total	  	 	—	  	  	 	626,657	  	  	 	—	  	  	 	—	  	  	 	626,657	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total financial assets	  	 	—	  	  	 	683,024	  	  	 	—	  	  	 	—	  	  	 	683,024	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
The categories in this disclosure are determined by IAS 39, Financial Instruments: Recognition and Measurement (“IAS 39). The breakdown presented excludes pre-payments from the ‘trade and other receivables’ balance of 3,519 and 5,511 thousand U.S. dollars for 2011 and 2012, respectively, as this analysis is required only for financial instruments.
The balances of “Deposits and guarantees given” at December 31, 2011 and at November 30, 2012 mainly include deposits posted with the courts in respect of legal disputes with employees by subsidiary Atento Brasil, S.A. and for litigation underway with the Brazilian social security authority, the “Instituto Nacional do Seguro Social” (INSS—see Note 17).
Within “Current financial assets”, at December 31, 2011 and at November 30, 2012, “short-term loans” totaled 21,698 and 33,717 thousand U.S. dollars, respectively, comprising primarily of short-term balances on deposits in Brazilian banks (21,311 and 33,713 thousand U.S. dollars, respectively), which accrued in both periods an average interest rate of approximately 11%.
The Predecessor mainly conducts transactions with the Telefónica Group and BBVA. Financial asset fair value approximates the related book value as such the credit risk mainly relates to the book value of the financial assets.
 
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10. TRADE AND OTHER RECEIVABLES
The breakdown of “Trade and other receivables” at December 31, 2011 and November 30, and 2012 is as follows:

 	  	Thousands of U.S. dollars	 	
 	  	Balance at
12/31/2011	 	 	Balance at
11/30/2012	 	
Trade receivables from third parties	  	 	210,359	  	 	 	226,191	  	
	  	 	 	 	 	 	 	 	
Receivable from Related Parties	  	 	253,671	  	 	 	307,815	  	
Sundry receivables from Related Parties	  	 	2,610	  	 	 	4,341	  	
	  	 	 	 	 	 	 	 	
Total receivables from Related Parties (Note 23)	  	 	256,281	  	 	 	312,156	  	
	  	 	 	 	 	 	 	 	
Other receivables	  	 	7,760	  	 	 	9,990	  	
Receivable from employees	  	 	10,775	  	 	 	11,331	  	
Prepayments of current expenses	  	 	3,519	  	 	 	5,511	  	
Impairment allowances	  	 	(3,760	) 	 	 	(18,869	) 	
	  	 	 	 	 	 	 	 	
Trade and other receivables	  	 	484,934	  	 	 	546,310	  	
	  	 	 	 	 	 	 	 	
The amounts and breakdown of “Trade receivables from third parties” at December 31, 2011 and November 30, 2012 are as follows:

 	  	Thousands of U.S. dollars	 	
 	  	Balance at
12/31/2011	 	  	Balance at
11/30/2012	 	
Receivables billed	  	 	140,858	  	  	 	150,416	  	
Receivables unbilled	  	 	69,501	  	  	 	75,775	  	
	  				  	 	—	  	
	  	 	 	 	  	 	 	 	
Trade receivables	  	 	210,359	  	  	 	226,191	  	
	  	 	 	 	  	 	 	 	
The amounts and breakdown of “Receivable from Related parties” at December 31, 2011 and November 30, 2012 are as follows:

 	  	Thousands of U.S. dollars	 	
 	  	Balance at
12/31/2011	 	  	Balance at
11/30/2012	 	
Receivables billed	  	 	162,156	  	  	 	154,914	  	
Receivables unbilled	  	 	91,515	  	  	 	152,901	  	
	  	 	 	 	  	 	 	 	
Receivable from Related Parties	  	 	253,671	  	  	 	307,815	  	
	  	 	 	 	  	 	 	 	
Receivables unbilled represent revenue for which services have been rendered but remain unbilled due to the timing of when the services are rendered and billed. The book value of trade and other receivables approximates fair value.
 
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The breakdown of movements in “Impairment allowances” in 2011 and 2012 is as follows:

 	  	Thousands of
U.S. dollars	 	
Impairment allowances at 12/31/2010	  	 	(3,967	) 	
	  	 	 	 	
Allowances	  	 	(3,282	) 	
Reversals	  	 	592	  	
Applications	  	 	2,543	  	
Translation differences	  	 	354	  	
	  	 	 	 	
Impairment allowances at 12/31/2011	  	 	(3,760	) 	
	  	 	 	 	
Allowances	  	 	(13,945	) 	
Reversals	  	 	—	  	
Applications	  	 	(939	) 	
Translation differences	  	 	(225	) 	
	  	 	 	 	
Impairment allowances at 11/30/2012	  	 	(18,869	) 	
	  	 	 	 	
The ageing of receivables for 2011 and 2012 is as follows

 	  	Thousands of U.S. dollars	 	  	Amount due	 	
 	  	Balance at
12/31/2011	 	  	Amount not yet
due	 	  	Up to 90
days	 	  	90 – 180
days	 	  	180 – 360
days	 	  	More than 360
days	 	
Receivables billed	  	 	140,858	  	  	 	79,837	  	  	 	41,952	  	  	 	11,358	  	  	 	5,821	  	  	 	1,890	  	

 	  	Balance at
11/30/2012	 	  	Amount not yet
due	 	  	Up to 90
days	 	  	90 – 180
days	 	  	180 – 360
days	 	  	More than 360
days	 	
Receivables billed	  	 	150,416	  	  	 	101,533	  	  	 	31,229	  	  	 	14,134	  	  	 	525	  	  	 	2,995	  	
As of November 30, 2012, the amount of the provision was 18,869 thousands of U.S. dollars (2011: 3,760 thousands of U.S. dollars).
The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivables mentioned above. The Predecessor does not hold any collateral as security.
Receivables from employees are mainly comprised of salary advances to employees of the combined entities.
11. CASH AND CASH EQUIVALENTS
The breakdown of cash held is as follows:

 	  	Thousands of U.S. dollars	 	
 	  	Balance at
12/31/2011	 	  	Balance at
11/30/2012	 	
Cash at bank and in hand	  	 	81,905	  	  	 	49,618	  	
Cash equivalents	  	 	—	  	  	 	—	  	
	  	 	 	 	  	 	 	 	
Cash and cash equivalents	  	 	81,905	  	  	 	49,618	  	
	  	 	 	 	  	 	 	 	
All cash and cash equivalent balances at combined entities comprising the Predecessor are available for use without restriction.
 
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12. FINANCIAL LIABILITIES
The breakdown of the Predecessor´s financial liabilities by category at December 31, 2011 and November 30, 2012 is as follows:

 	  	December 31, 2011	 	
 	  	Thousands of U.S. dollars	 	
 	  	Liabilities at fair
value through
P&L	 	  	Derivatives
used for
hedging	 	 	Other financial
liabilities at
amortized cost	 	  	Total	 	
Non-Current Financial Liabilities	  				  				 				  				
Bank Borrowings	  	 	—	  	  	 	—	  	 	 	111,588	  	  	 	111,588	  	
Derivative financial instruments	  	 	—	  	  	 	336	  	 	 	—	  	  	 	336	  	
Other non-trade payables	  	 	—	  	  	 	—	  	 	 	65	  	  	 	65	  	
	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	
Total	  	 	—	  	  	 	336	  	 	 	111,653	  	  	 	111,989	  	
	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	
Current Financial Liabilities	  				  				 				  				
Bank Borrowings	  	 	—	  	  	 	—	  	 	 	15,370	  	  	 	15,370	  	
Derivative financial instruments	  	 	—	  	  	 	(334	) 	 	 	—	  	  	 	(334	) 	
Other non-trade payables	  	 	—	  	  	 	—	  	 	 	68,763	  	  	 	68,763	  	
Trade payables	  	 	—	  	  	 	—	  	 	 	103,174	  	  	 	103,174	  	
	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	
Total	  	 	—	  	  	 	(334	) 	 	 	187,307	  	  	 	186,973	  	
	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	
Total financial liabilities	  	 	—	  	  	 	2	  	 	 	298,960	  	  	 	298,962	  	

																	
 	  	November 30, 2012	 	
 	  	Thousands of U.S. dollars	 	
 	  	Liabilities at fair
value through
P&L	 	  	Derivatives
used for
hedging	 	  	Other financial
liabilities at
amortized cost	 	  	Total	 	
Non-Current Financial Liabilities	  				  				  				  				
Bank Borrowings	  	 	—	  	  	 	—	  	  	 	74,607	  	  	 	74,607	  	
Derivative financial instruments	  	 	—	  	  	 	819	  	  	 	—	  	  	 	819	  	
Other non-trade payables	  	 	—	  	  	 	—	  	  	 	56	  	  	 	56	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total	  	 	—	  	  	 	819	  	  	 	74,663	  	  	 	75,482	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Current Financial Liabilities	  				  				  				  				
Bank Borrowings	  	 	—	  	  	 	—	  	  	 	12,834	  	  	 	12,834	  	
Derivative financial instruments	  	 	—	  	  	 	183	  	  	 	—	  	  	 	183	  	
Other non-trade payables	  	 	—	  	  	 	—	  	  	 	45,269	  	  	 	45,269	  	
Trade payables	  	 	—	  	  	 	—	  	  	 	103,826	  	  	 	103,826	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total	  	 	—	  	  	 	183	  	  	 	161,929	  	  	 	162,112	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total financial liabilities	  	 	—	  	  	 	1,002	  	  	 	236,592	  	  	 	237,594	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
The categories in this disclosure are determined by IAS 39.
 
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13. INTEREST-BEARING DEBT AND DERIVATIVES
Interest-bearing debt and derivatives at December 31, 2011 and November 30, 2012 was as follows:

 	  	Thousands of U.S. dollars	 	
 	  	December 31, 2011	 	 	November 30, 2012	 	
Current	  				 				
Foreign-currency loans	  	 	8,856	  	 	 	12,489	  	
U.S. dollar loans	  	 	6,514	  	 	 	345	  	
Financial instruments—Derivatives (note 12)	  	 	(334	) 	 	 	183	  	
	  	 	 	 	 	 	 	 	
Total current interest-bearing debt	  	 	15,036	  	 	 	13,017	  	
	  	 	 	 	 	 	 	 	
Non-Current	  				 				
Foreign-currency loans	  	 	110,927	  	 	 	74,134	  	
U.S. dollar loans	  	 	661	  	 	 	473	  	
Financial instruments—Derivatives (note 12)	  	 	336	  	 	 	819	  	
	  	 	 	 	 	 	 	 	
Total non-current interest-bearing debt	  	 	111,924	  	 	 	75,426	  	
	  	 	 	 	 	 	 	 	
Total loans	  	 	126,960	  	 	 	88,443	  	
	  	 	 	 	 	 	 	 	
The loans listed above mature until 2016 and bear interest at an average rate of 2.90% (2011: 4.14%).
Derivatives are represented by interest rate swaps and they are held to hedge interest rate risk associated to the syndicated credit facility in euros described below. The notional amount of such derivatives is 35,709 thousands Euros.
The exposure of the group’s borrowings based on the maturity date at the end of the reporting period is as follows:

 	  	Thousands of U.S. dollars	 	
 	  	December 31, 2011	 	  	November 30, 2012	 	
1 year or less	  	 	15,036	  	  	 	13,017	  	
1 to 2 years	  	 	11,831	  	  	 	73,147	  	
2 to 3 years	  	 	5,249	  	  	 	2,090	  	
3 to 4 years	  	 	94,542	  	  	 	189	  	
Over 5 years	  	 	302	  	  	 	—	  	
	  	 	 	 	  	 	 	 	
	  	 	126,960	  	  	 	88,443	  	
	  	 	 	 	  	 	 	 	
The carrying amounts and fair value of the borrowings are as follows:

 	  	Thousands of U.S. dollars	 	
 	  	Carrying amount	 	  	Fair value	 	
 	  	December 31, 2011	 	  	November 30, 2012	 	  	December 31, 2011	 	  	November 30, 2012	 	
Foreign-currency loans	  	 	119,783	  	  	 	86,625	  	  	 	119,783	  	  	 	86,625	  	
U.S. dollar loans	  	 	7,175	  	  	 	818	  	  	 	7,175	  	  	 	818	  	
Financial instruments—Derivatives (note 12)	  	 	2	  	  	 	1,000	  	  	 	2	  	  	 	1,000	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total loans	  	 	126,960	  	  	 	88,443	  	  	 	126,960	  	  	 	88,443	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
The fair value hierarchy of the borrowings is level 2. The fair value methodology used for the disclosure of fair value is based on discounted cash flows.
 
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U.S. dollar loans
 
 	•	 	On November 16, and December 9, 2010, Atento Brasil, S.A. arranged loans with Bradesco. The amount of loans were 5,834 and 19,905 thousands of U.S. dollars, respectively. These loans matured on November 11, and December 5, 2011, respectively. The interest rates applicable to these loans were 11.44% and 11.85%, respectively. On November 11, 2011, an extension to one loan was granted by Bradesco. The loan was for 5,834 thousands U.S. dollars, matured on November 5, 2012, and had interest of 11.26%.	
 
 	•	 	U.S. dollar loans also include a finance lease for 651 thousands of U.S. dollar held by Woknal, S.A. which commenced on October 2010 and matures on April 2014.	
An overview of the foreign-currency loans outstanding at December 31, 2011 and November 30, 2012 is given below:

 	  	Outstanding balance at December 31, 2011
(in thousands of local currency and U.S. dollars)	 	
 	  	Local currency	 	  	Underlying debt in
dollars	 	  	Derivatives
committed in
dollars (*)	 	  	Total	 	
EUR	  	 	81,196	  	  	 	105,060	  	  	 	—	  	  	 	105,060	  	
MAD	  	 	21,200	  	  	 	2,464	  	  	 	—	  	  	 	2,464	  	
COP	  	 	10,961,873	  	  	 	5,643	  	  	 	—	  	  	 	5,643	  	
CLP	  	 	82,234	  	  	 	158	  	  	 	—	  	  	 	158	  	
ARS	  	 	27,839	  	  	 	6,458	  	  	 	—	  	  	 	6,458	  	
	  				  	 	 	 	  	 	 	 	  	 	 	 	
Total	  				  	 	119,783	  	  	 	—	  	  	 	119,783	  	
	  				  	 	 	 	  	 	 	 	  	 	 	 	
Euro loans
 
 	•	 	On March 29, 2011, Atento, N.V. and Atento Teleservicios España, S.A.U., entered into a syndicated credit facility with Banco Santander, S.A. and HSBC Bank plc. The loan comprises two separate facilities. Facility A is a term loan which will be repaid in installments of 15% at the end of 2012, 20% at the end of 2013, 25% at the end of 2014 and the remaining 40% at March 29, 2015, while all amounts under Facility B shall be repaid on the last day of each interest period unless they are refinanced on such date by means of a new loan entered into under Facility B, the aggregate amount of which being equal to or less than the maturing amount borrowed under Facility B due for repayment until the final maturity date, which is March 29, 2015. The maturity schedule is as follows:	

Year	  	Tranche A	 	  	Tranche B	 	
Current	  	 	2,845	  	  	 	—	  	
Non-current	  	 	80,866	  	  	 	21,349	  	
	  	 	83,711	  	  	 	21,349	  	

 	•	 	The interest rate for each period is the annual rate calculated by adding the spread applicable at any given time under the terms of the credit facility agreement and the EURIBOR rate at a term equivalent to the interest period agreed at all times. The interest on the syndicated credit facility is linked to the EURIBOR rate plus a spread ranging from 1.60% to 2.10% based on compliance with the net financial debt/EBITDA ratio.	
 
 	•	 	The commitments and obligations of the parties are those ordinarily assumed in syndicated financing transactions. Some of the financing arranged by Atento is subject to compliance with certain financial covenants on consolidated figures. All the covenants were being complied with at the date of preparation of these combined carve-out financial statements.	
 
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 	•	 	This credit facility is guaranteed by other Atento companies (the “Guarantors”). At the date of these combined carve-out financial statements, the Guarantors are Atento Brasil, S.A. and Atento Mexicana, S.A. de C.V.	
Other foreign-currency loans
 
 	•	 	On February 28, 2011, Atento Colombia, S.A. arranged a loan with BBVA Colombia for 15,700,000 thousand Colombian pesos, maturing on February 28, 2013. Applicable interest is DTF plus a spread of 1.8%. The loan was pre-paid on November 28, 2012. The amount of this loan as of December 31, 2011 was 4,969 thousands U.S. dollars.	
 
 	•	 	On July 21, 2011, Atento Colombia, S.A. arranged a loan with BBVA Colombia for 1,800,000 thousand Colombian pesos. The loan matured and was repaid on July 19, 2012 and had interest of DTF plus a spread of 2.5%. The amount of this loan as of December 31, 2011 was 673 thousands U.S. dollars.	
 
 	•	 	On April 15, 2011, Microcentro, S.A. arranged a loan with HSBC Argentina, S.A. for 8,000 thousand Argentinean pesos, maturing on April 12, 2013, with interest of 19%. This loan was pre-paid on November 28, 2011.	
 
 	•	 	On April 15, 2011, Centro de Contactos Salta arranged a loan with HSBC Argentina, S.A. for 18,300 thousand Argentinean pesos, maturing on April 12, 2013, with interest of 19%. This loan was pre-paid on November 28, 2011.	
 
 	•	 	On June 28, 2011, Atento Marruecos, S.A. arranged a loan with Banco Sabadell, for 21,200 thousand dirham, maturing on June 28, 2016, with interest of 6%. A portion of this loan of 10,000 dirham was pre-paid November 2012. As of November 30, 2012 this loan had an outstanding balance of 879 thousand U.S. dollars (2,464 U.S. dollars as of December 31, 2011).	
 
 	•	 	Other foreign currency loans include a finance lease held by Atento Chile, S.A. which was cancelled on November 2013. As of November 30, 2012 this loan had an outstanding balance of 74 thousands U.S. dollars (158 thousands U.S. dollars as of December 31, 2011).	

 	  	Outstanding balance at November 30, 2012
(in thousands of local currency and U.S. dollars)	 	
 	  	Local currency	 	  	Underlying debt in
dollars	 	  	Derivatives
committed in
dollars (*)	 	  	Total	 	
EUR	  	 	60,659	  	  	 	78,770	  	  	 	—	  	  	 	78,770	  	
BRL	  	 	14,540	  	  	 	6,900	  	  	 	—	  	  	 	6,900	  	
MAD	  	 	7,547	  	  	 	879	  	  	 	—	  	  	 	879	  	
CLP	  	 	35,621	  	  	 	74	  	  	 	—	  	  	 	74	  	
	  				  				  	 	—	  	  				
Total	  				  	 	86,623	  	  	 	—	  	  	 	86,623	  	

 	•	 	On January 2, 2012, Atento Brasil, S.A. arranged a loan with Banco Santander for 30,000 thousand Brazilian reais. It matures on January 2, 2014 and bears interest at 112.8% of the CDI. This loan was pre-paid on November 2012.	
 
 	•	 	On March 1, 2012, Atento Brasil, S.A. arranged a loan with Banco Santander for 40,000 thousand Brazilian reais, maturing on January 2, 2014 and bearing interest at 112.5% of the CDI. This loan was pre-paid on November 2012.	
 
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14. OTHER NON-TRADE PAYABLES
The breakdown of “Other non-trade payables” in 2011 and 2012 is as follows:

 	  	Thousands of U.S dollars	 	
 	  	Balance at
12/31/2011	 	  	Balance at
11/30/2012	 	
Current	  				  				
Wages and salaries payable	  	 	112,687	  	  	 	138,573	  	
Payables to suppliers of property, plant and Equipment	  	 	57,996	  	  	 	36,434	  	
Other non-trade payables	  	 	8,546	  	  	 	2,965	  	
Other non-trade payables to related parties	  	 	2,221	  	  	 	5,870	  	
Deferred income	  	 	470	  	  	 	796	  	
	  	 	 	 	  	 	 	 	
Total other non-trade payables	  	 	181,920	  	  	 	184,638	  	
	  	 	 	 	  	 	 	 	
Non-current	  				  				
Other payables	  	 	65	  	  	 	56	  	
Deferred income	  	 	33	  	  	 	21	  	
	  	 	 	 	  	 	 	 	
Total other non-trade payables	  	 	98	  	  	 	77	  	
	  	 	 	 	  	 	 	 	
“Non-current other payables” mainly includes amounts owed to public administrations by Atento Brasil, S.A. and deferred income is primarily composed of government grants.
15. TRADE PAYABLES
The breakdown of “Trade payables” at December 31, 2011 and November 30, 2012, is as follows:

 	  	Thousands of U.S. dollars	 	
 	  	Balance at
12/31/2011	 	  	Balance at
11/30/2012	 	
Current	  				  				
Payable on purchases	  	 	75,121	  	  	 	58,088	  	
Other trade payable to related parties	  	 	28,027	  	  	 	29,566	  	
Advances received	  	 	26	  	  	 	9,006	  	
Other trade payable	  	 	—	  	  	 	7,166	  	
	  	 	 	 	  	 	 	 	
Total	  	 	103,174	  	  	 	103,826	  	
	  	 	 	 	  	 	 	 	
At November 30, 2012, advances received of 9,006 thousand U.S. dollars represent cash received from the Telefónica Group for client services to be performed.
16. NON-CONTROLLING INTERESTS
In 2011 and 2012, changes recognized in non-controlling interests (NCI) were as follows:

 	  	Thousands of U.S. dollars	 	
Company (non-controlling interest)	  	Balance at
12/31/2010	 	 	Profit for
the year	 	 	Dividends
paid	 	  	Transfers	 	  	Translation
differences	 	 	Balance at
12/31/2011	 	
Atento Chile, S.A. (Telefónica Chile)	  	 	13,872	  	 	 	2,356	  	 	 	—	  	  	 	—	  	  	 	(1,462	) 	 	 	14,766	  	
Atento Centro de Formación	  	 	94	  	 	 	(4	) 	 	 	—	  	  	 	—	  	  	 	(4	) 	 	 	86	  	
Atento Educación Limitada (Telefónica Chile)	  	 	(294	) 	 	 	45	  	 	 	—	  	  	 	—	  	  	 	(45	) 	 	 	(294	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	
Total	  	 	13,672	  	 	 	2,397	  	 	 	—	  	  	 	—	  	  	 	(1,511	) 	 	 	14,558	  	

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 	  	 	 	 	Thousands of U.S. dollars	 	
Company (non-controlling interest)	  	Balance at
12/31/2011	 	 	Profit for
the year	 	  	Dividends
paid	 	 	Transfers	 	  	Translation
differences	 	 	Acquisition
of NCI	 	 	Balance at
11/30/2012	 	
Atento Chile, S.A. (Telefónica Chile)	  	 	14,766	  	 	 	361	  	  	 	(5,790	) 	 	 	—	  	  	 	1,181	  	 	 	(10,518	) 	 	 	—	  	
Atento Centro de Formación	  	 	86	  	 	 	—	  	  	 	—	  	 	 	—	  	  	 	2	  	 	 	(88	) 	 	 	—	  	
Atento Educación Limitada (Telefónica Chile)	  	 	(294	) 	 	 	46	  	  	 	—	  	 	 	—	  	  	 	(107	) 	 	 	355	  	 	 	—	  	
	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	
Total	  	 	14,558	  	 	 	407	  	  	 	(5,790	) 	 	 	—	  	  	 	1,076	  	 	 	(10,251	) 	 	 	—	  	
	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	
17. PROVISIONS AND CONTINGENCIES
The amounts of and changes in current and non-current provisions for the year ended December 31, 2011 and the eleven month period ended November 30, 2012 are as follows:

 	  	Balance at
12/31/2010	 	  	Increases	 	  	Decreases	 	 	Unwinding
Discount	 	 	Transfers	 	 	Translation
differences	 	 	Balance at
12/31/2011	 	
Non-current	  				  				  				 				 				 				 				
Provision for employee benefits	  	 	—	  	  	 	197	  	  	 	(586	) 	 	 	—	  	 	 	902	  	 	 	(57	) 	 	 	456	  	
Provision for tax	  	 	—	  	  	 	24	  	  	 	—	  	 	 	—	  	 	 	—	  	 	 	(1	) 	 	 	23	  	
Provision for dismantling	  	 	9,949	  	  	 	2,077	  	  	 	—	  	 	 	1,077	  	 	 	—	  	 	 	(1,419	) 	 	 	11,684	  	
Provisions for other claims	  	 	33	  	  	 	347	  	  	 	—	  	 	 	—	  	 	 	—	  	 	 	(25	) 	 	 	355	  	
	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total	  	 	9,982	  	  	 	2,645	  	  	 	(586	) 	 	 	1,077	  	 	 	902	  	 	 	(1,502	) 	 	 	12,518	  	
	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Current	  				  				  				 				 				 				 				
Provision for employee benefits	  	 	—	  	  	 	1,488	  	  	 	—	  	 	 	—	  	 	 	—	  	 	 	(103	) 	 	 	1,385	  	
Provision for employee claims	  	 	—	  	  	 	18,050	  	  	 	(24,664	) 	 	 	(2,908	) 	 	 	30,629	  	 	 	(1,431	) 	 	 	19,676	  	
Provision for tax	  	 	—	  	  	 	793	  	  	 	—	  	 	 	—	  	 	 	—	  	 	 	16	  	 	 	809	  	
Provision for dismantling	  	 	1,201	  	  	 	270	  	  	 	(431	) 	 	 	144	  	 	 	—	  	 	 	(132	) 	 	 	1,052	  	
Provisions for other claims	  	 	4,891	  	  	 	225	  	  	 	(175	) 	 	 	1	  	 	 	(4,229	) 	 	 	(180	) 	 	 	533	  	
Other provisions	  	 	6,830	  	  	 	8	  	  	 	(859	) 	 	 	—	  	 	 	(5,175	) 	 	 	(182	) 	 	 	622	  	
	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total	  	 	12,922	  	  	 	20,834	  	  	 	(26,129	) 	 	 	(2,763	) 	 	 	21,225	  	 	 	(2,012	) 	 	 	24,077	  	

																													
 	  	Balance at
12/31/2011	 	  	Increases	 	  	Decreases	 	 	Unwinding
Discount	 	  	Transfers	 	  	Translation
differences	 	 	Balance at
11/30/2012	 	
Non-current	  				  				  				 				  				  				 				
Provision for employee benefits	  	 	456	  	  	 	3,069	  	  	 	—	  	 	 	—	  	  	 	—	  	  	 	(177	) 	 	 	3,348	  	
Provision for tax	  	 	23	  	  	 	4,950	  	  	 	—	  	 	 	297	  	  	 	—	  	  	 	(421	) 	 	 	4,849	  	
Provision for dismantling	  	 	11,684	  	  	 	5,127	  	  	 	(208	) 	 	 	—	  	  	 	—	  	  	 	(1,600	) 	 	 	15,003	  	
Other provisions	  	 	355	  	  	 	—	  	  	 	—	  	 	 	—	  	  	 	—	  	  	 	—	  	 	 	355	  	
	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	
Total	  	 	12,518	  	  	 	13,146	  	  	 	(208	) 	 	 	297	  	  	 	—	  	  	 	(2,198	) 	 	 	23,555	  	
	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	
Current	  				  				  				 				  				  				 				
Provision for employee benefits	  	 	1,385	  	  	 	—	  	  	 	(1,372	) 	 	 	—	  	  	 	—	  	  	 	(13	) 	 	 	—	  	
Provision for employee claims	  	 	19,676	  	  	 	19,610	  	  	 	(15,219	) 	 	 	2,132	  	  	 	—	  	  	 	(2,499	) 	 	 	23,700	  	
Provision for tax	  	 	809	  	  	 	95	  	  	 	(27	) 	 	 	—	  	  	 	—	  	  	 	38	  	 	 	915	  	
Provision for dismantling	  	 	1,052	  	  	 	—	  	  	 	(988	) 	 	 	—	  	  	 	—	  	  	 	(36	) 	 	 	28	  	
Provisions for other claims	  	 	533	  	  	 	85	  	  	 	(124	) 	 	 	—	  	  	 	—	  	  	 	(56	) 	 	 	438	  	
Other provisions	  	 	622	  	  	 	4,329	  	  	 	(650	) 	 	 	—	  	  	 	—	  	  	 	60	  	 	 	4,361	  	
	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	
Total	  	 	24,077	  	  	 	24,119	  	  	 	(18,380	) 	 	 	2,132	  	  	 	—	  	  	 	(2,506	) 	 	 	29,442	  	

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Increases and decreases in this caption during 2012 correspond mainly to the provisions for employee claims and to the provisions for other claims in Brazil and Argentina in the amounts of 12,769 and a decrease of 9,439 thousand U.S. dollars, and 6,926 and a decrease of 5,791 thousand U.S. dollars, respectively. Additionally, the amount registered in “Transfers” in 2011 is related to a reclassification recorded from the account “Trade and other payables” to this heading.
The balance of this provision at November 30, 2012 is mainly comprised of an amount of 12,426 thousand U.S. dollars corresponding to Brazil (7,784 thousand U.S. dollars at December 31, 2011), and 10,399 thousand U.S. dollars corresponding to Argentina (2011: 10,496 thousand U.S. dollars).
Given the nature of the risks covered by these provisions, it is not possible to determine a reliable schedule of potential payments.
Current and non-current provisions for dismantling mainly include the provision for the dismantling of Atento Brasil, S.A. for the amount of 14,266 thousand U.S. dollars (2011: 12,264 thousand U.S. dollars).
Details of ongoing litigation as of November 30, 2012 are described in the following paragraphs.
In relation to Atento Brasil’s ongoing litigation with the Brazilian Social Security Authorities (INSS) and the Regional Labor Department (classified in 2010 as remote risk), for the payment in cash for transport passes to employees, in December 2011 binding decision (súmula) number 60 was handed down establishing that the amount paid in cash to employees in connection with “transport passes” is exempt from social security contributions. This decision is binding for both the administrative and legal authorities, and implies a favorable result for Atento Brasil in relation to all ongoing litigation. Although at the preparation date of the combined carve-out financial statements, the court’s final decision on the INSS litigation is still pending, Atento Brasil’s position has resulted favorable in all instances and therefore the risk associated to this litigation has been evaluated as possible.
At November 30, 2012 Atento Brasil was involved in approximately 8,031 labor-related disputes, filed by the Predecessor´s employees or ex-employees for various reasons, including dismissals or differences over employment conditions in general. The total amount of these claims is 281,744 thousand U.S. dollars, with possible claims, as classified by the Company’s internal and external lawyers, totalling 82,287 thousand U.S. dollars. For the most part, the further along the legal proceedings in this type of case in Brazil, the more remote the possible risk. Taking account of the amount of litigation that arises in Brazil and past experience in this type of claim, the Company has recognized provisions at November 30, 2012 amounting to 12,426 thousand U.S. dollars, which in the opinion of its directors based in part on the advice of legal advisors is sufficient to cover the risk of payments likely to be made because of these claims.
Additionally, as of November 30, 2012, Atento Brasil has 28 lawsuits ongoing with the Tax Authorities and Social Security Department for various reasons relating to infraction proceedings filed. The total amount of these claims is approximately 31,171 thousand U.S. dollars, and according to the Company’s external lawyers, the risk of materialization is possible.
Lastly, Atento Brasil has 21 civil lawsuits in progress relating to different causes. The total amount of these claims is approximately 6,721 thousand U.S. dollars, for which, according to the Company’s external lawyers, the risk of materialization is possible.
At November 30, 2012, Teleatento del Perú had a pending lawsuit against the Peruvian tax authority (Administración Tributaria Peruana) in the amount of 10,885 thousand U.S. dollars, for which, according to the Company’s external lawyers, the risk of materialization is possible.
 
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18. TAX MATTERS
The breakdown of the Predecessor’s income tax expense is as follows:

 	  	Thousands of U.S. dollars	 	
 	  	    2011    	 	  	    2012    	 	
Current tax:	  				  				
Current tax expense	  	 	54,310	  	  	 	61,989	  	
Adjustment in respect to prior years	  	 	206	  	  	 	305	  	
	  	 	 	 	  	 	 	 	
Total current tax	  	 	54,516	  	  	 	62,294	  	
	  	 	 	 	  	 	 	 	
Total deferred tax	  	 	340	  	  	 	(1,588	) 	
	  	 	 	 	  	 	 	 	
Total income tax expense	  	 	54,856	  	  	 	60,706	  	
	  	 	 	 	  	 	 	 	
The effective tax rate paid by the Predecessor is 37.97% at December 31, 2011 and 40.24% at November 30, 2012. If we analyze the aggregated effective tax rate not considering the holding companies, the effective tax rate will approximate 38% and 33% at December 31, 2011 and November 30, 2012, respectively, which are deemed reasonable effective tax rates. Further, the calculated tax rate is within the Predecessor’s range of reasonable parameters given that the official standard rates applicable to the main the Predecessor combined companies range from 28% to 47%. As there are no significant permanent differences, it was not considered necessary to provide further disclosures on the reconciliation of accounting and tax profit other than the changes in deferred taxes outlined below.
The combined entities file taxes separately in accordance with the tax legislation of their respective countries of incorporation.
The years open for review by the tax inspection authorities for the main taxes applicable vary from one company to another, based on each country’s tax legislation, taking into account their respective statute-of-limitations periods. The Predecessor´s management considers that no significant contingencies would arise from a review by the tax authorities of the operations in the years open to inspection.
Deferred tax assets and liabilities
The breakdown in these headings at January 1, 2011, December 31, 2011, and November 30, 2012, and the movements during the years then ended are as follows:

 	 	Thousands of U.S. dollars	 	
 	 	Balance at
12/31/2010	 	 	Increases	 	 	Decreases	 	 	Transfers	 	 	Translation
differences	 	 	Balance at
12/31/2011	 	
DEFERRED TAX ASSETS	 	 	68,938	  	 	 	7,826	  	 	 	(8,752	) 	 	 	(373	) 	 	 	(5,001	) 	 	 	62,638	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Unused tax losses (*)	 	 	25,776	  	 	 	469	  	 	 	(7,552	) 	 	 	70	  	 	 	(2,102	) 	 	 	16,661	  	
Unused tax credits	 	 	813	  	 	 	4,895	  	 	 	(107	) 	 	 	(719	) 	 	 	531	  	 	 	5,413	  	
Deferred tax assets (temporary differences)	 	 	42,349	  	 	 	2,462	  	 	 	(1,093	) 	 	 	276	  	 	 	(3,430	) 	 	 	40,564	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
DEFERRED TAX LIABILITIES	 	 	42,528	  	 	 	7,934	  	 	 	(315	) 	 	 	(82	) 	 	 	(4,668	) 	 	 	45,397	  	

(*)	Tax credits for loss carryforwards	
 
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 	 	Thousands of U.S. dollars	 	
 	 	Balance at
12/31/2011	 	 	Increases	 	 	Decreases	 	 	Transfers	 	 	Translation
differences	 	 	Balance at
11/30/2012	 	
DEFERRED TAX ASSETS	 	 	62,638	  	 	 	22,678	  	 	 	(22,979	) 	 	 	(356	) 	 	 	(3,157	) 	 	 	58,824	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Unused tax losses (*)	 	 	16,661	  	 	 	1,773	  	 	 	(12,194	) 	 	 	310	  	 	 	(1,002	) 	 	 	5,548	  	
Unused tax credits	 	 	5,413	  	 	 	195	  	 	 	(28	) 	 	 	(666	) 	 	 	7	  	 	 	4,921	  	
Deferred tax assets (temporary differences)	 	 	40,564	  	 	 	20,710	  	 	 	(10,757	) 	 	 	—	  	 	 	(2,162	) 	 	 	48,355	  	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
DEFERRED TAX LIABILITIES	 	 	45,397	  	 	 	—	  	 	 	(1,498	) 	 	 	—	  	 	 	(3,934	) 	 	 	39,965	  	

(*)	Tax credits for loss carryforwards	
Deferred tax assets at December 31, 2011 and November 30, 2012 arose mainly from unused tax losses in Brazil (16,427 thousands U.S. Dollars in 2011 and 5,041 thousands U.S. Dollars in 2012 respectively) and temporary differences as a result of differing depreciation and amortization rates of assets for accounting and tax purposes in Brazil (17,806 thousands U.S. dollars in 2011 and 26,629 thousands U.S. Dollars in 2012 respectively).
Deferred tax assets has been registered in the statement of financial position in conformity with the best estimate on the future results, to the extent it is probable that above mentioned assets are recovered.
Deferred tax liabilities at December 31, 2011 and November 30, 2012, mainly include temporary differences arising from the amortization of Atento Brasil, S.A. goodwill for tax purposes.
The following table presents the schedule for the reversal of recognized and unrecognized deferred tax assets and liabilities in the statement of financial position based on the best estimates available at the respective estimation dates:
2011

 	  	Thousands of U.S. dollars	 	
 	  	2012	 	  	2013	 	  	2014	 	  	2015	 	  	2016	 	  	2017	 	  	Subsequent
years	 	  	Total	 	
Tax losses	  	 	9,764	  	  	 	6,897	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	16,661	  	
Recognized	  	 	9,764	  	  	 	6,897	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	16,661	  	
Not recognized	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	
Deductible temporary differences	  	 	27,267	  	  	 	5,898	  	  	 	5,912	  	  	 	1,197	  	  	 	91	  	  	 	9	  	  	 	190	  	  	 	40,564	  	
Recognized	  	 	27,267	  	  	 	5,898	  	  	 	5,912	  	  	 	1,197	  	  	 	91	  	  	 	9	  	  	 	190	  	  	 	40,564	  	
Not recognized	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	
Tax credits	  	 	144	  	  	 	—	  	  	 	626	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	4,643	  	  	 	5,413	  	
Recognized	  	 	144	  	  	 	—	  	  	 	626	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	4,643	  	  	 	5,413	  	
Not recognized	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total deferred tax assets	  	 	37,175	  	  	 	12,795	  	  	 	6,538	  	  	 	1,197	  	  	 	91	  	  	 	9	  	  	 	4,833	  	  	 	62,638	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Recognized	  	 	37,175	  	  	 	12,795	  	  	 	6,538	  	  	 	1,197	  	  	 	91	  	  	 	9	  	  	 	4,833	  	  	 	62,638	  	
Not recognized	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total deferred tax liabilities	  	 	631	  	  	 	239	  	  	 	238	  	  	 	89	  	  	 	143	  	  	 	52	  	  	 	44,005	  	  	 	45,397	  	

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2012

 	  	Thousands of U.S. dollars	 	
 	  	2013	 	  	2014	 	  	2015	 	  	2016	 	  	2017	 	  	2018	 	  	Subsequent
years	 	  	Total	 	
Tax losses	  	 	5,548	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	5,548	  	
Recognized	  	 	5,548	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	5,548	  	
Not recognized	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	
Deductible temporary differences	  	 	47,074	  	  	 	298	  	  	 	56	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	927	  	  	 	48,355	  	
Recognized	  	 	47,074	  	  	 	298	  	  	 	56	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	927	  	  	 	48,355	  	
Not recognized	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	
Tax credits	  	 	84	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	4,837	  	  	 	4,921	  	
Recognized	  	 	84	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	4,837	  	  	 	4,921	  	
Total deferred tax assets	  	 	52,706	  	  	 	298	  	  	 	56	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	5,764	  	  	 	58,824	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Recognized	  	 	52,706	  	  	 	298	  	  	 	55	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	5,764	  	  	 	58,824	  	
Not recognized	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	  	 	—	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total deferred tax liabilities	  	 	34,648	  	  	 	1,173	  	  	 	796	  	  	 	659	  	  	 	597	  	  	 	565	  	  	 	1,527	  	  	 	39,965	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Public administrations and Income Tax Payable
The breakdown of current tax receivable, income tax payables, other receivables from public administrations and other payables to public administrations at December 31, 2011, and November 30, 2012 is as follows:

 	  	Thousands of U.S. dollars	 	
Receivables	  	12/31/2011	 	  	11/30/2012	 	
Current	  				  				
Indirect tax	  	 	3,735	  	  	 	3,173	  	
Social security	  	 	966	  	  	 	—	  	
Withholding tax	  	 	489	  	  	 	—	  	
Other	  	 	6,397	  	  	 	6,457	  	
Income taxes receivable	  	 	7,997	  	  	 	34,557	  	
	  	 	 	 	  	 	 	 	
Total	  	 	19,584	  	  	 	44,187	  	

									
 	  	Thousands of U.S. dollars	 	
Payables	  	12/31/2011	 	  	11/30/2012	 	
Current	  				  				
Personal income tax withholdings	  	 	45,560	  	  	 	40,332	  	
Indirect taxes	  	 	22,973	  	  	 	17,023	  	
Social security	  	 	9,912	  	  	 	9,668	  	
Other	  	 	9,553	  	  	 	9,339	  	
Income taxes payable	  	 	11,234	  	  	 	47,396	  	
	  	 	 	 	  	 	 	 	
Total	  	 	99,232	  	  	 	123,758	  	

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19. REVENUE AND EXPENSE
a) Revenue
The breakdown of “Revenue” at the Predecessor for the year ended December 31, 2011 and the eleven-month period ended November 30, 2012 is as follows:

 	  	Thousands of U.S. dollars	 	
 	  	2011	 	  	2012	 	
Rendering of services to Telefónica Group companies (see Note 23)	  	 	1,235,944	  	  	 	1,065,376	  	
Rendering of services to other companies	  	 	1,181,342	  	  	 	1,060,552	  	
	  	 	 	 	  	 	 	 	
Total	  	 	2,417,286	  	  	 	2,125,928	  	
	  	 	 	 	  	 	 	 	
b) Other operating income
The breakdown of “Other operating income” in the combined carve-out income statements for the year ended December 31, 2011 and the eleven month period ended November 30, 2012 is as follows:

 	  	Thousands of U.S. dollars	 	
 	  	    2011    	 	  	    2012    	 	
Non-core and other operating income from Telefónica Group companies (Note 23)	  	 	431	  	  	 	755	  	
Non-core and other operating income from other companies	  	 	1,184	  	  	 	(161	) 	
Income from compensation and other non-recurring	  	 	—	  	  	 	479	  	
Government grants	  	 	1,902	  	  	 	751	  	
Gains on disposal of non-current assets (see Notes 6 & 8)	  	 	3,704	  	  	 	33	  	
	  	 	 	 	  	 	 	 	
Total	  	 	7,221	  	  	 	1,857	  	
	  	 	 	 	  	 	 	 	
c) Supplies
The breakdown of this heading by item and related party or external company for the year ended December 31, 2011 and the eleven month period ended November 30, 2012 was as follows:

 	  	Thousands of U.S. dollars	 	
 	  	    2011    	 	  	    2012    	 	
Induced business	  	 	47,504	  	  	 	38,667	  	
Infrastructure lease	  	 	940	  	  	 	—	  	
Other	  	 	349	  	  	 	3,665	  	
	  	 	 	 	  	 	 	 	
Total supplies by Telefónica Group companies (see Note 23)	  	 	48,793	  	  	 	42,332	  	
	  	 	 	 	  	 	 	 	
Induced business	  	 	2,996	  	  	 	2,976	  	
Infrastructure lease	  	 	35,147	  	  	 	25,309	  	
Other	  	 	42,909	  	  	 	34,891	  	
	  	 	 	 	  	 	 	 	
Total supplies by other companies	  	 	81,052	  	  	 	63,176	  	
	  	 	 	 	  	 	 	 	
TOTAL	  	 	129,845	  	  	 	105,508	  	

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d) Employee benefits expense
The breakdown of this heading for the year ended December 31, 2011 and the eleven month period ended November 30, 2012 was as follows:

 	  	Thousands of U.S. dollars	 	
 	  	2011	 	  	2012	 	
Wages and salaries	  	 	1,213,452	  	  	 	1,104,700	  	
Termination benefits	  	 	30,719	  	  	 	29,390	  	
Social security	  	 	246,789	  	  	 	146,265	  	
Restructuring	  	 	10,106	  	  	 	4,274	  	
Supplementary pension contributions	  	 	611	  	  	 	3,252	  	
Other welfare expenses	  	 	200,241	  	  	 	194,961	  	
	  	 	 	 	  	 	 	 	
TOTAL	  	 	1,701,918	  	  	 	1,482,842	  	
	  	 	 	 	  	 	 	 	
Supplementary pension contributions refer to a defined contribution structured through contributions at a certain percentage of the executive’s fixed remuneration. These percentages vary depending on the employee’s professional category. The plan envisages extraordinary contributions depending on the personal circumstances of each manager.
e) Number of employees
The average Predecessor workforce in 2011 and 2012 and the breakdown by country are as follows:

Headcount	 	
Country	  	    2011    	 	  	    2012    	 	
Argentina (1)	  	 	8,465	  	  	 	9,308	  	
Brazil	  	 	79,664	  	  	 	82,876	  	
Central America (2)	  	 	4,073	  	  	 	3,696	  	
Chile	  	 	4,684	  	  	 	4,314	  	
Colombia	  	 	3,867	  	  	 	4,513	  	
Spain (4)	  	 	15,170	  	  	 	14,624	  	
Morocco	  	 	2,159	  	  	 	2,196	  	
Mexico (3)	  	 	19,052	  	  	 	17,401	  	
Peru	  	 	8,646	  	  	 	9,744	  	
Puerto Rico	  	 	573	  	  	 	684	  	
Czech Republic	  	 	689	  	  	 	584	  	
	  	 	 	 	  	 	 	 	
Total	  	 	147,042	  	  	 	149,940	  	

(1)	Includes staff in Uruguay	
(2)	Includes staff in Guatemala, El Salvador and Panama	
(3)	Includes staff in Texas	
(4)	Includes corporate staff previously at Atento Inversiones y Teleservicios	
 
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f) Depreciation and amortization
The depreciation and amortization charges recognized in the combined carve-out income statements in 2011 and 2012 are as follows:

 	  	Thousands of U.S.
dollars	 	
 	  	    2011    	 	  	    2012    	 	
Amortization of intangible assets (Note 6)	  	 	26,434	  	  	 	26,155	  	
Depreciation of property, plant and equipment (see Note 8)	  	 	52,069	  	  	 	51,993	  	
	  	 	 	 	  	 	 	 	
Total	  	 	78,503	  	  	 	78,148	  	
	  	 	 	 	  	 	 	 	
g) Other operating expenses
The breakdown of “Other operating expenses” in the combined carve-out income statement for the year ended December 31, 2011 and the eleven month period ended November 30, 2012 is as follows:

 	  	Thousands of U.S.
Dollars	 	
 	  	    2011    	 	  	    2012    	 	
External services provided by Telefónica Group companies (see Note 23)	  	 	17,810	  	  	 	15,234	  	
External services provided by other companies	  	 	311,844	  	  	 	257,346	  	
Impairment allowance on Intangible assets and Property, plant and equipment
(see Notes 6 & 8)	  	 	8,534	  	  	 	38	  	
Taxes other than income tax	  	 	7,978	  	  	 	9,167	  	
Other operating expenses with Group companies	  	 	—	  	  	 	37	  	
Other operating expenses with other companies	  	 	343	  	  	 	(234	) 	
Write-off and disposals of non-current assets (see Note 6)	  	 	9,492	  	  	 	1,989	  	
	  	 	 	 	  	 	 	 	
TOTAL	  	 	356,001	  	  	 	283,577	  	

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The breakdown of “External services” under “Other operating expenses” by related party or external company for the year ended December 31, 2011 and the eleven month period ended November 30, 2012 is as follows:

 	  	Thousands of U.S. dollars	 	
 	  	    2011    	 	  	    2012    	 	
External services, Telefónica Group companies:	  				  				
Leases (see Note 22)	  	 	10,746	  	  	 	10,017	  	
Installation and maintenance	  	 	1,282	  	  	 	307	  	
Communications	  	 	942	  	  	 	1,339	  	
Publicity, advertising and public relations	  	 	203	  	  	 	46	  	
Insurance premiums	  	 	171	  	  	 	183	  	
Other	  	 	4,466	  	  	 	3,342	  	
	  	 	 	 	  	 	 	 	
Total external services, Telefónica Group companies	  	 	17,810	  	  	 	15,234	  	
	  	 	 	 	  	 	 	 	
External services, associates and other companies	  				  				
Leases (see Note 22)	  	 	127,274	  	  	 	103,325	  	
Installation and maintenance	  	 	41,047	  	  	 	38,453	  	
Lawyers and law firms	  	 	6,057	  	  	 	5,066	  	
Tax advisory	  	 	283	  	  	 	153	  	
Consultants	  	 	10,029	  	  	 	6,572	  	
Audit and other services	  	 	2,066	  	  	 	1,501	  	
Studies and work performed	  	 	84	  	  	 	44	  	
Other external professional services	  	 	5,520	  	  	 	3,316	  	
Advertising	  	 	1,002	  	  	 	1,285	  	
Fairs and events	  	 	1,656	  	  	 	1,089	  	
Public relations	  	 	348	  	  	 	440	  	
Other publicity, advertising and public relations	  	 	5,164	  	  	 	3,662	  	
Insurance premiums	  	 	1,493	  	  	 	1,465	  	
Travel expenses	  	 	17,865	  	  	 	10,032	  	
Utilities	  	 	34,368	  	  	 	33,681	  	
Banking and similar services	  	 	660	  	  	 	1,821	  	
Other	  	 	56,927	  	  	 	45,479	  	
	  	 	 	 	  	 	 	 	
Total external services, associates and other companies	  	 	311,843	  	  	 	257,384	  	
	  	 	 	 	  	 	 	 	
TOTAL	  	 	329,653	  	  	 	272,618	  	
	  	 	 	 	  	 	 	 	
h) Finance income, costs and net foreign exchange gain (loss)
The breakdown of “Finance income”, “Finance costs” and “net foreign exchange gain (loss) in the combined carve-out income statements for the year ended December 31, 2011 and the eleven month period ended November 30, 2012 was as follows:

 	  	Thousands of U.S. dollars	 	
 	  	    2011    	 	  	    2012    	 	
Income from securities and loans to Telefónica Group companies	  	 	558	  	  	 	280	  	
Income from securities and loans to other companies	  	 	10,374	  	  	 	11,301	  	
	  	 	 	 	  	 	 	 	
Total	  	 	10,932	  	  	 	11,581	  	
	  	 	 	 	  	 	 	 	
Finance costs on borrowings from Telefónica Group companies	  	 	823	  	  	 	243	  	
Finance costs on borrowings from other companies	  	 	18,370	  	  	 	23,265	  	
	  	 	 	 	  	 	 	 	
Total	  	 	19,193	  	  	 	23,508	  	

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The breakdown of “Exchange gains” and “Exchange losses” for the eleven month period ended November 30, 2012 and the year ended December 31, 2011 was as follows:

 	  	Thousands of U.S. dollars	 	
Exchange gains	  	    2011    	 	  	    2012    	 	
Loans and receivables	  	 	1,053	  	  	 	63	  	
Other financial transactions	  	 	583	  	  	 	7,993	  	
Trade transactions	  	 	8,610	  	  	 	1,888	  	
	  	 	 	 	  	 	 	 	
Total	  	 	10,246	  	  	 	9,944	  	

									
 	  	Thousands of U.S. dollars	 	
Exchange losses	  	    2011    	 	  	    2012    	 	
Loans and receivables	  	 	416	  	  	 	—	  	
Other financial transactions	  	 	8,574	  	  	 	7,085	  	
Trade transactions	  	 	4,076	  	  	 	3,835	  	
	  	 	 	 	  	 	 	 	
Total	  	 	13,066	  	  	 	10,920	  	
	  	 	 	 	  	 	 	 	
i) Auditors’ fees
The fees paid in 2012 to the various member firms of the Ernst & Young international organization, to which Ernst & Young, S.L. (the auditors of the Predecessor ) belongs, amounted to 1,112 thousand U.S. dollars. Fees paid in 2011 to the same firm, which also audited the Predecessor those years, amounted to 2,025 thousand U.S. dollars.
These fees include amounts paid in respect of fully consolidated Spanish and foreign Predecessor companies.
20. SEGMENT INFORMATION
The Chief Operating Decision Maker (“CODM”) is represented by the Chief Executive Officer. The CODM takes a geographic approach to decision-making, dividing the business up into three segments:
 
 	•	 	EMEA (Europe, Middle East and Africa), which combines the activities carried out regionally in Spain, Morocco and the Czech Republic.	
 
 	•	 	Americas, which includes the activities carried out by the various Spanish-speaking companies in Mexico, Central and South America. It also includes operations in the United States.	
 
 	•	 	Brazil, which given its different language and importance is managed separately.	
Intersegment transactions are measured using market prices.
The Predecessor uses earnings from continuing operations before interest, taxes and depreciation and amortization (EBITDA) and Adjusted EBITDA to track the performance of its segments and to establish operating and strategic targets. Management believes that EBITDA and Adjusted EBITDA provides an important measure of the segment’s operating performance because it allows management to evaluate and compare the segments’ operating results, including their return on capital and operating efficiencies, from period to period by removing the impact of their capital structure (interest expenses), asset bases (depreciation and amortization), discontinued operations and tax consequences. Adjusted EBITDA is defined as EBITDA adjusted to exclude acquisition and integration related costs, restructuring costs, asset impairments, site relocation costs, financing fees and other items which are not correlated to our core operating results.
 
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EBITDA and Adjusted EBITDA are a commonly reported measure and is widely used among analysts, investors and other interested parties in the Predecessor´s industry, although not a measure explicitly defined in IFRS, and therefore, may not be comparable to similar indicators used by other companies. EBITDA and Adjusted EBITDA should not be considered as an alternative to profit for the year as a measurement of our combined carve-out earnings or as an alternative to combined carve-out cash flows from operating activities as a measurement of our liquidity.
2011

 	  	EMEA	 	 	Americas	 	 	Brazil	 	 	Other and
eliminations	 	 	Group total	 	
Sales to other companies	  	 	104,976	  	 	 	358,930	  	 	 	716,952	  	 	 	484	  	 	 	1,181,342	  	
Sales to Telefónica Group and other Group companies	  	 	291,729	  	 	 	320,229	  	 	 	626,169	  	 	 	(2,183	) 	 	 	1,235,944	  	
Other operating income and expenses	  	 	(362,646	) 	 	 	(584,108	) 	 	 	(1,197,450	) 	 	 	(39,029	) 	 	 	(2,183,233	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
EBITDA	  	 	34,059	  	 	 	95,051	  	 	 	145,671	  	 	 	(40,728	) 	 	 	234,053	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Depreciation and amortization	  	 	(8,673	) 	 	 	(30,074	) 	 	 	(37,464	) 	 	 	(2,292	) 	 	 	(78,503	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating income (loss)	  	 	25,386	  	 	 	64,977	  	 	 	108,207	  	 	 	(43,020	) 	 	 	155,550	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net finance (expense) income	  	 	(1,021	) 	 	 	(4,823	) 	 	 	(4,896	) 	 	 	(342	) 	 	 	(11,082	) 	
Income tax	  	 	(6,894	) 	 	 	(15,956	) 	 	 	(29,258	) 	 	 	(2,748	) 	 	 	(54,856	) 	
Profit for the period (from continuing operations)	  	 	17,471	  	 	 	44,198	  	 	 	74,053	  	 	 	(46,110	) 	 	 	89,612	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Discontinued operations	  	 	722	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	722	  	
Profit for the period	  	 	18,193	  	 	 	44,198	  	 	 	74,053	  	 	 	(46,110	) 	 	 	90,334	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Non-controlling interests	  	 	—	  	 	 	(2,397	) 	 	 	—	  	 	 	—	  	 	 	(2,397	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Profit (loss) attributable to equity holders of the parent	  	 	18,193	  	 	 	41,801	  	 	 	74,053	  	 	 	(46,110	) 	 	 	87,937	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
EBITDA	  	 	34,059	  	 	 	95,051	  	 	 	145,671	  	 	 	(40,728	) 	 	 	234,053	  	
Adjustments to Adjusted EBITDA:	  				 				 				 				 				
Restructuring costs	  	 	—	  	 	 	—	  	 	 	—	  	 	 	8,046	  	 	 	8,046	  	
Asset impairments	  	 	—	  	 	 	—	  	 	 	—	  	 	 	8,577	  	 	 	8,577	  	
Other	  	 	(1,118	) 	 	 	—	  	 	 	(4,367	) 	 	 	1,712	  	 	 	(3,773	) 	
Adjusted EBITDA	  	 	32,941	  	 	 	95,051	  	 	 	141,304	  	 	 	(22,393	) 	 	 	246,903	  	
						
Capital expenditure	  	 	49,620	  	 	 	37,178	  	 	 	52,600	  	 	 	2,205	  	 	 	141,603	  	
						
Fixed assets	  	 	81,067	  	 	 	125,337	  	 	 	260,035	  	 	 	32,746	  	 	 	499,185	  	
Allocated assets	  	 	201,153	  	 	 	400,270	  	 	 	588,822	  	 	 	34,356	  	 	 	1,224,601	  	
Allocated liabilities	  	 	124,022	  	 	 	195,736	  	 	 	241,543	  	 	 	32,075	  	 	 	593,376	  	
 
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2012

 	  	EMEA	 	 	Americas	 	 	Brazil	 	 	Other and
eliminations	 	 	Group total	 	
Sales to other companies	  	 	105,174	  	 	 	324,390	  	 	 	630,860	  	 	 	128	  	 	 	1,060,552	  	
Sales to Telefónica Group and other Group companies	  	 	242,627	  	 	 	337,725	  	 	 	485,948	  	 	 	(924	) 	 	 	1,065,376	  	
Other operating income and expenses	  	 	(306,417	) 	 	 	(569,881	) 	 	 	(989,860	) 	 	 	(17,857	) 	 	 	(1,884,015	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
EBITDA	  	 	41,384	  	 	 	92,234	  	 	 	126,948	  	 	 	(18,653	) 	 	 	241,913	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Depreciation and amortization	  	 	(12,240	) 	 	 	(29,549	) 	 	 	(35,721	) 	 	 	(638	) 	 	 	(78,148	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating income (loss)	  	 	29,144	  	 	 	62,685	  	 	 	91,227	  	 	 	(19,291	) 	 	 	163,765	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net finance (expense) income	  	 	(1,387	) 	 	 	(2,689	) 	 	 	(6,762	) 	 	 	(2,065	) 	 	 	(12,903	) 	
Income tax	  	 	(8,239	) 	 	 	(25,868	) 	 	 	(25,881	) 	 	 	(718	) 	 	 	(60,706	) 	
Non-controlling interests	  	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	
Discontinued operations	  	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Profit (loss) attributable to equity holders of the parent	  	 	19,518	  	 	 	34,128	  	 	 	58,584	  	 	 	(22,074	) 	 	 	90,156	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
EBITDA	  	 	41,384	  	 	 	92,234	  	 	 	126,948	  	 	 	(18,653	) 	 	 	241,913	  	
Adjustments to adjusted EBITDA:	  				 				 				 				 				
Acquisition and integration costs	  	 	—	  	 	 	—	  	 	 	—	  	 	 	221	  	 	 	221	  	
Restructuring costs	  	 	1,440	  	 	 	2,466	  	 	 	—	  	 	 	—	  	 	 	3,906	  	
Asset impairments	  	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	 	 	—	  	
Site relocation costs	  	 	—	  	 	 	—	  	 	 	1,736	  	 	 	—	  	 	 	1,736	  	
Other	  	 	(11,381	) 	 	 	(471	) 	 	 	—	  	 	 	—	  	 	 	(11,852	) 	
Adjusted EBITDA	  	 	31,443	  	 	 	94,229	  	 	 	128,684	  	 	 	(18,432	) 	 	 	235,924	  	
						
Capital expenditure	  	 	9,728	  	 	 	11,350	  	 	 	55,392	  	 	 	463	  	 	 	76,933	  	
Fixed assets	  	 	86,027	  	 	 	106,064	  	 	 	247,971	  	 	 	32,163	  	 	 	472,225	  	
Allocated assets	  	 	231,106	  	 	 	414,093	  	 	 	607,652	  	 	 	10,920	  	 	 	1,263,771	  	
Allocated liabilities	  	 	138,388	  	 	 	196,137	  	 	 	411,598	  	 	 	(152,419	) 	 	 	593,704	  	
Other and eliminations includes the activities of certain intermediate holding companies as well as intersegment transactions. The amount included in Other and eliminations of Allocated liabilities for 2012 corresponds mainly to the elimination of intragroup dividend payables from Brazil.
 
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The breakdown of external and inter-segment sales by the main countries where the Predecessor operates for the year ended December 31, 2011 and the eleven month period ended November 30, 2012 is as follows:

 	  	Thousands of U.S. dollars	 	
Country	  	2011	 	  	2012	 	
Spain	  	 	351,590	  	  	 	311,038	  	
Morocco	  	 	33,343	  	  	 	26,628	  	
Czech Republic	  	 	11,717	  	  	 	9,947	  	
	  	 	 	 	  	 	 	 	
EMEA	  	 	396,650	  	  	 	347,613	  	
	  	 	 	 	  	 	 	 	
Argentina	  	 	138,853	  	  	 	177,794	  	
Chile	  	 	73,987	  	  	 	64,073	  	
Colombia	  	 	50,783	  	  	 	54,950	  	
El Salvador	  	 	11,507	  	  	 	13,343	  	
United States	  	 	18,203	  	  	 	16,528	  	
Guatemala	  	 	13,936	  	  	 	13,846	  	
Mexico	  	 	261,632	  	  	 	213,478	  	
Peru	  	 	86,318	  	  	 	85,725	  	
Puerto Rico	  	 	14,237	  	  	 	13,747	  	
Uruguay	  	 	7,583	  	  	 	7,718	  	
Panama	  	 	249	  	  	 	177	  	
	  	 	 	 	  	 	 	 	
Americas	  	 	677,288	  	  	 	661,379	  	
	  	 	 	 	  	 	 	 	
Brazil	  	 	1,342,864	  	  	 	1,116,808	  	
	  	 	 	 	  	 	 	 	
Other and eliminations	  	 	484	  	  	 	128	  	
	  	 	 	 	  	 	 	 	
Total Group and non-Group revenue	  	 	2,417,286	  	  	 	2,125,928	  	
	  	 	 	 	  	 	 	 	
Inter-segment transactions are carried out at arm’s length prices.
Transactions accounting for 10% of the Predecessor´s revenue from operations, in this case transactions with the Telefónica Group, are detailed in Note 23. Transactions with BBVA represent approximately 8% of revenue from operations for the eleven months ended November 30, 2012 (9% for the year ended December 31, 2011).
21. DISCONTINUED OPERATIONS
In 2011, the only company considered a discontinued operation was Atento Italia, S.R.L. which was definitively liquidated in 2011.
In 2011, the results of discontinued operations were included in the combined carve-out income statement as shown in the table below:

 	  	Thousands of U.S. dollars	 	
 	  	2011	 	
Income	  	 	722	  	
Expenses	  	 	—	  	
Operating income	  	 	722	  	
Net finance income (expense)	  	 	—	  	
Profit before tax from discontinued operation	  	 	722	  	
Income tax expense	  	 	—	  	
Net profit attributable to the discontinued operation	  	 	722	  	
There were no discontinued operations in 2012.
 
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22. COMMITMENTS AND RIGHTS
Operating lease commitments
The minimum commitments on operating leases, classified as maturing in less than one year, between one and five years, and over five years, are as follows:
2011

 	  	Thousands of U.S. dollars	 	
 	  	Less than 1 year	 	  	1 to 5 years	 	  	More than
5 years	 	  	Total	 	
Lease payment commitments with third parties	  	 	121,007	  	  	 	209,620	  	  	 	69,343	  	  	 	399,970	  	
Lease payment commitments with related parties	  	 	7,078	  	  	 	3,418	  	  	 	—	  	  	 	10,496	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total	  	 	128,085	  	  	 	213,038	  	  	 	69,343	  	  	 	410,466	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
2012

 	  	Thousands of U.S. dollars	 	
 	  	Less than 1 year	 	  	1 to 5 years	 	  	More than
5 years	 	  	Total	 	
Lease payment commitments with third parties	  	 	102,298	  	  	 	193,642	  	  	 	        —	  	  	 	295,940	  	
Lease payment commitments with related parties	  	 	3,972	  	  	 	211	  	  	 	—	  	  	 	4,183	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total	  	 	106,270	  	  	 	193,853	  	  	 	—	  	  	 	300,123	  	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Total expenses on operating leases recognized in the combined carve-out income statement for the year ended December 31, 2011 and for the eleven months ended November 30, 2012 under Infrastructure leasing from related parties (see Notes 19c & 23) amount to 940 thousand U.S. dollars and nil thousands of U.S. dollars, respectively.
For the year ended December 31, 2011 and for the eleven months ended November 30, 2012 under Infrastructure leasing from other companies (see Note 19c) total expenses amount to 35,147 thousand U.S. dollars and 298 thousand U.S. dollars, respectively.
For the year ended December 31, 2011 and for the eleven months ended November 30, 2012 under External services provided by related parties (see Note 19g) total expenses related to leases amount to 10,746 thousand U.S. dollars and 10,017 thousand U.S. dollars, respectively.
For the year ended December 31, 2011 and for the eleven months ended November 30, 2012 under External services provided by other companies (see Note 19g) total expenses related to leases amount to 127,274 thousand U.S. dollars and 103,325 thousand U.S. dollars, respectively.
There are no contingent payments on operating leases recognized in the consolidated income statements for the year ended December 31, 2011 and the eleven month period ended November 30, 2012.
The operating leases where the combined entities act as lessee are mainly on premises intended for use as call centers. These leases have various termination dates, with the latest terminating in 2020.
At December 31, 2011 and November 30, 2012, the payment commitment for the early cancellation of these leases amounts to 265,824 and 179,884 thousand U.S. dollars, respectively.
 
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Guarantees
At December 31, 2011 and November 30, 2012, the Predecessor had various guarantees and commitments with third parties amounting to 147,287 thousand U.S. dollars and 138,042 thousand U.S. dollars, respectively.
The transactions guaranteed and their respective amounts at December 31, 2011 and November 30, 2012 are as follows:

 	  	Thousands of U.S. dollars	 	
 	  	12/31/2011	 	  	11/30/2012	 	
Financial transactions	  	 	113,229	  	  	 	83,846	  	
Contractual obligations with existing and potential customers	  	 	32,685	  	  	 	54,151	  	
Other	  	 	1,373	  	  	 	45	  	
	  	 	 	 	  	 	 	 	
Total	  	 	147,287	  	  	 	138,042	  	
	  	 	 	 	  	 	 	 	
The parent company’s directors consider that no contingencies will arise from these guarantees in addition to those already recognized.
23. RELATED PARTIES
As indicated in Note 2 regarding the shareholding and operating relationships between the Predecessor and Telefónica, S.A., the companies belonging to the combined entities have been listed separately in the statement of financial position, income statement, statement of cash flow and the notes to the financial statements where such disclosure was necessary.
All services provided by the Predecessor are billed at arm’s length prices irrespective of any relationship that may exist with customers that are companies included in the Telefónica Group.
To guarantee that prices are freely negotiated and arranged with related parties on an arm’s length basis, the Predecessor and the various Telefónica Group companies have established negotiation procedures whereby belonging to the same group is not a precondition for contracting services. Accordingly, to win service contracts, the prices offered must be competitive with those available in the marketplace.
To this end, the Predecessor performs regular internal and external studies to determine the objective benchmark price in each country for each service provided and thus ensure that all of the Predecessor’s commercial transactions with Telefónica Group companies are carried out on an arm’s length basis.
On May 8, 2007, Telefónica, S.A. and AIT signed a Master Agreement for the provision of services that came into effect in October 2008. In April 2011, the first addendum to this Master Agreement was signed, extending its term until December 31, 2016. Telefónica Group companies also adhered to the addendum of the Master Agreement, implying that all specific contracts in force shall be extended to December 31, 2016.
Transactions carried out between the Predecessor and the Telefónica Group in 2012 and 2011 that are not disclosed in other notes are detailed below.
 
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Assets & Liabilities
The breakdown of assets and liabilities balances with Telefónica Group companies at December 31, 2011 and November 30, 2012 was as follows:

 	  	2011	 	  	2012	 	
Receivables	  				  				
Loans	  	 	1,112	  	  	 	4	  	
Receivables	  	 	253,671	  	  	 	307,815	  	
Other receivables	  	 	2,610	  	  	 	4,341	  	
	  	 	 	 	  	 	 	 	
	  	 	257,393	  	  	 	312,160	  	
	  	 	 	 	  	 	 	 	
Other Assets	  				  				
Deposits and guarantees	  	 	179	  	  	 	187	  	
Prepayments	  	 	83	  	  	 	614	  	
	  	 	 	 	  	 	 	 	
	  	 	262	  	  	 	801	  	
	  	 	 	 	  	 	 	 	
Payables	  				  				
Payable	  	 	28,027	  	  	 	29,566	  	
Other payables	  	 	2,221	  	  	 	5,870	  	
Tax payable (related to consolidated taxes)	  	 	4,908	  	  	 	—	  	
Dividend payable to Telefónica	  	 	1	  	  	 	1,949	  	
Advances	  	 	4	  	  	 	8,659	  	
	  	 	 	 	  	 	 	 	
	  	 	35,161	  	  	 	46,044	  	
	  	 	 	 	  	 	 	 	
The long-term loan granted by Atento Brasil to Telesp Brasil, an affiliate of Telefónica, is included under “Financial assets”.
In September 2012, Atento Teleservicios España, S.A.U. arranged a credit line with Telefónica Finanzas, S.A.U. maturing in September 2012 for up to 33,926 thousand U.S. dollars. At September 30, 2012, Atento Teleservicios España, S.A.U. had drawn down 19,561 thousand U.S. dollars. The maturity of this credit line has been extended to November 13, 2012. Credit line was paid-off and closed out as of November 30, 2012.
In June 2012, Atento Servicios Auxiliares de Contact Center, S.L.U. signed a credit line with Telefónica Finanzas, S.A.U. maturing in September 2012 with a limit of 1,127 thousand U.S. dollars. At September 30, 2012, Atento Servicios Auxiliares de Contact Center, S.L.U. had drawn down 474 thousand U.S. dollars. The maturity of this credit line has been extended to November 13, 2012. The credit line was paid-off and closed out as of November 30, 2012.
Main transactions
The main transactions with Telefónica Group companies in 2011 and 2012 are as follows:

Transactions with Telefónica Group Companies	  	2011	 	 	2012	 	
Income	  				 				
Revenue and other Operating Income	  	 	1,236,375	  	 	 	1,066,132	  	
Finance Income	  	 	557	  	 	 	280	  	
			
Expenses	  				 				
Supplies	  	 	(48,793	) 	 	 	(42,332	) 	
External services	  	 	(17,810	) 	 	 	(15,234	) 	
Finance Costs	  	 	(823	) 	 	 	(242	) 	
Net translation differences	  	 	(2,857	) 	 	 	(235	) 	
Other administrative expenses	  	 	(220	) 	 	 	(1,045	) 	
 
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Directors and Key management compensation
The members of the Board of Directors of the Predecessor as of November 30, 2012 are those listed below:

Name	  	Position in the
Board of Directors	
Francisco Javier de Paz Mancho	  	Chairman	
Luis Iturbe Sanz de Madrid	  	Vice Chairman	
Alejandro Reynal Ample	  	Chief Executive Officer	
Claudio Vilar Furtado	  	Director	
José Benito de Vega	  	Director	
José Ignacio Calderón Balanzategui	  	Director	
Natalia Sainz Stuyck	  	Director	
Pierre Villar Iroumé	  	Director	
Nicolás Bonilla Villalonga	  	Director	
David Mª Jiménez-Blanco Carrillo de Albornoz	  	Director	
Oscar Maraver Sánchez–Valdepeñas	  	Director	
Alicia Herrán Fernández	  	Director	
Reyes Cerezo Rodríguez-Sedano	  	Non-Executive Secretary	
The following table show the total compensation paid to the Predecessor’s Board of Directors and key management in 2011 and 2012:

 	  	Thousands of U.S. dollars	 	
 	  	January-December 2011	 	  	January-November 2012	 	
Total compensation paid to Board of Directors	  	 	1,948	  	  	 	2,051	  	
Total compensation paid to Key Management	  	 	5,280	  	  	 	5,213	  	
Salary and other compensation	  	 	4,255	  	  	 	4,800	  	
Health insurance	  	 	31	  	  	 	54	  	
Payments of life insurance premiums	  	 	40	  	  	 	18	  	
Pension Plan	  	 	75	  	  	 	65	  	
Other benefits	  	 	879	  	  	 	276	  	
Indemnities paid to senior executives in 2011 and 2012 totaled 5,289 and 3,330 thousand U.S. dollars, respectively.
Share-based payments linked to the Telefónica, S.A. share price
In 2011 and during part of 2012, the Telefónica Group had the following shared-based payment plans linked to the share price of Telefónica, S.A. These plans have been settled in connection with the acquisition of the combined entities described in Note 1.
Telefónica, S.A. share plan: “Performance Share Plan”
At the General Shareholders’ Meeting of Telefónica S.A. on June 21, 2006, its shareholders approved the introduction of a long-term incentive plan for managers and senior executives of Telefónica S.A. and other Telefónica Group companies, including Midco Sarl. Under this plan, selected participants who met the qualifying requirements were given a certain number of Telefónica S.A. shares as a form of variable compensation.
The Plan was initially intended to last seven years. It is divided into five phases, each three years long, beginning on July 1 (the “Start Date”) and ending on June 30 three years later (the “End Date”). At the start of each phase the number of shares to be awarded to Plan beneficiaries is determined based on their success in
 
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meeting targets set. The shares are delivered, assuming targets are met, at the End Date of each phase. Each phase is independent from the others. The first started on July 1, 2006 (with shares to be delivered, if targets are met, on or after July 1, 2009) and the fifth phase began on July 1, 2010 (with any shares earned delivered on or after July 1, 2013).
Award of the shares is subject to a number of conditions:
 
 	•	 	The beneficiary must continue to work for the company throughout the three years of the phase, subject to certain special conditions related to departures.	
 
 	•	 	The actual number of shares awarded at the end of each phase will depend on success in meeting targets and the maximum number of shares assigned to each executive. Success is measured by comparing the total shareholder return (TSR), which includes both the share price and dividends offered by Telefónica shares, with the TSRs offered by a basket of listed telecom companies that comprise the comparison group. Each employee who is a member of the Plan is assigned at the start of each phase a maximum number of shares. The actual number of shares awarded at the end of the phase is calculated by multiplying this maximum number by a percentage reflecting their success at the date in question. This will be 100% if the TSR of Telefónica, S.A. is equal to or better than that of the third quartile of the Comparison Group and 30% if Telefónica, S.A.’s TSR is in line with the median. The percentage rises linearly for all points between these two benchmarks. If the TSR is below average no shares are awarded.	
When each phase matures, it is Telefónica, S.A. that is responsible for delivering the appropriate number of shares, determined as described above, to all the senior managers of the Telefónica Group taking part in the Plan. In this respect, at the end of each phase, Telefónica, S.A. will charge the Predecessor companies the share of the cost attributable to its managers and executives, calculated as the fair value on the grant date of the securities delivered.
Long-term incentive plan based on Telefónica, S.A. shares: “Performance and Investment Plan”
At the General Shareholders’ Meeting of Telefónica, S.A on May 18, 2011, a new long-term share-based incentive plan called the “Performance and Investment Plan” (the “Plan” or “PIP”) was approved for Telefónica Group directors and senior executives.
Under this Plan, a certain number of shares of Telefónica, S.A. will be delivered to participants selected by the Company who have opted to take part in the scheme and meet the requirements and conditions stipulated to this end.
The Plan includes the possibility of co-investment so that all participants may receive an additional number of shares. This is also subject to compliance with certain stated requirements and targets of the Plan.
The Plan lasts five years and is divided into three independent three-year phases (i.e. delivery of the shares for each three-year phase three years after the start date). The first phase began on July 1, 2011 (with the delivery of the related shares from July 1, 2014). The third phase will begin on July 1, 2013 (with delivery of the related shares from July 1, 2016).
The specific number of Telefónica, S.A. shares deliverable within the maximum amount established to each member at the end of each phase will be contingent and based on the Total Shareholder Return (“TSR”) of Telefónica, S.A. shares (from the reference value) throughout the duration of each phase compared to the TSRs of the companies included in the Dow Jones Global Sector Titans Telecommunications Index. For the purposes of this Plan, these companies make up the comparison group (“Comparison Group”).
The TSR is the indicator used to determine the Telefónica Group’s medium- and long-term value generation, measuring the return on investment for each shareholder. For the purposes of this Plan, the return on
 
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investment of each phase is defined as the sum of the increase or decrease in the Telefónica, S.A. share price and dividends or other similar items received by the shareholder during the phase in question.
At the beginning of each phase, each Participant is allocated a notional number of shares. The number of shares to be delivered under the Plan is expected to range from:
 
 	•	 	30% of the number of notional shares if Telefónica, S.A.’s TSR is at least equal to the median of the Comparison Group, and	
 
 	•	 	100% if Telefónica, S.A.’s TSR is within the third quartile or higher than that of the Comparison Group. The percentage is calculated using linear interpolation when it falls between the median and third quartile.	
The Plan includes an additional condition regarding compliance by all or part of the Participants with a target investment and holding period of Telefónica, S.A. shares (“Co-Investment”), to be determined for each Participant, as appropriate, by the Board of Directors based on a report by the Appointments, Compensation and Good Governance Commission.
In addition, and independently of any other conditions or requirements that may be established, in order to be entitled to receive the corresponding shares, each Participant must be a Telefónica Group employee at the delivery date for each phase, except in special cases as deemed appropriate.
Shares will be delivered at the end of each phase (i.e., in 2014, 2015, and 2016, respectively). The specific delivery date will be determined by the Board of Directors or the committee or individual entrusted by the Board to do so.
The shares to be delivered to Participants, subject to compliance with the pertinent legal requirements in this connection, may be either (a) treasury shares in Telefónica, S.A. acquired by Telefónica, S.A. itself or by any of the Telefónica Group companies; or (b) newly-issued shares.
2011
The third phase of the plan ended on June 30, 2011. A total of 72,176 shares were delivered by Telefónica, S.A. to the Predecessor’s managers.
At December 31, 2011, the maximum number of shares assigned to the Predecessor’s executives amounted to 255,668 shares.
The average term outstanding on these entitlements at December 31, 2011 is 1.5 years.
Therefore, at December 31, 2011, the amount recognized by the Predecessor was 1,480 thousand U.S. dollars, with the cost accrued in the period charged to personnel expenses for the portion of the cost accrued during the year, considering the time elapsed from the launch of the Plan to the statement of financial position date, as well as the best estimate of the total cost attributable to it. This Plan was terminated in 2012 upon the close of the Acquisition.
24. EVENTS AFTER THE END OF THE REPORTING PERIOD
We have evaluated subsequent events through April 29, 2014, the date these combined carve-out financial statements were available to be issued and have identified the following subsequent events. In December 2012, Telefónica, S.A. and certain funds affiliated with Bain Capital Partners, LLC reached a definitive agreement for the acquisition, through the Successor, of the 100% of the businesses carried out by the combined entities. After the acquisition date, which was established on December 1, 2012, the combined entities are controlled by the Successor directly or through intermediate holding companies. The consideration paid amounts to approximately 1,022,184 thousand U.S. dollars.
 
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The Successor has accounted for the acquisition of the combined entities in accordance with IFRS 3, Business Combinations, and has recorded assets acquired and liabilities assumed at fair value.
At February 3, 2014, Banco Nacional de Desenvolvimento Economico e Social (BNDES) granted a credit facility to the subsidiary Atento Brasil, S.A. for an amount equivalent to approximately 124.5 million U.S. dollars. On March 27, 2014 and April 16, 2014, BNDES disbursed BRL 56.6 million (24.8 million U.S. dollars) and BRL 23.7 million (10.6 million U.S. dollars) portions respectively of the total facility, accounting for 26.8% of total credit line.
 
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Until                     ,             (25 days after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the dealers’ obligation to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.

Atento S.A.
Ordinary Shares
PROSPECTUS

Morgan Stanley	 	Credit Suisse	 	Itaú BBA	

BofA Merrill Lynch	 	Bradesco BBI	 	BTG Pactual	 	Goldman, Sachs & Co.	 	Santander	
                    , 2014

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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 6. Indemnification of Directors and Officers.
Pursuant to Luxembourg law on agency, agents are entitled to be reimbursed any advances or expenses made or incurred in the course of their duties, except in cases of fault or negligence on their part. Luxembourg law on agency is applicable to the mandate of directors and agents of the Company.
Pursuant to Luxembourg law, a company is generally liable for any violations committed by employees in the performance of their functions except where such violations are not in any way linked to the duties of the employee.
Prior to the completion of this offering, our articles of association will provide that directors and officers, past and present, are entitled to indemnification from us to the fullest extent permitted by Luxembourg law against liability and all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he is involved by virtue of his being or having been a director or officer and against amounts paid or incurred by him in the settlement thereof.
No indemnification will be provided against any liability to us or our shareholders (i) by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties of a director or officer; (ii) with respect to any matter as to which any director or officer shall have been finally adjudicated to have acted in bad faith and not in the interest of the Company; or (iii) in the event of a settlement, unless approved by a court or the board of directors.
Prior to completion of this offering, we will enter into separate indemnification agreements with our directors and executive officers, in addition to indemnification provided for in our articles of association. These agreements, among other things, provide for indemnification of our directors and executive officers to the fullest extent permitted by Luxembourg law for expenses, judgments, fines and settlement amounts incurred by this person in any action or proceeding arising out of this person’s services as a director or executive officer or at our request, subject to certain limitations. We believe that these provisions and agreements are necessary to attract and retain qualified persons as directors and executive officers.
We also agreed to indemnify certain officers of the Company for adverse tax consequences they may suffer pursuant to their employment agreements.
The indemnification rights set forth above shall not be exclusive of any other right which any of our former or current directors and officers may have or hereafter acquire under any statute, provision of our articles of association, agreement, vote of shareholders or disinterested directors or otherwise.
We expect to maintain standard policies of insurance that provide coverage (1) to our directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act and (2) to us with respect to indemnification payments that we may make to such directors and officers.
The proposed form of Underwriting Agreement to be filed as Exhibit 1.1 to this Registration Statement provides for indemnification to our directors and officers by the underwriters against certain liabilities.
Item 7. Recent Sales of Unregistered Securities.
On March 5, 2014, the Issuer issued 31,000 ordinary shares with nominal value of €1.00 per share to Atento Luxco Topco S.C.A.
 
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Item 8. Exhibits and Financial Statement Schedules.
(a) Exhibits
The exhibit index attached hereto is incorporated herein by reference.
(b) Financial Statement Schedules
All schedules are omitted because the required information is not applicable or included in the registrant’s financial statements in the Prospectus part of this registration statement.
Item 9. Undertakings.
The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions referenced in Item 14 of this registration statement or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
 
 	(1)	 	For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in the form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and	
 
 	(2)	 	For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.	
 
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Madrid, Spain on June 30, 2014.
ATENTO S.A.

By:	 	/s/ Alejandro Reynal	
Name:	 	Alejandro Reynal	
Title:	 	Chief Executive Officer	
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	  	Title	 	Date	
			
/s/ Alejandro Reynal
Alejandro Reynal	  	Chief Executive Officer	 	June 30, 2014	
			
/s/ Mauricio Montilha
Mauricio Montilha	  	Chief Financial Officer and principal accounting officer	 	June 30, 2014	
			
*
Francisco Tosta Valim Filho	  	Director	 	June 30, 2014	
			
*
Melissa Bethell	  	Director	 	June 30, 2014	
			
*
Aurelien Vasseur	  	Director	 	June 30, 2014	
			
*
Jay Corrigan	  	Authorized Representative in the United States of America	 	June 30, 2014	

*	 	/s/ Mauricio Montilha	
	 	Mauricio Montilha	
	 	as Attorney-in-fact	
 
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EXHIBIT INDEX

Exhibit
Number	 	Description	
  1.1*	 	Form of Underwriting Agreement.	
		
  2.1	 	Sale and Purchase Agreement, dated as of October 11, 2012, by and between Telefónica S.A. and the Buyers named therein.	
		
  2.2	 	Amendment Agreement, dated as of December 12, 2012, by and between Telefónica, S.A. and the Buyers named therein.	
		
  3.1	 	Articles of Association of Atento S.A., as currently in effect.	
		
  3.2*	 	Form of Amended and Restated Articles of Association of Atento S.A. to be effective upon completion of this offering.	
		
  4.1*	 	Specimen Certificate Evidencing Ordinary Shares.	
		
  4.2	 	Indenture, dated as of January 29, 2013, by and among BC Luxco 1 S.A., the guarantors party thereto, Citibank, N.A., London Branch as Trustee and Principal Paying Agent, Citibank Global Markets Deutschland AG, as Registrar and Citibank, N.A., London Branch, as collateral agent.	
		
  4.3	 	Form of Senior Secured Note (included in Exhibit 4.2 hereto).	
		
  5.1*	 	Opinion of Arendt & Medernach.	
		
10.1	 	Transaction Services Agreement between Spain Holdco and Bain LLC, dated December 12, 2012.	
		
10.2	 	Consulting Services Agreement between PCAL and Bain LLC, dated December 12, 2012.	
		
10.3	 	Management Services Agreement between Spain Holdco, Mexico Holdco, Spain Holdco 2, Spain Holdco 5 and Spain Holdco 6, dated December 12, 2012.	
		
10.4	 	Subscription and Securityholder’s Agreement, dated as of December 4, 2012, by and among BC Luxco Topco, BC Luxco and each of the investors party thereto.	
		
10.5	 	Subscription and Securityholder’s Agreement, dated as of December 4, 2012, by and among BC Luxco Topco, BC Luxco and each of the investors party thereto.	
		
10.6**	 	Master Services Agreement between BC Luxco 1 and Telefónica S.A., dated as of December 11, 2012, as amended by Amendment Agreement No. 1 thereto dated as of May 16, 2014.	
		
10.7	 	Vendor Loan Agreement, dated as of December 12, 2012, between Global Laurentia, S.L.U. and the lenders party thereto.	
		
10.8	 	Super Senior Revolving Credit Facilities Agreement, dated as of January 28, 2013, among BC Luxco 1 S.A., the entities and guarantors named therein and the arrangers and lenders party thereto.	
		
10.9	 	Instrumento Particular de Escritura (Brazilian debentures).	
		
10.10*+	 	2014 Omnibus Incentive Plan.	
		
10.11*	 	Form of Registration Rights Agreement.	
		
21.1*	 	List of subsidiaries of Atento S.A.	
		
23.1	 	Consent of Ernst & Young, S.L., independent registered public accounting firm.	
		
23.2*	 	Consent of Arendt & Medernach (included in Exhibit 5.1).	
		
24.1	 	Powers of Attorney (previously included in the signature pages hereto).	
		
99.1*	 	Consent of director nominees.	

*	To be filed by amendment.	
**	Application has been made to the Securities and Exchange Commission for confidential treatment of certain provisions of this exhibit. Omitted material for which confidential treatment has been requested has been filed separately with the Securities and Exchange Commission.	
+	Indicates a management contract or compensatory plan or arrangement.	
 
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Exhibit 2.1
SALE AND PURCHASE AGREEMENT
11 October 2012
By and Between
Telefónica, S.A.
and
The Buyers

Table of Contents

 	 	 	  	Page	 	
			
1	 	DEFINITIONS AND INTERPRETATION	  	 	3	  	
			
2	 	SALE AND PURCHASE	  	 	4	  	
			
3	 	CONDITIONS PRECEDENT	  	 	5	  	
			
4	 	CLOSING	  	 	8	  	
			
5	 	PURCHASE PRICE AND PAYMENT	  	 	10	  	
			
6	 	MANAGEMENT OF THE COMPANY AND ITS SUBSIDIARIES UNTIL THE CLOSING DATE	  	 	12	  	
			
7	 	REPRESENTATIONS AND WARRANTIES	  	 	19	  	
			
8	 	RULES REGARDING LIABILITY FOR DAMAGES	  	 	20	  	
			
9	 	INDEMNITY	  	 	27	  	
			
10	 	POST-CLOSING COVENANTS	  	 	30	  	
			
11	 	CONFIDENTIALITY	  	 	32	  	
			
12	 	MISCELLANEOUS	  	 	33	  	
			
13	 	GOVERNING LAW	  	 	38	  	
			
14	 	JURISDICTION	  	 	38	  	
 
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This Sale and Purchase Agreement is entered into in Madrid, this 11th day of October 2012
BY AND BETWEEN
ON THE ONE PART
Telefónica, S.A. (the “ Seller ”), a company duly incorporated and in existence in accordance with the laws of the Kingdom of Spain, with Spanish Tax Identification Number (CIF) A-28.015.865 and registered office in Calle Gran Via, n o . 28, Madrid, represented by Mr. Angel Vilã Boix , of age, duly empowered to act by virtue of the Board of Directors meeting held on 26 September 2012;
AND ON THE OTHER PART
B.C. Brazilco Participacoes S.A. (“ Brazil Holdco ”), a company duly incorporated and in existence in accordance with the laws of Brazil, enrolled with the Corporate Taxpayers’ Registry (CNPJ/MF) under No. 15.418.674/0001-88 and registered office in the City of São Paulo, State of São Paulo, Brazil, at Avenida Bernardino de Campos, 98, 3th floor, room 18, ZIP Code 04004-040], represented by Mr. Antonio de Santiago Pèrez, of legal age, duly empowered to act by virtue of the power of attorney granted on October 8th, 2012, duly notarized;
B.C. Atalaya Mexholdco, S. de R.L. de C.V. (“ Mexico Holdco ”), a company duly incorporated and in existence in accordance with the laws of the United Mexican States, with Tax Identification Number PAC120605V77 and registered office in Angel Urraza Eje 6 Sur 314, Colonia del Valle, 03100, Mexico, Federal District, represented by Mr. Antonio de Santiago Pèrez, of legal age, duly empowered to act by virtue of public deed number 37,433, dated as of October 8th, 2012, granted before Mr. José Luis Viilavicencio Castañeda, Notary Public Number 218 of Mexico, Federal District;
Global Chaucer, S.L.U. (“ Spain Holdco ”), a company duly incorporated and in existence in accordance with the laws of the Kingdom of Spain, with Tax Identification Number B-86445731 and registered office in Calle Pradilio n o 5, bajo exterior, derecha, 28002, Madrid, represented by Mr. Antonio de Santiago Pérez, of legal age, duly empowered to act by virtue of his appointment as joint and several director of the company;
Global Laurentia, S.L.U. (“ Spain Holdco 2 ”), a company duly incorporated and in existence in accordance with the laws of the Kingdom of Spain, with Tax Identification Number B-86521267 and registered office in Calle Pradilio n o 5, bajo exterior, derecha, 28002, Madrid, represented by Mr. Antonio de Santiago Pérez, of legal age, duly empowered to act by virtue of a public deed granted before the Notary Public of Madrid, Mr. Ignacio Martinez-Gil Vich, under number 2,107 of his records;
B.C. Spain HoldCo 4, S.A.U. (“ Spain Holdco 4 ”), a company duly incorporated and in existence in accordance with the laws of the Kingdom of Spain, with Tax Identification Number A-86542776 and registered office in Calle Pradilio n o 5, bajo exterior, derecha, 28002, Madrid, represented by Mr. Antonio de Santiago Pérez, of legal age, duly empowered to act by virtue of his appointment as sole director of the company; and
Global Kiowa, S.L.U. (“ Spain Holdco 5 ”), a company duly incorporated and in existence in accordance with the laws of the Kingdom of Spain, with Tax Identification Number B-86521226 and registered office in Calle Pradilio n o 5, bajo exterior, derecha, 28002, Madrid, represented by Mr. Antonio de Santiago Pérez, of legal age, duly empowered to act by virtue of his appointment as joint and several director of the company.
 
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BC Luxco 1 (“ Luxco 1 ”), a société à responsabilité limitée duty incorporated and in existence in accordance with the laws of the Grand Duchy of Luxembourg having its registered office at 9A, rue Gabriel Lippmann, L-5365 Munsbach, registered with the Luxembourg Trade and Companies’ Register under number B 170329 represented by Mr. Antonio de Santiago Pèrez, of legal age, duly empowered to act by virtue of the power of attorney granted by Luxco 1 on October 8th, 2012, duly notarized.
BC Luxco 2 (“ Luxco 2 ”), a société à responsabilité limitée duly incorporated and in existence in accordance with the laws of the Grand Duchy of Luxembourg having its registered office at 9A, rue Gabriel Lippmann, L-5365 Munsbach, registered with the Luxembourg Trade and Companies’ Register under number B 171 762 represented by Mr. Antonio de Santiago Pèrez, of legal age, duly empowered to act by virtue of the power of attorney granted by Luxco 2 on October 8th, 2012, duly notarized.
The Seller and the Buyers will be jointly named as the “ Parties ” and each one of them a “ Party ”.
RECITALS
 
I.	Whereas the Seller is the holder of 100% of the share capital of Atento Inversiones y Teleservicios, S.A. (sociedad unipersonal) (the “ Company ”), a Spanish company, with registered office in calle Quintanavides, N o 17-1 a Planta, 28050, Las Tablas (Madrid) registered with the Commercial Registry of Madrid, at tome 25,149, folio 109, section 8, page number M-452.906 and with Spanish Tax Identification Number (CIF) A-85.308.930.	
 
II.	Whereas the Company directly or indirectly owns the issued share capital of the subsidiaries as described in Schedule I (the “ Subsidiaries ”).	
 
III.	Whereas the main activity of the Company and its Subsidiaries consists of rendering outsourcing customer and business process outsourcing services.	
 
IV.	Whereas the Seller was interested in selling and transferring a controlling interest up to 100% of the share capital of the Company and for such purpose it initiated an open bid process.	
 
V.	Whereas Bain Capital, Ltd. participated in such process and for such purpose has, together with its accounting, legal, tax, business and other advisers, carried out a due diligence process consisting of (i) analyzing to its satisfaction the documents delivered to Bain Capital, Ltd., or made available to it in the Data Room, during the due diligence process, including the Vendor Due Diligence Reports, as well as other information oral or written made available to Bain Capital, Ltd. with respect to the Company, and/or the transaction hereunder and (ii) discussions with certain managers and officers of the Company during management presentation sessions. In addition, Bain Capital, Ltd. and its advisors have been able to ask questions and to carry out those investigations they deemed necessary in relation to the Company and its Subsidiaries. The list of all documents, together with all the written answers to the written questions asked by Bain Capital, Ltd. or its advisers, provided during the due diligence process through the virtual data room are contained on the Diligence CD-ROM, which shall be in Agreed Form and deposited with a Spanish notary public on the date hereof (the content of such Diligence CD-ROM being the “ Information Disclosed ”).	
 
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VI.	Whereas pursuant to the Confidentiality Agreement, Bain Capital, Ltd. agreed to keep (and to procure that its permitted disclosees keep) confidential certain information relating to the Company and its Subsidiaries on and subject to the terms of the Confidentiality Agreement.	
 
VII.	Whereas, after reviewing the Information Disclosed then available to it, Bain Capital, Ltd. submitted to the Seller, on 10 July 2012 a binding offer to acquire 100% of the Shares.	
 
VIII.	Whereas, following negotiations between the Parties, the Seller has agreed to procure the sale to the Buyers of: (i) the Atento Assets and Liabilities; and (ii) the Shares, in each case on the terms and subject to the conditions of this Agreement (the “ Agreement ”).	
CLAUSES
 
1	DEFINITIONS AND INTERPRETATION	
 
1.1	Capitalized terms used but not defined in the body of the Agreement shall have the meanings given to such terms in Schedule II .	
 
1.2	The singular includes the plural and vice versa.	
 
1.3	References to the Schedules are to the schedules to this Agreement. The Schedules form an integral part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement, and any reference to this Agreement shall include the Schedules hereto.	
 
1.4	All headings in this Agreement are for ease of reference only and shall not affect the meaning or construction of any provision of this Agreement.	
 
1.5	The words “ include ” or “ including ” (or any similar term) are not to be construed as implying any limitation.	
 
1.6	General words shall not be given a restrictive meaning by reason of the fact that they are preceded or followed by words indicating a particular class of acts, matters or things.	
 
1.7	Any reference to a “ person ” includes any individual, company, trust, partnership, joint venture, unincorporated association or governmental, quasi-governmental, judicial or regulatory entity (or any department, agency or political sub-division of any such entity), in each case whether or not having a separate legal personality, and any reference to a “company” includes any company, corporation or other body corporate, wherever and however incorporated or established.	
 
1.8	Words indicating gender shall be treated as referring to the masculine, feminine or neuter as appropriate.	
 
1.9	A reference to a statute, statutory provision or subordinate legislation (“ legislation ”) refers to such legislation as amended and in force from time to time and to any legislation that (either with or without modification) re-enacts, consolidates or enacts in rewritten form any such legislation, provided that as between the Parties no such amendment, re-enactment or modification shall apply for the purposes of this Agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or would otherwise adversely affect the rights of, any Party.	
 
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1.10	Any reference to any document other than this Agreement is a reference to that other document as amended, varied, supplemented, or novated (in each case, other than in breach of the provisions of this Agreement) at any time.	
 
1.11	A reference to something being “ in writing ” or “ written ” includes that thing being produced by any legible and non-transitory substitute for writing (but not including in electronic form).	
 
1.12	“ Directly or indirectly ” means either alone or jointly with any other person and whether on such person’s own account or in partnership with another or others or as the holder of any interest in or as officer, employee or agent of or consultant to any other person.	
 
1.13	References to the time of day are to Madrid time.	
 
2	SALE AND PURCHASE	
 
2.1	In accordance with the terms and subject to the conditions of this Agreement, the Seller hereby agrees to procure the sale and transfer to the Buyers of the following assets in the following order (in each case with all rights accruing thereto as at Closing, provided that the Buyers shall only be entitled to dividends, distributions and/or return of capital resolved upon and declared, paid or made after the Effective Time (other than the Brazil Dividend and the Mexico Dividend) and free from any Encumbrances):	
 
2.1.1	the Brazil Shares to Brazil Holdco and Spain Holdco 4 in the proportions set out in paragraph 1 of Part 1 of Schedule III and each of Brazil Holdco and Spain Holdco 4 agrees to acquire the same;	
 
2.1.2	the Mexico Shares to Mexico Holdco and Spain Holdco 5 in the proportions set out in Clause 4.1.2, and each of Mexico Holdco and Spain Holdco 5 agrees to acquire the same;	
 
2.1.3	the Argentina Shares to Luxco 1 and Luxco 2 in the proportions set out in Part 4 of Schedule III , and Luxco 1 and Luxco 2 agree to acquire the same;	
 
2.1.4	the Spain Shares and the NV Shares to Spain Holdco 2, and Spain Holdco 2 hereby agrees to acquire the same;	
 
2.1.5	the Atento Assets and Liabilities (but, for the avoidance of doubt, not the AIT Assets and Liabilities) to Spain Holdco on and subject to the terms of this Agreement and the APA, and Spain Holdco hereby agrees to acquire the same;	
 
2.1.6	the Czech Shares to Spain Holdco and Spain Holdco agrees to acquire the same;	
 
2.1.7	the Chile Shares to Atento Chile Holdco and Atento NV, in the proportions set out in Part 8 of Schedule III , and Atento Chile Holdco and Atento NV agree to acquire the same; and	
 
2.1.8	the Chile Holdco Shares to Spain Holdco 2, and Spain Holdco 2 agrees to acquire the same.	
 
2.2	No Buyer shall be obliged to purchase and/or acquire any of the Atento Assets and Liabilities or the Shares unless all of the Atento Assets and Liabilities and Shares can be (and are) duly transferred to the Buyers on the Closing Date in the sequence set out in Clause 2.1 and in accordance with this Agreement. This Clause 2.2 shall not apply if the failure to complete such steps in the sequence described is due to any action or omission of any Buyer.	
 
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3	CONDITIONS PRECEDENT	
The enforceability of the purchase and sale commitments referred to in Clause 2 above is subject to the conditions set out in Clauses 3.1.1, 3.2.1, 3.3.1, 3.4.1, 3.5.1 and 3.6 (collectively, the “ Conditions Precedent ”) being satisfied or waived (or their satisfaction being subject only to Closing occurring).
 
3.1	Antitrust Approvals	
 
3.1.1	All regulatory or antitrust approvals necessary to approve the transactions contemplated in this Agreement (other than approval of the Authority in Argentina) must be obtained without any restrictions or conditions of any kind imposed on the Seller (the “ Regulatory Condition Precedent ”). For the avoidance of doubt, should the relevant authorities (the “ Authorities ”) impose any conditions or restrictions on any Buyer or the Subsidiaries, the Regulatory Condition Precedent shall be deemed fulfilled unless: (i) such conditions or restrictions could have a material adverse change on the businesses of the Subsidiaries, taken as a whole; or (ii) proceeding with Closing in such circumstances could constitute a breach of applicable law or regulation.	
 
3.1.2	The Buyers’ Representative shall as soon as reasonably practicable prepare and file with the Authorities all necessary documents (including notifications, notices, applications and subsequent submissions) to satisfy the Regulatory Condition Precedent and the mandatory filing in Argentina. The Seller shall have at least three (3) Business Days to comment on any draft written or material communication to be filed or exchanged with any Authority, and to attend all material meetings with it and the Buyers’ Representative shall keep the Seller properly informed and shall timely provide the Seller with copies of all material documents filed and correspondence exchanged with the Authorities. The Parties shall agree in good faith the content of the mandatory joint filing in Brazil. Provided that the Buyers’ Representative has received timely input from the Seller, all such filings shall be made no later than twenty-five (25) days after the execution of this Agreement.	
 
3.1.3	The Parties shall use their reasonable best efforts to cooperate with regard to the fulfillment of the Regulatory Condition Precedent, to execute all documents and take all actions which may be necessary in order to fulfill the Regulatory Condition Precedent without undue delay, including without limitation to supply any additional information and documentation that may be requested by an Authority and, in relation to the Buyer, to negotiate with and offer the Authorities any necessary commitments.	
 
3.1.4	The Buyers agree to notify the Seller of the fulfillment of the Regulatory Condition Precedent on the same day on which such condition has been fulfilled.	
 
3.2	Pre-Closing Actions	
 
3.2.1	The Seller shall procure as soon as possible following the notification described in Clause 3.1.4 and in any event by no later than 12:00 noon on the Business Day immediately prior to Closing that the following steps have been duly taken and completed and that each relevant person has complied with its respective obligations as specified in Schedule XIV :	
 
 	(a)	Atento Chile Holdco and Atento NV shall transfer to TEF Company 1 such number of its Argentina Shares as are set out in paragraph 1 of Part 1 of Schedule XIV at book value (being approximately €17,499,000) for the Majority Promissory Note;	
 
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 	(b)	Atento Chile Holdco and Atento NV shall transfer to TEF Company 2 such number of its Argentina Shares as are set out in paragraph 1 of Part 1 of Schedule XIV at book value (being approximately €l,944,000)for the Minority Promissory Note;	
 
 	(c)	Atento NV shall transfer the Guatemala Shares to Atento Mexico at fair market value for cash consideration;	
 
 	(d)	Atento Brazil shall declare a dividend up to the amount of Brazilian Reals 332,273,000 (the “ Brazil Dividend ”), which amount shall be notified to the Buyer’s Representative in writing no later than 5 Business Days prior to Closing and shall be left outstanding after declaration as an intercompany balance;	
 
 	(e)	Atento Mexico shall declare a dividend up to the amount of 657,532,000 Mexican Pesos (the “ Mexico Dividend ”), which amount shall be notified to the Buyer’s Representative in writing no later than 5 Business Days prior to Closing and shall be left outstanding after declaration as an intercompany balance;	
 
 	(f)	Atento Venezuela S.A. and Atento Brazil shall transfer 100% of their respective holdings of shares in Atento Colombia to those Subsidiaries as are set out in Part 3 of Schedule XIV (in such proportions as are set out therein), in each case for cash consideration; and	
 
 	(g)	Atento Mexico shall transfer 100% of its holding of shares in Atento Colombia to those Subsidiaries as are set out in Part 3 of Schedule XIV (in such proportions as are set out therein) at fair market value for cash consideration.	
For purposes of sub-Clauses 3.2.1(c), 3.2.1(f) and 3.2.1(g), the Seller and the Buyers Representative shall agree the fair market value by no later than 5 Business Days prior to Closing.
 
3.3	Master Services Agreement	
 
3.3.1	At Closing: (i) the Seller shall have duly executed and delivered its counterpart to the Master Services Agreement to the Buyers; and (ii) Spain Holdco (or its nominee incorporated in a Core Jurisdiction) shall have duly executed and delivered its counterpart to the Master Services Agreement to the Seller.	
 
3.4	Brazilian Financing Conditions	
 
3.4.1	The following condition precedent to the issuance of the Debentures shall have been duly satisfied or waived by the Brazilian Banks:	
 
 	(a)	no event or circumstance has occurred which is unforeseeable, and out of any Buyer control (including force majeure events) in relation to: (i) the issuance of the Debentures (including the failure to obtain the registration with the CETIP for distribution of the Debentures on the primary market and for negotiation of Debentures on the secondary market) or (ii) Brazil Holdco, which makes it impossible to issue the Debentures or would result in the Brazilian Banks acting contrary to any order of any court, arbitral body, administrative body or any law, regulation, treaty or official directive or request applicable to them;	
 
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 	(b)	the Brazilian Banks have not exercised their right to terminate the commitments to fund and subscribe for the Debentures following any judicial or extrajudicial reorganization, bankruptcy, intervention or liquidation of Atento Brazil or Seller;	
 
 	(c)	there having been no judicial or extrajudicial reorganization, bankruptcy, intervention or liquidation of any of the Brazilian Banks.	
 
3.4.2	Brazil Holdco undertakes to the Seller that, prior to Closing, it will not terminate or make any amendments to the Debentures that adversely affect its ability to satisfy its obligations hereunder, or that would delay such satisfaction, without the consent of the Seller.	
 
3.4.3	If one of the Brazilian Banks notifies Brazil Holdco prior to Closing that it will not advance its commitments under the Financing for any of the reasons set out in Clause 3.4.1, Brazil Holdco shall use its reasonable efforts to procure that a replacement lender provides such commitments. For the avoidance of doubt, if Brazil Holdco is unable to procure a replacement lender, the Condition Precedent in Clause 3.4.1 shall not be deemed satisfied unless the Buyers’ Representative has exercised its right of waiver under Clause 3.8.	
 
3.5	Atento Venezuela Transfers	
 
3.5.1	The Seller shall procure that: (i) Atento NV transfers the Venezuela Shares to a person that is a member of the Retained Group (and not a Subsidiary); and (ii) Atento Venezuela S.A. transfers its entire holding of shares in Atento Colombia to Atento Spain (in accordance with Clause 3.2.1(f)) for cash consideration, in each case by no later than the Business Day immediately prior to the Closing Date.	
 
3.6	BBVA	
The BBVA Master Framework Agreement has been fully executed and extended on terms and conditions substantially in the form set out in Schedule XIII , with the term extended for a period of at least five years.
 
3.7	Each of the Parties undertakes, to the extent permitted by law, to use reasonable endeavours and to co-operate with each other in good faith with a view to satisfying the Conditions Precedent.	
 
3.8	The Buyers’ Representative shall have the right (on behalf of the Buyers) to waive the Regulatory Condition Precedent (in relation only to conditions imposed on a Buyer or a Subsidiary) and/or the Conditions Precedent set out in Clauses 3.2.1, 3.3.1(i), 3.4, 3.5.1 and 3.6, and the Seller shall have the right to waive the Regulatory Condition Precedent (in relation only to conditions imposed on the Seller) and the Condition Precedent set out in Clause 3.3.1(ii).	
 
3.9	Any waiver of the Regulatory Condition Precedent in respect of Brazil shall be agreed between the Seller and the Buyers’ Representative (on behalf of the Buyers).	
 
3.10	If the Conditions Precedent set forth in this Clause 3 are not fulfilled (or waived) at least 10 Business Days prior to the Long Stop Date, or become incapable of satisfaction on or before the Long Stop Date, or Closing does not otherwise occur on or prior to the Long	
 
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 	Stop Date, this Agreement (except for Clauses 1, 11, 12.3 through 12.11 (inclusive), 13 and 14) will automatically terminate. If this Agreement is so terminated, the Parties shall no longer be bound by this Agreement and the Parties shall have no rights and obligations hereunder save for those rights and obligations that have accrued prior to termination.	
 
3.11	For the avoidance of doubt,	
 
3.11.1	if all of the Conditions Precedent are satisfied (or waived) at least 10 Business Days prior to the Long Stop Date the Parties shall be obligated to complete or procure the completion of the sale and purchase commitments set out in Clause 2;	
 
3.11.2	if a Party fails to satisfy its obligations in respect of the Conditions Precedent set out in Clause 3.2.1, 3.3.1 or 3.5 and the other Party elects to waive such Condition Precedent (if it is permitted to do so) and proceed with Closing, or if this Agreement is terminated in accordance with Clause 4.3.4 below, then the waiving or terminating Party (as applicable) shall not be prohibited from making a claim for breach of this Agreement or from seeking any other remedy available to it under the terms of this Agreement with respect to accrued claims.	
 
4	CLOSING	
 
4.1	Subject to all of the Conditions Precedent having been duly satisfied (or duly waived) in accordance with Clause 3, Closing shall take place on the Closing Date at the offices of the Seller in Madrid, Spain (or such other place and in such other manner as the Parties may agree) and the following actions shall be taken in the following order:	
 
4.1.1	Atento NV and the Minority Brazil Holders shall transfer the Brazil Shares to Brazil Holdco and Spain Holdco 4, in the proportions set out in paragraph 1 of Part 1 of Schedule III , and the Seller shall procure that Atento NV and the Minority Brazil Holders shall comply with their respective obligations as specified in Part 1 of Schedule III and Brazil Holdco and Spain Holdco 4 shall comply with their respective obligations as specified in Part 1 of Schedule III ;	
 
4.1.2	Atento NV shall transfer to Mexico Holdco 100% of its holding of the Mexico Shares and Atento Colombia shall transfer 100% of its holding of the Mexico Shares to Spain Holdco 5, and the Seller shall procure that Atento NV and Atento Colombia shall comply with their respective obligations as specified in Part 2 of Schedule III and Mexico Holdco and Spain Holdco 5 shall comply with their respective obligations as specified in Part 2 of Schedule III ;	
 
4.1.3	Brazil Holdco will subscribe for shares in Atento Brazil in an amount equal to the Brazil Dividend, and Atento Brazil shall use such funds to satisfy the Brazil Dividend; and Mexico Holdco will subscribe for shares and/or make a loan to Atento Mexico in an amount equal to the Mexico Dividend, and Atento Mexico shall use such funds to satisfy the Mexico Dividend;	
 
4.1.4	the Company shall transfer the NV Shares to Spain Holdco 2 (the consideration for which shall be net of all Taxes), and the Seller shall procure that the Company complies with its obligations as specified in Part 3 of Schedule III and Spain Holdco 2 shall comply with its obligations as specified in Part 3 of Schedule III ;	
 
4.1.5	(i) TEF Company 2 shall transfer 100% of its holding of Argentina Shares to Luxco 1 and Luxco 1 will assume TEF Company 2’s obligations under the Minority Promissory Note; (ii)	
 
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 	TEF Company 1 shall transfer 100% of its holding of Argentina Shares to Luxco 2 and Luxco 2 will assume TEF Company 1’s obligations under the Majority Promissory Note; and (iii) the Seller shall procure that TEF Company 1 and TEF Company 2 comply with their respective obligations as specified in Part 4 of Schedule III and Luxco 1 and Luxco 2 shall comply with their respective obligations as specified in Part 4 of Schedule III ;	
 
4.1.6	the Company shall transfer the Spain Shares to Spain Holdco 2, and the Seller shall procure that the Company complies with its obligations as specified in Part 5 of Schedule III and Spain Holdco 2 shall comply with its obligations as specified in Part 5 of Schedule III ;	
 
4.1.7	the Company shall transfer the Atento Assets and Liabilities to Spain Holdco on and subject to the terms of the APA and the Seller shall procure that the Company complies with its obligations thereunder and as specified in Part 6 of Schedule III , and Spain Holdco shall comply with its obligations as specified in Part 6 of Schedule III ; and	
 
4.1.8	the Company shall transfer the Czech Shares to Spain Holdco, and the Seller shall procure that the Company complies with its obligations as specified in Part 7 of Schedule III and Spain Holdco shall comply with its obligations as specified in Part 7 of Schedule III .	
 
4.2	On or prior to Closing, (i) the Seller shall repay (or procure the repayment of) the Seller Debt Repayment Amount; and (ii) the Buyers shall repay (or procure the repayment of) the Buyer Debt Repayment Amount.	
 
4.3	At Closing:	
 
4.3.1	Subject to Clause 3.10, if the obligations of the Buyers or the Seller under Clause 4.1 and Schedule III are not complied with on the Closing Date, the Seller, in case of non-compliance by the Buyers, or the Buyers, in case of non-compliance by the Seller, shall be entitled (in addition to and without prejudice to all other rights or remedies available, including the right to claim Damages) by written notice to the Buyers’ Representative or the Seller, as the case may be:	
 
4.3.2	to defer Closing for a period of up to 10 Business Days (and the provisions of this Clause 4 shall apply to Closing as so deferred);	
 
4.3.3	to require the Parties to proceed to Closing as far as practicable, having regard to the defaults which have occurred; or	
 
4.3.4	subject to Closing having first been deferred for a period of at least 10 Business Days under Clause 4.3.2 and the Parties having used reasonable endeavours to effect Closing during that period, to terminate this Agreement by written notice to the Buyers’ Representative or the Seller, as the case may be, in which case this Agreement (except for Clauses 1, 11,12.3 through 12.11 (inclusive), 13 and 14) will terminate. If this Agreement is so terminated, the Parties shall no longer be bound by this Agreement and the Parties shall have no rights and obligations hereunder save for those rights and obligations that have accrued prior to termination.	
 
4.4	Immediately following (and on the day of) Closing:	
 
4.4.1	the Minority Chile Holders shall transfer the Chile Shares to Atento Chile Holdco and Atento NV in the proportions set out in Part 8 of Schedule III , and the Seller shall procure that the Minority Chile Holders comply with their respective obligations as specified in	
 
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 	Part 8 of Schedule III and Spain Holdco 2 shall procure that Atento Chile Holdco and Atento NV comply with their respective obligations as specified in Part 8 of Schedule III ; and	
 
4.4.2	TEF BV will transfer the Chile Holdco Shares to Spain Holdco 2, and the Seller shall procure that TEF BV complies with its obligations as specified in Part 9 of Schedule III and Spain Holdco 2 shall comply with its obligations as specified in Part 9 of Schedule III .	
 
4.4.3	The Parties agree that, with respect to any Shares, if a transfer agreement is legally required or customary in a relevant jurisdiction in order to transfer legal and beneficial title to such Shares, the relevant seller and the relevant Buyer shall use the form of agreement attached as Schedule XII . Further, the Parties agree that the documents transferring the Shares (other than, for the avoidance of doubt, this Agreement or the APA), shall not contain any representations, warranties, covenants or indemnities that would extend any Party’s rights or obligations under this Agreement and if any such representations, warranties, covenants or indemnities must be contained in such transfer documents pursuant to applicable law or regulation, such Party shall irrevocably waive any right it may have to enforce such provisions and, further, the Parties agree that if there is any conflict between any document transferring any of the Shares and this Agreement, the terms of this Agreement shall prevail.	
 
5	PURCHASE PRICE AND PAYMENT	
 
5.1	The aggregate purchase price for the sale and purchase of the Atento Assets and Liabilities and the Shares is €929,443,000 and the Contingent Value Instruments with an aggregate maximum principal amount equal to the Argentinean Peso equivalent of €110,000,000 (allocated as set forth in Schedule XXIII ); less	
 
5.1.1	the Actual Debt Amount; less	
 
5.1.2	the Actual Working Capital Shortfall (if any); plus	
 
5.1.3	the Actual Working Capital Excess (if any); less	
 
5.1.4	all Leakage between 1 December 2012 and Closing (inclusive); less	
 
5.1.5	the TEF Trade Receivables DSO Shortfall Amount (if any); plus	
 
5.1.6	the December Ticking Fee and, if applicable, the 2013 Ticking Fee.	
(the “ Purchase Price ”).
 
5.2	[Intentionally omitted]	
 
5.3	The Closing Purchase Price will be satisfied at Closing through: (i) the cash payments of €628,043,000 (less each of (A) the Closing Brazil Tax and (B) the Closing Mexico Tax and (C) all Notified Leakage) to the Company to such bank accounts in the Core Jurisdictions as the Seller shall notify to the Buyer’s Representative in writing no later than 5 Business Days prior to Closing; (ii) the issuance of the Contingent Value Instruments; (iii) the issuance of the Vendor Loan Note; (iv) the assumption of the obligations under the Majority Promissory Note and the assumption of the obligations under the Minority Promissory Note; and (iv) the payment of the December Ticking Fee and, if applicable, the 2013 Ticking Fee to the Company to such bank accounts in the Core Jurisdictions as the Seller shall notify to the Buyer’s Representative in writing no later than 5 Business Days prior to Closing.	
 
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5.4	After final agreement on, or final determination of, the Payment Statement in accordance with Part 1 of Schedule V , the following payments shall be made:	
 
5.4.1	if the Balancing Amount is zero, no payment shall be made by the Seller or any Buyer;	
 
5.4.2	subject always to Clauses 5.7 or 5.8 and Clauses 12.8.4 and 12.8.5, if the Balancing Amount is a positive number, (without prejudice to Clause 12.14) the relevant Buyers shall (in such proportions as the Buyers’ Representative shall determine) pay to the Seller an amount equal to the Balancing Amount; or	
 
5.4.3	if the Balancing Amount is a negative number, an amount equal to the Balancing Amount (for these purposes expressed as a positive amount) shall be paid by the Seller to the Buyers at the Buyers’ Representative’s direction.	
 
5.5	Any payment to be made under Clause 5.4 (which, for the avoidance of doubt shall not include any amount to be paid by a Buyer to a Tax Authority pursuant to Clauses 5.7 or 5.8), shall be made within five Business Days after the date on which the Payment Statement is agreed or determined in accordance with Schedule V by same day bank transfer to:	
 
5.5.1	in the case of payments to the Seller, such account(s) in the Core Jurisdictions as shall be notified by the Seller to the Buyers’ Representative at least three Business Days prior to the due date for payment; and	
 
5.5.2	in the case of payments to the Buyers, such account(s) in the Core Jurisdictions of such Buyers as the Buyers’ Representative shall notify to the Seller at least three Business Days prior to the due date for payment.	
 
5.6	For the avoidance of doubt, the obligation to pay the Purchase Price shall be satisfied once the Closing Purchase Price has been settled in accordance with Clause 5.3 and the Balancing Amount (if any) has been paid in accordance with Clauses 5.4.2 and 5.4.3.	
 
5.7	If any payment required to be made under Clause 5,4.2 is attributable to the Brazil Shares, Brazil Holdco and Spain Holdco 4 shall withhold the Post-Closing Brazil Tax (if any) and shall, provided the Seller has complied with Clause 9.2.7, pay such amount to the Brazil Tax Authorities within 20 Business Days of final agreement on, or final determination of, the Payment Statement in accordance with Part 1 of Schedule V .	
 
5.8	If any payment required to be made under Clause 5.4.2 is attributable to the Mexico Shares, Mexico Holdco and Spain Holdco 5 shall withhold the Post-Closing Mexico Tax (if any) and shall, provided the Seller has complied with Clause 9.2.7, pay such amount to the Mexican Tax Authorities within 20 Business Days of final agreement on, or final determination of, the Payment Statement in accordance with Part 1 of Schedule V .	
 
5.9	If, as a consequence of Clause 5.4, a payment is made by the Seller to the Buyers then to the extent this payment is attributable to the Brazil Shares and/or the Mexico Shares, the relevant Buyers shall claim from the Brazil Tax Authorities and/or the Mexican Tax Authorities, as the case may be, the refund of the amount of the Closing Brazil Tax and/or Closing Mexican Tax paid that exceeds the Tax that corresponds to the gain resulting from the final Purchase Price, as determined pursuant to the provisions of Schedule V,	
 
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 	attributable to the Brazil Shares and/or the Mexico Shares. The Seller shall provide to the relevant Buyers the information about the amount of the Closing Brazil Tax and/or Closing Mexico Tax to be claimed, and the Buyers undertake to collaborate In good faith with the Seller during the Tax refund claim procedure. The Buyer shall reimburse to the Sellers any amount so received from the Tax Authorities within 30 Business Days of receipt.	
 
6	MANAGEMENT OF THE COMPANY AND ITS SUBSIDIARIES UNTIL THE CLOSING DATE	
 
6.1	For the purposes of this Agreement, the transition period shall be the period that elapses between the execution of this Agreement and Closing (the “ Transition Period ”).	
 
6.2	During the Transition Period, the Seller shall cause the Company and each of its Subsidiaries to conduct its business in the ordinary course consistent with past practice and to preserve its business organization and, except as pursuant to (i) existing written contracts or written commitments that have been Fairly Disclosed in the Information Disclosed or (ii) the provisions of this Agreement, the Seller shall not (and shall cause the Company and its Subsidiaries not to), without the prior written approval of the Buyers’ Representative (which shall not be unreasonably denied):	
 
6.2.1	materially change the nature, strategy or scope of, or discontinue or cease to operate all or a material part of, the business of any of the Subsidiaries or the Atento Assets and Liabilities;	
 
6.2.2	change the legal form of any Subsidiary;	
 
6.2.3	change the legal or corporate structure of any of the Subsidiaries, unless otherwise required by law;	
 
6.2.4	modify the articles of association or other constitutional documents (other than in connection with a Share Cancel Event (as defined in Clause 6.2.15) of, or approve the transformation, merger or demerger, spin-off, or the global or partial assignment of any material assets or liabilities of, any Subsidiary, unless otherwise required by law, in which case the Company shall use all reasonable endeavours to procure that such modifications do not have an adverse effect on such Subsidiary;	
 
6.2.5	acquire through any Subsidiary any assets from the Seller, the Company or any Third Party in excess of €1,000,000;	
 
6.2.6	except for those commitments already undertaken by the Subsidiaries before the execution of this Agreement, incur any capital expenditure other than in the ordinary course of business consistent with past practice, and only to the extent (and not in excess of) the 2012 budget as set forth in the Information Disclosed;	
 
6.2.7	acquire through any Subsidiary any securities or other equity or debt interest in excess of €1,000,000 in the Seller, the Company or any Third Party;	
 
6.2.8	sell, lease, license, or otherwise dispose of the Atento Assets and Liabilities or any other assets of any of the Subsidiaries with individual value in excess of €50,000 or aggregate value in excess of €250,000;	
 
6.2.9	directly or indirectly sell, transfer or otherwise dispose of, or create any Encumbrance over, any securities of the Subsidiaries or over the Atento Assets and Liabilities;	
 
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6.2.10	take any action that would incur or increase any indebtedness, in each case in excess of €500,000 except for repayment of any or all the Existing Facilities or in respect of the Argentina Transaction;	
 
6.2.11	grant or extend from any Subsidiary any loan (of any amount) with an individual value in excess of €100,000 or with an aggregate value in excess of €500,000 to the Seller, the Company, any other member of the Retained Group or any Third-Party(ies);	
 
6.2.12	grant any new Encumbrance over any of the material assets of any of the Subsidiaries or over the Atento Assets and Liabilities, in each case relating an amount higher than €100,000;	
 
6.2.13	enter into, terminate (unless such termination occurs in accordance with the terms of the Material Contract) or change any material terms or conditions of any Material Contracts that could affect the Subsidiaries and/or the Atento Assets and Liabilities);	
 
6.2.14	negotiate, enter into, or terminate any agreement having a value in excess of €100,000 that could affect the Subsidiaries or the Atento Assets and Liabilities except in the ordinary course of business consistent with past practice and on arm’s length terms;	
 
6.2.15	issue, offer, grant, redeem, repurchase or cancel any shares or any other securities of any of the Subsidiaries (other than redeem or cancel any shares or other securities of Atento Brazil or Atento Mexico (a “ Share Cancel Event ”)) or grant any option or other right to acquire or subscribe for any securities of any of the Subsidiaries;	
 
6.2.16	subject to Clause 6.2.17 make any material change to the terms and conditions: (a) of employment of any Senior Employee; (b) of any material consultancy arrangement; or (c) upon which any director or officer or Senior Employee serves any Subsidiary, except for any modification that is mandatory by law or required by any government authority or is made pursuant to the terms of any existing applicable collective bargaining agreement;	
 
6.2.17	unless for reasonable cause, dismiss any Senior Employee or engage or appoint any person who will be a Senior Employee of any of the Subsidiaries or any Senior Employee to be transferred with the Atento Assets and Liabilities;	
 
6.2.18	enter into any guarantee or indemnity by any of the Subsidiaries other than in the ordinary course of trading;	
 
6.2.19	change its accounting reference date, make any change to the accounting method, practices or policies or Tax procedures, change its residence for Taxation purposes, make or change any election with respect to Taxation or amend any Tax Return, settle any inquiry, audit or dispute relating to Taxation, except for mandatory changes deriving from the Subsidiaries departing from the consolidated tax group of the Seller;	
 
6.2.20	liquidate, wind-up, or put any Subsidiary into any insolvency procedure;	
 
6.2.21	regarding the Subsidiaries, compromise, release, settle or discharge any litigation, arbitration proceedings or insurance claim, in respect of an amount exceeding €100,000 per each single litigation, claim or proceeding, and except for debt collection in the ordinary course;	
 
6.2.22	conduct its business otherwise than in compliance with all applicable laws, by-laws and regulations;	
 
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6.2.23	request (or accept) the return of any amount forming part of the Judicial Deposits unless such amount relates to a Labour Dispute that has been finally settled or determined;	
 
6.2.24	permit Atento Brazil, Atento Mexico or Atento NV to declare or pay arty dividend except for the Brazil Dividend and the Mexico Dividend; or	
 
6.2.25	enter into an agreement or commitment to do or approve any of the foregoing.	
 
6.3	Notwithstanding the above, the Seller shall be entitled to: (i) enter into foreign exchange derivative instruments in connection with the Brazil Dividend and the Mexico Dividend; and (ii) carry out any of the transactions referred to above if the Seller has obtained the Buyers’ Representative’s prior written consent which shall not be reasonably withheld. If the Seller gives the Buyer written notice of its desire to carry out any transaction referred to in Clause 6.2 and the Buyers’ Representative does not express any opposition or objection within a period of ten (10) Business Days (or in the case of Clause 6.2.13, five (5) Business Days) following receipt by the Buyers’ Representative of such written notice, the relevant transaction shall be considered authorized by the Buyers’ Representative.	
 
6.4	The Seller undertakes to notify the Buyer in writing promptly after becoming aware of any matter which would, or is reasonably likely to, constitute a breach of Clause 6.2.	
 
6.5	Financing Cooperation	
During the Transition Period, the Seller shall and shall cause the Group Companies to cooperate with the Buyers and their advisors as reasonably necessary in connection with the third party debt financing (the “ Financing ”) obtained by any of the Buyers and/or their Affiliates in connection with the transactions contemplated by this Agreement as long as it does not constitute a breach of applicable law or regulation or any confidentiality obligation, including by:
 
6.5.1	subject to appropriate confidentiality protections, upon reasonable notice furnishing the Buyers’ Representative, lenders and prospective lenders (and their advisors) with financial and other available and existing information regarding the Group Companies as may be reasonably required by such lenders and of a type generally used in connection the Financing (including all financial statements, bank account details, pro forma financial information, financial data, audit reports and projections);	
 
6.5.2	upon reasonable notice, reasonably assisting in the preparation of any bank information memoranda, business projections and financial statements and similar documents that may be reasonably required by the lenders and the prospective lenders, subject to appropriate confidentiality protections, in connection with the Financing and provided that the Seller shall only be required to provide information that is or has been produced by the Company and the Subsidiaries in the ordinary course; and	
 
6.5.3	regarding the Subsidiaries, cooperating in good faith with the Buyers in the preparation of the corporate actions, subject to the occurrence of Closing, reasonably requested by the Buyers’ Representative in connection with the Financing.	
Notwithstanding any other provisions of this Agreement, the Buyers shall pay all the documented and reasonable Third Party expenses and costs incurred by the Seller, the Seller’s Affiliates and the Company in relation to any action properly taken by such person in compliance with the written request of a Buyer or the Buyers’ Representative in connection with this Clause 6.5. The Seller does not represent and warrant any of the information provided to the Buyers, lenders or prospective lenders pursuant to this Clause 6.5.
 
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6.6	Access / Maintenance of Books and Records	
 
6.6.1	During the Transition Period, the Buyers’ Representative may send a notice to the Seller (addressed to Mr. Alberto Horcajo Aguirre or any other person that the Seller may designate in writing) including a list of any reasonable information relating to the business and activities of the Group Companies that the Buyers’ Representative wishes to review. Subject to appropriate confidentiality protections and any applicable regulations in each jurisdiction, the Seller shall provide the information reasonably requested by the Buyers’ Representative within a reasonable period from the date of the request, including setting up a meeting between the persons authorized by the Buyers’ Representative and the Atento group of companies’ senior management.	
 
6.6.2	Other than as provided in Clause 6.6.1, the Buyers undertake during the Transition Period, without the prior written consent of the Seller, not to, and not to permit any of its representatives or any other person acting on its behalf to, directly or indirectly, contact, solicit, communicate with (whether orally, in writing or in any other manner) or otherwise engage in any discussions or communications with, or attempt to contact, solicit, communicate or otherwise engage in any discussions or communications with, any employees, director, creditors, lenders, or agent of, any Group Company in connection with or pertaining to any subject matter of this Agreement, including future employment, consulting, creditor, lender, agency or distribution relationships or the terms thereof, post-closing staffing issues, post-closing benefits matters, compensation and bonus matters, severance issues or any other matters. Notwithstanding the foregoing sentence, Buyers (and their representatives and other persons acting on their behalf) may contact the CEO of the Atento group of companies with respect to the establishment of a management incentivisation programme.	
 
6.7	Related Party Arrangements	
 
6.7.1	All existing agreements and arrangements between a Subsidiary on the one hand and a Related Party on the other hand that are listed in Schedule XVI shall be terminated by the Seller on or prior to Closing.	
 
6.7.2	All existing agreements and arrangements between a Subsidiary on the one hand and a Related Party on the other hand (other than Service Contracts (as defined in the Master Services Agreement)) not listed in Schedule XVII shall be terminated within 10 Business Days of the Buyers’ Representative’s request (without any liability to any of the parties therein) provided that such request is submitted to the Seller within six (6) months from the Closing Date.	
 
6.7.3	If any portion of the Atento Payable is not settled by the Effective Time, within 60 Business Days of the Closing Date the Seller may by written notice to the Buyers’ Representative elect to either: (i) keep such portion outstanding on market terms; or (ii) subject to the Seller indemnifying and holding harmless the Buyers in respect of all Damages (including for the avoidance of doubt all Tax incurred by the Buyers or the Subsidiaries), assign the Atento Payable for no consideration to a designee or have the outstanding amount forgiven.	
 
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6.7.4	If the Argentina Payable is an amount in Argentinean Pesos equal to €10,000,000 or less than, the Seller may elect (by written notice to the Buyer prior to the Effective Time) to leave the Argentina Payable (or part thereof) outstanding between the Atento Argentina Companies and the Retained Group on market terms for a period of no less than ten years from the Closing Date. Any such Argentina Payable left outstanding shall be excluded from Debt.	
 
6.8	Existing Facilities	
No later than five (5) Business Days prior to Closing, the Seller shall deliver to the Buyers’ Representative confirmation of: (i) the total amount that will be owed by the Subsidiaries collectively under the Existing Facilities as at Closing (the “ Notified Debt Amount ”); (ii) the portion of the Notified Debt Amount (the “ Seller Debt Repayment Amount ”) that will be repaid by the Subsidiaries; and (iii) the portion of the Notified Debt Amount that will be repaid by the Buyers and included in Debt, being the difference between the Notified Debt Amount and the Seller Debt Repayment Amount (the “ Buyer Debt Repayment Amount ”).
 
6.9	Locked Box	
 
6.9.1	The Seller covenants, undertakes and warrants to the Buyers that between 1 December 2012 and Closing (inclusive) (save to the extent it constitutes Permitted Leakage):	
 
 	(a)	no dividend or other distribution of profits or assets will be declared, paid or made by any Subsidiary or would be treated as having been paid or made by a Subsidiary to or for the benefit of a Related Party;	
 
 	(b)	no payments will be made by or on behalf of a Subsidiary to or for the benefit of a Related Party (for avoidance of doubt, including making the payment with respect to the ‘Caribou’ payable);	
 
 	(c)	no share capital of a Subsidiary will be redeemed, repurchased, reduced, waived or repaid or result in a payment to or an agreement or obligation to make a payment to a member of the Related Party;	
 
 	(d)	no amounts owed to a Subsidiary by a Related Party will be reduced, waived or forgiven;	
 
 	(e)	no management, advisory, monitoring or other shareholder or director’s fees, charges or bonuses or payments of a similar nature will be paid by or on behalf of a Subsidiary to or for the benefit of a Related Party;	
 
 	(f)	no changes will be made to the terms of any borrowing between a Related Party and a Subsidiary;	
 
 	(g)	no indebtedness of any kind (including all accrued interest thereon) due or owing to (or for the benefit of) any Related Party by (or on behalf of) any Subsidiary will be created, incurred, increased, repaid, reduced or waived;	
 
 	(h)	no sale, transfer or other disposal (whether in whole or in part) or waiver of any assets, rights or other benefits or value of a Subsidiary will be made to any Related Party;	
 
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 	(i)	no Encumbrance will be created or permitted to exist over any of the assets of any Subsidiary in favour of (or for the benefit of) any Related Party;	
 
 	(j)	no liability will be assumed or incurred and no indemnity has been or will be given by a Subsidiary in favour of (or for the benefit of) any Related Party;	
 
 	(k)	no Third Party costs or expenses relating to the sale of the Shares or the Atento Assets and Liabilities and the other transactions contemplated by this Agreement (including any professional adviser’s fees and any transaction or sale bonuses or other payments payable as a result of or in connection with the transactions contemplated by this Agreement) have been or will be paid or incurred by or on behalf of any Subsidiary;	
 
 	(l)	no management incentive payment (other than the existing management incentive programme in which certain of the employees of the Subsidiary participate as at the date hereof) or transaction bonus will be paid by any Subsidiary to any Related Party as an incentive to complete, or triggered by, the transactions contemplated by this Agreement;	
 
 	(m)	no Subsidiary will agree or commit to do any of the things set out in sub-Clauses (a) to (I) (inclusive); and	
 
 	(n)	no Tax whatsoever will become payable by any Subsidiary (including social security charges, irrecoverable value added tax or payroll and other withholding taxes) as a consequence of any of the matters described in sub-Clauses (a) to (m) (inclusive),	
provided however, sub-Clauses (a) to (n) (inclusive) shall not be deemed to include any ordinary course emoluments and/or other entitlements, fees and/or expenses (in each case consistent with past practice) payable to a Related Party that is an employee, director, consultant or officer of any Subsidiary under, and in accordance with, such Related Party’s service or consultancy agreement with the relevant Subsidiary by virtue and in respect of employment, directorship or consultancy. For the avoidance of doubt, the payments described in the Representation and Warranty set out in paragraph 21.2 of Schedule VII shall not constitute ordinary course payments for purposes of the preceding proviso.
 
6.9.2	The Seller shall promptly notify the Buyers’ Representative in writing if it becomes aware of a payment, event or transaction which constitutes or might constitute a breach of Clause 6.9.1.	
 
6.9.3	The Seller hereby covenants to indemnify, defend and hold each of the Buyers harmless for all Leakage. For the avoidance of doubt, the Buyers shall not be entitled to any double counting of the same item. To the extent that an amount forming part of Debt in the Closing Statements gives rise to an adjustment of the Purchase Price, the Buyers shall not be permitted to also make a claim for such amount under this Clause 6.9.3.	
 
6.10	Brazil 13th Month Salary	
The Seller shall procure that the Brazil 13th Month Salary are paid in full prior to the Effective Time.
 
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6.11	Brazil Merger	
The Seller shall and shall cause the Group Companies to cooperate with, and provide all reasonable assistance to, the Buyers and their advisors as is reasonably necessary in connection with the Brazil Merger, including by (subject to appropriate confidentiality protections and any applicable regulations in Brazil), providing Brazil Holdco and any person authorized by Brazil Holdco reasonable access to such Books and Records, senior management and advisors of the Group Companies as is reasonably necessary in order for Atento Brazil and Brazil Holdco to implement the Brazil Merger. Notwithstanding any provision of this Agreement to the contrary, the Buyers shall pay all the documented and reasonable Third Party expenses and costs incurred by the Retained Group in relation to any action properly taken by such person in compliance with a written request of a Buyer or the Buyers’ Representative in connection with this Clause 6.11.
 
6.12	Argentina Capital Expenditures	
The Seller shall procure that the Argentina Capex Budget is fully committed by no later than the earlier of Closing and 31 December 2012. If any portion of the Argentina Capex Budget is not committed by such date and the amount of such non-committed Capex exceeds the amount of Cash in Atento Argentina in excess of the Argentinean Pesos equivalent to € 2,000,000 (the “ Non-committed Capex Amount ”) at the Effective Time, then the Seller shall on Closing either (i) pay to the Atento Argentina Companies an amount equal to the Non-committed Capex Amount in Argentinean Pesos; or (ii) grant a loan (or procure that a loan is granted) to Atento Argentina in ordinary course in Argentinean Pesos for the Non-Committed Capex Amount with a maturity of no less than ten years from the Closing Date; provided that, such loan shall be offset against the Contingent Value Instrument.
 
6.13	[Intentionally left blank]	
 
6.14	Transfer of Atento Assets and Liabilities	
 
6.14.1	The Seller (on behalf of the Company) and Spain Holdco shall use, and cause each of their Affiliates to use, commercially reasonable efforts (including after the Closing Date) to obtain all consents and approvals necessary to transfer full legal and beneficial title to the Atento Assets and Liabilities to Spain Holdco (free and clear of all Encumbrances).	
 
6.14.2	In the event and to the extent that Seller and Spain Holdco are unable to obtain any required consent, approval or amendment required to transfer any Atento Assets and Liabilities, the Seller shall, and shall cause its Affiliates to, use reasonable commercial efforts to (subject to entering into a customary indemnity agreement): (i) continue to hold, and to the extent required by the terms applicable to such Atento Assets and Liabilities, operate such Atento Assets and Liabilities, for the benefit of Spain Holdco, and be bound thereby in the case of contracts; (ii) cooperate in any reasonable and lawful arrangement requested by Spain Holdco designed to provide to Spain Holdco the benefits arising under such Atento Assets and Liabilities, including accepting such reasonable direction as Spain Holdco shall request; and (iii) enforce at Spain Holdco’s request, or allow Spain Holdco and its Affiliates to enforce in a commercially reasonable manner, any rights of the Company under such Atento Assets and Liabilities against the issuer thereof or the other party or parties thereto (including the right to elect to terminate such of the foregoing in accordance with the terms thereof upon the request of Spain Holdco). The Seller shall, and shall cause its Affiliates to, without further consideration therefore, and without right of set off, pay and remit to Spain Holdco (without any deduction or withholding for Tax) promptly all monies, rights and other considerations received in	
 
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 	respect of such performance. Notwithstanding anything else set forth in this Clause 6.14.2 the Seller shall not be required to take any action that would (a) result in a violation of any obligation that the Seller or the Company has to any Third-Party or (b) otherwise violate applicable law.	
 
7	REPRESENTATIONS AND WARRANTIES	
 
7.1	Representations and Warranties of the Seller. Liability for damages	
 
7.1.1	The Seller represents and warrants to the Buyers that all of the statements included in Schedule VII attached hereto (the “ Representations and Warranties ”) are at the date hereof true, accurate and not misleading in any respect.	
 
7.1.2	Furthermore, the Seller represents and warrants that on the Closing Date, the Representations and Warranties will be true, accurate and not misleading in any respect, provided that if any action is taken pursuant to Clause 6.2 with the Buyers’ Representative’s written consent, the Seller shall not be liable to the Buyers under this Clause 7.1.2 to the extent such action has caused a Representation and Warranty to be untrue, incorrect or misleading.	
 
7.1.3	Each Representation and Warranty is separate and independent, and is not to be limited by reference to any other Representation and Warranty and the Representations and Warranties shall not be extinguished or affected by Closing.	
 
7.1.4	Where a Representation and Warranty is qualified by the knowledge, information, belief or awareness of the Seller, the Seller shall be deemed to have the knowledge, information, belief or awareness that the Seller would have following a due and careful enquiry of the Seller Representatives (which shall be deemed to include (without limiting the generality of the foregoing) the Seller Representatives having read each Representation and Warranty with due care).	
 
7.1.5	The liability of the Seller for breach of the Representations and Warranties shall be subject to Clause 8 below.	
 
7.2	Representations and Warranties of the Buyers. Liability for Damages	
 
7.2.1	Each Buyer represents and warrants to the Seller that all of the statements included in Schedule VIII attached hereto (the “ Buyer Representations and Warranties ”) are in respect of such Buyer at the date hereof true, accurate and not misleading in any respect and will on the Closing Date be true, accurate and not misleading in any respect.	
 
7.2.2	A Buyer shall be liable to the Seller for any breach by such Buyer of the Buyer Representations and Warranties and such Buyer shall be obliged to indemnify and hold harmless the Seller for any Damages suffered by the Seller as a result of such breach.	
 
7.2.3	Each Buyer shall carry out all reasonable steps for the purpose of mitigating any Damages arising out of any claim by such Buyer against the Seller under this Agreement.	
 
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8	RULES REGARDING LIABILITY FOR DAMAGES	
 
8.1	Indemnity Liability. Duty to Indemnify. Scope to Indemnify	
 
8.1.1	Subject to the limitations set forth in this Clause 8, the Seller shall be liable to the Buyers and the Subsidiaries for the breach of any indemnity, Representations and Warranties, covenant, agreement, undertaking or other matter whatsoever provided under or pursuant to this Agreement and/or any other Sale and Purchase Documents and shall indemnify and hold harmless the Buyers for any Damages suffered by the Buyers or by the Subsidiaries as a result of any breach thereof.	
 
8.2	Exceptions to the Liability of the Seller	
 
8.2.1	The Parties agree that the Seller shall not be liable for a Non-compliance to the extent that the facts, acts or circumstances giving rise to such Non-compliance have been Fairly Disclosed or to the extent that the Buyer or any of its officers has actual knowledge of the claim or of the matters giving rise to the claim as at the date hereof.	
 
8.2.2	Furthermore, the Parties agree the following limitations to the Seller’s liability pursuant this Clause 8:	
 
 	(a)	The Seller shall not be liable for any such claim (or a portion thereof) for a Non-compliance to the extent that the matter giving rise to the claim has been provided for and specifically itemized in the Financial Statements (either in whole or in part, and if in part, the Seller will not be liable for the portion provided for in the Financial Statements).	
 
 	(b)	The Seller shall not be liable for any claim for a Non-compliance as a consequence of any change, amendment or modification of any applicable law or regulation (or any change in the interpretation of such law or regulation) or the administrative practices of any government, administrative body, agency or regulatory body, in each case occurring after the Closing Date (irrespective of the fact that any such amendment or change may have retrospective effect).	
 
 	(c)	The Seller shall not be liable for any claim for a Non-compliance to the extent such claim arises out of any change subsequent to the Closing Date to the terms of the accounting principles, policies, practices and methods applicable to the preparation of the Financial Statements or to the valuation of the assets and liabilities of the Company and its Subsidiaries.	
 
 	(d)	The Seller shall not be liable for any claim for a Non-compliance to the extent such claim is attributable to any act, omission or transaction carried out as a result of any written instruction of the Buyers’ Representative, or with the written consent of the Buyers’ Representative, its successors, or assignees, provided that this limitation shall not apply to any act or omission done at the Buyers’ Representative’s written instruction in connection with the enforcement of its rights under this Agreement.	
 
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 	(e)	The Seller shall not be liable for any portion of a claim for a Non-compliance that is a covered loss and in respect of which the Buyers have actually recovered Damages from a Third-Party (taking account of any Taxes payable on any amount so recovered) (which for these purposes shall be deemed to include all costs incurred by the Buyers or any of their Affiliates in enforcing any insurance policy, indemnity or other claim again such Third Party) and, for the avoidance of doubt, to the extent the Buyers have not actually recovered Damages from a Third-Party in respect of any portion of such claim, the Seller shall be liable to the Buyers for such unrecovered portion. For the purpose of this Clause, the term “covered loss” shall mean:	
 
 	(i)	Damages that are reimbursable by an insurance policy in force in favor of the Company or its Subsidiaries on the Closing Date;	
 
 	(ii)	Damages that would have been reimbursable by an insurance policy but for any change in the terms of such insurance policy since the date of Closing;	
 
 	(iii)	Damages in respect of which the Buyer is entitled to an indemnity from a Third-Party.	
In connection with this sub-Clause 8.2.2(e), each relevant Buyer shall be obligated to comply with its obligations under Clause 8.2.3(a) and its reasonable efforts to claim under all applicable insurance policies and Third-Party indemnities.
 
 	(f)	if the Seller pays a Buyer an amount in connection with a claim for Non-compliance and afterwards such Buyer receives from a Third-Party (including, for the avoidance of doubt, any Taxation Authority pursuant to Clause 8.2.3(b)) any payment or benefit in respect of such claim, such Buyer will refund the Seller an amount equivalent to the value of the payment received, less the aggregate costs and expenses (including Tax) incurred by such Buyer and its Affiliates in recovering such payment from such Third-Party.	
 
 	(g)	The Buyers shall not be entitled to more than one indemnity, reimbursement or compensation in respect of the same Damage.	
 
 	(h)	The Seller shall not be liable for either the accuracy or the effective fulfillment of the business plans, budgets or any other future forecasts made with respect to the business of the Company or the Subsidiaries.	
 
 	(i)	The Seller shall not be liable for any claim to the extent the Damages arising from such claim have been paid or offset in any other way, without any cost (or loss of benefit) to the Buyers or any of their Affiliates.	
 
8.2.3	in respect of the scope of the Seller’s liability, the following shall apply:	
 
 	(a)	The relevant Buyer shall carry out reasonable steps for the purpose of mitigating any loss or liability arising out of any claim by such Buyer under this Agreement.	
 
 	(b)	When assessing the amount of any Damages owed as a result of any claim under this Agreement, there shall be deducted from the relevant amount of the Damages any deductions, set-offs, credits or other reliefs that are available to the relevant Buyers or the Subsidiaries (and could not have otherwise been used by a Buyer or any Subsidiary) directly in consequence of the matter which gave rise to such claim and which have directly resulted at the time of determination of the Damages in a reduction in an actual payment of Tax by any of those entities that would otherwise have been payable, if at a later date the matter which gave rise to such claim result directly in a reduction (or a reduction in addition to one that has already been taken into account under this sub-clause) in an actual payment of Tax by any of those entities that would otherwise have been payable, the value of such later reduction shall be paid to the Seller no later than 60 days from the	
 
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 	date of the relevant reduction in payment of Tax, and the Buyers agree that they shall (and shall procure that the relevant Subsidiaries shall after Closing) as far as is reasonable in relation to the value involved take such reasonable actions as are necessary administratively to realise any reduced Tax payment as referred to in this sentence but shall not be required to take other actions such as making elections and claims that prevent the aims of normal post-Closing Tax planning being fully achieved or undertaking any reorganisation of any entity or its business and assets. Nothing in the previous sentence shall require any Buyer or Subsidiary to make any payment or otherwise grant any benefit to the Seller when a relevant Tax repayment arises in circumstances in which the Buyer or the relevant Subsidiary has an alternative relief, set-off or credit that would have been used but is displaced and so deferred or lost because the relief, set-off or credit from the claim takes precedence under relevant tax law.	
 
 	(c)	The Parties expressly agree to apply the liability terms of this Agreement and to exclude the subsidiary application of the liability regime applicable to the purchase and sale operations foreseen in the Spanish Civil Code and particularly excluding (i) the right to terminate this Agreement under article 1.124 of Spanish Civil Code, and (ii) the regime of hidden defects of article 1.484 et seq. of the Spanish Civil Code ( vicios ocultos ).	
 
 	(d)	The Seller shall not be liable in respect of any claim to the extent that the subject of such claim is in respect of: (i) indirect or consequential loss; (ii) loss of goodwill or future profits, save to the extent such future profits (x) are reasonably foreseeable; (y) based on binding agreements entered into by the person suffering such loss of profit and (z) the loss of such profit arises as a direct consequence of a Non-compliance.	
 
 	(e)	The Seller shall not be liable in respect of any claim to the extent that it relates to a liability which is contingent or not capable of being quantified unless and until the liability ceases to be contingent or becomes capable of being quantified, as the case may be; provided that, for the purpose of the time limitations set forth in Clause 8.3, notice of a claim that is given to the Seller in accordance with clause 8.5 shall be deemed validly and timely given, notwithstanding the fact that a liability is contingent only or is otherwise not capable of being quantified at the time when written notice of that claim is given.	
 
8.2.4	The provisions of this Clause 8.2 shall be applicable notwithstanding any other contrary provision set forth in this Agreement (other than Clause 8.5.3).	
 
8.3	Periods of Guaranty	
A Buyer may bring an indemnity claim against the Seller pursuant to Clause 8.1:
 
 	(a)	at any time in respect of Damages arising from any Non-compliance of the Representations and Warranties set out in paragraphs 1, 2 and 3 of Schedule VII (the “ Core Warranties ”);	
 
 	(b)	within three months of the expiry of the relevant legal statute period of limitation for any Damages arising from any Non-compliance of the Representations and Warranties set out in paragraphs 10 and 11 of Schedule VII ; and	
 
 	(c)	during the period of 18 months after the Closing Date in respect of all other Representations and Warranties.	
 
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8.4	Deductibles and Limit of Liability	
 
8.4.1	The Seller’s liability and its obligation to indemnify the Buyers for any Damages shall have an overall, aggregate maximum limit of:	
 
 	(a)	100% of the Cash Purchase Price in respect of any Non-compliance with the Core Warranties;	
 
 	(b)	20% of the Cash Purchase Price in respect of all other Non-compliances with the Representations and Warranties; and	
 
 	(c)	25% of the Cash Purchase Price in respect of Clause 9.2.1(e),	
provided that (i) in no event shall the aggregate Damages actually recovered by a Buyer from the Seller in respect of Non-compliances and all other claims under this Agreement exceed 100% of the Cash Purchase Price; and (ii) all Damages actually recovered by a Buyer from the Seller in respect of any Warranties (other than Core Warranties) may not exceed 25% of the Cash Purchase Price.
 
8.4.2	The relevant Buyer shall be entitled to recover the entire amount of Damages incurred by the Buyers collectively as a consequence of all Non-compliances with the Core Warranties, and Clauses 8.4.3 and 8.4.4 shall not apply.	
 
8.4.3	With respect to the Representations and Warranties (other than the Core Warranties), the amount to be paid by the Seller to a Buyer pursuant to Clause 8.1 may only be demanded by the latter in the event that the accumulated Damages incurred by the Buyers collectively as a consequence of all Non-compliances exceed the amount of €3,000,000, provided that (for the avoidance of doubt) if such threshold is met the relevant Buyer shall be entitled to recover the entire amount of its accumulated Damages.	
 
8.4.4	in performing the calculation in Clause 8.4.3 above, only those instances of Non-compliance for which the value of the Damages arising therefrom exceeds €100.000 (the “ Individual Deductible ”) shall be counted. All Damages arising out of the same set of facts or circumstances shall be aggregated for the purposes of determining whether the Individual Deductible has been met.	
 
8.5	Claim Procedure	
 
8.5.1	Procedure for asserting claims in the event of Damages not arising out of Third-Party claims	
In the event of any Damages not arising out of or in connection with a Third-Party claim, the procedure to assert a claim shall be as follows:
 
 	(a)	The Buyers’ Representative shall notify the Seller of any claim within 30 Calendar Days of discovering the same. If the Buyers’ Representative fails to notify the Seller of a claim within such time period, the relevant Buyer shall only be prohibited from bringing a claim to the extent that the delay in doing so has prejudiced the Seller’s defense.	
 
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 	(b)	Such notification shall include (to the extent available) a description of the nature and amount of the Damages, with reference to the Clause of the Agreement that has been breached and a copy of any supporting documentation that is available in order to allow the Seller to properly evaluate the claim.	
 
 	(c)	The Seller shall have a period of 60 Calendar Days from the receipt of such notification to reject or accept liability for the relevant Buyer’s claim (in whole or in part) in writing. If the Seller rejects any part of the claim in writing within such period, the Seller and the relevant Buyer shall negotiate in good faith to resolve the dispute for a further period of 30 Calendar Days. If the dispute is not resolved to the relevant Buyer’s satisfaction by the end of such further period, the relevant Buyer shall have the right to proceed with that part of its claim that is still in dispute in accordance with Clause 14. The value of each Determined Claim shall be increased to include interest thereon at the sole discretion of the arbitral tribunal referred to within Clause 14.	
 
 	(d)	The Seller shall only be bound by a duty to indemnify (on and subject to the terms of this Agreement) the Buyers in respect of Damages for which it has accepted liability or that are confirmed in an arbitral award (and in the amount declared therein) made pursuant to, and in accordance with Clause 14.	
 
 	(e)	The period for the payment of any amount to be indemnified hereunder, shall be 15 Calendar Days following: (1) the Seller notifying the Buyers’ Representative of its acceptance of liability in accordance with sub-Clause (c) above, or (2) an arbitral award pursuant to Clause 14 being notified to the Seller.	
 
8.5.2	Procedure of asserting claims in the event of Damages arising out of Third-Party claims	
In the case of any Damages arising out of a Third-Party claim, the procedure to assert any such claim shall be as follows:
 
 	(a)	Within 30 Calendar Days of receiving notice of a Third-Party claim (which, for the avoidance of doubt shall include an inspection procedure by an administrative authority having jurisdiction over a Subsidiary), the Buyers’ Representative must (save with respect to a Third-Party claim in respect of a Labour Dispute that has a value equal to at least €200,000) notify the Seller of the existence of the aforementioned claim (or, if the time limit for responding to any such claim is less than 30 Calendar Days then the Buyers’ Representative shall notify the Seller of such claim as soon as reasonably practicable after receiving notice thereof but in any case, with sufficient time (to the extent it is able to do so) to allow the Seller to exercise the right to take over conduct of any Third-Party claim), The Buyers’ Representative shall attach to such notice a copy of the Third-Party claim or inspection notice and specify the Clause of the Agreement by virtue of which the Buyers’ Representative believes that such claim should be indemnified. If the Buyers’ Representative fails to notify the Seller of a Third-Party claim procedure within such time period, the relevant Buyer shall only be prohibited from bringing a claim to the extent the delay in doing so has prejudiced the Seller’s defense. Should the notice of the Buyers’ Representative not allow the Seller to exercise the right to take over conduct of such claim according to the terms of this Clause, the Seiler will not be liable for Damages arising out of such Third-Party to the extent that not taking over conduct of such claim has materially prejudiced the defense of such claim.	
 
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 	(b)	If the Seller wishes to take over conduct of a Third-Party claim (including any Labour Dispute) (and is not prohibited from doing so under sub-Clause (e) below), then the Seller shall have the right to do so by written notice to the Buyers’ Representative within 10 Calendar Days of receipt of the notice referred to in sub-Clause (a) provided that the Seller first agrees to indemnify and hold harmless the Buyers and/or their Affiliates (on terms reasonably satisfactory to the Buyers acting in good faith and subject to the limitations of liability set out in this Clause 8). If the Seller is unwilling to provide the indemnity described in the preceding sentence, it may by written notice to the Buyers’ Representative within 10 Calendar Days of receipt of the notice referred to in sub-Clause (a) (and subject always to applicable law) require that the Parties have joint conduct of the Third-Party claim. Following the delivery of such notice, the Buyers’ Representative shall within 15 Calendar Days select one of the Approved Firms in the relevant jurisdiction that represent the Atento group companies to represent the Buyers and/or the Subsidiaries that are named as defendants of the Third-Party claim and such firm shall be jointly instructed by the Seller and the Buyers. If at any time the Seller and the Buyers’ Representative cannot agree on the direction or strategy of the proceedings of the Third-Party claim, the Seller or the Buyers’ Representative (as applicable) shall forthwith notify the other in writing of such determination. Following delivery of any such notice, the Seller shall have 3 Business Days in which to take over sole conduct of the Third-Party claim by delivering to the Buyers’ Representative the indemnity described at the beginning of this sub-Clause 8.5.2, failing which the relevant Buyers shall have sole conduct of the Third-Party claim.	
 
 	(c)	If the Seller takes over conduct of any Third-Party claim: (A) the Seller shall be able to participate in the direction of all negotiations and the correspondence with the Third-Party claimant, appoint a lawyer and legal representative and request that the relevant Buyer contest or settle the claim in accordance with the instructions of the Seller (provided the relevant Buyer shall only be required to comply with a settlement request if the Seller has paid to the relevant Buyer or a Subsidiary (as applicable) the necessary funds to comply with the settlement agreement (having regard to the provisions of Clause 8.4); (B) the relevant Buyer shall share with the Seller in a timely manner any information it receives regarding the proceedings and the Seller shall keep the relevant Buyer informed of the proceedings in a timely and complete manner (but no less frequently than on a weekly basis); and (C) the relevant Buyer shall procure that, upon the prior written request and reasonable notice of the Seller and provided that it does not materially disrupt the business or operations of the affected Group Companies, the affected Group Companies take all steps reasonably required by the Seller to facilitate the defense of the Third-Party claim and minimize the Damages arising out of the claim, including providing information and documents that are necessary, including access to the pertinent commercial records and documents and consultations (save to the extent any such disclosure of information would constitute a breach of applicable law or regulation or any binding confidentiality obligation of the relevant Buyer or any Subsidiary or would compromise any legal privilege); and (D) not taking any measure regarding the claim that may conflict with the defense assumed by the Seller or may harm the same until the final resolution thereof, provided always that the Buyer shall not be bound by any obligation under this sub-Clause (b) if it would be detrimental to the interests of the Buyers or any Subsidiary.	
 
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 	(d)	If, in order to oppose a Third-Party claim, it is necessary to grant any type of guaranty and/or bond and/or make any type of deposit and/or anticipate payment of the amount of the claim, the relevant Buyer or the relevant Subsidiary shall do so, if this is required by the Seller with sufficient advance notice, always provided that the Seller has previously provided the relevant Buyer or the relevant Subsidiary with the necessary funds.	
 
 	(e)	Notwithstanding any other provision of this Clause 8.5.2 to the contrary, the Seller shall not have the right to take over conduct of any Third-Party claim if: (a) taking over conduct could invalidate or render voidable any insurance policy under which any Buyer or any Subsidiary is a beneficiary; or (b) any Buyer or any Subsidiary has a continuing commercial relationship with the person bringing the Third-Party claim (as determined by the Buyers’ Representative acting reasonably and in good faith). If the events abovementioned are met, the Buyer may not settle or arrange extrajudicial agreements without the Seller’s consent (not to be unreasonably withheld or delayed) or without (notwithstanding the foregoing) giving the Seller the opportunity to take over the conduct of such Third-Party Claim. Should the Buyer do so, or should the Buyer fail to defend such claim in good faith, the Seller will not be liable for any Damages arising out of such Third-Party claim.	
 
 	(f)	If the Seller notifies the Buyers’ Representative that it will not take over conduct of any Third-Party claim or the Seller fails to notify the Buyers’ Representative of its desire to take over conduct within the time period set forth in sub-Clause (b) above, the relevant Buyer shall continue to conduct such Third-Party claim in good faith. In such cases, the relevant Buyer shall, subject to the foregoing sentence, be entitled in its sole and absolute discretion to act in any manner that it deems advisable to defend its interests and that of the Company and the Subsidiaries, and such Buyer shall keep the Seller reasonably informed of material developments. Notwithstanding the above, any settlement or extrajudicial agreement with respect to such Third-Party claim may not cause to the Seller Damages greater than the damages claimed by the Third-Party. If the Seller is obligated to indemnify a Buyer under this sub-Clause (f) pursuant to its obligations under Clause 8.1, it shall pay the indemnified amount (as determined in accordance with the limitations of liability set out in this Clause 8) within 15 Calendar Days of the indemnification claim by the Buyer in relation to the Third-Party claim becoming a Determined Claim.	
 
8.5.3	Non-Application	
None of the limitations of liability set out in this Clause 8 shall apply to the indemnities referred to in Clause 9, Leakage or any other claim for breach of this Agreement (other than in respect of a Non-compliance) or a breach of paragraph 7.7 of Schedule VII . Notwithstanding the foregoing sentence, Clause 8.4.1 shall apply to Clause 9.2.1(e) and 9.2.1(a).
 
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8.6	Argentina	
 
8.6.1	Notwithstanding any other provision of this Agreement to the contrary, the Seller’s liability to, and/or obligation to indemnify, the Buyers in respect of Damages suffered in respect of the Atento Argentina Companies as a result of any breach of the Representations and Warranties or Seller’s covenants under this Agreement, shall be subject to the following:	
 
 	(a)	if the Damages are suffered by an Atento Argentina Company and such company requires cash or liquidity to remedy or rectify such Damages in excess of 30% cash or cash equivalents of Atento Argentina at the time when the Damage is suffered (the “ Argentinean Liquidity Threshold ”), the Seller shall either settle the Damages claim with cash or make a loan to such company in the amount of the Damages. Any such loan shall: (i) be on market terms, (ii) pay interest in-kind (rather than cash interest) on an annual basis; and (iii) become due and payable on the date on which a payment is made under the Contingent Value Instruments (if any); and	
 
 	(b)	if Clause 8.6.1(a) does not apply because the Damages suffered are a decrease in the value of the Argentina Shares or remedy or rectification of the Damages does not require cash or liquidity above the Argentinean Liquidity Threshold, the maximum amount payable to the holders of the Contingent Value Instrument shall be reduced by an amount equal to the decrease in value of the Argentina Shares.	
 
9	INDEMNITY	
 
9.1	Labour Litigation	
 
9.1.1	In the event that a Buyer or any Subsidiary suffers any Damages in excess of the Judicial Deposits as a result of or in connection with any Dispute with any current or former employee, consultant, officer or director of Atento Brazil, or with any relevant union or other employee representative body, the basis of which Dispute arose or arises on or prior to the Closing Date (a “ Labour Dispute ”), the Seller hereby covenants to indemnify, defend and hold each of the Buyers harmless against all such Damages in excess of the Judicial Deposits. The Buyer may bring an indemnity claim against the Seller for any such Labour Disputes no later than three months of the expiry of the relevant legal statute period of limitations.	
 
9.1.2	The Buyers shall procure that (except as may be required by applicable law or regulation) after Closing all Labour Disputes are conducted by the Subsidiaries in the ordinary course and consistent with past practice.	
 
9.1.3	The Seller may, at its discretion and at any time, decide to take over conduct of all or a portion of the Labour Disputes. In this event, the provisions of Clause 8.5.2 shall apply mutatis mutandis .	
 
9.2	Tax	
 
9.2.1	The Seller hereby covenants to indemnify, defend and hold each of the Buyers harmless from and against any Tax Liability incurred by any of the Subsidiaries or any of the Buyers, whether as a primary (responsable principal) or secondary liability (responsable subsidiario) for any Tax period or part thereof which arises directly (and excluding for the avoidance of doubt any indirect consequence or loss of future tax benefit or credit) as a consequence of:	
 
 	(a)	any eventual difference between any portion of the Purchase Price agreed between the Parties as attributable to any of the Shares or Assets (as set out in Schedule XXIII ) and the amount attributable on the basis of applicable Tax laws or practice.	
 
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 	(b)	the actions taken pursuant to Clauses 2.1.7, 2.1.8, 3.2.1(a), 3.2.1(b),3.2.1(d) 3.2.1(e), 3.2.1(f), 3.5, 4.1.1 (but excluding the Brazil IOF Tax), 4.1.2, 4.1.3, 4.1,4, 4.1.5, 4.1.6, 4.1.7, 4.1.8, 4.4.1 and 4.4.2;	
 
 	(c)	any information provided in Clause 9.2.7 proving to have been inaccurate or because the Seller or any of its Affiliates (as at the relevant time) has not otherwise provided such assistance as is referred to in that clause;	
 
 	(d)	any Tax Liability of any Subsidiary (as the responsable subsidiario ) which is a primary liability of any member of the Retained Group;	
 
 	(e)	an event occurring or income, profits or gains accruing, earned or received on or before Closing (and income, profits or gains deemed for Tax purposes to be so accrued, earned or received);	
 
 	(f)	all interest, fines and/or penalties levied by a Tax Authority as a result of the Post- Closing Brazil Tax and/or the Post-Closing Mexico Tax being withheld and paid after the date on which each such amount is due for payment to the relevant Tax Authorities; and	
 
 	(g)	INSS Brazilian Claim.	
 
9.2.2	The Seller shall not indemnify, defend or hold harmless any of the Buyers pursuant to Clause 9.2.1 from any Taxation:	
 
 	(a)	to the extent that it is attributable solely to any Buyer Tax Act;	
 
 	(b)	to the extent of the Closing Brazil Tax, the Post-Closing Brazil Tax, the Closing Mexico Tax and the Post-Closing Mexico Tax (and any other Tax required to be withheld under applicable law or regulations) are withheld;	
 
 	(c)	to the extent included as a Debt item in the Closing Statements.	
 
9.2.3	Furthermore, notwithstanding anything to the contrary contained in this Agreement, the Seller’s obligation to indemnify, defend and hold harmless any of the Buyers as set forth in Clause 9.2.1 shall terminate on the date which is 12 months after the expiration of the applicable statute of limitations (including extensions) in respect of the relevant Tax Claim, provided, further, with respect to a claim for indemnification that has been made by a Buyer with reasonable specificity, on or before such date, the Seller’s indemnification obligation shall continue until the date of a final determination of such Tax Claim.	
 
9.2.4	The Buyers and each of their respective Affiliates on the one hand, and Seller and its Affiliates, on the other hand, shall cooperate in contesting any Tax Claim, which cooperation shall include the retention and (upon request) the provision to the requesting party of records and information which are reasonably relevant to such Tax Claim, making employees available on a mutually convenient basis to provide additional information or explanation of any material provided hereunder or to testify at proceedings relating to such Tax Claim. The Buyers shall execute and deliver such powers of attorney and other documents as are necessary to carry out the intent of this Clause 9.2.4.	
 
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9.2.5	The Buyers and each of their respective Affiliates on the one hand and the Seller and its Affiliates on the other, shall cooperate to recover to the extent permissible by law any of the Brazil Closing Tax or the Mexico Closing Tax to the extent that the amount of such Taxes paid to the applicable Tax Authority was calculated by reference to a purchase price for the Brazil Shares or the Mexico Shares which is higher than the price finally attributed to such shares in the Closing Statements.	
 
9.2.6	Any costs of any actions taken under Clause 9.2.4 shall be shared equally between the Company and Spain Holdco.	
 
9.2.7	The Seller undertakes to provide (and to procure that relevant members of the Retained Group provide) to the Buyers and the Buyers’ Representative:	
 
 	(a)	at least 5 Business Days before Closing the amount to be withheld from that part of the Closing Purchase Price allocable to the Brazil Shares and the Mexico Shares (respectively) pursuant to applicable law or regulation;	
 
 	(b)	within 5 Business Days of final agreement on, or final determination of, the Payment Statement in accordance with Part 1 of Schedule V , the amount to be withheld from that part of any payment required to be made under Clause 5.4.2 allocable to the Brazil Shares and the Mexico Shares (respectively) pursuant to applicable law or regulation; and	
 
 	(c)	in a timely fashion all such assistance as may reasonably be required: (i) by the Buyers or any Subsidiary to make any statement or return or provide any other information to the Chilean Taxation Authority in relation to the sale of the NV Shares under Clause 2.1.4; or (ii) by the Buyers in order for them to meet their obligations properly in relation to Tax due on the sale of the Mexico Shares and the Brazil Shares pursuant to Clause 4.1.1 and 4.1.2.	
 
9.2.8	The Company and Spain Holdco consider that the transaction between them contemplated by Clause 2.1.5 falls within the scope of Article 7.1. of Law 37/92, of 28 December, of Value Added Tax (“ Spanish VAT Act ”) as a transfer of a business (or a part thereof) as a going concern (the “ TOGC Relief ”).	
 
9.2.9	If TOGC Relief is later contested by any relevant Taxation Authority the Seller and Spain Holdco shall take all reasonable steps to defend such contest, which may include appealing the matter to any court or tribunal, but only if in the opinion of a mutually acceptable counsel who is qualified to opine on such matter the outcome of such appeal is more likely than not to be favorable. In the event that such defense is unsuccessful, sub-Clause 9.2.1(b) above shall apply and the Company shall be responsible for any interest on late paid Tax and/or any penalties that may be levied.	
 
9.2.10	In the event that such defense is unsuccessful, the Company shall, pursuant to the Spanish VAT Act and its regulations, amend the VAT invoice and charge the relevant VAT to Spain Holdco, and Spain Holdco shall pay to the Company the amount of VAT (which for the avoidance of doubt shall not include any interest or penalties or late paid Tax) in cash no later than 20 Business Days. The Company shall collaborate in good faith with Spain Holdco by making available the appropriate documentation to enable Spain Holdco to recover the VAT.	
 
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9.2.11	To the extent that a Buyer actually recovers any sum under this Clause 9.2 in respect of any Damage, such Buyer shall not have the right to claim under the Peru Indemnity for the same Damage.	
 
10	POST-CLOSING COVENANTS	
 
10.1	The Seller undertakes to the Buyers and to each Subsidiary that it will not (and it will procure that each member of the Retained Group does not}, either alone or in conjunction with or on behalf of any other person, do any of the following things:	
 
10.1.1	during the Restricted Period:	
 
 	(a)	directly or indirectly carry on, be engaged or be economically interested in any business that is of the same, or is likely to be in competition with, the business of any Subsidiary as carried on at the date of this Agreement within the territories where the Subsidiaries currently render their services;	
 
 	(b)	in competition with the business of any Subsidiary or the Atento group of companies as carried on at the date of this Agreement, canvass or solicit the custom of any person, firm or company that has within two years prior to Closing been a regular customer or supplier of any Subsidiary in relation to the business of the Group;	
 
 	(c)	solicit, hire or entice away from the employment of any Subsidiary any Senior Employee;	
 
10.1.2	make any derogatory or critical statements or comments in relation to, or otherwise disparage, any Subsidiary or any shareholder, investor, director, officer or employee of any Subsidiary; or	
 
10.1.3	in relation to a business that is competitive or likely to be competitive with the business of any Subsidiary as carried on at the date of this Agreement, use any trade or business name or distinctive mark, style or logo used by or in the business of a Subsidiary at any time during the two years prior to Closing, or anything intended or likely to be confused with it; provided that, in order to comply with this provision, the Seller shall have a period of six months from the Closing to change any trade or business name or distinctive mark, style or logo used by or in the business of a Subsidiary; or	
 
10.1.4	assist any other person to do any of the foregoing things.	
 
10.2	Each Subsidiary may enforce the terms of Clause 10.1 as if it were a party hereto.	
 
10.3	The undertakings in Clause 10.1 (a) do not prohibit the Seller and its Affiliates from: (a) holding or being interested in up to 5% of the outstanding issued share capital of a company listed on an internationally recognized stock exchange or in any other company which does not compete in the current territories where the Group Companies operate at the date of this Agreement; (b) fulfilling any obligation pursuant to any Sale and Purchase Document; (c) providing in-house call centre services to any company of the Retained Group; (d) engaging in any business that has competing services that are ancillary or accessory to such business, provided that, in order to assess if such services are ancillary, the total value of such services shall not exceed 25% of the total turnover generated by the Retained Group in respect of such business; or (e) engaging in any business the activities of which are not material and, for this purpose, the activities (taken as a whole)	
 
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 	shall not be considered material if the total revenue generated by the Retained Group in respect of such activities is below €25,000,000 per year. Nothing in this Clause 10.3 shall be breached by any member of the Retained Group acquiring and operating the whole or any part of a business which, or the share capital of a company or group of companies whose business includes operations the carrying on of which would otherwise amount to a breach of the undertaking contained in this Clause 10.3 (the “ Competitive Operations ”), as part of a larger acquisition, if the Competitive Operations comprise a minor part of the business of such company, group of companies or businesses acquired or in which the Retained Group has acquired an interest. For the purpose of this Clause 10.3 a “minor part” of the business of such company, group of companies or business shall be part of its overall business in which the turnover of the Competitive Operations does not exceed 25 per cent, of the gross turnover of the company, group of companies or business acquired.	
 
10.4	The Seller agrees that: (a) each undertaking contained in Clause 10.1 shall be construed as a separate undertaking; (b) the undertakings contained in Clause 10.1 are no greater than is reasonable and necessary for the protection of the interests of the Buyer and the Group Companies; and (c) if any such undertaking is held to be void, against the public interest or unlawful or in any way an unreasonable restraint of trade, but would be valid if deleted in part or reduced in application, such undertaking shall apply with such deletion or modification as may be necessary to make it valid and enforceable and the remaining undertakings shall continue to bind the Seller.	
 
10.5	The consideration for the undertakings contained in Clause 10.1 forms part of the Purchase Price.	
 
10.6	The Buyers undertake to the Seller that they will not (and will procure that each Subsidiary does not), either alone or in conjunction with or on behalf of any other person make any derogatory or critical statements or comments in relation to, or otherwise disparage, the Seller or any Affiliate, shareholder, investor, director, officer or employee of the Seller.	
 
10.7	For a period of seven years, the Buyers shall preserve and retain, or cause the Subsidiaries (and in the case of the Atento Assets and Liabilities, Spain Holdco) to preserve and retain, all Books and Records of the Subsidiaries (and relating to the Atento Assets and Liabilities) prior to the Closing Date that are delivered to the Buyers pursuant to Schedule III .	
 
10.8	For a period of seven years, and subject to appropriate confidentiality undertakings, all applicable laws and regulations and the Buyers’ attorney-client privilege not being prejudiced (as determined by the Buyers’ Representative acting reasonably and in good faith), the Buyers shall procure that the Seller and its representatives are given reasonable access to the Books and Records of the Subsidiaries (and relating to the Atento Assets and Liabilities) and the management of the Atento group of companies in connection with any actual or threatened Dispute or the Retained Group’s accounting, Tax and financial reporting matters.	
 
10.9	For a period of seven years, the Seller shall preserve and retain, or cause the members of the Retained Group to preserve and retain, all Books and Records of the Retained Group that relate to the Subsidiaries and the Atento Assets and Liabilities.	
 
10.10	For a period of seven years and subject to appropriate confidentiality undertakings, all applicable laws and regulations and the Seller’s attorney-client privilege not being prejudiced (as determined by the Seller acting reasonably and in good faith) the Seller	
 
31

 
 	shall procure that the Buyers and their representatives are given reasonable access to the Books and Records referred to in Clause 10.9 and the management of the Retained Group in connection with any actual or threatened Dispute or any Buyer’s or Subsidiary’s accounting, Tax and financial reporting matters.	
 
10.11	Any Tax Return required to be prepared by any of the Buyers or one of the Subsidiaries but for which the Seller may be responsible for the payment of any Taxes thereon pursuant to Clause 9.2.1 shall be provided to the Seller at least thirty (30) days prior to filing and shall be subject to the reasonable comments of the Seller. Any Tax Return prepared by Buyer which includes or is based on the operations, ownership, assets or activities of any of the Subsidiaries for any period for which the Seller is required to indemnify to the Buyer pursuant to 9.2.1(d) shall be prepared in accordance with past Tax accounting and other practices used by the Subsidiary with respect to the Tax Returns in question (unless such past practices are no longer permissible under applicable Tax law), and to the extent any items are not covered by past practices (or in the event such past practices are no longer permissible under applicable Tax law), in accordance with reasonable practices selected by the Buyer with the consent of the Seller, such consent not to be unreasonably withheld or delayed, provided that the Buyer shall always be free to adopt a different practice (consistent with applicable Tax law and accounting practice) in which case no claim may be made by the Buyer under 9.2.1 in respect of any Tax liability of the relevant Subsidiary which is directly related to such change in practice for the period in question. Any Tax credit or deduction that for any Tax purposes arises in connection with the operations for a period ending (or event that occurs) before Closing shall be available to the relevant Subsidiary and shall be applied to the Tax Return required to be prepared by the Buyer or that Subsidiary but for which the Seller may be responsible for the payment of any Taxes thereon.	
 
10.12	Between the date hereof and the Closing Date, the Parties shall use their best efforts to enter into a transitional services agreement in order for the Seller (or its Affiliates) to provide the Buyers and the Subsidiaries procurement services (via the Seller’s purchasing platform) for a period of six months on customary terms and conditions, and on standards appropriate for, for such services and on the basis of historical pricing for such services between.	
 
11	CONFIDENTIALITY	
 
11.1	Each Party undertakes to the other Parties that, subject to Clause 11.3 below, unless the prior written consent of the other Party shall first have been obtained it shall, and shall procure that its directors, officers, employees, advisers and agents shall, keep confidential and shall not by failure to exercise due care or otherwise by any act or omission disclose to any person whatever, or use or exploit commercially for its or their own purposes, any of the Confidential Information of any other Party (or any of its Affiliates).	
 
11.2	The consent referred to in Clause 11.1 above shall not be required for disclosure by a Party of any Confidential Information:	
 
 	(a)	to its Affiliates and its (and its Affiliates’ respective) directors, officers, employees, advisers, financing providers, its direct and indirect investors and agents, any future potential purchaser of any Subsidiary, who in each case are subject to a duty of confidentiality;	
 
32

 	(b)	subject to Clause 11.3, to the extent required by applicable law or by the regulations of any stock exchange or regulatory authority to which such Party is or may become subject or pursuant to any order of court or other competent authority or tribunal or any other legal process;	
 
 	(c)	to the extent that the relevant Confidential Information is in the public domain otherwise than by breach of this Agreement by any Party;	
 
 	(d)	to the extent it is disclosed to such Party by a person who is not in breach of any undertaking or duty of confidentiality in respect of thereof, whether express or implied;	
 
 	(e)	to the extent that a Party (or its Affiliates) lawfully possessed it prior to obtaining it from another Party; or	
 
 	(f)	to the extent necessary to vest the full benefits of this Agreement in a Party.	
 
11.3	If a Party becomes required, in circumstances contemplated by Clause 11.2(b) above, to disclose any Confidential Information such Party shall (save to the extent prohibited by law or regulation) give to the Party whose Confidential Information is required to be disclosed such notice as is reasonably practicable in the circumstances of such disclosure and shall co-operate with such Party and take such steps as such Party may reasonably require in order to enable it to mitigate the effects of, or avoid the requirements for, any such disclosure.	
 
11.4	The Confidentiality Agreement shall cease to have any force or effect from the date of this Agreement. Bain Capital, Ltd. shall have the right to enforce this Clause 11.4 as if it were a party to the Agreement.	
 
11.5	The Seller shall follow the Buyers’ Representative’s reasonable instruction (to the extent permitted) in the event of any breach of any confidentiality agreement (other than the Confidentiality Agreement) entered into by the Seller (or any Affiliate thereof) in connection with the potential sale of the Company (or any material business or assets thereof).	
 
12	MISCELLANEOUS	
 
12.1	Interest	
If a Party defaults in the payment when due of any sum payable under this Agreement (other than the Closing Purchase Price), that Party’s liability shall be increased to include interest on such sum from the due date until the date of actual payment (after as well as before judgment) at a rate of 10% per annum, which interest shall accrue from day to day.
 
12.2	Cooperation	
Each Party undertakes to take all measures necessary to give full force and effect to the Sale and Purchase Documents and to secure for every other Party the full benefit of the rights, powers and remedies conferred on the other Parties under the Sale and Purchase Documents. If at any time following the date on which this Agreement is executed it becomes necessary to take additional measures in order to fulfill the purposes of the Agreement, the Parties shall adopt such measures or ensure that they are adopted.
 
33

 
12.3	Announcements	
The Parties herein state that they shall mutually agree the content of any press releases or regulatory disclosure ( hecho relevante ) that either (or both) of them wishes to publish in relation to the Sale and Purchase Documents or the transactions contemplated therein. For the avoidance of doubt, no Party may make any announcement regarding the Sale and Purchase Documents (or the transactions contemplated therein) without the prior written consent of the other Parties.
 
12.4	Assignment/Conversion	
 
12.4.1	Unless otherwise indicated in any of the Clauses set out herein, this Agreement and the rights resulting from it are of a personal nature between the Parties and may not be assigned by any Party without the prior written consent of the other Parties, provided that any Buyer may transfer any or all of its rights under this Agreement to any of its Affiliates, finance providers or any future purchaser(s) of all or substantially all of the Atento group of companies (or any material business or assets thereof).	
 
12.4.2	The Parties acknowledge that during the Transition Period, Luxco 1 may be converted into a societe en commandite par actions or Luxco 1 may assign all or part of its rights (but not its obligations) under this Agreement to a newly incorporated societe en commandite par actions that is an Affiliate of Luxco 1, and no Party shall raise any objection to such conversion or assignment.	
 
12.5	Entire Agreement	
This Sale and Purchase Documents represent the entire agreement between the Parties in relation to their subject matter, and it replaces all prior negotiations, conversations, correspondence, communications, agreements or contracts between the Parties in relation to such subject matter. Each Party acknowledges that it does not enter into this Agreement in reliance on any warranties, representations, covenants or undertakings whatsoever made except insofar as such are set out in this Agreement.
 
12.6	Integral nature	
In the event that any of the Clauses contained in this Agreement become null and void, or may be annulled, or cannot be applied under applicable law or regulation, this shall not affect the Agreement’s other provisions, which shall remain in full force and affect. If any provision of this Agreement is held to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question will apply with the minimum modifications necessary to make it valid and enforceable.
 
12.7	Notifications and Communications	
 
12.7.1	Any notice (including any approval, consent or other communication) in connection with this Agreement and the documents referred to in it:	
 
 	(a)	must be in writing in the English language;	
 
 	(b)	must be left at the address of the addressee or sent by pre-paid recorded delivery (airmail if posted to or from a place outside Spain) to the address of the addressee or sent by facsimile to the facsimile number of the addressee in each case as specified in this Clause in relation to the Party to whom the notice is addressed, and marked for the attention of the person so specified.	
 
 	(c)	must not be sent by electronic mail.	
 
34

12.7.2	The relevant details of the Seller and BC Luxco 1 (on behalf of the Buyers for purposes of this Clause 12.7) at the date of this Agreement are:	

BC Luxco 1	  	 	
		
Address:	  	9a rue Gabriel Lippmann, L-5365 Munsbach, the Grand Duchy of Luxembourg	
Attention:	  	Ailbhe Jennings, Melissa Bethel and Devin O’Reilly	
		
With a copy to:	  	Bain Capital, Ltd., Devonshire House, Mayfair Place, London, W1J 8AJ, United Kingdom	
Facsimile:	  	+44 (0)207 514 5250	
Attention:	  	Felipe Merry del Val; Melissa Bethel and Devin O’Reilly	
		
With a copy to:	  	Kirkland & Ellis International LLP
20 St Mary Axe, London, EC3A 8AF	
Facsimile:	  	+44 (0)207 469 2001	
Attention:	  	Sam Pakbaz	
		
TELEFÓNICA	  	 	
		
Address:	  	Ronda de la Comunicacion, Edificio Central, Planta 1 a , s/n 28050 Madri	
Facsimile:	  	91 727 14 05	
Attention:	  	Secretario General	
 
12.7.3	Any changes to the address for notices (including address or facsimile number), if they are to take effect between the Parties, must be notified to the other Party at least 5 Calendar Days in advance by one of the methods indicated above for giving notice.	
 
12.7.4	In the absence of evidence of earlier receipt, any notice shall take effect from the time that it is deemed to be received in accordance with Clause 12.7.5 below.	
 
12.7.5	Subject to Clause 12.7.4 above, a notice is deemed to be received:	
 
 	(a)	in the case of a notice left at the address of the addressee, upon delivery at that address;	
 
 	(b)	in the case of a posted letter, on the third day after posting or, if posted to or from a place outside Spain, the seventh day after posting; and	
 
 	(c)	in the case of a facsimile, on production of a transmission report from the machine from which the facsimile was sent which indicates that the facsimile was sent in its entirety to the facsimile number of the recipient.	
 
35

 
12.7.6	A notice received or deemed to be received in accordance with Clause 12.7.5 above on a day which is not a Calendar Day or after 5 p.m. (local time) on any Calendar Day in the place of receipt shall be deemed to be received on the next following Calendar Day.	
 
12.7.7	Each Party undertakes to notify all of the other Parties by notice served in accordance with this Clause if the address specified herein is no longer an appropriate address for the service of notices.	
 
12.8	Costs and Taxes	
 
12.8.1	Unless otherwise indicated in this Agreement and without prejudice to Clause 9.2.1, each Party shall be responsible for paying all of the costs and expenses that it has incurred in relation to the negotiation and implementation (and if applicable termination) of the Sale and Purchase Documents and the transactions provided for therein, including the fees and costs of their respective financial advisors, accountants and legal representatives and the Seller hereby confirms and undertakes to the Buyers that no Subsidiary shall be responsible for, or will incur, any costs or expenses in connection with the Seller’s negotiation and implementation of the transactions contemplated by the Sale and Purchase Documents (other than as a direct result, and necessary consequence, of implementing the Pre-Closing Actions and the transactions set out in Clause 2.1 (taken as a whole).	
 
12.8.2	If the Seller completes (or procures the completion of) the Pre-Closing Actions in accordance with this Agreement and Closing does not subsequently occur, the Buyers shall (unless the Closing has not occurred due to a Seller default) be liable to the Seller for the reasonable and documented Third-Party costs (including Tax) and expenses that are a direct result, and necessary consequence, of the Seller: (i) having completed the Pre-Closing Actions; or (ii) having reversed the Pre-Closing Actions.	
 
12.8.3	The expenses of executing and formalizing the Agreement before a Public Notary shall be paid by the Buyers.	
 
12.8.4	All sums payable under this Agreement (other than the Closing Purchase Price and any amount payable under Clause 5.4.2) to a recipient in Brazil, Mexico, Spain or Luxembourg (each a “ Core Jurisdiction ”) shall be paid gross, free and clear of any rights of counterclaim or set-off and without any deduction or withholding, unless the deduction or withholding is required by law, in which event the payor shall pay such additional amount as shall be required to ensure that the net amount received and retained (free of any liability) by the payee will equal the full amount that would have been received by it if no such deduction or withholding had been required. For the avoidance of doubt, the Closing Purchase Price and any payment made under Clause 5.4.2 shall be paid net of any deduction or withholding required under applicable law.	
 
12.8.5	Where any payment is made under this Agreement to a Buyer, other than Brazil Holdco and Mexico Holdco, pursuant to an indemnity, compensation or reimbursement provision, or in respect of any claim, and that sum is subject to a charge to Taxation in the hands of the recipient (other than Taxation attributable to a payment of the Closing Purchase Price or any amount payable under Clause 5.4.2) despite of this payment being	
 
36

 	made by way of adjustment to the Purchase Price, the sum payable shall be increased to such sum as will ensure that after payment of such Taxation (subject to giving credit for any tax relief available to any of the Buyers or the Subsidiaries in respect of the matter giving rise to the payment on the basis set out in Clause 8.2.3(b)) the recipient shall be left with a sum equal to the sum that it would have received in the absence of such a charge to Taxation. For the avoidance of doubt, no Buyer shall be obligated to gross-up the payment of the Closing Purchase Price or any payment made under Clause 5.4.2.	
 
12.8.6	Unless otherwise permitted or indicated in this Agreement, all sums payable under a Sale and Purchase Document to any Subsidiary, Buyer or Buyer’s Affiliate shall be paid at the direction of the Buyers’ Representative. Any such payment shall be deemed to satisfy the obligation of the Seller or Seller’s Affiliate under such Sale and Purchase Document to make such payment to any other entity.	
 
12.9	No waiver	
The failure to exercise any right arising from this Agreement, or a delay in the exercise of any such right, shall not constitute a waiver of that right, and its individual or partial exercise shall not prevent the subsequent exercise of this or any other right.
 
12.10	Variation	
No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each Party.
 
12.11	Remedies	
The rights and remedies conferred on any Party by, or pursuant to, this Agreement are cumulative and are in addition, and without prejudice, to all other rights and remedies otherwise available to such Party under applicable law or regulation.
 
12.12	Adjustment of Purchase Price	
If any payment is to be made by the Seller to a Buyer in respect of any claim for breach of this Agreement (including a Non-Compliance or a Damage), the payment shall be made by way of adjustment of the Purchase Price, which shall be deemed to have been reduced by the amount of such payment.
 
12.13	Further Assurance	
The Seller undertakes to execute and deliver (at the cost of the Buyers) all such instruments and other documents and take all such actions as the Buyers may from time to time reasonably require in order to effect the transfer of the Atento Assets and Liabilities and the Shares to the Buyers.
 
12.14	Several Liability	
Following Closing, the liability of each Buyer under this Agreement shall be several ( mancomunada ) and not joint (and not joint and several). Notwithstanding the foregoing sentence, Luxco 1 shall be jointly and severally liable with each individual Buyer in respect of such Buyer’s liabilities to the Seller under this Agreement.
 
37

 
13	GOVERNING LAW	
This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the Spanish Common Law.
 
14	JURISDICTION	
 
14.1	All Disputes arising out of or in connection with this Agreement (including a Dispute relating to any non-contractual obligation arising out of or in connection with this Agreement or the transactions contemplated hereby (or the negotiation hereof)) shall be referred to and finally resolved by binding arbitration under the Rules of Arbitration of the International Chamber of Commerce, which Rules are deemed to be incorporated by reference into this clause. The Parties irrevocably waive their right to have any Dispute determined in any other forum.	
 
14.2	There shall be three arbitrators, and the Parties agree that one arbitrator shall be nominated by the Buyers’ Representative and one arbitrator shall be nominated by the Seller for confirmation by the ICC Court in accordance with the ICC Rules. The third arbitrator, who shall act as the chairman of the tribunal, shall be nominated by agreement of the two party-appointed arbitrators within fourteen Calendar Days of the appointment of the second arbitrator, or in default of such agreement, appointed by the ICC Court. All the arbitrators shall be fluent in English.	
 
14.3	The seat of the arbitration shall be Paris.	
 
14.4	The language of the arbitration will be English.	
 
14.5	The award shall be final and binding and may be entered and enforced in any court having jurisdiction.	
[ Remainder of page intentionally left blank; signature page follows ]
 
38

IN WITNESS WHEREOF, this Agreement has been executed by the Parties, all as of the date first above written.

/s/ Angel Vila Boix	 		 	/s/ Antonio Santiago Pérez	
 	 		 	 	
Name: Angel Vila Boix	 		 	Name: Antonio Santiago Pérez	
Title:	 		 	Title:   Attorney	
For and on behalf of	 		 	For and on behalf of	
Telefónica, S.A.	 		 	B.C. Brazilco Participacoes S.A.	
			
/s/ Antonio Santiago Pérez	 		 	/s/ Antonio Santiago Pérez	
 	 		 	 	
Name: Antonio Santiago Pérez	 		 	Name: Antonio Santiago Pérez	
Title:   Attorney	 		 	Title:   Director	
For and on behalf of	 		 	For and on behalf of	
B.C. Atalaya Mexholdco, S. de R.L. de C.V.	 		 	Global Chaucer, S.L.U.	
			
/s/ Antonio Santiago Pérez	 		 	/s/ Antonio Santiago Pérez	
 	 		 	 	
Name: Antonio Santiago Pérez	 		 	Name: Antonio Santiago Pérez	
Title:   Director	 		 	Title:   Director	
For and on behalf of	 		 	For and on behalf of	
Global Laurentia, S.L.U.	 		 	B.C. Spain HoldCo 4, S.A.U.	
 
39

 
					
/s/ Antonio Santiago Pérez	 		 	/s/ Antonio Santiago Pérez	
	 		 	 	
Name: Antonio Santiago Pérez	 		 	Name: Antonio Santiago Pérez	
Title:   Director	 		 	Title:   Attorney	
For and on behalf of	 		 	For and on behalf of	
Global Kiowa, S.L.U.	 		 	BC Luxco 1	
			
/s/ Antonio Santiago Pérez	 		 		
Name: Antonio Santiago Pérez	 		 		
Title:   Attorney	 		 		
For and on behalf of	 		 		
BC Luxco 2	 		 		
 
40

Schedule I - Subsidiaries
Part 1

Subsidiary	  	Shareholder(s)	  	Number of
shares	 	
ARGENTINA	  		  				
Atento Argentina S.A.	  	Atento Holding Chile S.A.	  	 	3,299,738	  	
	  	Atento N.V.	  	 	1,067,342	  	
Centro de Contacto Salta S.A.	  	Atento Holding Chile S.A.	  	 	47,500	  	
	  	Atento N.V.	  	 	2,500	  	
Mar del Plata Gestiones y Contactos S.A.	  	Atento Holding Chile S.A.	  	 	47,500	  	
	  	Atento N.V.	  	 	2,500	  	
Microcentro de Contacto S.A.	  	Atento Holding Chile S.A.	  	 	47,500	  	
	  	Atento N.V.	  	 	2,500	  	
Cordoba Gestiones y Contactos S.A.	  	Atento Holding Chile S.A.	  	 	47,500	  	
	  	Atento N.V.	  	 	2,500	  	
Atusa S.A.	  	Atento Holding Chile S.A.	  	 	2,500	  	
	  	Atento N.V.	  	 	47,500	  	
BRAZIL	  		  				
Atento Brazil S.A.	  	Atento N.V.	  	 	152,170,495	  	
	  	Maria Reyes Cerezo Rodriguez-Sedano	  	 	1	  	
	  	Francisco Borja Garcia-Altamirano	  	 	1	  	
	  	Jose Roberto Beraldo	  	 	1	  	
CHILE	  		  				
Atento Chile S.A.	  	Atento Holding Chile S.A.	  	 	7,918,735	  	
	  	Telefonica Chile S.A.	  	 	3,049,998	  	
	  	Telefonica Empresas S.A.	  	 	106,474	  	
	  	Compañia de Telefonos de Chile - Transmisiones Regionales S.A.	  	 	52,732	  	
Atento Holding Chile S.A.	  	Atento N.V.	  	 	42,646,074	  	
	  	TEF BV	  	 	4	  	
Atento Centro de Formacion Tecnica Limitada 1	  	Atento Chile S.A.	  	 	99	% 	
	  	Atento Holding Chile S.A.	  	 	1	% 	
Atento Educacion Limitada 2	  	Atento Chile S.A.	  	 	99	% 	
	  	Atento Holding Chile S.A.	  	 	1	% 	
COLOMBIA	  		  				
Atento Colombia S.A.	  	Atento N.V.	  	 	2,846,949	  	
	  	Atento Mexicana, S.A. de C.V.	  	 	150,001	  	

1  	Attending to its specific nature (i.e. limited company – “ sociedad de responsabilidad limitada ”), this company does not have its capital divided into shares. Notwithstanding, according to the applicable law in Chile, the capital of a limited company consist in social rights for its partners.	
2  	Please see footnote n.1.	

 
							
Subsidiary	  	Shareholder(s)	  	Number of shares	 	
	  	Atento Venezuela, S.A.	  	 	256	  	
	  	Teleatento del Peru S.A.C.	  	 	127	  	
	  	Atento Brazil, S.A.	  	 	127	  	
CZECH REPUBLIC	  		  				
Atento Ceska Republica, A.S.	  	Atento Inversiones y Teleservicios, S.A.U.	  	 	100	  	
EL SALVADOR	  		  				
Atento El Salvador SA de CV	  	Atento Guatemala S.A.	  	 	340,738	  	
	  	Atento Centroamerica, S.A.	  	 	27,251	  	
GUATEMALA	  		  				
Atento Guatemala, S.A	  	Atento Centroamerica, S.A.	  	 	10,472,824	  	
	  	Atento El Salvador, S.A. de C.V.	  	 	1	  	
Atento Centroamerica, S.A.	  	Atento N.V.	  	 	10,967,714	  	
	  	Atento El Salvador S.A. de C.V.	  	 	1	  	
MEXICO	  		  				
Atento Mexicana, S.A. de C.V.	  	Atento N.V.	  	 	46,588,359	  	
	  	Atento Colombia S.A.	  	 	1	  	
Atento Servicios, S.A. de C.V.	  	Atento Mexicana, S.A. de C.V.	  	 	199,999	  	
	  	Atento N.V.	  	 	1	  	
Atento Atencion y Servicios, S.A. de C.V.	  	Atento Mexicana, S.A. de C.V.	  	 	49,999	  	
	  	Atento Servicios, S.A. de C.V.	  	 	1	  	
MAROCCO	  		  				
Atento Maroc, S.A.	  	Atento Teleservicios España, S.A.U.	  	 	408,431	  	
	  	María Reyes Cerezo Rodriguez-Sedano	  	 	1	  	
	  	Abdelaziz Boumahdi	  	 	1	  	
	  	Carlos José Lievano Serrano	  	 	1	  	
	  	Virginia Beltramini Trapero	  	 	1	  	
THE NETHERLANDS	  		  				
Atento NV	  	Atento Inversiones y Teleservicios, S.A.U.	  	 	116,112	  	
PANAMA	  		  				
Atento Panama, S.A.	  	Atento N.V.	  	 	99	  	
	  	Atento Mexicana, S.A de C.V.	  	 	1	  	
PERU	  		  				
Teleatento del Peru S.A.C.	  	Atento N.V.	  	 	11,617,210	  	
	  	Atento Holding Chile S.A.	  	 	2,323,442	  	
PUERTO RICO	  		  				
Atento Puerto Rico, Inc.	  	Atento N.V.	  	 	1,999,900	  	
SPAIN	  		  				
Atento Teleservicios Espana, S.A.U.	  	Atento Inversiones y Teleservicios, S.A.U.	  	 	1,382,300	  	
Atento Impulsa, S.L.U.	  	Atento Teleservicios España, S.A.U.	  	 	3,006	  	
 
42

							
Subsidiary	  	Shareholder(s)	  	Number of shares	 	
Atento Servicios Tecnicos y Consultoria, S.L.U.	  	Atento Teleservicios España, S.A.U.	  	 	3,006	  	
Atento Servicios Auxiliares de Contact centre S.L.U.	  	Atento Teleservicios España, S.A.U.	  	 	3,000	  	
URUGUAY	  		  				
Woknal, S.A.	  	Atento N.V.	  	 	30,650,000	  	
USA	  		  				
Contact US Teleservices, Inc.	  	Atento Mexicana, S.A. de C.V.	  	 	4,153	  	
 
43

Schedule II – Definitions
 
•	 	“ 2013 Ticking Fee ” means (A) €289,000 times (B) the number of days from 1 January 2013 to the Closing Date (inclusive).	
 
•	 	“ Accounting Policies ” means the accounting policies set out in Parts 1 to 4 (inclusive) of Schedule VI .	
 
•	 	“ Accounting Records ” means the accounts, books and records mandatory in each relevant jurisdiction.	
 
•	 	“ Accounts Date ” means 31 December 2011.	
 
•	 	“ Actual Debt Amount ” means the amount of Debt calculated in accordance with Schedule VI .	
 
•	 	“ Actual Debt Statement ” means a statement setting out the Actual Debt Amount, in the form set out in Part 2(b) of Schedule V , being the consolidated amount of Debt.	
 
•	 	“ Actual TEF Trade Receivables DSO ” means the actual number of the ‘days of sales’ (“DSO”) ratio of the Trade Receivables with Telefonica Group companies net of advances received on orders from Telefonica at the Effective Time calculated, using the ‘count back method’, in accordance with the illustrative example set out in Schedule XXVII .	
 
•	 	“ Actual Working Capital Amount ” means the amount calculated in accordance with Schedule VI , being the consolidated amount of Working Capital of the Subsidiaries.	
 
•	 	“ Actual Working Capital Excess ” means the amount (if any) by which the Actual Working Capital Amount exceeds the Working Capital Target.	
 
•	 	“ Actual Working Capital Shortfall ” means the amount (if any) by which the Actual Working Capital Amount is less than the Working Capital Target.	
 
•	 	“ Actual Working Capital Statement ” means a statement setting out the Actual Working Capital Amount, in the form set out in Part 3(b) of Schedule V .	
 
•	 	“ Affiliate ” means in relation to any person: (i) any other person which from time to time directly or indirectly controls, is controlled by or is under common control with such first person (and for these purposes “control” shall mean the power to directly or indirectly manage or govern (or appoint the majority of the members of the governing body) whether through the ownership of voting securities, by contract or otherwise); or (ii) any other person who directly or indirectly holds a 20% or more economic interest in such first person or in whom such first person holds a 20% or more economic interest.	
 
•	 	“ Agreed Form ” means in relation to any document, such document in the form agreed between the Seller and the Buyers’ Representative and initialed for identification purposes by or on behalf of the Seller and the Buyers’ Representative with such alterations as may be agreed between the parties to such document in writing from time to time.	
 
•	 	“ Agreement ” has the meaning given in paragraph VIII of the Recitals.	
 
•	 	“ AIT Assets and Liabilities ” means all assets and liabilities of the Company other than the Atento Assets and Liabilities.	
 
•	 	“ Applicable Period ” shall mean the period between the date on which the New Vivo Contract comes into force and effect and the earlier of: (i) the last Business Day of the calendar month which is immediately preceding the calendar month in which the Buyers deliver the draft Closing Statements to the Seller pursuant to paragraph 2 of Part 2 of Schedule V and (ii) 28 February 2013.	
 
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•	 	“ Approved Firms ” means one of the top five law firms by reference to numbers of fee earners.	
 
•	 	“ APA ” means the asset purchase agreement to be entered into by the Seller, the Company and Spain Holdco at Closing substantially in the form set out in Schedule IX pursuant to which the Company shall sell the Atento Assets and Liabilities to Spain Holdco on and subject to the terms thereof and this Agreement.	
 
•	 	“ Argentina Capex Budget ” means the Argentina Pesos equivalent of €3,837,000, being the amount of capital expenditures for the Atento Argentina Companies projected for the period 1 January 2012 to the Effective Time.	
 
•	 	“ Argentina Payable ” means the portion (if any) of Inter-company Indebtedness that is attributable to amounts lent by the Retained Group to the Argentinean Companies.	
 
•	 	“ Argentina Shares ” means 100% of the issued and outstanding shares of each of the Atento Argentina Companies.	
 
•	 	“ Argentina Transaction ” means the substitution of Third-Party financial Debt in Argentina for ordinary course Inter-company Indebtedness to the extent that (i) such Inter-company Indebtedness is in Argentinean Pesos; (ii) it is for an amount not higher than the equivalent to €10,000,000; and (iii) the maturity of no less than ten years from the Closing Date.	
 
•	 	“ Atento ” means the Subsidiaries or any one of them.	
 
•	 	“ Atento Assets and Liabilities ” means the assets set out in Schedule XI and corresponding liabilities.	
 
•	 	“ Atento Assets and Liabilities Closing Purchase Price ” means €19,961,500.	
 
•	 	“ Atento Argentina Companies ” means, collectively, Atento Argentina S.A., Centro de Contacto Salta S.A., Mar del Plata Gestiones y Contactos S.A., Microcentro de Contacto S.A., Cordoba Gestiones y Contactos S.A. and Atusa S.A.	
 
•	 	“ Atento Brazil ” means Atento Brasil S.A.	
 
•	 	“ Atento Chile ” means Atento Chile S.A.	
 
•	 	“ Atento Chile Holdco ” means Atento Holding Chile S.A.	
 
•	 	“ Atento Colombia ” means Atento Colombia S.A.	
 
•	 	“ Atento Czech ” means Atento Ceska Republica, A.S.	
 
•	 	“ Atento Guatemala ” means Atento Centroamerica, S.A.	
 
•	 	“ Atento Mexico ” means Atento Mexicana, S.A. de C.V.	
 
•	 	“ Atento Mexico Servicios ” means Atento Servicios, S.A. de C.V.	
 
•	 	“ Atento Panama ” means Atento Panama, S.A.	
 
•	 	“ Atento Payable ” means the portion (if any) of Inter-company Indebtedness that is attributable to amounts owing by the Retained Group to the Subsidiaries (other than the Argentinean Companies).	
 
•	 	“ Atento Puerto Rico ” means Atento Puerto Rico, Inc.	
 
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•	 	“ Atento Spain ” means Atento Teleservicios Espana, S.A.U.	
 
•	 	“ Atento Venezuela Companies ” means, collectively, Atento Venezuela, S.A. and Teleatencion De Venezuela, C.A.	
 
•	 	“ Authorities ” has the meaning given in Clause 3.1.1.	
 
•	 	“ Balancing Amount ” an amount equal to the aggregate of:	
 
 	(i)	the Working Capital Shortfall (expressed as a negative number) or the Working Capital Excess;	
 
 	(ii)	the TEF Trade Receivables DSO Shortfall Amount (expressed as a negative number);	
 
 	(iii)	the Debt Shortfall or the Debt Excess (expressed as a negative number); and	
 
 	(iv)	all Leakage between 1 December 2012 and the Closing Date (inclusive) less the Notified Leakage (in both cases expressed as a negative number).	
 
•	 	“ BBVA Master Services Agreement ’’ means the master services agreement entered into by Atento Mexicana Sociedad Anonima de Capital Variable with BBVA Bancomer, Sociedad Anonima, Institucion de Banca Multiple, Gruop Financiero BBVA Bancomer on 29 June 2007.	
 
•	 	“ Books and Records ” shall have its ordinary meaning (but for the avoidance of doubt shall include all statutory books and company records (including tax and accounting records) and all correspondence, orders and enquiries, in whatever form held).	
 
•	 	“ Brazil Closing Purchase Price ” means €456,180,000:	
(i) less the amount of the Brazil Dividend;
(ii) less all Notified Leakage attributable to Atento Brazil (as determined by the Buyers’ Representative acting reasonably).
 
•	 	“ Brazil Excess ” means the lesser of: (i) the amount (if any) by which the total amount of Cash in Atento Brazil at the Effective Time exceeds €20,000,000; and (ii) €10,000,000.	
 
•	 	“ Brazil 13th Month Salary ” means the customary ‘13th Month’ payable to employees of Atento Brazil with respect to calendar year 2012.	
 
•	 	“ Brazil Holdco ” has the meaning given on page 1 of this Agreement.	
 
•	 	“ Brazil IOF Tax ” means the 1OF with respect to the disposal of the Brazil Shares to Brazil Holdco pursuant to Clause 4.1.1.	
 
•	 	“ Brazil Shares ” means 100% of the issued and outstanding shares of Atento Brazil.	
 
•	 	“ Brazilian Banks ” means Banco BTG Pactual S.A., Banco Santander (Brasil) S.A., Banco Bradesco BBI S.A. and Banco Itaú BBA S.A.	
 
•	 	“ Business Day ” means any day of the week excluding Saturdays, Sundays and holidays as established by the official calendars for the cities of Madrid, Sao Paulo and London, provided that Closing shall not occur on a date that is a Saturday, Sunday or holiday as established by the official calendars for the cities of Madrid, Sao Paulo, Mexico City, Santiago, London, New York, The Hague and Luxembourg.	
 
•	 	“ Buyer Debt Repayment Amount ” has the meaning given in Clause 6.8.	
 
•	 	“ Buyers’ Accountants ” means PricewaterhouseCoopers.	
 
•	 	“ Buyer Representations and Warranties ” has the meaning given in Clause 7.2.1.	
 
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•	 	“ Buyer Tax Act ” means any voluntary action taken by a Buyer or at the direction of a Buyer which is not necessary to comply with any law, published practice or relevant generally accepted accounting practice and which such Buyer knows or ought reasonably to know would have the result of creating or increasing a liability to Taxation or reducing or eliminating any Relief of any of the Subsidiaries.	
 
•	 	“ Buyers ” means, collectively, Brazil Holdco, Mexico Holdco, Spain Holdco, Spain Holdco 2, Spain Holdco 4, Spain Holdco 5, Luxco 1 and Luxco 2 and “ Buyer ” shall mean any one of them.	
 
•	 	“ Buyers’ Representative ” means Bain Capital, Ltd.	
 
•	 	“ Calendar Day ” means a day reckoned from midnight to midnight, within the Gregorian calendar.	
 
•	 	“ Cash ” means the consolidated immediately available cash of the Subsidiaries (whether in hand or credited to any account with any banking, financial, lending or other similar institution or organisation), including all interest accrued thereon, as at the Closing Date, as shown by the reconciled cashbook balances of the Subsidiaries;	
 
•	 	“ Cash Purchase Price ” means the Purchase Price without giving effect to the Vendor Loan Note or the Contingent Value instruments.	
 
•	 	“ CETIP ” means CETIP S.A. – Mercados Organizados, which shall administer and operate the securities placement system on which the Debentures are listed for distribution.	
 
•	 	“ Chile Closing Purchase Price ” means €7,634,070 less all Notified Leakage attributable to Atento Chile and its Subsidiaries (as at the Notified Leakage Date) as determined by the Buyers’ Representative acting reasonably.	
 
•	 	“ Chile Holdco Closing Purchase Price ” means €16 less all Notified Leakage attributable to Atento Chile Holdco (as determined by the Buyers’ Representative acting reasonably).	
 
•	 	“ Chile Holdco Shares ” means 100% of the shares of Atento Holding Chile S.A. held by TEF BV	
 
•	 	“ Chile Shares ” means 100% of the shares of Atento Chile S.A. held by the Minority Chile Holders.	
 
•	 	“ Closing ” means completion of all of the transactions described in Clause 4.1.	
 
•	 	“ Closing Brazil Tax ” means Tax of 15% of the gain that Atento NV and the Brazil Minority Holders will realise from the sale of the Brazil Shares to Brazil Holdco and Spain Holdco 4 (pursuant to Clause 4.1.1) based on the portion of the Closing Purchase Price attributable to the Brazil Shares.	
 
•	 	“ Closing Mexico Tax ” means Tax of 10% of the gain that Atento NV and Atento Colombia will realise from the sale of the Mexico Shares to Mexico Holdco and Spain Holdco 5 (pursuant to Clause 4.1.2) based on the portion of the Closing Purchase Price attributable to the Mexico Shares.	
 
•	 	“ Closing Date ” shall mean the date that is 7 Business Days after the Regulatory Condition Precedent is satisfied (or waived), or such other date as the Seller and the Buyers’ Representative shall agree.	
 
•	 	“ Closing Purchase Price ” means €929,443,000:	
 
 	(i)	plus up to the Argentinean Peso equivalent of €110,000,000 (and as evidenced by the Contingent Value Instruments);	
 
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 	(ii)	less the June Debt Amount;	
 
 	(iii)	plus the June Working Capital Amount;	
 
 	(iv)	less the Working Capital Target;	
 
 	(v)	less all Notified Leakage;	
 
 	(v)	plus the 2013 Ticking Fee (if any) and the December Ticking Fee (if any).	
 
•	 	“ Closing Statements ” means the Actual Debt Statement and the Actual Working Capital Statement.	
 
•	 	“ Collective Bargaining Agreement ” means the 2012 collective bargaining agreement entered into by the Subsidiaries in Spain.	
 
•	 	“ Colombia Purchasers ” means, collectively, Atento Spain, Atento Impulsa, S.L.U. and Atento Servicios Auxiliares de Contact Center, S.L.U.	
 
•	 	“ Colombia Shares ” means, collectively, 100% of the shares of Atento Colombia held by each of Atento Brazil, Atento Mexico and Atento Venezuela S.A.	
 
•	 	“ Company ” has the meaning given in Recital I.	
 
•	 	“ Computer Systems ” means all hardware, handheld devices, firmware, peripherals, communication links, storage media, backup systems, networking equipment and other equipment used by or on behalf of any Subsidiary, together with all computer software and all related object executable source codes and databases used by or on behalf of any Subsidiary.	
 
•	 	“ Conditions Precedent ” shall have the meaning given in Clause 3.	
 
•	 	“ Confidential Information ” means (i) the existence and contents of each Sale and Purchase Document; (ii) any non-public information (in whatever form) concerning the business, finances, assets, liabilities, dealings, transactions, know-how, customers, suppliers, processes or affairs of a Party (or any of its Affiliates) from time to time; and (iii) any other non-public information (in whatever form) relating to a Party (or any of its Affiliates) that is disclosed by (or on behalf of) such Party to the other Party in connection with the negotiation, entry into, or performance of its obligations under the Sale and Purchase Documents.	
 
•	 	“ Confidentiality Agreement ” means the confidentiality agreement dated 20 April 2012 between the Seller and Bain Capital, Ltd.	
 
•	 	“ Contingent Value Instruments ” means the Luxco 1 Contingent Value Instrument and the Luxco 2 Contingent Value Instrument.	
 
•	 	“ Contribution Margin ” shall mean the contribution margin (being (i) revenue less direct cost divided by (ii) revenue), as calculated in accordance and consistent with Atento Brazil’s historic management accounts as illustrated in Schedule XX . For purposes of clarity, Contribution Margin shall be expressed as a percentage.	
 
•	 	“ Contribution Shortfall ” shall mean (A) zero if the Vivo Average Contribution Margin is thirty three percent (33%) or greater or (B) if the Vivo Average Contribution Margin is less than thirty-three percent (33%), the Euro amount equal to the product of (i) the Margin Shortfall times (ii) four-hundred and fifty-one million Euros (€451,000,000)  times (iii) sixty three percent (0.63) times (iii) four (4).	
 
•	 	“ Core Warranties ” has the meaning given in Clause 8.3(a).	
 
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•	 	“ Czech Shares ” means 100% of the issued and outstanding shares of Atento Czech.	
 
•	 	“ Czech Closing Purchase Price ” means €9,066,800 less all Notified Leakage attributable to Atento Czech as determined by the Buyers’ Representative acting reasonably.	
 
•	 	“ Damages ” means any economic damage or detriment ( daños y perjuicios ) pursuant to Article 1,106 et seq. of the Spanish Civil Code.	
 
•	 	“ Data Room ” means the online data room hosted by Merrill Corporation (at https://datasite.merrillcorp.com ) under the project name “Project Atalaya”, as at 12:00 noon on 28 September 2012.	
 
•	 	“ Debentures ” means the debentures or other form of financing for the acquisition of the Brazil Shares to be acquired by Brazil Holdco pursuant to this Agreement.	
 
•	 	“ Debt ” means at the Effective Time:	
 
 	(i)	all financial borrowings and other indebtedness of any Subsidiary by way of any overdraft, acceptance, credit or similar facility (including Inter-company Indebtedness, the Buyer Debt Repayment Amount, the Buyer Payable to TEF Amount and the Buyer Argentina Payable to TEF Amount);	
 
 	(ii)	all due and outstanding break fees, prepayment fees and other costs, expenses or penalties related to or arising as a result of the termination or prepayment of all financial borrowings and other indebtedness of any Subsidiary to any Third-Party or Related Party;	
 
 	(iii)	[Intentionally left blank]	
 
 	(iv)	all recourse factoring or recourse discounting of receivables by any Subsidiary;	
 
 	(v)	all interest, fees and penalties accrued on any or all of the financial borrowings detailed above (to the extent not already included in item (i));	
 
 	(vi)	the mark to market effect (positive or negative) of all interest rate, foreign exchange and other derivative instruments to which a Subsidiary is party (or with respect to which a Subsidiary has obligations), and any amounts payable on the termination of such arrangements as if they are to be terminated on Closing, (to the extent not already included in item (i));	
 
 	(vii)	all finance lease obligations of each Subsidiary;	
 
 	(viii)	all outstanding fees payable to all advisors engaged on behalf of the Seller (or any of its Affiliates), in each case by a Subsidiary in connection with the transactions contemplated in this Agreement;	
 
 	(ix)	all bonuses and other monetary incentives (including securities (or any right to acquire securities) of any Subsidiary) in effect on or prior to Closing and payable or issuable by any Subsidiary to the extent they arise as a result of the sale of the shares in any Subsidiary (including any related social security contributions or Tax payable by any Subsidiary, unless otherwise considered for purposes of determining the Actual Working Capital Amount;	
 
 	(x)	all unpaid current corporate income Tax liabilities net of current corporate income Tax assets to the extent such assets are available to be used against Tax liabilities for the period up to the Effective Time (excluding any deferred income Tax assets or liabilities) of any Subsidiary and consolidation Tax owed to any member of the Retained Group (either positive or negative);	
 
49

 	(xi)	all social security contributions or Tax payable by a Subsidiary in respect of the issue of shares or the issue or exercise of share options, unless otherwise considered for purposes of determining the Actual Working Capital Amount;	
 
 	(xii)	dividends or other distributions declared in favour of and due and payable to, any Related Party (other than pursuant to Clause 4.1.3);	
 
 	(xiii)	[intentionally left blank]	
 
 	(xiv)	cash payment obligations in connection with or as a result of site dismantling in Brazil committed on or before the Effective Time and unpaid;	
 
 	(xv)	provisions for employee voluntary or mandatory departure plans (for avoidance of doubt, excluding any termination of employees in the ordinary course of business, but including termination of Senior Employees (who are not then re-hired by the Buyer as a employee or consultant after Closing));	
 
 	(xvi)	accrued and outstanding pension or other retirement net liabilities, not including the legal provision for retirement benefit in Mexico;	
 
 	(xvii)	any outstanding liability cash payment for wage increases recognized in the 2012 Collective Bargaining Agreement in Spain for previous years;	
 
 	(xviii)	the aggregate of: (a) the shortfall (if any) between €20,000,000 and the total aggregate amount of Cash in Atento Brazil at the Effective Time; and (b) the RoW Shortfall (if any);	
 
 	(xix)	€35,000,000 less the Brazil Excess (if any);	
 
 	(xx)	€8,000,000 less the Net Chile Excess (if any);	
 
 	(xxi)	the shortfall (if any) between the Subsidiaries’ actual capital expenditure (outside of Argentina) committed for year 2012 and €85,394,000, being the amount of capital expenditure (for the Subsidiaries (other than Argentina) projected for the period 1 January 2012 to the Effective Time);	
 
 	(xxii)	the Vivo Contribution Margin Shortfall;	
 
 	(xxiii)	any portion of the Brazil 13th Month Salary that is accrued but not paid in accordance with Clause 6.10; and	
 
 	(xxiv)	the Majority Promissory Note and the Minority Promissory Note;	
but excluding any unamortised debt issuance costs.
For the avoidance of doubt, the Buyers shall not be entitled to any double counting of the same item. If any amount forming part of Debt in the Closing Statements gives rise to an adjustment of the Purchase Price, the Buyers shall not be permitted to also make a claim for such amount under any other provision of this Agreement.
 
•	 	“ Debt Excess ” means the amount (if any) by which the Actual Debt Amount exceeds the June Debt Amount.	
 
•	 	“ Debt Shortfall ” means the amount (if any) by which the Actual Debt Amount is less than the June Debt Amount.	
 
•	 	“ December Ticking Fee ” means (A) €493,000 times (B) the number of days equal to the lesser of (i) 31 and (ii) from 1 December 2012 to the Closing Date (inclusive).	
 
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•	 	“ Determined Claim ” means a claim where: (i) the amount of which the Seller and the relevant Buyers’ Representative have agreed in writing; or (ii) in respect of which the arbitrators have made an award pursuant to Clause 14.	
 
•	 	“ Diligence CD-ROM ” means the CD-ROM in Agreed Form containing all of the Information Disclosed and deposited with the Public Notary.	
 
•	 	“ Disagreement Notice ” has the meaning given in paragraph 6b. of Schedule V .	
 
•	 	“ Dispute ” means all disputes, disagreements, conflicts, controversies or issues.	
 
•	 	“ Effective Time ” means 11:59 pm on 30 November 2012.	
 
•	 	“ Encumbrance ” means any option, right to acquire, right of conversion, right of pre-emption, right of first refusal, restriction on transfer, equity, claim, charge (whether fixed or floating), mortgage, pledge, lien, assignment, power of sale, hypothecation, title retention or other third party right or security interest of any kind and any agreement, arrangement or obligation (including any conditional obligation) to create any such right or interest.	
 
•	 	“ Engagement Letter ” means an engagement letter of an Independent Expert appointed by in accordance with paragraph 9 of Schedule VI on such Independent Expert’s standard terms (or such other terms as the Parties and such Independent Expert may agree) and duly signed by the Parties and such Independent Expert.	
 
•	 	“ Excess Cash ” means, in respect of a Subsidiary Grouping, the amount of Cash (if any) in excess of €2,000,000 in such Subsidiary Grouping as at the Effective Time.	
 
•	 	“ Existing Facilities ” means the €235 million term and revolving loan facility agreement dated 29 March 2011 between, amongst others, the Company as debtor and Banco Santander, S.A. and HSBC Bank PLC, Sucursal en España as original lenders (including all interest all accrued thereon and all break fees, prepayment fees and other costs, expenses or penalties related to or arising as a result of the termination or prepayment of the loan facility).	
 
•	 	“ Fairly Disclosed ” means disclosed before the date of this Agreement in reasonable detain in the Information Disclosed and Schedule XXV this Agreement or the Disclosure Letter to identify to the Buyers the nature and scope of the matter disclosed.	
 
•	 	“ Financial Statements ” means (i) consolidated accounts of the Group Companies and (ii) the individual annual accounts for each Group Company, in each case for the periods ended on 31 December 2010 and 31 December 2011 and including the profit and loss account, cash flow statement, balance sheet and related notes and disclosures.	
 
•	 	“ Financing ” has the meaning give in Clause 6.5.	
 
•	 	“ Governmental Authority ” shall mean the government of any of the Revenue Jurisdiction (as defined in the Master Services Agreement) or any other country or any state, province or other political subdivision thereof or any entity, body, regulatory or administrative authority, agency, commission, court, tribunal or judicial body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any quasi- governmental entity established to perform such functions.	
 
•	 	“ Group Companies ” means the Company and the Subsidiaries collectively, and “ Group Company ” shall mean any one of them.	
 
•	 	“ Group Management Accounts ” means the monthly consolidated management accounts of the Group Companies for each month for the period between 31 December 2010 and 31 August 2012 and including the profit and loss account, cash flow statement and balance sheet, as set out in the Information Disclosed.	
 
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•	 	“ Guatemala Shares ” means 100% of Atento NV’s holding of shares of Atento Guatemala.	
 
•	 	“ IFRS ” means International Financial Reporting Standards, International Accounting Standards and interpretations of those standards issued by the International Accounting Standards Board and the International Financial Reporting interpretations Committee and their predecessor bodies as adopted by the European Union as at the Closing Date	
 
•	 	“ Independent Expert ” means one of PricewaterhouseCoopers, Deloitte Touche Tohmatsu, Ernst & Young, KPMG, Duff & Phelps and Grant Thornton.	
 
•	 	“ Individual Deductible ” has the meaning give in Clause 8.4.4.	
 
•	 	“ Individual Management Accounts ” means the individual monthly management accounts for each Subsidiary, in each case for each month for the period between 31 December 2010 and 31 August 2012 and including the profit and loss account, cash flow statement and balance sheet, as set out in Information Disclosed.	
 
•	 	“ Information Disclosed ” has the meaning given in Recital V.	
 
•	 	“ INSS Brazilian Claim ” means any Damages resulting as a result of or in connection with the 2004 inspection by the National Social Security Institute of Brasil, with the most significant claim being approximately 87.7 million Brazilian Reals in connection with the payment in cash of “transport vouchers” to employees.	
 
•	 	“ Intellectual Property ” means all copyright, moral rights, design rights, registered designs, database rights, patents, utility models, business names, trade marks, service marks, trade names, rights arising in domain names, know-how, trade secrets and rights in confidential information and any other intellectual property rights or rights of a similar nature (in each case, whether registered or not) and all applications and rights to apply for any of them which may subsist anywhere in the world.	
 
•	 	“ Inter-company Indebtedness ” means all financial indebtedness to a Related Party by the Subsidiaries (including and outstanding balances pursuant to cash-pooling arrangements), including in each case accrued interest thereon and break fees, prepayment fees and other costs, expenses or penalties related to or arising as a result of the termination or prepayment of such indebtedness (but excluding ordinary course trading receivables and amounts owed pursuant to ordinary course employment or consultancy agreements).	
 
•	 	“ IOF ” means Imposto sobre Operações Financeiras .	
 
•	 	“ Judicial Deposits ” means (as at the Closing Date) the aggregate of all amounts deposited by the Subsidiaries with courts or Governmental Authorities as security for claims made against any Subsidiary by its current or former employees, consultants, officers or directors. For purposes of reference, the aggregate amount of the Judicial Deposits was Rs 96,109,000 as set out in the May 2012 Management Accounts).	
 
•	 	“ June Debt Amount ” means €206,541,000.	
 
•	 	“ June Debt Statement ” means a statement in the form set out in Part 2(a) of Schedule V setting out the constituent elements of the June Debt Amount.	
 
•	 	“ June Working Capital Amount ” means €44,532,000. (expressed as a negative number).	
 
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•	 	“ June Working Capital Excess ” means the amount (if any) by which the June Working Capital Amount exceeds the Working Capital Target.	
 
•	 	“ June Working Capital Shortfall ” means the amount (if any) by which the June Working Capital Amount is less than the Working Capital Target.	
 
•	 	“ June Working Capital Statement ” means a statement in the form of the worked example set out in Part 3(a) of Schedule V .	
 
•	 	“ Labour Dispute ” has the meaning given in Clause 9.1.1.	
 
•	 	“ Leakage ” means the aggregate of the amounts (expressed in euro) resulting from the matters referred to in Clause 6.9.1 to the extent they occur between 1 December 2012 and the Closing Date (inclusive) but excluding all Permitted Leakage.	
 
•	 	“ Long Stop Date ” means the date falling 119 days after the date of this Agreement.	
 
•	 	“ Luxco 1 Contingent Value Instrument ” means the instrument providing for the payment of up to the Argentinean Peso equivalent of €11,000,000 (as converted on the date of this Agreement) by Luxco 1 to TEF Company 2 substantially on the terms set out in Schedule X .	
 
•	 	“ Luxco 2 Contingent Value Instrument ” means the instrument providing for the payment of up to the Argentinean Peso equivalent of €99,000,000 (as converted on the date of this Agreement) by Luxco 2 to TEF Company 1 substantially on the terms set out in Schedule X .	
 
•	 	“ Majority Promissory Note ” means the promissory note to be issued by TEF Company 1 to Atento Chile Holdco and Atento NV in consideration for the share transfers described in Clause 3.2.1(a) on such terms to be agreed between the Buyer’s Representative and the Seller acting reasonably.	
 
•	 	“ Margin Shortfall ” shall mean thirty-three percent (33%) minus the Vivo Average Contribution Margin.	
 
•	 	“ Minority Promissory Note ” means the promissory note to be issued by TEF Company 2 to Atento Chile Holdco and Atento NV in consideration for the share transfers described in Clause 3.2.1(b) on such terms to be agreed between the Buyer’s Representative and the Seller acting reasonably	
 
•	 	“ Master Services Agreement ” means the master services agreement (and any ancillary agreement relating thereto) to be entered into between the Seller and Spain Holdco (or its nominee) at Closing in the form set out in Schedule XVIII .	
 
•	 	“ Material Contracts ” means all Related Party Agreements and all other agreements or arrangements having a value or revenue greater than an amount equal to €1,000,000 to which a Subsidiary is party.	
 
•	 	“ Material Supplier/Customer Agreements ” means the 25 most significant contracts entered into by the Group Company with customers and the 34 most significant contracts entered into by the Group Companies with suppliers, as set out in Schedule XXVI .	
 
•	 	“ Mexico Holdco ” has the meaning given on page 1 of this Agreement.	
 
•	 	“ Mexico Closing Purchase Price ” means €114,109,000:	
(i) less the Mexico Dividend;
(ii) less all Notified Leakage attributable to Atento Mexico and its Subsidiaries at the Notified Leakage Date (as determined by the Buyers’ Representative acting reasonably).
 
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•	 	“ Mexico Shares ” means 100% of the issued and outstanding shares of Atento Mexico.	
 
•	 	“ Mexican Subsidiaries ” means, collectively, Atento Mexicana, S.A. de C.V., Atento Servicios, S.A. de C.V. and Atento Atencion y Servicios, S.A. de C.V.	
 
•	 	“ Minority Brazil Holders ” means Maria Reyes Cerezo Rodriguez-Sedano, Francisco Borja Garcia-Altamirano and Jose Roberto Beraldo.	
 
•	 	“ Minority Chile Holders ” means Telefónica Chile S.A., Telefónica Empresas S.A. and Compañía de Teléfonos de Chile - Transmisiones Regionales S.A.	
 
•	 	“ Net Chile Excess ” means the lesser of: (a) €8,000,000 and (b) the Excess Cash in Atento Chile Holdco.	
 
•	 	“ New Vivo Contract ” has the meaning given in paragraph 7.7 of Schedule VII .	
 
•	 	“ Non-compliance ” means any breach of the Representations and Warranties;	
 
•	 	“ Notified Debt Amount ” has the meaning given in Clause 6.8.	
 
•	 	“ Notified Leakage ” means all Leakage notified on or prior to the date that is 5 Business Days prior to Closing pursuant to Clause 6.9.2.	
 
•	 	“ Notified Leakage Date ” means the date on which the Seller delivers the notice referred to in Clause 6.9.2.	
 
•	 	“ NV Closing Purchase Price ” means €105,549,000:	
(i) plus the net amount of the Brazil Dividend;
(ii) plus the net amount of the Mexico Dividend;
(iii) less all Notified Leakage attributable to Atento NV;
(iv) plus the Brazil Closing Purchase Price ( less the Closing Brazil Tax);
(v) plus the Mexico Closing Purchase Price ( less the Closing Mexico Tax);
 
•	 	“ NV Shares ” means the dividend to be declared by Atento NV immediately following Spain Holdco 2’s acquisition of the NV Shares pursuant to Clause 4.1.3.	
 
•	 	“ NV Shares ” means 100% of the issued and outstanding shares of Atento NV.	
 
•	 	“ Panama Shares ” means 100% of the issued and outstanding shares of Atento Panama.	
 
•	 	“ Parties ” has the meaning given on page 1 of this Agreement.	
 
•	 	“ Payment Statement ” means a statement setting out the total consideration payable under Clause 5.1 and the Balancing Amount payable by a Buyer or the Seiler under Clause 5.4, as agreed and determined in accordance with Schedule V .	
 
•	 	“ Permitted Leakage ” means (i) the settlement of a liability to any member of the Retained Group in respect of Inter-company indebtedness to the extent that such liability has been expressly reflected in the Closing Statements; (ii) amounts paid or payable by a Subsidiary to a member of the Retained Group pursuant to the terms of the Service Contracts (as defined in the Master Services Agreement) in existence as at 1 December 2012; (iii) amounts paid or payable pursuant to any agreements or arrangements between a Subsidiary on the one hand and a Related Party on the other hand that are listed on Schedule XVI ; and (iv) amounts arising from the steps set out in Clauses 3.2.1 and 4.1 being implemented in accordance with this Agreement.	
 
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•	 	“ Peru Indemnity ” means the indemnity provided by Telefonica del Peru S.A.A. to Atento Telecomunicaciones S.A., Atento NV and Atento Chile Holdco in the acquisitions of Teleatentodel Peru S.A.C dated September 30th 1999 and November 12th 2008	
 
•	 	“ Public Notary ” means such public notary as shall be agreed between the Parties.	
 
•	 	“ Purchase Price ” has the meaning given in Clause 5.1.	
 
•	 	“ Pre-Closing Actions ” means, collectively, the steps set out in Clause 3.2.1 to be implemented by the Seller and certain of the Subsidiaries.	
 
•	 	“ Post-Closing Brazil Tax ” means Tax on the additional gain (if any) that Atento NV and the Brazil Minority Holders realise from the sale of the Brazil Shares to Brazil Holdco and Spain Holdco 4 (pursuant to Clause 4.1.1) if a payment is required to be made under Clause 5.4.2 in respect of the Brazil Shares.	
 
•	 	“ Post-Closing Mexico Tax ” means Tax on the gain (if any) that Atento NV and Atento Colombia realise from the sale of the Mexico Shares to Mexico Holdco and Spain Holdco 5 (pursuant to Clause 4.1.2) if a payment is required to be made under Clause 5.4.2 in respect of the Mexico Shares.	
 
•	 	“ Puerto Rico Shares ” means 100% of the issued and outstanding shares of Atento Puerto Rico.	
 
•	 	“ Reference Accounts ” means the Financial Statements for the period ended 31 December 2011.	
 
•	 	“ Regulatory Condition Precedent ” has the meaning given in Clause 3.1.1.	
 
•	 	“ Related Party ” means any member of the Retained Group or any of their respective Affiliates, or any employee, officer or director or direct or indirect investor of any of the foregoing.	
 
•	 	“ Related Party Agreements ” has the meaning given in paragraph 7.6 of Schedule VII .	
 
•	 	“ Relief ” means any loss, relief, allowance, credit, deduction, exemption, set off or right to repayment of Tax including, without limitation, any deduction in computing income, profits or gains for the purposes of any Taxation;	
 
•	 	“ Representations and Warranties ” means the Representations and Warranties set out in Schedule VII .	
 
•	 	“ Resigning Persons ” means those persons who shall be resigning from the boards of the Subsidiaries as notified in writing by the Seller to the Buyer’s Representative no later than 1 December 2012.	
 
•	 	“ Restricted Period ” means the period of two years commencing on the Closing Date, or such shorter period of time as is recognised by applicable law as being binding on the Seller.	
 
•	 	“ Retained Group ” means the Seller and its Affiliates (other than a Subsidiary).	
 
•	 	“ RoW Shortfall ” means the shortfall (if any) between €15,000,000 and the total aggregate amount of Cash (but excluding ail Excess Cash) in the Subsidiaries (other than Atento Brazil) at the Effective Time.	
 
•	 	“ Sale and Purchase Documents ” means this Agreement and any other documents entered into pursuant to or in connection with this Agreement.	
 
•	 	“ Seller ” means Telefónica, S.A.	
 
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•	 	“ Seller Debt Repayment Amount ” has the meaning given in Clause 6.8.	
 
•	 	“ Seller Representatives ” means Alberto Reynal Ample (CEO of the Atento group of companies), Nelson Armbrust (CEO of Atento Brazil), Jose Beraldo (CFO of Atento Brazil), Luis Ricardo (Telefonica Business Director of Atento Brazil), Alberto Horcajo (former CEO of the Atento group of companies), Diego Lopez (Director of the Atento North American business), Borja Garcia Alarcon (CFO of the Atento group of companies) and Mariano Castanos (Head of Atento Spain).	
 
•	 	“ Seller’s Accountants ” means Ernst & Young.	
 
•	 	“ Senior Employee ” means any top 25 employee or consultant of the Group Companies (taken as a whole) by reference to their total remuneration.	
 
•	 	“ Shares ” means the Argentina Shares, the Brazil Shares, the Chile Shares, the Czech Shares, the Mexico Shares, the NV Shares and the Spain Shares.	
 
•	 	“ Spain Closing Purchase Price ” means €33,176,500 less all Notified Leakage attributable to Atento Spain and its Subsidiaries at the Notified Leakage Date (as determined by the Buyers’ Representative acting reasonably).	
 
•	 	“ Spain Holdco ” means Global Chaucer S.L.U., a company duly incorporated and in existence in accordance with the laws of the Kingdom of Spain, with Tax Identification Number B- 86482809 and registered office in Madrid, calle Pradillo n o 5, bajo exterior, derecha (28002 Madrid).	
 
•	 	“ Spain Holdco 2 ” means Global Laurentia, S.L.U., a company duly incorporated and in existence in accordance with the laws of the Kingdom of Spain, with Tax Identification Number B-86521267 and registered office in Calle Pradillo n o 5, bajo exterior, derecha, 28002, Madrid.	
 
•	 	“ Spain Holdco 4 ” means B. C. Spain HoldCo 4, S.A.U., a company duly incorporated and in existence in accordance with the laws of the Kingdom of Spain, with Tax Identification Number A-86542776 and registered office in Calle Pradillo n o 5, bajo exterior, derecha, 28002, Madrid.	
 
•	 	“ Spain Holdco 5 ” means Global Kiowa, S.L.U., a company duly incorporated and in existence in accordance with the laws of the Kingdom of Spain, with Tax Identification Number B- 86521226 and registered office in Calle Pradillo n o 5, bajo exterior, derecha, 28002, Madrid.	
 
•	 	“ Spain Shares ” means 100% of the issued and outstanding shares of Atento Spain.	
 
•	 	“ Spanish Civil Code ” means the Spanish “Código Civil” and any of its amendments from time to time.	
 
•	 	“ Subsidiaries ” has the meaning given in Recital II.	
 
•	 	“ Subsidiary Grouping ” means each of the seven following groups of Subsidiaries (taken separately):	
(i) Atento Chile Holdco and Atento Chile (collectively);
(ii) Atento Colombia;
(ii) Atento Peru;
(iii) Atento Puerto Rico and Contact US Teleservices, Inc. (collectively);
(iv) Atento Panama, Atento Guatemala and Atento El Salvador (collectively);
 
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(v) the Atento Argentina Companies;
(vi) Atento Czech; and
(vii) Atento Maroc, S.A.
 
•	 	“ Target TEF Trade Receivables DSO ” means 88 days.	
 
•	 	“ Tax ” or “ Taxation ” means all forms of direct or indirect taxation in any jurisdiction and whether levied by reference to actual, deemed, gross or net income, profits, gains, net wealth, asset values, turnover, value added, receipt, payment, sale, use, occupation, franchise or values or other reference and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions, rates and levies (including payroll taxes), whenever and wherever imposed (whether imposed by way of a withholding or deduction for or on account of tax or otherwise) and in respect of any person and all related penalties, charges, surcharges, fines, costs and interest relating thereto.	
 
•	 	“ Tax Claim ” means a claim made by any Taxation Authority.	
 
•	 	“ Tax Group ” means the Spanish Corporate income Tax group number 24/90, in accordance with the special consolidated regime laid down in Capítulo VII of Título VII of the Spanish Texto Refundido de la Ley del Impuesto sobre Sociedades , which parent company is the Seller.	
 
•	 	“ Tax Liability ” shall mean (i) any liability to make a payment of Tax or in respect of Tax; (ii) the loss of any Taxation asset or Relief taken into account in calculating Tax; and (iii) the use of any Relief arising in any period (or part period) commencing after Closing to eliminate any liability for Tax arising in any period (or part period) ending on or prior to Closing or any Tax that would otherwise be indemnified under Clause 9.2.	
 
•	 	“ Tax Return ” shall mean any report, filing, return or other information required to be supplied to a Governmental Authority in connection with any Taxes.	
 
•	 	“ Taxation Authority ” means any taxing or other authority competent to impose any liability in respect of Taxation or responsible for the administration and/or collection of Taxation or enforcement of any law in relation to Taxation.	
 
•	 	“ TEF BV ” means Telefónica Internacional Holding B.V.	
 
•	 	“ TEF Company 1 ” means a member of the Retained Group to be nominated by the Seller (by written notice to the Buyer’s Representative no later than 5 Business Days prior to Closing) for purposes of being the transferee of the share transfer described in Clause 3.2.1(a).	
 
•	 	“ TEF Company 2 ” means a member of the Retained Group to be nominated by the Seller (by written notice to the Buyer’s Representative no later than 5 Business Days prior to Closing) for purposes of being the transferee of the share transfer described in Clause 3.2.1(b).	
 
•	 	“ TEF Trade Receivables DSO Shortfall ” means the amount if any by which the Actual TEF Trade Receivables DSO is less than the Target TEF Trade Receivables DSO.	
 
•	 	“ TEF Trade Receivables DSO Shortfall Amount ” means the value attributable to the TEF Trade Receivables DSO Shortfall as calculated in accordance with the illustrative example set out in Schedule XXVII .	
 
•	 	“ Third-Party ” means any person (including any Taxing Authority) that is not the Seller, an Affiliate of the Seller, a Buyer, the Company or one of the Subsidiaries.	
 
•	 	“ Top 25 Customer/Top 34 Supplier ” means those customers and suppliers of the Group Companies as are set out in Schedule XIX .	
 
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•	 	“ Transition Period ” has the meaning given in Clause 6.1.	
 
•	 	“ Vendor Due Diligence Reports ” means the following reports provided by the Seiler to Bain Capital, Ltd.: (i) Project Atalaya Tax Vendors Due Diligence dated 17 May 2012 and prepared by Deloitte; (ii) Atalaya Financial Vendors Due Diligence dated 17 May 2012 and prepared by Deloltte (and the addendum thereto dated 15 June 2012); and (iii) Vendors Due Diligence dated 11 May 2012 prepared by Ramon y Cajal Abogados.	
 
•	 	“ Vendor loan Note ” means the instrument providing for the payment of €110,000,000 to the Seller to be issued by Luxco 1 or Spain Holdco (or any Affiliate thereof with the consent of the Seller (not to be unreasonably withheld or delayed)) substantially on the terms set out in Schedule XXIV , which amount forms part of the consideration for the transfer of the Shares and the Atento Assets and Liabilities as contemplated in this Agreement.	
 
•	 	“ Venezuela Buyer ” means a member of the Retained Group to be nominated by the Seller (by written notice to the Buyer’s Representative no later than 5 Business Days prior to Closing) for purposes of being the transferee of the share transfer described in Clause 3.2.1(a).	
 
•	 	“ Venezuela Shares ” means 100% of the shares of each of the Atento Venezuela Companies held by Atento NV.	
 
•	 	“ Vivo Average Contribution Margin ” shall mean the weighted average Contribution Margin under the New Vivo Contract during the Applicable Period.	
 
•	 	“ Working Capital Excess ” means the amount (if any) by which the Actual Working Capital Amount exceeds the June Working Capital Amount.	
 
•	 	“ Working Capital Shortfall ” means the amount (if any) by which the Actual Working Capital Amount is less than the June Working Capital Amount.	
 
•	 	“ Working Capital Target ” means €59,673,000 (expressed as a negative number).	
 
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Schedule III – Closing Deliverables
Part 1 – Sate and Transfer of the Brazil Shares
 
1.	Share Transfers	

Transferor	  	Transferee	  	Number of Shares to be
transferred	 	
			
Atento NV	  	Brazil Holdco	  	 	152,170,495	  	
			
Maria Reyes Cerezo Rodriguez-Sedan	  	Brazil Holdco	  	 	1	  	
			
Francisco Borja Garcia-Altamirano	  	Brazil Holdco	  	 	1	  	
			
Jose Roberto Beraldo	  	Spain Holdco 4	  	 	1	  	
 
2.	On Closing, Atento NV shall deliver:	
 
 	a.	a certificate issued by an officer of Atento Brazil with sufficient powers, stating that all applicable statutory provisions have been complied with;	
 
 	b.	duly executed board resolutions of Atento NV’s authorizing the sale of 100% of its holding of shares in Atento Brazil, its entry into, and performance of its obligations under, the document referred to in paragraph d. below (and the transactions contemplated thereby);	
 
 	c.	to the extent required by Brazil Holdco, duly executed shareholder resolutions of Atento Brazil revoking all existing powers of attorney granted by Atento Brazil and granting such additional powers of attorney as shall be required by Brazil Holdco;	
 
 	d.	its duly executed share transfer form in respect of 100% of its holding of shares of Atento Brazil; and	
 
 	e.	the Minority Brazil Holders’ duly executed share transfer forms in respect of 100% of their respective holding of shares of Atento Brazil.	
 
3.	On Closing, Brazil Holdco and Spain Holdco 4 shall:	
 
 	a.	deliver to Atento NV and the Brazil Minority Holders its duly executed share transfer form; and	
 
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 	b.	subject to each action in paragraph 2. above and Part 10 below being duly satisfied (or waived by the Buyers’ Representative), Brazil Holdco and Spain Holdco 4 shall pay (or procure the payment of) the Brazil Closing Purchase Price in cash and Atento NV and the Minority Brazil Holders shall, in turn, deliver to Brazil Holdco and Spain Holdco 4 a full and effective receipt therefore); and	
 
 	c.	Brazil Holdco and Spain Holdco 4 shall withhold the Closing Brazil Tax and shall pay such amount to the Brazil Tax Authorities within the customary time frame.	
 
4.	On Closing, the Seller shall deliver to the trustee for the holders of the Debentures a letter (with respect to the payment of certain receivables that Atento Brazil shall assign by way of security in favour of the trustee for the holders of the Debentures) in substantially the form as set out in Schedule XXII .	
Part 2 – Sale and Transfer of the Mexico Shares
 
 	1.	On Closing, Atento NV and Atento Colombia shall deliver to Mexico Holdco:	
 
 	a.	duly executed board resolutions authorizing the sale of 100% of their respective holdings of shares in Atento Mexico and entry into, and performance of its obligations under, the document referred to in paragraph d. below (and the transactions contemplated thereby);	
 
 	b.	certificate issued by the Secretary of Atento Mexico with sufficient powers, stating that: (i) all applicable statutory and corporate provisions and approvals have been complied with and/or obtained, and (ii) all of the Mexico Shares have been duly issued in favour of Atento NV and Atento Colombia respectively, and paid in full by same;	
 
 	c.	duly executed ordinary shareholders meeting of Atento Mexico:	
 
 	i.	authorizing its entry into, and performance of its obligations under, the documents referred to in paragraph 3 of Part 10 (and the transactions contemplated thereby);	
 
 	ii.	and to the extent required by Mexico Holdco, revoking any and all powers of attorney granted by Atento Mexico whether through shareholders’ meetings, board meetings, by any attorney-in-fact with delegation authority, or by any other means prior to the date herein; and	
 
 	d.	its duly executed counterpart to the share purchase agreement in respect of the Mexico Shares;	
 
 	e.	duly endorsed stock certificates in respect of the Mexico Shares in favour of Mexico Holdco and Spain Holdco 5; and	
 
 	f.	evidence of the registration of the transfer of the Mexico Shares in favour of Mexico Holdco and Spain Holdco 5 in the stock registry book of Atento Mexico.	
 
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 	2.	On Closing, Mexico Holdco and Spain Holdco 5 shall:	
 
 	a.	deliver to Atento NV their duty executed counterparts to the share purchase agreement in respect of the Mexico Shares;	
 
 	b.	subject to each action in paragraph 1. above and Part 10 below being duly satisfied (or waived by the Buyers’ Representative), Mexico Holdco and Spain Holdco 5 shall pay (or procure the payment of) the Mexico Closing Purchase Price in cash and Atento NV and Atento Colombia shall, in turn, deliver to the Buyers’ Representative (on behalf of Mexico Holdco and Spain Holdco 5) a full and effective receipt therefore); and	
 
 	c.	Atento NV and Atento Colombia shall nominate Mexico Holdco as its Mexican representative to account for any Mexican non resident capital gains tax liabilities of Atento NV and Atento Colombia in respect of the sale of Atento Mexico to Mexico Holdco and Spain Holdco 5. Mexico Holdco and Spain Holdco 5 shall withhold the Closing Mexico Tax and shall pay such amount to the Mexican Tax Authorities as soon as practicable but in any event no later than 15 Busines Days after the Closing or such other period set forth for such purpose by the applicable law.	
Part 3 – Sale and Transfer of the NV Shares
 
 	1.	On Closing, the Company shall deliver to Spain Holdco 2:	
 
 	a.	the original shareholders register of Atento NV that shows the Company as the sole owner of the NV Shares without any Encumbrances;	
 
 	b.	duly executed board resolutions authorizing the sale of the NV Shares and entry into, and performance of its obligations under, the document referred to in paragraph c. below (and the transactions contemplated thereby); and	
 
 	c.	a power of attorney duly executed and legalized on behalf of the Company and Atento NV, authorising an employee of a law firm that is a Dutch public notary, to attend to and to execute the Deed of Transfer notarial deed of sale and transfer in respect of the sale and transfer of NV Shares to Spain Holdco 2.	
 
 	2.	On Closing, Spain Holdco 2 shall:	
 
 	a.	deliver to the Company a power of attorney duly executed and legalized on behalf of Spain Holdco 2 authorising an employee of Loyens & Loeff N.V. to attend to and to execute the notarial Deed of Transfer in respect of the sale and transfer of NV Shares to Spain Holdco 2; and	
 
 	b.	subject to each action in paragraph 1. above, and Part 10 below being duly satisfied (or waived by Spain Holdco 2), Spain Holdco 2 shall settle (or procure the settlement of) of the NV Closing Purchase Price by:	
 
 	i.	issuing the Vendor Loan Note; and	
 
 	ii.	paying the balance in cash,	
 
 	c.	and the Company shall, in turn, deliver to Spain Holdco 2 a full and effective receipt therefore.	
 
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Part 4 – Sale and Transfer of the Argentina Shares
 
 	1.	TEF Company 1 and TEF Company 2 shall deliver to Luxco 1 and Luxco 2:	
 
 	a.	a certificate issued by an officer of each of the Atento Argentina Companies with sufficient powers, stating that all applicable statutory provisions have been complied with;	
 
 	b.	duly executed board resolutions authorizing the sale of its entire holding of shares in each of the Atento Argentina Companies and its entry into, and performance of its obligations under, the document referred to in paragraph c. below;	
 
 	c.	its duly executed shareholder notice of delivery letter to each of the Atento Argentina Companies in respect of its transfer of shares in such company, which signatures shall be notarised;	
 
 	d.	board resolution of each of the Atento Argentina Companies: (i) acknowledging receipt of the shareholder delivery letter referred to in paragraph c. above; and (ii) approving: (a) the registration of the transfer of shares of such Atento Argentina Company in its registry books ( Libro de Registro de Acciones ); (b) the cancellation of TEF Company 1’s and TEF Company 2’s share certificates; and (c) the issuance of new share certificates to Luxco 1 and Luxco 2;	
 
 	e.	a notarised copy of the share registry book ( Libro de Registro de Acciones ) of each of the Atento Argentina Companies evidencing the registration of the transfers set out in the table above;	
 
 	f.	its share certificates in respect of each Atento Argentina Company;	
 
 	g.	new share certificates issued in the names of Luxco 1 and Luxco 2 by each of the Atento Argentina Companies; and	
 
 	h.	the corporate books of each Atento Argentina Company, including (i) the Book(s) of Minutes of the Board of Directors’ with respect to which resolution described in Part 4.1.d. above shall be already passed and executed by the board members; (ii) the Share Registry Book(s) (Libro de Registro de Acciones) with respect to which the annotation described in Part 4.1.e. above shall be already passed and signed by the President of each Atento Argentina Company, and (iii) the Book(s) of Minutes of Shareholders’ Meetings.	
 
 	2.	On Closing, Luxco 1 shall, subject to each action in paragraph 1. above and Part 10 below being duly satisfied (or waived by the Buyers’ Representative),	
 
 	a.	Issue the Luxco 1 Contingent Value Instrument; and	
 
 	b.	assume TEF Company 2’s obligations under the Minority Promissory Note.	
 
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 	3.	On Closing, Luxco 2 shall, subject to each action in paragraph 1. above and Part 10 below being duly satisfied (or waived by the Buyers’ Representative),	
 
 	a.	Issue the Luxco 2 Contingent Value Instrument; and	
 
 	b.	assume TEF Company 1’s obligations under the Majority Promissory Note.	
Part 5 – Sale and Transfer of the Spain Shares
 
1.	On Closing, the Company shall deliver to Spain Holdco 2:	
 
 	i.	Originals of the registered certificates representing the Spain Shares;	
 
 	ii.	Originals ( primera copia autorizoda: testimonio de la primera copia autorizada ) of the public deeds evidencing the Company’s ownership over the Spain Shares; and	
 
 	iii.	The Book of Registered Shareholders where Spain Shares are reflected.	
 
2.	On Closing, Spain Holdco 2 shall:	
 
 	a.	deliver to the Company duly executed resolutions of the management body of Spain Holdco 2 authorizing its entry into, and performance of its obligations under, the documents referred to in paragraph 3 below (and the transactions contemplated thereby) or the deed of appointment of a director with sufficient legal capacity for the entry into and performance of the Spain Holdco 2’s obligations under such documents; and	
 
 	b.	subject to each action in paragraph 1 above and paragraphs 3 and 4 and Part 10 below being duly satisfied (or waived by Spain Holdco 2), pay (or procure the payment of) the Spain Closing Purchase Price in cash and the Company shall, in turn, deliver to Spain Holdco 2 a full and effective receipt therefore); and	
 
3.	On Closing, the Company and Spain Holdco 2 shall enter into a public deed before a Spanish Notary Public whereby the Company shall transfer the Spain Shares in favor of Spain Holdco 2 and shall acknowledge full receipt of the Spain Purchase Price from Spain Holdco 2.	
 
4.	On Closing, the following actions shall be performed to perfect the transfer of the Spain Shares from the Company to Spain Holdco 2:	
 
 	a.	The Notary Public shall endorse the registered certificates representing the Spain Shares in favor of Spain Holdco 2;	
 
 	b.	The Notary Public shall make an annotation ( rebaja ) in the originals ( primera copia autorizada and in the testimonio de la primera copia autorizada ) of the public deeds evidencing the Company’s previous ownership over the Spain Shares so that they reflect that the Spain Shares have been transferred in favor of Spain Holdco 2; and	
 
 	c.	The Secretary of the Board of Directors of the Company shall record the transfer in the Company’s Book of Registered Shareholders.	
 
5.	On Closing, the Parties shall enter into a public deed before a Spanish notary public whereby this Agreement is raised into public status.	
 
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Part 6 – Sale and Transfer of the Atento Assets and Liabilities
 
 	1.	On Closing, the Seller and the Company shall deliver to Spain Holdco:	
 
 	a.	duly executed resolutions of its relevant management body authorizing its entry into, and performance of its obligations under paragraph 3 below the document referred to in paragraph 3 below (and the transactions contemplated thereby) or the deed of appointment of a director with sufficient legal capacity for the entry into and performance of the Seller’s and the Company’s obligations under such documents; and	
 
 	b.	where consents or waivers are required in respect of the transfer of any Atento Assets and Liabilities according to this Agreement, copies of all such consents and waivers obtained as at the Closing Date;	
 
 	2.	On Closing, Spain Holdco shall:	
 
 	a.	deliver to the Seller and the Company duly executed resolutions of the management body of Spain Holdco authorizing its entry into, and performance of its obligations under, the document referred to in paragraph 3 below (and the transactions contemplated thereby) or the deed of appointment of a director with sufficient legal capacity for the entry into and performance of the Spain Holdco‘s obligations under such documents; and	
 
 	b.	subject to the closing deliverables set out in the APA, paragraph 1. above, paragraph 3. Below and Part 10 below being duly satisfied (or waived by Spain Holdco 2), Spain Holdco shall pay (or procure the payment of) pay the Atento Assets and Liabilities Closing Purchase Price in cash and the Company shall, in turn, deliver to Spain Holdco a full and effective receipt therefore.	
 
 	3.	On Closing, the Seller, the Company and Spain Holdco shall enter into a public deed before a Spanish Notary Public whereby the Company shall transfer the Atento Assets and Liabilities to Spain Holdco.	
Part 7– Sale and Transfer of the Czech Shares
 
 	1.	On Closing, the Company shall deliver to Spain Holdco:	
 
 	a.	certificate issued either by two members of its board of directors or by the chairman of board of directors of Atento Czech with sufficient powers, stating that all applicable statutory provisions have been complied with;	
 
 	b.	duly executed board resolutions of the Company authorizing its entry into, and performance of its obligations under, the documents referred to in paragraphs c. and d. below (and the transactions contemplated thereby);	
 
 	c.	its duly executed counterpart to the share purchase agreement in respect of the transfer of the Czech Shares to Spain Holdco; and	
 
 	d.	the bearer share certificates in respect of the Czech Shares.	
 
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 	2.	Prior to Closing, Spain Holdco shall deliver to the Company:	
 
 	a.	its duly executed counterpart to the share purchase agreement in respect of its acquisition of the Czech Shares; and	
 
 	b.	subject to each action in paragraph 1 above and Part 10 below being duly satisfied (or waived by Spain Holdco ), Spain Holdco s shall pay (or procure the payment of) the Czech Closing Purchase Price in cash and the Company shall, in turn, deliver to Spain Holdco a full and effective receipt therefore).	
Part 8 - Sale and Transfer of the Chile Shares
 
 	1.	Share Transfers	

Transferor	  	Transferee	  	Number of Shares to be
transferred	 	
Telefónica Chile S.A.	  	Atento Chile Holdco	  	 	3,049,998	  	
Telefónica Empresas S.A.	  	Atento Chile Holdco	  	 	106,474	  	
Compañía de Teléfonos de Chile - Transmisiones Regionales S.A.	  	Atento Chile Holdco	  	 	52,731	  	
	  	Atento NV	  	 	1	  	
 
 	2.	Immediately after Closing and on the Closing Date, the Minority Chile Holders shall deliver to Atento Chile Holdco:	
 
 	a.	duly executed board resolutions and special shareholders meeting approval, if applicable, authorizing the sale by each Minority Chile Holder of its entire holding of shares of Atento Chile and its entry into, and performance of its obligations under, the document referred to in paragraph b. below (and the transactions contemplated thereby); and	
 
 	b.	its duly executed counterparts to the transfers of the Chile Shares ( traspasos de acciones ).	
 
 	3.	Immediately after Closing and on the Closing Date, Atento Chile Holdco shall deliver to the Minority Chile Holders:	
 
 	a.	duly executed board resolutions and special shareholders meeting approval, if applicable, authorizing the acquisition of the Chile Shares and its entry into, and performance of its obligations under, the document referred to in paragraph b. below (and the transactions contemplated thereby);	
 
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 	b.	its duly executed counterparts to the transfers of the Chile Shares ( traspasos de acciones ), signed by their relevant representatives and two witnesses;.	
 
 	c.	the new share certificates issued in respect of the Chile Holdco Shares where Spain Holdco 2 appears as shareholder, and the share certificates of the Minority Chile Holders duly cancelled; and	
 
 	d.	an original “Form 30” certificate issued by the Labor Inspection Department (Inspección del Trabajo), confirming that there is no unpaid social security debt in relation to Atento Chile Holdco; and	
 
 	e.	subject to each action in paragraph 2 above and Part 10 below being duly satisfied (or waived by Atento Chile Holdco), Atento Chile Holdco shall pay (or procure the payment of) the Chile Closing Purchase Price in cash and the Minority Chile Holders shall, in turn, deliver to Atento Chile Holdco a full and effective receipt therefore).	
Part 9 - Sale and Transfer of the Chile Holdco Shares
 
 	1.	Immediately after Closing and on the Closing Date, TEF BV shall deliver to Spain Holdco 2:	
 
 	a.	duly executed board resolutions authorizing the sate by TEF BV of its entire holding of shares of Atento Chile Holdco and its entry into, and performance of its obligations under, the document referred to in paragraph b. below (and the transactions contemplated thereby); and	
 
 	b.	its duly executed counterparts to the transfer of the Chile Holdco Shares ( traspasos de acciones ).	
 
 	2.	Immediately after Closing and on the Closing Date, Spain Holdco 2 shall deliver to TEF BV:	
 
 	a.	duly executed board resolutions of authorizing the acquisition of the Chile Holdco Shares and its entry into, and performance of its obligations under, the document referred to in paragraph b. below (and the transactions contemplated thereby); and	
 
 	b.	its duly executed counterparts to the transfer of the Chile Holdco Shares ( traspasos de acciones ); and	
 
 	c.	subject to each action in paragraph 1 above and Part 10 below being duly satisfied (or waived by Spain Holdco 2), Spain Holdco 2 shall pay (or procure the payment of) the Chile Holdco Closing Purchase Price in cash and TEF BV shall, in turn, deliver to Spain Holdco 2 a full and effective receipt therefore).	
 
66

 
Part 10 - Seller deliverables
On Closing, the Seller shall:
 
1.	procure the release of all guarantees, security and all other obligations or liabilities (howsoever described) provided by each Group Company under or in connection with the Existing Facilities;	
 
2.	procure that each Resigning Person resigns from all of his offices and his employment with the relevant Group Company and shall deliver to the Buyer: (a) a resignation letter for each Resigning Person substantially in the form set out in Schedule IV .	
 
67

3.	deliver to the Buyers’ Representative:	
 
 	a.	if needed by the Buyer, (as agent for the Group Companies) all Books and Records belonging to each Group Company; and	
 
 	b.	if so required by the Buyer, duly executed board or shareholder resolutions (as applicable) of each Subsidiary:	
 
 	i.	revoking all existing bank mandates and all existing authorities to bankers in respect of the operation of its bank accounts and giving authority in favour of such persons as the Buyer may nominate to operate such accounts; and	
 
 	ii.	accepting the resignation of such Subsidiary’s auditors; and	
 
 	c.	an apostilled certificate in the Spanish language from the Dutch Tax Authorities confirming that Atento NV is tax resident in the Netherlands, such certificate to be dated prior to the date on which the Venezuela Shares are transferred pursuant to Clause 3.5.1.; and	
 
4.	On Closing, Spain Holdco shall deliver to the Seiler a duly executed board or shareholder resolutions (as applicable) of each Subsidiary accepting the resignations referred to in paragraph 2 above and stating that the relevant company has no claim against the Resigning Person. A copy of the refered resolution shall be delivered to the Resigning Person if required by it.	
 
68

Exhibit 2.2

EXECUTION VERSION
AMENDMENT AGREEMENT
This amendment agreement (the “Agreement” ) is entered into on 12 December 2012.
BY AND BETWEEN:
 
 	(1)	Telefónica, S.A. (the “Seller” ), a company duly incorporated and in existence in accordance with the laws of the Kingdom of Spain, with Spanish Tax Identification Number (CIF) A-28.015.865 and registered office in Calle Gran Vía, n° 28, Madrid, represented by Manuel Crespo de la Mata, of legal age, duly empowered to act by virtue of deed power of attorney executed in favor of the same on December 12, 2008 before the Notary of Madrid, Mr Jesús Roa Martínez with number 2063 of his official records;	
 
 	(2)	B.C. Brazilco Participações S.A. ( “Brazil Holdco” ), a company duly incorporated and in existence in accordance with the laws of Brazil, enrolled with the Corporate Taxpayers’ Registry (CNPJ/MF) under No. 15.418.674/0001-88 and registered office in the City of São Paulo, State of São Paulo, Brazil, at Avenida Bernardino de Campos, 98, 3th floor, room 18, ZIP Code 04004-040, represented by Mr. Antonio de Santiago Pèrez, of legal age, duly empowered to act by virtue of the power of attorney granted on October 8th, 2012, duly notarized;	
 
 	(3)	B.C. Atalaya Mexholdco, S. de R.L. de C.V. ( “Mexico Holdco” ), a company duly incorporated and in existence in accordance with the laws of the United Mexican States, with Tax Identification Number PAC120605V77 and registered office in Angel Urraza Eje 6 Sur 314, Colonia del Valle, 03100, Mexico, Federal District, represented by Mr. Antonio de Santiago Pèrez, of legal age, duly empowered to act by virtue of public deed number 37,433, dated as of October 8th, 2012, granted before Mr. José Luis Villavicencio Castañeda, Notary Public Number 218 of Mexico, Federal District;	
 
 	(4)	Global Chaucer, S.L.U. ( “Spain Holdco” ), a company duly incorporated and in existence in accordance with the laws of the Kingdom of Spain, with Tax Identification Number B-86445731 and registered office in Calle Pradillo n° 5, bajo exterior, derecha, 28002, Madrid, represented by Mr. Antonio de Santiago Pérez, of legal age, duly empowered to act by virtue of his appointment as joint and several director of the company;	
 
 	(5)	Global Laurentia, S.L.U. ( “Spain Holdco 2” ), a company duly incorporated and in existence in accordance with the laws of the Kingdom of Spain, with Tax Identification Number B-86521267 and registered office in Calle Pradillo n° 5, bajo exterior, derecha, 28002, Madrid, represented by Mr. Antonio de Santiago Pérez, of legal age, duly empowered to act by virtue of a public deed granted before the Notary Public of Madrid, Mr. Ignacio Martinez-Gil Vich, under number 2,107 of his records;	
 
1

EXECUTION VERSION
 
 	(6)	B.C. Spain HoldCo 4, S.A.U. ( “Spain Holdco 4” ), a company duly incorporated and in existence in accordance with the laws of the Kingdom of Spain, with Tax Identification Number A-86542776 and registered office in Calle Pradillo n° 5, bajo exterior, derecha, 28002, Madrid, represented by Mr. Antonio de Santiago Pérez, of legal age, duly empowered to act by virtue of his appointment as sole director of the company;	
 
 	(7)	Global Kiowa, S.L.U. ( “Spain Holdco 5” ), a company duly incorporated and in existence in accordance with the laws of the Kingdom of Spain, with Tax Identification Number B-86521226 and registered office in Calle Pradillo n° 5, bajo exterior, derecha, 28002, Madrid, represented by Mr. Antonio de Santiago Pérez, of legal age, duly empowered to act by virtue of his appointment as joint and several director of the company;	
 
 	(8)	BC Luxco 1 (the “Luxco 1” ), a société anonyme duly incorporated and in existence in accordance with the laws of the Grand Duchy of Luxembourg having its registered office at 9A, rue Gabriel Lippmann, L-5365 Münsbach, registered with the Luxembourg Trade and Companies’ Register under number B 170329, represented by Mr. Antonio de Santiago Pèrez, of legal age, duly empowered to act by virtue of the power of attorney granted by Luxco 1 on October 8th, 2012, duly notarized;	
 
 	(9)	BC Luxco 2 ( “Luxco 2” ), a société à responsabilité limitée duly incorporated and in existence in accordance with the laws of the Grand Duchy of Luxembourg having its registered office at 9A, rue Gabriel Lippmann, L-5365 Münsbach, registered with the Luxembourg Trade and Companies’ Register under number B 171 762, represented by Mr. Antonio de Santiago Pèrez, of legal age, duly empowered to act by virtue of the power of attorney granted by Luxco 2 on October 8th, 2012, duly notarized; and	
 
 	(10)	BC Luxco 3 (the “ Luxco 3 ”), a société à responsabilité limitée duly incorporated and in existence in accordance with the laws of the Grand Duchy of Luxembourg having its registered office at 9A, rue Gabriel Lippmann, L-5365 Münsbach, registered with the Luxembourg Trade and Companies’ Register under number B 172 498, represented by Mr. Antonio de Santiago Pèrez, of legal age, duly empowered to act by virtue of the power of attorney granted by Luxco 3 on 20 November 2012, duly notarized.	
The entities listed under (1) to (10) above shall hereinafter collectively be referred to as the “Parties” and individually as a “Party” .
 
2

 

EXECUTION VERSION
WHEREAS:
 
 	(A)	On 11 October 2012, the Seller, Brazil Holdco, Mexico Holdco, Spain Holdco, Spain Holdco 2, Spain Holdco 4, Spain Holdco 5, Luxco 2 and Luxco 1 entered into a sale and purchase agreement relating to the Atento group of companies (the “SPA” ).	
 
 	(B)	On 23 November 2012, the Parties entered into an assignment, amendment and consent agreement pursuant to which the Parties amended certain terms of the SPA and documented certain other agreements amongst the parties relating to the SPA.	
 
 	(C)	The Parties wish to record certain agreements reached between them in relation to the SPA (as amended on 23 November 2012).	
In consideration for the mutual agreements, covenants and undertakings contained in this Agreement, THE PARTIES HEREBY AGREED AS FOLLOWS:
 
1	Amendments	
With effect from execution of this Agreement:
 
1.1	Sub-Clause 3.2.1(a) of the SPA shall be deleted and replaced with:	
“Atento Chile Holdco and Atento NV shall transfer to TEF Company 1 such number of its Argentina Shares as are set out in paragraph 1 of Part 1 of the Schedule XIV at book value (being €20,608,062.70) for the Majority Promissory Note;”
 
1.2	Sub-Clause 3.2.1(b) of the SPA shall be deleted and replaced with:	
“Atento Chile Holdco and Atento NV shall transfer to TEF Company 2 such number of its Argentina Shares as are set out in paragraph 1 of Part 1 of Schedule XIV at book value (being €1,257,752.05) for the Minority Promissory Note;”
 
1.3	Clause 5.1 of the SPA shall be deleted and replaced with:	
“The aggregate purchase price for the sale and purchase of the Atento Assets and Liabilities and the Shares is €931,865,814.75 and the Contingent Value Instruments with an aggregate maximum principal amount equal to the Argentinean Peso equivalent of €110,000,000 (allocated as set forth in Schedule XXIII); less
 
 	5.1.1	the Actual Debt Amount; less	
 
 	5.1.3	the Actual Working Capital Shortfall (if any); plus	
 
 	5.1.4	the Actual Working Capital Excess (if any); less	
 
 	5.1.5	all Leakage between 1 December 2012 and Closing (inclusive); less	
 
 	5.1.6	the TEF Trade Receivables DSO Shortfall Amount (if any); plus	
 
 	5.1.7	the December Ticking Fee and, if applicable, the 2013 Ticking Fee,	
 
 	(the	“Purchase Price”). ”	
 
3

EXECUTION VERSION
 
1.4	The June Debt Statement table set out in Part 2(a) of Schedule V of the SPA shall be deleted and replaced with:	

 	  	 	  	Balances
(€000’s) 1	 	
(i)	  	Financial borrowings and other indebtedness (including Buyer
Debt Repayment Amount, Buyer Payable to TEF Amount and
Buyer Argentina Payable to TEF Amount)	  	 	123,247	  	
(ii)	  	Early pay penalties on borrowing and other indebtedness	  	 	TBD	  	
(iii)	  	Inter-company debt	  	 	14,027	2  	
(iv)	  	Factoring of receivables	  	 	—  	  	
(v)	  	Interest, fees, and penalties accruals	  	 	1,340	  	
(vi)	  	Derivative instruments and mark-to-market	  	 	895	3  	
(vii)	  	Finance lease obligations	  	 	939	  	
(viii)	  	Transaction fees / advisors engaged on behalf of seller	  	 	—  	  	
(ix)	  	Bonus/incentives as result of sold shares	  	 	1,211	  	
(x)	  	Corporate income tax payables and consolidation tax debt	  	 	5,405	  	
(xi)	  	Social security and tax obligations on newly issued shares	  	 	—  	  	
(xii)	  	Dividends or distributions payable	  	 	—  	  	
(xiii)	  	Site dismantling	  	 	400	  	
(xiv)	  	Employee voluntary or mandatory restructuring plans	  	 	587	  	
(xv)	  	Pension and other retirement plans	  	 	—  	  	
(xvi)	  	Spain collective bargaining agreement amounts due	  	 	145	  	
(xvii)	  	Shortfall below €20m in Brazil plus ROW shortfall	  	 	—  	  	
(xviii)	  	€35m less Brazil Excess	  	 	25,000	  	
(xix)	  	€8,527,436 less Net Chile Excess	  	 	—  	  	
(xx)	  	Capital Expenditure Shortfall	  	 	TBD	  	
(xxi)	  	Vivo Contribution Margin Shortfall	  	 	TBD	  	
(xxii)	  	Brazil Extra Salary	  	 	13,902	  	
(xxiii)	  	Majority Promissory Note / Minority Promissory Note	  	 	21,865	  	
	  	June Debt Amount	  	 	208,963	  	
 
1.5	Schedule XXIII of the SPA shall be deleted and replaced with:	

Argentina	 	•    Contingent Value Instrument (up to the Argentinean Peso equivalent of €110,000,000 as at the date of this Agreement)	

1  	Consolidates Argentina and Atento Assets and Liabilities but excludes Venezuela.	
2  	Assumes €0 early payment penalties on intercompany borrowings and no amounts left outstanding in June under clause 6.7.4	
3  	Amount shown does not include potential early payment penalties.	
 
4

 

EXECUTION VERSION

	  	 
— Assumption of the Majority Promissory Note €20,608,062.70
 
— Assumption of the Minority Promissory Note €1,257,752.05

Brazil	  	€507,322,000	
		
Mexico	  	€115,705,000	
		
NV	  	€171,951,500	
		
Czech	  	€8,900,000	
		
Spain	  	€86,160,000	
		
Atento Assets and Liabilities	  	€19,961,500	
		
Total	  	€1,041,865,814.75	
 
1.6	The following shall be inserted as new sub-paragraph 4 of Part 6 of the Schedule III of the SPA:	
“ On Closing, Spain Holdco and Atento Venezuela, S.A. shall enter into a license agreement pursuant to which, Spain Holdco shall grant to Atento Venezuela, S.A., for a period of twelve months from the Closing Date, a license to use in the Bolivarian Republic of Venezuela the following marks:
(i) National Trademar, request number 2000-15474, requested on August 24, 2000 and with Registration Number S017688;
(ii) National Trademar, request number 2000-15475, requested on August 24, 2000 and with Registration Number S017689. ”
 
1.7	The following shall be inserted as new sub-paragraph 5 of Part 6 of the Schedule III o the SPA:	
“On Closing, Spain Holdco and Telefonica Global Technology, S.A.U. shall enter into (and the Seller shall procure that Telefonica Global Technology, S.A.U. enters into) a license agreement pursuant to which, Telefonica Global Technology, S.A.U. shall grant to Spain Holdco (for the benefit of itself and its subsidiary undertakings from time to time) a worldwide, non exclusive, perpetual and non transferable license to use, modify, develop and maintain a finance consolidation development (FL) based on SAP BPC technology for capturing, loading and processing financial data, obtaining as a result a consolidated financial state report for a group of entities, enterprise or corporation).”
 
5

EXECUTION VERSION
 
1.8	The following shall be inserted as new Clause 4.4.4 of the SPA:	
“Spain Holdco 2 (in its capacity as indirect shareholder Teleatento del Perú, S.A.C.), shall deliver (or procure delivery of) to the Seller an indemnity duly executed and signed by a duly authorised representative with sufficient powers of Teleatento del Perú, S.A.C., by virtue of which such company shall indemnify, defend and hold the Seller harmless against any claim arising out of the following guaranties:

Effective
Date	 	Termination
Date	 	Guarantee number	 	Bank	 	Currency	 	Amount	 	 	Beneficiary	 	TEA	 	
11-11-12	 	11-11-13	 	00l1-0588-9800156526-50	 	CONTINENTAL	 	S/.	 	 	488.144,00	  	 	OFICINA DE NORMALIZACION PREVISIONAL-ONP	 	 	0.5	  	
08-03-12	 	08-03-13	 	59553-1	 	INTERBANK	 	S/.	 	 	13.000,00	  	 	BBVA CONTINENTAL	 	 	0.6	  	
11-08-10	 	30-04-14	 	0011-0588-9800140824-58	 	CONTINENTAL	 	S/.	 	 	846.216,00	  	 	REPSOL YPF COMERCIAL DE. PERU SA	 	 	0.5	  	
17-08-10	 	24-03-11	 	01087220-000	 	SCOTIABANK	 	S/.	 	 	60.051,73	  	 	BANCO CONTINENTAL	 	 	0.5	  	
03-05-11	 	31-12-11	 	10188271-002	 	SCOTIABANK	 	S/.	 	 	27.846,00	  	 	BANCO CONTINENTAL	 	 	0.5	  	
25-04-12	 	31-12-12	 	10197471-000	 	SCOTIABANK	 	S/.	 	 	11.151,23	  	 	BANCO CONTINENTAL	 	 	0.5	  	
10-03-12	 	10-03-13	 	010250778-002	 	SCOTIABANK	 	US$	 	 	350.000,00	  	 	BANCO CONTINENTAL	 	 	0.5	  	
30-04-12	 	30-04-13	 	10170688-003	 	SCOTIABANK	 	S/.	 	 	20.645,31	  	 	BANCO CONTINENTAL	 	 	0.5	  	
”.
 
1.9	The defined term “Chile Closing Purchase Price” set out in Schedule II of the SPA shall be deleted and replaced with:	
““Chile Closing Purchase Price” means 5,319,414,635 Chilean Pesos less all Notified Leakage attributable to Atento Chile and its Subsidiaries (as at the Notified Leakage Date) as determined by the Buyers’ Representative acting reasonably.
 
1.10	Paragraph (xx) of the defined term “Debt” set out in Schedule II of the SPA shall be deleted and replaced with:	
“(xx) €8,527,436 less the Net Chile Excess (if any):”;
 
1.11	The defined term “Net Chile Excess” set out in Schedule II of the SPA shall be deleted and replaced with:	
““Net Chile Excess” means the lesser of: (a) €8,527,436 and (b) the Excess Cash in Atento Chile Holdco.”.
 
6

 

EXECUTION VERSION
 
1.12	The reference to “€8m less Net Chile Excess” in the Actual Debt Statement in Part 2(b) of Schedule V of the SPA shall be deleted and replaced with “€8,527,436 less Net Chile Excess”	
 
1.13	Clause 4.4.1 of the SPA shall be deleted and replaced with:	
“the Minority Chile Holders shall transfer the Chile Shares to Atento Chile Holdco and Atento NV in the proportions set out in Part 8 of Schedule III, and the Seller shall procure that: (i) at Closing, Cash in an amount equal to no less than the Chile Closing Purchase Price is in a bank account in the name of Atento Chile Holdco; and (ii) the Minority Chile Holders comply with their respective obligations as specified in Part 8 of Schedule III, and Spain Holdco 2 shall procure that Atento Chile Holdco and Atento NV comply with their respective obligations as specified in Part 8 of Schedule III; and”.
 
1.14	The number of shares of Centro de Contacto Salta S.A. to be transferred by Atento Chile Holdco to TEF Company 1 pursuant to Clause 3.2.1(a) of the SPA shall be 45,000.	
 
1.15	The Parties agree that 70% of any Excess Cash (up to an aggregate maximum of €500,000) as of the Effective Date in Atento Centroamérica, S.A., Atento El Salvador, S.A. de C.V. and Atento Panama, S.A. combined shall be considered and added for the calculation of the Minimum Cash Amount of Atento Mexico.	
 
1.16	The defined terms “TEF Trade Receivables DSO Shortfall Amount” set out in Schedule II of the SPA shall be deleted and replaced with:	
““TEF Trade Receivables DSO Shortfall Amount” means the value attributable to the TEF Trade Receivables DSO Shortfall as calculated in accordance with the illustrative example set out in Schedule XXVII and, for avoidance of doubt, the “TEF Trade Receivables DSO Shortfall amount” shall be calculated from information extracted from the Subsidiaries’ accounting records and consistent with the audited Combined Financial Statements.
 
1.17	The Parties agree that each of the following shall constitute Notified Leakage:	
 
 	(i)	Atento N.V. NDF hedging cost of EUR 993,882.99; and	
 
 	(ii)	the Argentinean stamp taxes in respect of the Majority Promissory Note and the Minority Promissory Note in the amount of EUR 54,665.	
The Buyers undertake to pay (or procure the payment of) such Argentinean stamp taxes within the period required for payment under applicable law.
 
1.18	The defined term “Atento Assets and Liabilities” shall be deleted and replaced with:	
““Atento Assets and Liabilities” means the assets set out in Schedule XI and corresponding liabilities and the assets and liabilities assumed by Spain Holdco pursuant to the APA.”.
 
7

EXECUTION VERSION
 
1.19	The following shall be inserted as a new Clause 4.1.9 of the SPA:	
“On Closing, the Buyers shall repay to Telfisa Global, B.V (acting on behalf of the lender) the outstanding amounts owed under the following loans (and such repayment shall not constitute Leakage) as long as such loans remain outstanding as of the Closing Date:

Lender	  	Primary
Borrower	  	Final Borrower	  	Principal
amount €	  	Interest Rate	  	Initial Date	  	Maturity Date	  	Base (days)	
Telfisa
Global,
B.V.	  	Atento,
N.V	  	Atento Inversiones y Telservicios, S.A.	  	370,223.82	  	1,60%	  	6 December
2012	  	12 December
2012	  	365	
Telfisa
Global,
B.V.	  	Atento,
N.V	  	Atento Ceska republika, A.S.	  	279,776.18	  	1,60%	  	6 December
2012	  	12 December
2012	  	365	
Telfisa
Global,
B.V.	  	Atento,
N.V	  	Atento Puerto Rico, Inc.	  	270,000	  	1,60%	  	7 December
2012	  	12 December
2012	  	365	
Telfisa
Global,
B.V.	  	Atento,
N.V	  	Woknal, S.A.	  	190,000	  	1,60%	  	11 December 2012	  	12 December
2012	  	365	
Telfisa
Global,
B.V.	  	Atento,
N.V	  	Atento Chile, S.A.	  	492,000	  	1,60%	  	11 December 2012	  	12 December
2012	  	365	
Telfisa
Global,
B.V.	  	Atento,
N.V	  	TeleAtento del Peru, S.A.C	  	1,664,000	  	1,60%	  	12 December 2012	  	12 December
2012	  	365	
 
2	Miscellaneous	
 
2.1	Each of the Parties shall sign and deliver all such documents, and accomplish all such other acts, as the other Party may reasonably require to give effect to this Agreement and the transactions contemplated herein.	
 
2.2	The provisions of Clauses 1, 11, 12.3, 12.5, 12.7, 12.8, 12.9, 12.10, 12.11, 13 and 14 of the SPA are incorporated into this Agreement mutatis mutandis and shall have full force and effect as if they were set out herein in full.	
 
8

 

THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATE FIRST SET OUT ABOVE.

Telefónica, S.A.	 		 	B.C. Brazilco Participações S.A.	
			
/s/ Manuel Crespo	 		 	/s/ Antonio Santiago Pérez	
Name: Manuel Crespo	 		 	Name: Antonio Santiago Pérez	
Title: General Attorney	 		 	Title: Attorney	

B.C. Atalaya Mexholdco, S. de R.L. de C.V.	 		 	Global Chaucer, S.L.U.	
			
/s/ Antonio Santiago Pérez	 		 	/s/ Antonio Santiago Pérez	
Name: Antonio Santiago Pérez	 		 	Name: Antonio Santiago Pérez	
Title: Attorney	 		 	Title: Director	

Global Laurentia, S.L.U.	 		 	B.C. Spain HoldCo 4, S.A.U.	
			
/s/ Antonio Santiago Pérez	 		 	/s/ Antonio Santiago Pérez	
Name: Antonio Santiago Pérez	 		 	Name: Antonio Santiago Pérez	
Title: Director	 		 	Title: Director	

Global Kiowa, S.L.U.	 		 		
				
/s/ Antonio Santiago Pérez	 		 		 		
Name: Antonio Santiago Pérez	 		 		 		
Title: Director	 		 		 		
[Signature Page—Second SPA Amendment Agreement]

							
BC Luxco 1 S.A.
 
acting by its manager,
BC Luxco S.à.r.l.	 		 		
				
/s/ Antonio Santiago Pérez	 		 		 		
Name: Antonio Santiago Pérez	 		 		 		
Title: Attorney	 		 		 		

BC Luxco 2 S.à r.l.	 		 		
				
/s/ Antonio Santiago Pérez	 		 		 		
Name: Antonio Santiago Pérez	 		 		 		
Title: Attorney	 		 		 		

BC Luxco 3 S.à r.l.	 		 		
				
/s/ Antonio Santiago Pérez	 		 		 		
Name: Antonio Santiago Pérez	 		 		 		
Title: Attorney	 		 		 		
[Signature Page—Second SPA Amendment Agreement]

Exhibit 3.1

Atento Floatco S.A.
Société anonyme
L-1748 Luxembourg-Findel
4, rue Lou Hemmer
 
CONSTITUTION DE SOCIETE
du 5 mars 2014
NUMERO	  		
In the year two thousand and fourteen , on the fifth of March .
Before us, Maître Henri Hellinckx , notary residing in Luxemborg, Grand Duchy of Luxembourg
THERE APPEARED:
Atalaya Luxco Topco , a société en commandite par actions , incorporated and existing under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register under number B 173107, having its registered office at 4, rue Lou Hemmer, L-1748 Luxembourg-Findel, Grand Duchy of Luxembourg,
here represented by Johanna Wittek, maître en droit , professionally residing in Luxembourg, by virtue of a proxy, given under private seal.
The said proxy, initialled ne varietur by the proxyholder of the appearing person and the notary, will remain annexed to the present deed to be filed at the same time with the registration authorities.
Such appearing party has requested the officiating notary to enact the deed of incorporation of a public limited company ( société anonyme ) which it wishes to incorporate with the following articles of association:
A. NAME - PURPOSE – DURATION - REGISTERED OFFICE
Article 1 Name
There exists a public limited company ( société anonyme ) under the name “ Atento Floatco S.A.” (hereinafter the “ Company ”) which shall be governed by the law of 10 August 1915 concerning commercial companies, as amended (the “ Law ”), as well as by the present articles of association.
 
PAGE 1

Article 2 Purpose
2.1 The purpose of the Company is the holding of participations in any form whatsoever in Luxembourg and foreign companies and in any other form of investment, the acquisition by purchase, subscription or in any other manner as well as the transfer by sale, exchange or otherwise of securities of any kind and the administration, management, control and development of its portfolio.
2.2 The Company may further guarantee, grant security, grant loans or otherwise assist the companies in which it holds a direct or indirect participation or right of any kind or which form part of the same group of companies as the Company.
2.3 The Company may raise funds especially through borrowing in any form or by issuing any kind of notes, securities or debt instruments, bonds and debentures and generally issue securities of any type.
2.4 The Company may carry out any commercial, industrial, financial, real estate or intellectual property activities which it considers useful for the accomplishment of these purposes.
Article 3 Duration
3.1 The Company is incorporated for an unlimited period of time.
3.2 It may be dissolved at any time and with or without cause by a resolution of the general meeting of shareholders adopted in the manner required for an amendment of these articles of association.
Article 4 Registered office
4.1 The registered office of the Company is in the municipality of Niederanven, Grand Duchy of Luxembourg.
4.2 Within the same municipality, the registered office may be transferred by means of a decision of the board of directors. It may be transferred to any other municipality in the Grand Duchy of Luxembourg by means of a resolution of the general meeting of shareholders, adopted in the manner required for an amendment of these articles of association.
4.3 Branches or other offices may be established either in the Grand Duchy of Luxembourg or abroad by a resolution of the board of directors.
 
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4.4 In the event that the board of directors determines that extraordinary political, economic or social circumstances or natural disasters have occurred or are imminent that would interfere with the normal activities of the Company at its registered office, the registered office may be temporarily transferred abroad until the complete cessation of these extraordinary circumstances; such temporary measures shall not affect the nationality of the Company which, notwithstanding the temporary transfer of its registered office, shall remain a Luxembourg company.
B. SHARE CAPITAL – SHARES
Article 5 Share capital
5.1 The Company’s share capital is set at thirty-one thousand euro (EUR 31,000) , represented by thirty-one thousand (31,000) shares with a nominal value of one euro (EUR 1) each .
5.2 The Company’s share capital may be increased or reduced by a resolution of the general meeting of shareholders adopted in the manner required for an amendment of these articles of association or as set out in article 6 hereof.
5.3 Any new shares to be paid for in cash shall be offered by preference to the existing shareholder(s). In case of plurality of shareholders, such shares shall be offered to the shareholders in proportion to the number of shares held by them in the Company’s share capital. The board of directors shall determine the period of time during which such preferential subscription right may be exercised and which may not be less than thirty (30) days from the date of dispatch of a registered letter sent to the shareholder(s) announcing the opening of the subscription period. The general meeting of shareholders may limit or suppress the preferential subscription right of the existing shareholder(s) in the manner required for an amendment of these articles of association.
5.4 The Company may redeem its own shares subject to the provisions of the Law.
Article 6 Shares
6.1 The Company’s share capital is divided into shares, each of them having the same nominal value.
6.2 The shares of the Company are in registered form only.
6.3 Holders of shares, bonds or debt securities issued by the Company in registered form may not require conversion thereof in shares, bonds or debt securities in bearer form.
 
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6.4 The Company may have one or several shareholders.
6.5 Death, suspension of civil rights, dissolution, bankruptcy or insolvency or any other similar event regarding any of the shareholders shall not cause the dissolution of the Company.
Article 7 Register of shares - Transfer of shares
7.1 A register of shares shall be kept at the registered office of the Company, where it shall be available for inspection by any shareholder. This register shall contain all the information required by the Law. Ownership of shares is established by registration in said share register. Certificates of such registration shall be issued upon request and at the expense of the relevant shareholder.
7.2 The Company will recognise only one holder per share. In case a share is owned by several persons, they shall appoint a single representative who shall represent them towards the Company. The Company has the right to suspend the exercise of all rights attached to that share until such representative has been appointed.
7.3 The shares are freely transferable in accordance with the provisions of the law.
7.4 Any transfer of shares shall become effective towards the Company and third parties either (i) through the recording of a declaration of transfer into the register of shares, signed and dated by the transferor and the transferee or their representatives, or (ii) upon notification of the transfer to, or upon the acceptance of the transfer by the Company.
C. GENERAL MEETINGS OF SHAREHOLDERS
Article 8 Powers of the general meeting of shareholders
8.1 The shareholders exercise their collective rights in the general meeting of shareholders. Any regularly constituted general meeting of shareholders of the Company shall represent the entire body of shareholders of the Company. The general meeting of shareholders is vested with the powers expressly reserved to it by the Law and by these articles of association.
8.2 If the Company has only one shareholder, any reference made herein to the “general meeting of shareholders” shall be construed as a reference to the “sole shareholder”, depending on the context and as applicable and powers conferred upon the general meeting of shareholders shall be exercised by the sole shareholder.
 
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Article 9 Convening of general meetings of shareholders
9.1 The general meeting of shareholders of the Company may at any time be convened by the board of directors or, as the case may be, by the internal auditor(s).
9.2 It must be convened by the board of directors or the internal auditor(s) upon written request of one or several shareholders representing at least ten percent (10%) of the Company’s share capital. In such case, the general meeting of shareholders shall be held within a period of one (1) month from the receipt of such request.
9.3 The convening notice for every general meeting of shareholders shall contain the date, time, place and agenda of the meeting and shall be made through announcements published twice, with a minimum interval of eight (8) days, and eight (8) days before the meeting, in the Mémorial C, Recueil des Sociétés et Associations and in a Luxembourg newspaper. Notices by mail shall be sent eight (8) days before the meeting to the registered shareholders, but no proof that this formality has been complied with needs to be given. Where all the shares are in registered form, the convening notices may be made by registered letters only and shall be dispatched to each shareholder by registered mail at least eight (8) days before the date scheduled for the meeting.
9.4 If all of the shareholders are present or represented at a general meeting of shareholders and have waived any convening requirement, the meeting may be held without prior notice or publication.
Article 10 Conduct of general meetings of shareholders
10.1 The annual general meeting of shareholders shall be held in Luxembourg at the registered office of the Company or at such other place in Luxembourg as may be specified in the convening notice of such meeting, on the thirty-first of May at 10 am. If such day is a legal holiday, the annual general meeting shall be held on the next following business day. Other meetings of shareholders may be held at such place and time as may be specified in the respective convening notices.
10.2 A board of the meeting shall be formed at any general meeting of shareholders, composed of a chairman, a secretary and a scrutineer, who need neither be shareholders, nor members of the board of directors. The board of the meeting shall especially ensure that the meeting is held in accordance with applicable rules and, in particular, in compliance with the rules in relation to convening, majority requirements, vote tallying and representation of shareholders.
10.3 An attendance list must be kept at any general meeting of shareholders.
 
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10.4 A shareholder may act at any general meeting of shareholders by appointing another person as his proxy in writing or by facsimile, electronic mail or any other similar means of communication. One person may represent several or even all shareholders.
10.5 Shareholders taking part in a meeting by conference call, through video conference or by any other means of communication allowing their identification and allowing that all persons taking part in the meeting hear one another on a continuous basis and allowing an effective participation of all such persons in the meeting, are deemed to be present for the computation of the quorums and votes, subject to such means of communication being made available at the place of the meeting.
10.6 Each shareholder may vote at a general meeting through a signed voting form sent by post, electronic mail, facsimile or any other means of communication to the Company’s registered office or to the address specified in the convening notice. The shareholders may only use voting forms provided by the Company which contain at least the place, date and time of the meeting, the agenda of the meeting, the proposal submitted to the decision of the meeting, as well as for each proposal three boxes allowing the shareholder to vote in favour of, against, or abstain from voting on each proposed resolution by ticking the appropriate box.
10.7 Voting forms which, for a proposed resolution, do not show only (i) a vote in favour or (ii) a vote against the proposed resolution or (iii) an abstention are void with respect to such resolution. The Company shall only take into account voting forms received prior to the general meeting which they relate to.
Article 11 Quorum and vote
11.1 Each share entitled to one vote in general meetings of shareholders.
11.2 Except as otherwise required by the Law or these articles of association, resolutions at a general meeting of shareholders duly convened shall not require any presence quorum and shall be adopted at a simple majority of the votes validly cast regardless of the portion of capital represented. Abstentions and nil votes shall not be taken into account.
Article 12 Amendments of the articles of association
Except as otherwise provided herein, these articles of association may be amended by a majority of at least two thirds of the votes validly cast at a general meeting at which a quorum of more than half of the Company’s share capital is present or represented. If no quorum is reached in a meeting, a second meeting may
 
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be convened in accordance with the Law and these articles of association which may deliberate regardless of the quorum and at which resolutions are taken at a majority of at least two-thirds of the votes validly cast. Abstentions and nil votes shall not be taken into account.
Article 13 Change of nationality
The shareholders may change the nationality of the Company only by unanimous consent.
Article 14 Adjournment of general meeting of shareholders
Subject to the provisions of the Law, the board of directors may adjourn any general meeting of shareholders for four (4) weeks. The board of directors shall do so at the request of shareholders representing at least twenty percent (20%) of the share capital of the Company. In the event of an adjournment, any resolution already adopted by the general meeting of shareholders shall be cancelled.
Article 15 Minutes of general meetings of shareholders
15.1 The board of any general meeting of shareholders shall draw up minutes of the meeting which shall be signed by the members of the board of the meeting as well as by any shareholder upon its request.
15.2 Any copy and excerpt of such original minutes to be produced in judicial proceedings or to be delivered to any third party, shall be certified as a true copy of the original by the notary having had custody of the original deed, in case the meeting has been recorded in a notarial deed, or shall be signed by the chairman of the board of directors or by any two of its members.
D. MANAGEMENT
Article 16 Composition and powers of the board of directors
16.1 The Company shall be managed by a board of directors composed of at least three (3) members. However, where the Company has been incorporated by a single shareholder or where it appears at a shareholders’ meeting that all the shares issued by the Company are held by a sole shareholder, the Company may be managed by a sole director until the next general meeting of shareholders following the increase of the number of shareholders. In such case, to the extent applicable and where the term “sole director” is not expressly mentioned in these articles of association, a reference to the “board of directors” used in these articles of association is to be construed as a reference to the “sole director”.
16.2 The board of directors is vested with the broadest powers to act in the name of the Company and to take any actions necessary or useful to fulfill the Company’s corporate purpose, with the exception of the powers reserved by the Law or by these articles of association to the general meeting of shareholders.
 
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Article 17 Daily management
17.1 The daily management of the Company as well as the representation of the Company in relation with such daily management may, in accordance with article 60 of the Law, be delegated to one or more directors, officers or other agents, acting individually or jointly. Their appointment, removal and powers shall be determined by a resolution of the board of directors.
17.2 The Company may also grant special powers by notarised proxy or private instrument.
Article 18 Appointment, removal and term of office of directors
18.1 The directors shall be appointed by the general meeting of shareholders which shall determine their remuneration and term of office.
18.2 The term of office of a director may not exceed six (6) years and each director shall hold office until a successor is appointed. Directors may be reappointed for successive terms.
18.3 Each director is appointed by a simple majority vote of the shares present or represented in a general meeting.
18.4 Any director may be removed from office at any time with or without cause by the general meeting of shareholders at a simple majority vote of the shares present or represented.
18.5 If a legal entity is appointed as director of the Company, such legal entity must designate a private individual as permanent representative who shall perform this role in the name and on behalf of the legal entity. The relevant legal entity may only remove its permanent representative if it appoints a successor at the same time. An individual may only be a permanent representative of one (1) director of the Company and may not be a director of the Company at the same time.
Article 19 Vacancy in the office of a director
19.1 In the event of a vacancy in the office of a director because of death, legal incapacity, bankruptcy, resignation or otherwise, this vacancy may be filled on a temporary basis and for a period of time not exceeding the initial mandate of the replaced director by the remaining directors until the next meeting of shareholders which shall resolve on the permanent appointment in compliance with the applicable legal provisions.
 
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19.2 In case the vacancy occurs in the office of the Company’s sole director, such vacancy must be filled without undue delay by the general meeting of shareholders.
Article 20 Convening meetings of the board of directors
20.1 The board of directors shall meet upon call by the chairman, or by any director. Meetings of the board of directors shall be held at the registered office of the Company unless otherwise indicated in the notice of meeting.
20.2 Written notice of any meeting of the board of directors must be given to directors twenty-four (24) hours at least in advance of the time scheduled for the meeting, except in case of emergency, in which case the nature and the reasons of such emergency must be mentioned in the notice. Such notice may be omitted in case of assent of each director in writing, by facsimile, electronic mail or any other similar means of communication, a copy of such signed document being sufficient proof thereof. No prior notice shall be required for a board meeting to be held at a time and location determined in a prior resolution adopted by the board of directors which has been communicated to all directors.
20.3 No prior notice shall be required in case all the members of the board of directors are present or represented at a board meeting and waive any convening requirement or in the case of resolutions in writing approved and signed by all members of the board of directors.
Article 21 Conduct of meetings of the board of directors
21.1 The board of directors shall elect among its members a chairman. It may also choose a secretary who does not need to be a director and who shall be responsible for keeping the minutes of the meetings of the board of directors.
21.2 The chairman shall chair all meetings of the board of directors, but in his absence, the board of directors may appoint another director as chairman pro tempore by vote of the majority of directors present at any such meeting.
21.3 Any director may act at any meeting of the board of directors by appointing another director as his proxy in writing, or by facsimile, electronic mail or any other similar means of communication, a copy of the appointment being sufficient proof thereof. A director may represent one or more, but not all of the other directors.
 
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21.4 Meetings of the board of directors may also be held by conference call or video conference or by any other means of communication allowing all persons participating at such meeting to hear one another on a continuous basis and allowing an effective participation in the meeting. The participation in a meeting by these means shall be equivalent to a participation in person at such meeting and the meeting is deemed to be held at the registered office of the Company.
21.5 The board of directors can deliberate or act validly only if at least a majority of the directors are present or represented at a meeting of the board of directors.
21.6 Decisions shall be taken by a majority vote of the directors present or represented at such meeting. In the case of a tie, the chairman shall not have a casting vote.
21.7 Save as otherwise provided by the Law, any director who has, directly or indirectly, an interest in a transaction submitted to the approval of the board of directors which conflicts with the Company’s interest, must inform the board of directors of such conflict of interest and must have his declaration recorded in the minutes of the board meeting. The relevant director may not take part in the discussions on and may not vote on the relevant transaction. Any such conflict of interest must be reported to the next general meeting of shareholders prior to such meeting taking any resolution on any other item.
21.8 Where the Company comprises a single director, transactions made between the Company and the director having an interest conflicting with that of the Company is only mentioned in the resolution of the sole director.
21.9 The conflict of interest rules shall not apply where the decision of the board of directors or the sole director relates to current operations entered into under normal conditions.
21.10. The board of directors may, unanimously, pass resolutions by circular means when expressing its approval in writing, by facsimile, electronic mail or any other similar means of communication. Each director may express his consent separately, the entirety of the consents evidencing the adoption of the resolutions. The date of such resolutions shall be the date of the last signature.
 
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Article 22 Minutes of the meeting of the board of directors – Minutes of the decisions of the sole director
22.1 The minutes of any meeting of the board of directors shall be signed by the chairman or, in his absence, by the chairman pro tempore , or by any two (2) directors. Copies or excerpts of such minutes which may be produced in judicial proceedings or otherwise shall be signed by the chairman or by any two (2) directors.
22.2 Decisions of the sole director shall be recorded in minutes which shall be signed by the sole director. Copies or excerpts of such minutes which may be produced in judicial proceedings or otherwise shall be signed by the sole director.
Article 23 Dealing with third parties
23.1 The Company shall be bound towards third parties in all circumstances by (i) the signature of the sole director, or, if the Company has several directors, by the joint signature of any two (2) directors or by (ii) the joint signatures or the sole signature of any person(s) to whom such power may have been delegated by the board of directors within the limits of such delegation.
23.2 Within the limits of the daily management, the Company shall be bound towards third parties by the signature of any person(s) to whom such power may have been delegated, acting individually or jointly in accordance within the limits of such delegation.
E. AUDIT AND SUPERVISION
Article 24 Auditor(s)
24.1 The operations of the Company shall be supervised by one or several internal auditors ( commissaire(s) ). The general meeting of shareholders shall appoint the internal auditor(s) and shall determine their term of office, which may not exceed six (6) years.
24.2 An internal auditor may be removed at any time, without notice and with or without cause by the general meeting of shareholders.
24.3 The internal auditors have an unlimited right of permanent supervision and control of all operations of the Company.
24.4 If the general meeting of shareholders of the Company appoints one or more independent auditor(s) ( reviseur(s) d’entreprises agree(s) ) in accordance with article 69 of the law of 19 December 2002 regarding the trade and companies’ register and the accounting and annual accounts of undertakings, as amended, the institution of internal auditor(s) is suppressed.
24.5. An independent auditor may only be removed by the general meeting of shareholders with cause or with his approval.
 
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F. FINANCIAL YEAR – ANNUAL ACCOUNTS – ALLOCATION OF PROFITS – INTERIM DIVIDENDS
Article 25 Financial year
The financial year of the Company shall begin on the first of January of each year and shall end on the thirty-first of December of the same year.
Article 26 Annual accounts and allocation of profits
26.1 At the end of each financial year, the accounts are closed and the board of directors draws up an inventory of the Company’s assets and liabilities, the balance sheet and the profit and loss accounts in accordance with the law.
26.2. From the annual net profits of the Company, five per cent (5%) at least shall be allocated to the legal reserve. This allocation shall cease to be mandatory as soon and as long as the aggregate amount of such reserve amounts to ten per cent (10%) of the share capital of the Company.
26.3 Sums contributed to a reserve of the Company by a shareholder may also be allocated to the legal reserve if the contributing shareholder agrees with such allocation.
26.4 In case of a share capital reduction, the Company’s legal reserve may be reduced in proportion so that it does not exceed ten per cent (10%) of the share capital.
26.5 Upon recommendation of the board of directors, the general meeting of shareholders shall determine how the remainder of the Company’s annual net profits shall be used in accordance with the Law and these articles of association.
26.6 Distributions shall be made to the shareholders in proportion to the number of shares they hold in the Company.
Article 27 Interim dividends - Share premium and assimilated premiums
27.1 The board of directors may proceed to the payment of interim dividends subject to the provisions of the Law.
27.2 Any share premium, assimilated premium or other distributable reserve may be freely distributed to the shareholders subject to the provisions of the Law and these articles of association.
 
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G. LIQUIDATION
Article 28 Liquidation
28.1 In the event of dissolution of the Company in accordance with article 3.2 of these articles of association, the liquidation shall be carried out by one or several liquidators who are appointed by the general meeting of shareholders deciding such dissolution and which shall determine their powers and their compensation. Unless otherwise provided, the liquidators shall have the most extensive powers for the realisation of the assets and payment of the liabilities of the Company.
28.2 The surplus resulting from the realisation of the assets and the payment of the liabilities shall be distributed among the shareholders in proportion to the number of shares of the Company held by them.
H. FINAL CLAUSE - GOVERNING LAW
Article 29 Governing law
All matters not governed by these articles of association shall be determined in accordance with the Law.
TRANSITIONAL PROVISIONS
1. The first financial year shall begin on the date of incorporation of the Company and terminate on 31 December 2014 .
2. The first annual general meeting of shareholders shall be held in 2015 .
3. Interim dividends may also be distributed during the Company’s first financial year.
SUBSCRIPTION AND PAYMENT
The thirty-one thousand (31,000)  shares issued have been subscribed as follows:
 
 	•	 	thirty-one thousand (31,000)  shares have been subscribed by Atalaya Luxco Topco , aforementioned, for the price of thirty-one thousand euro (EUR  31,000 ).	
The shares so subscribed have been fully paid-up by a contribution in cash so that the amount of thirty-one thousand euro (EUR 31,000) is as of now available to the Company, as it has been justified to the undersigned notary.
The total contribution in the amount of thirty-one thousand euro (EUR 31,000) consists of thirty-one thousand euro (EUR 31,000) for the share capital .
DECLARATION
The notary drawing up the present deed declares that the conditions set forth in Articles 26, 26-3 and 26-5 of the Law of August 10, 1915 on Commercial Companies, as amended, have been fulfilled and expressly bears witness to their fulfilment.
 
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EXPENSES
The expenses, costs, remunerations or charges in any form whatsoever incurred by the Company or which shall be borne by the Company in connection with its incorporation are estimated at approximately EUR 1,500.-.
RESOLUTIONS OF THE SHAREHOLDER
The incorporating shareholder, representing the entire share capital of the Company and having waived any convening requirements, has passed the following resolutions:
1. The address of the registered office of the Company is set at 4, rue Lou Hemmer, L-1748 Luxembourg-Findel;
2. The following persons are appointed as directors of the Company for six (6) years as of today:
 
 	•	 	Melissa Bethell, Managing Director, born in Taipei, Taiwan on 15 September 1974, professionally residing at Devonshire House, Mayfair Place, London W1J 8AJ;	
 
 	•	 	Ailbhe Jennings , Chartered Accountant, born in Dublin, Ireland on 27 March 1963, professionally residing at 4, rue Lou Hemmer, L-1748 Luxembourg- Findel, Grand Duchy of Luxembourg; and	
 
 	•	 	Aurelien Vasseur , corporate manager, born on 08 January 1976 in Seclin, France, professionally residing at 4, me Lou Hemmer, L-1748 Luxembourg-Findel, Grand Duchy of Luxembourg	
3. The following person is appointed as independent auditor until the general meeting of shareholders convened to approve the Company’s annual accounts for the first financial year:
Ernst & Young, a société anonyme , having its registered office at 7, me Gabriel Lippmann, L-5365 Munsbach registered with the Luxembourg Trade and Companies Register under number B 47.771.
Whereof the present notarial deed was drawn up in Luxembourg, on the day specified in the beginning of this document.
The undersigned notary who understands and speaks English, states herewith that on request of the appearing party, this deed is worded in English followed by a French translation; at the request of the same appearing party and in case of divergence between the English and the French text, the English version shall prevail .
 
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The document having been read to the proxyholder of the appearing party, known to the notary by name, first name and residence, the said proxyholder of the appearing party signed together with the notary the present deed.
Suit la traduction française de ce qui précède.
L’an deux mille quatorze , le cinq mars .
Par-devant nous Maître Henri Hellinckx , notaire de résidence à Luxembourg , Grand-Duché de Luxembourg.
A COMPARU:
Atalaya Luxco Topco , une société en commandite par actions, constituée et existante selon les lois du Grand-Duché de Luxembourg, enregistrée auprès du Registre de Commerce et des Sociétés de Luxembourg sous le numéro B 173107, ayant son siège social au 4, rue Lou Hemmer, L-1748 Luxembourg-Findel, Grand- duché de Luxembourg,
dûment représentée par Johanna Wittek , maître en droit, résidant professionnellement à Luxembourg, en vertu d’une procuration donnée sous seing privé.
Ladite procuration, paraphée ne varietur par le mandataire de la comparante et le notaire, restera annexée au présent acte pour être soumise avec lui aux formalités de l’enregistrement.
La comparante a requis le notaire instrumentant de dresser l’acte de constitution d’une société anonyme qu’elle souhaitent constituer avec les statuts suivants:
A. NOM - OBJET - DURÉE - SIÈGE SOCIAL
Article 1 Nom
Il existe une société anonyme sous la dénomination « Atento Floatco S.A. » (ci-après la « Société ») qui sera régie par la loi du 10 août 1915 sur les sociétés commerciales, telle que modifiée (la « Loi »), ainsi que par les présents statuts.
Article 2 Objet
2.1 La Société a pour objet la détention de participations, sous quelque forme que ce soit, dans des sociétés luxembourgeoises et étrangères et de toute autre forme de placement, l’acquisition par achat, souscription ou de toute autre manière, de même que le transfert par vente, échange ou de toute autre manière de valeurs mobilières de tout type, ainsi que l’administration, la gestion, le contrôle et la mise en valeur de son portefeuille.
 
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2.2 La Société peut également garantir, accorder des sûretés, accorder des prêts ou assister de toute autre manière des sociétés dans lesquelles elle détient une participation directe ou indirecte ou un droit de quelque nature que ce soit ou qui font partie du même groupe de sociétés que la Société.
2.3 La Société peut lever des fonds, notamment en faisant des emprunts sous toute forme ou en émettant toute sorte d’obligations, de titres ou d’instruments de dettes, d’obligations garanties ou non garanties, et d’une manière générale en émettant des valeurs mobilières de tout type.
2.4 La Société pourra exercer toute activité de nature commerciale, industrielle, financière, immobilière ou de propriété intellectuelle qu’elle estime utile pour l’accomplissement de ces objets.
Article 3 Durée
3.1 La Société est constituée pour une durée illimitée.
3.2 Elle pourra être dissoute à tout moment et sans cause par une décision de l’assemblée générale des actionnaires, prise aux conditions requises pour une modification des présents statuts.
Article 4 Siège social
4.1 Le siège social de la Société est établi dans la commune de Niederanven, Grand-Duché de Luxembourg.
4.2 Le siège social pourra être transféré au sein de la même commune par décision du conseil d’administration. Il pourra être transféré dans toute autre commune du Grand-Duché de Luxembourg par décision de l’assemblée générale des actionnaires, prise aux conditions requises pour une modification des présents statuts.
4.3 Des succursales ou bureaux peuvent être créés, tant au Grand-Duché de Luxembourg qu’à l’étranger, par décision du conseil d’administration.
4.4 Dans l’hypothèse où le conseil d’administration estimerait que des événements extraordinaires d’ordre politique, économique ou social ou des catastrophes naturelles se sont produits ou seraient imminents, de nature à interférer avec l’activité normale de la Société à son siège social, il pourra transférer provisoirement le siège social à l’étranger jusqu’à la cessation complète de ces circonstances exceptionnelles; ces mesures provisoires n’auront toutefois aucun effet sur la nationalité de la Société, laquelle, nonobstant ce transfert provisoire, restera luxembourgeoise.
 
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B. CAPITAL SOCIAL – ACTIONS
Article 5 Capital social
5.1 Le capital social de la Société est fixé à trente et un mille euros (EUR 31,000) , représenté par trente et un mille (31,000) actions d’une valeur nominale d’un euro (EUR 1) chacune .
5.2 Le capital social de la Société pourra être augmenté ou réduit par une décision de l’assemblée générale des actionnaires de la Société, prise aux conditions requises pour la modification des présents statuts ou dans les conditions prévues par l’article 6.
5.3 Toutes nouvelles actions à libérer en numéraire doivent être offertes par préférence à (aux) (l’)actionnaire(s) existant(s). En cas de pluralité d’actionnaires, ces actions sont offertes aux actionnaires en proportion du nombre d’actions qu’ils détiennent dans le capital social de la Société. Le conseil d’administration doit déterminer la période au cours de laquelle ce droit préférentiel de souscription pourra être exercé, qui ne peut être inférieure à trente (30) jours à compter de l’envoi à chaque actionnaire d’une lettre recommandée annonçant l’ouverture de la période de souscription. L’assemblée générale des actionnaires peut restreindre ou supprimer le droit préférentiel de souscription de (des) (l’)actionnaire(s) existant(s) conformément aux dispositions applicables en matière de modification des statuts.
5.4 La Société peut racheter ses propres actions, dans les conditions prévues par la Loi.
Article 6 Actions
6.1 Le capital social de la Société est divisé en actions ayant chacune la même valeur nominale.
6.2 Les actions de la Société sont exclusivement nominatives.
6.3. Les détenteurs d’actions, d’obligations ou de titres de créance émis par la Société sous la forme nominative ne peuvent pas demander leur conversion en actions, obligations ou titres de créance sous forme au porteur.
6.4 La Société peut avoir un ou plusieurs actionnaires.
6.5 Le décès, la suspension des droits civils, la dissolution, la liquidation, la faillite ou l’insolvabilité ou tout autre événement similaire concernant un actionnaire n’entraîne pas la dissolution de la Société.
 
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Article 7 Registre des actions - Transfert des actions
7.1 Un registre des actions sera tenu au siège social de la Société, où il sera mis à disposition de chaque actionnaire pour consultation. Ce registre devra contenir toutes les informations requises par la Loi. Des certificats d’inscription seront émis sur demande et aux frais de l’actionnaire demandeur.
7.2 La Société ne reconnaît qu’un seul titulaire par action. Les copropriétaires indivis devront désigner un représentant unique qui les représentera vis-à-vis de la Société. La Société aura le droit de suspendre l’exercice de tous les droits attachés à cette action, jusqu’à ce qu’un tel représentant ait été désigné.
7.3 Les actions sont librement cessibles dans les conditions prévues par la Loi.
7.4 Tout transfert d’actions deviendra opposable à la Société et aux tiers soit (i) sur inscription d’une déclaration de cession dans le registre des actionnaires, signée et datée par le cédant et le cessionnaire ou leurs représentants, ou (ii) sur notification de la cession à la Société ou sur acceptation de la cession par la Société.
C. DECISIONS DES ACTIONNAIRES
Article 8 Pouvoirs de l’assemblée générale des actionnaires
8.1 Les actionnaires exercent leurs droits collectifs en assemblée générale d’actionnaires. Toute assemblée générale d’actionnaires de la Société régulièrement constituée représente l’ensemble des actionnaires de la Société. L’assemblée générale des actionnaires est investie des pouvoirs qui lui sont expressément réservés par la Loi et par les présents statuts.
8.2 Si la Société a un actionnaire unique, toute référence faite à « l’assemblée générale des actionnaires » devra, selon le contexte et le cas échéant, être entendue comme une référence à « l’actionnaire unique », et les pouvoirs conférés à l’assemblée générale des actionnaires devront être exercés par l’actionnaire unique.
Article 9 Convocation des assemblées générales d’actionnaires
9.1 L’assemblée générale des actionnaires de la Société peut, à tout moment, être convoquée par le conseil d’administration ou, le cas échéant, par le(s) commissaire(s) aux comptes.
9.2 L’assemblée générale des actionnaires doit obligatoirement être convoquée par le conseil d’administration ou par le(s) commissaire(s) aux comptes sur demande écrite d’un ou plusieurs actionnaires représentant au moins dix pour cent (10%) du capital social de la Société. En pareil cas, l’assemblée générale des actionnaires devra être tenue dans un délai d’un (1) mois à compter de la réception de cette demande.
 
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9.3 Les convocations pour toute assemblée générale des actionnaires contiennent la date, l’heure, le lieu et l’ordre du jour de l’assemblée et sont effectuées au moyen d’annonces insérées deux fois à huit jours d’intervalle au moins et huit jours avant l’assemblée, dans le Mémorial C, Recueil des Sociétés et Associations et dans un journal luxembourgeois. Les convocations par lettre doivent être envoyées huit (8) jours avant l’assemblée générale aux actionnaires en nom, sans qu’il ne doive être justifié de l’accomplissement de cette formalité. Lorsque toutes les actions émises par la Société sont des actions nominatives, les convocations peuvent être faites uniquement par lettre recommandée et devront être adressées à chaque actionnaire au moins huit (8) jours avant la date prévue pour l’assemblée générale des actionnaires.
9.4 Si tous les actionnaires sont présents ou représentés et ont renoncé à toute formalité de convocation, l’assemblée générale des actionnaires peut être tenue sans convocation préalable, ni publication.
Article 10 Conduite des assemblées générales d’actionnaires
10.1 L’assemblée générale annuelle des actionnaires doit être tenue à Luxembourg, au siège social de la Société ou à tout autre endroit au Luxembourg tel qu’indiqué dans la convocation, le 31 mai à 10 heures. Si la date indiquée est un jour férié, l’assemblée générale des actionnaires aura lieu le jour ouvrable suivant. Les autres assemblées générales d’actionnaires pourront se tenir à l’endroit et l’heure indiqués dans les convocations respectives.
10.2 Un bureau de l’assemblée doit être constitué à chaque assemblée générale d’actionnaires, composé d’un président, d’un secrétaire et d’un scrutateur, sans qu’il ne soit nécessaire que ces membres du bureau de l’assemblée soient actionnaires ou membres du conseil d’administration. Le bureau doit notamment s’assurer que l’assemblée est tenue en conformité avec les règles applicables et, en particulier, en conformité avec les règles relatives à la convocation, aux conditions de majorité, au partage des voix et à la représentation des actionnaires.
10.3 Une liste de présence doit être tenue à toute assemblée générale d’actionnaires.
10.4 Un actionnaire peut participer à toute assemblée générale des actionnaires en désignant une autre personne comme son mandataire par écrit ou par télécopie, courrier électronique ou par tout autre moyen de communication. Une personne peut représenter plusieurs ou même tous les actionnaires.
 
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10.5 Les actionnaires qui prennent part a une assemblée par conférence téléphonique, vidéoconférence ou par tout autre moyen de communication permettant leur identification et permettant à toutes les personnes participant à l’assemblée de s’entendre mutuellement sans discontinuité, garantissant une participation effective à l’assemblée, sont réputés être présents pour le calcul du quorum et des voix, à condition que de tels moyens de communication soient disponibles sur les lieux de l’assemblée.
10.6 Chaque actionnaire peut voter à une assemblée générale des actionnaires au moyen d’un bulletin de vote signé, envoyé par courrier, courrier électronique, télécopie ou tout autre moyen de communication au siège social de la Société ou à l’adresse indiquée dans la convocation. Les actionnaires ne peuvent utiliser que les bulletins de vote fournis par la Société qui indiquent au moins le lieu, la date et l’heure de l’assemblée, l’ordre du jour de l’assemblée, les résolutions soumises à l’assemblée, ainsi que pour chaque résolution, trois cases à cocher permettant à l’actionnaire de voter en faveur ou contre la résolution proposée, ou d’exprimer une abstention par rapport à chacune des résolutions proposées, en cochant la case appropriée.
10.7 Les bulletins de vote qui, pour une résolution proposée, n’indiquent pas uniquement (i) un vote en faveur ou (ii) contre résolution proposée ou (iii) exprimant une abstention sont nuls au regard de cette résolution. La Société ne tiendra compte que des bulletins de vote reçus avant la tenue de l’assemblée générale des actionnaires à laquelle ils se rapportent.
Article 11 Quorum et vote
11.1 Chaque action donne droit à une voix en assemblée générale d’actionnaires.
11.2 Sauf disposition contraire de la Loi ou des statuts, les décisions prises en assemblée générale d’actionnaires dûment convoquées ne requièrent aucune condition de quorum et sont adoptées à la majorité simple des voix valablement exprimées quelle que soit la part du capital social représentée. Les abstentions et les votes blancs ou nuls ne sont pas pris en compte.
Article 12 Modification des statuts
Sauf disposition contraire, les présents statuts peuvent être modifiés à la majorité des deux-tiers des voix des actionnaires valablement exprimées lors d’une assemblée générale des actionnaires à laquelle plus de la moitié du capital social de
 
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la Société est présente ou représentée. Si le quorum n’est pas atteint à une assemblée, une seconde assemblée pourra être convoquée dans les conditions prévues par la Loi et les présents statuts qui pourra alors délibérer quel que soit le quorum et au cours de laquelle les décisions seront adoptées à la majorité des deux-tiers des voix valablement exprimées. Les abstentions et les votes blancs ou nuls ne sont pas pris en compte.
Article 13 Changement de nationalité
Les actionnaires ne peuvent changer la nationalité de la Société qu’avec le consentement unanime des actionnaires.
Article 14 Ajournement des assemblées générales des actionnaires
Dans les conditions prévues par la Loi, le conseil d’administration peut ajourner de quatre (4) semaines une assemblée générale d’actionnaires. Le conseil d’administration peut prendre une telle décision à la demande des actionnaires représentant au moins vingt pour cent (20%) du capital social de la Société. Dans l’hypothèse d’un ajournement, toute décision déjà adoptée par l’assemblée générale des actionnaires sera annulée.
Article 15 Procès-verbal des assemblées générales d’actionnaires
15.1 Le bureau de toute assemblée générale des actionnaires doit dresser un procès-verbal de l’assemblée qui doit être signé par les membres du bureau de l’assemblée ainsi que par tout autre actionnaire à sa demande.
15.2 Toute copie ou extrait de ces procès-verbaux originaux, à produire dans le cadre de procédures judiciaires ou à remettre à tout tiers devra être certifié(e) conforme à l’original par le notaire dépositaire de l’acte original dans l’hypothèse où l’assemblée aurait été retranscrite dans un acte authentique, ou devra être signé par le président du conseil d’administration ou par deux membres du conseil d’administration.
D. ADMINISTRATION
Article 16 Composition et pouvoirs du conseil d’administration
16.1 La Société est gérée par un conseil d’administration composé d’au moins trois (3) membres. Cependant, lorsque la Société a été constituée par un actionnaire unique ou lorsqu’il apparaît, lors d’une assemblée générale (factionnaires, que toutes les actions émises par une Société sont détenues par un actionnaire unique, la Société peut être gérée par un administrateur unique jusqu’à la prochaine assemblée générale d’actionnaires consécutive à l’augmentation du nombre d’actionnaires. Dans cette
 
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hypothèse, le cas échéant et lorsque l’expression « administrateur unique » n’est pas mentionnée expressément dans les présents statuts, une référence au « conseil d’administration » utilisée dans les présents statuts doit être entendue comme une référence à l’ « administrateur unique ».
16.2 Le conseil d’administration est investi des pouvoirs les plus étendus pour agir au nom de la Société et pour prendre toute mesure nécessaire ou utile afin de réaliser l’objet social de la Société, à l’exception des pouvoirs réservés par la Loi ou par les présents statuts à l’assemblée générale des actionnaires.
Article 17 Gestion journalière
17.1 La gestion journalière de la Société ainsi que la représentation de la Société en rapport avec une telle gestion journalière peut, en conformité avec l’article 60 de la Loi être déléguée à un ou plusieurs administrateurs, dirigeants ou mandataires, agissant individuellement ou conjointement. Leur nomination, leur révocation et leurs pouvoirs seront déterminés par une décision du conseil d’administration.
17.2 La Société peut également conférer des pouvoirs spéciaux au moyen d’une procuration authentique ou d’un acte sous seing privé.
Article 18 Nomination, révocation et durée des mandats des administrateurs
18.1 Les administrateurs sont nommés par l’assemblée générale des actionnaires qui détermine leur rémunération et la durée de leur mandat.
18.2 La durée du mandat d’un administrateur ne peut excéder six (6) ans et chaque administrateur doit rester en fonction jusqu’à ce qu’un successeur ait été désigné. Les administrateurs peuvent faire l’objet de réélections successives.
18.3 Chaque administrateur est nommé à la majorité simple des actions présentes ou représentées à une assemblée générale des actionnaires.
18.4 Chaque administrateur peut être révoqué de ses fonctions à tout moment et sans motif par l’assemblée générale des actionnaires à la majorité simple des actions présentes ou représentées à une assemblée générale des actionnaires.
18.5 Si une personne morale est nommée en tant qu’administrateur de la Société, cette personne morale doit désigner une personne physique en qualité de représentant permanent qui doit assurer cette fonction au nom et pour le compte de la personne morale. La personne morale peut révoquer son représentant permanent uniquement s’il nomme simultanément son successeur. Une personne physique peut uniquement être le représentant permanent d’un seul (1) administrateur de la Société et ne peut être simultanément administrateur de la Société.
 
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Article 19 Vacance d’un poste d’administrateur
19.1 Dans l’hypothèse où un poste d’administrateur deviendrait vacant suite au décès, à l’incapacité juridique, à la faillite, à la retraite ou autre, cette vacance pourra être comblée à titre temporaire et pour une durée ne pouvant excéder le mandat initial de l’administrateur qui fait l’objet d’un remplacement par les administrateurs restants jusqu’à ce que la prochaine assemblée générale d’actionnaires, appelée à statuer sur la nomination permanente d’un nouvel administrateur en conformité avec les dispositions légales applicables.
19.2 Dans l’hypothèse où la vacance surviendrait alors que la Société est gérée que par un administrateur unique, cette vacance devra être comblée sans délai par l’assemblée générale des actionnaires.
Article 20 Convocation aux conseils d’administration
20.1 Le conseil d’administration se réunit à la demande du président, ou de n’importe quel administrateur. Les réunions du conseil d’administration doivent être tenues au siège social de la Société sauf indication contraire dans la convocation.
20.2 Une convocation écrite à toute réunion du conseil d’administration doit être adressée aux administrateurs vingt-quatre (24) heures au moins avant l’heure prévue pour la réunion, sauf en cas d’urgence, auquel cas la nature et les motifs de cette urgence devront être exposés dans la convocation. Cette convocation peut être omise si chaque administrateur y consent par écrit, par télécopie, courrier électronique ou tout autre moyen de communication, une copie dudit document signé constituant une preuve suffisante d’un tel accord. Aucune convocation préalable ne sera exigée pour toute réunion du conseil d’administration dont l’heure et l’endroit auront été déterminés dans une décision précédente adoptée par le conseil d’administration et qui aura été communiquée à l’ensemble des membres du conseil d’administration.
20.3 Aucune convocation préalable n’est requise dans l’hypothèse où tous les membres du conseil d’administration sont présents ou représentés à une réunion du conseil d’administration et renonceraient à toute formalité de convocation ou dans l’hypothèse où des décisions écrites auraient été approuvées et signées par tous les membres du conseil d’administration.
 
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Article 21 Conduite des réunions du conseil d’administration
21.1 Le conseil d’administration élit parmi ses membres un président. Il peut également élire un secrétaire qui n’est pas nécessairement un administrateur et qui est chargé de la tenue du procès-verbal de chaque conseil d’administration.
21.2 Le président doit présider toute réunion du conseil d’administration, mais, en son absence, le conseil d’administration peut nommer un autre administrateur en qualité de président temporaire par une décision adoptée à la majorité des administrateurs présents.
21.3 Tout administrateur peut participer à toute réunion du conseil d’administration en désignant comme mandataire un autre membre du conseil d’administration par écrit, télécopie, courrier électronique ou tout autre moyen analogue de communication, la copie d’une telle désignation constituant une preuve suffisante d’un tel mandat.
21.4 Les réunions du conseil d’administration peuvent aussi être tenues par conférence téléphonique, vidéoconférence ou par tout autre moyen de communication autorisant les personnes participant à de telles réunions de s’entendre les unes les autres de manière continue et permettant une participation effective à ces réunions. La participation à une réunion par ces moyens équivaudra à une participation en personne et la réunion devra être considérée comme ayant été tenue au siège social de la Société.
21.5 Le conseil d’administration ne peut valablement délibérer ou statuer que si la moitié au moins des administrateurs est présente ou représentée.
21.6 Les décisions sont prises à la majorité des voix des administrateurs présents ou représentés. En cas de partage des voix, le président n’a pas de voix prépondérante.
21.7 Sauf disposition contraire de la Loi, tout administrateur qui a, directement ou indirectement, un intérêt dans une opération soumise à l’autorisation du conseil d’administration qui serait contraire aux intérêts de la Société, doit informer le conseil d’administration de ce conflit d’intérêts et cette déclaration doit être actée dans le procès-verbal du conseil d’administration. L’administrateur concerné ne peut prendre part ni aux discussions relatives à cette opération, ni au vote y afférent. Ce conflit d’intérêts doit également faire l’objet d’une communication aux actionnaires, lors de la prochaine assemblée générale des actionnaires, et avant toute prise de décision de l’assemblée générale des actionnaires sur tout autre point à l’ordre du jour.
 
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21.8 Lorsque la Société ne comprend qu’un administrateur unique, les opérations conclues entre la Société et cet administrateur en situation de conflit d’intérêts avec la Société doivent simplement être mentionnées dans la décision de l’administrateur unique.
21.9 Les règles du conflit d’intérêts ne s’appliquent pas lorsque la décision du conseil d’administration ou de l’administrateur unique se rapporte à des opérations courantes, conclues à des conditions normales.
21.10 Le conseil d’administration peut, à l’unanimité, adopter des décisions par voie circulaire en exprimant son consentement par écrit, par télécopie, par courrier électronique ou par tout autre moyen analogue de communication. Les administrateurs peuvent exprimer leur consentement séparément, l’intégralité des consentements constituant une preuve de l’adoption des décisions. La date d’adoption de ces décisions sera la date de la dernière signature.
Article 22 Procès-verbaux des réunions du conseil d’administration – procès-verbaux des décisions de l’administrateur unique
22.1 Le procès-verbal de toute réunion du conseil d’administration doit être signé par le président du conseil d’administration, ou en son absence, par le président temporaire, ou par deux (2) administrateurs présents. Des copies ou extraits de ces procès-verbaux qui pourront être produits en justice ou d’une autre manière devront être signés par le président du conseil d’administration ou par deux (2) administrateurs.
22.2 Les décisions de l’administrateur unique doivent être retranscrites dans des procès-verbaux qui doivent être signés par l’administrateur unique. Des copies ou extraits de ces procès-verbaux qui pourront être produits en justice ou d’une autre manière devront être signés par l’administrateur unique.
Article 23 Relations avec les tiers
23.1 La Société est engagée à l’égard des tiers en toutes circonstances par (i) la signature de l’administrateur unique ou, si la société a plusieurs administrateurs, par la signature conjointe de deux (2) administrateurs ou par (ii) la signature unique ou les signatures conjointes de toute(s) personne(s) à laquelle (auxquelles) un tel pouvoir aura été délégué par le conseil d’administration dans les limites d’une telle délégation.
23.2 Dans les limites de la gestion journalière, la Société est engagée à l’égard des tiers par la signature de toute(s) personne(s) à laquelle (auxquelles) un tel pouvoir aura été délégué par le conseil d’administration, agissant individuellement ou conjointement dans les limites d’une telle délégation.
 
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E. AUDIT ET SURVEILLANCE DE LA SOCIETE
Article 24 Commissaire aux comptes
24.1 Les opérations de la Société feront l’objet d’une surveillance par un ou plusieurs commissaires aux comptes. L’assemblée générale des actionnaires désignera les commissaires aux comptes et déterminera la durée de leurs fonctions, qui ne pourra excéder six (6) ans.
24.2 Tout commissaire aux comptes peut être révoqué à tout moment, sans préavis et sans motif, par l’assemblée générale des actionnaires.
24.3 Les commissaires aux comptes ont un droit illimité de surveillance et de contrôle permanents sur toutes les opérations de la Société.
24.4 Si l’assemblée générale des actionnaires de la Société désigne un ou plusieurs réviseurs d’entreprises agréés conformément à l’article 69 de la loi du 19 décembre 2002 concernant le registre de commerce et des sociétés ainsi que la comptabilité et les comptes annuels des entreprises, telle que modifiée, l’obligation de nommer un (des) commissaire(s) aux comptes est supprimée.
24.5 Le réviseur d’entreprises agréé peut être révoqué par l’assemblée générale des actionnaires uniquement pour juste motif ou avec son accord.
F. EXERCICE SOCIAL - AFFECTATION DES BENEFICES – ACOMPTES SUR DIVIDENDES
Article 25 Exercice social
L’exercice social de la Société commence le premier janvier de chaque année et se termine le trente et un décembre de la même année.
Article 26 Comptes annuels - Affectation des bénéfices
26.1 Au terme de chaque exercice social, les comptes sont clôturés et le conseil d’administration dresse un inventaire de l’actif et du passif de la Société, le bilan et le compte de profits et pertes conformément à la Loi.
26.2 Sur les bénéfices annuels nets de la Société, cinq pour cent (5 %) au moins seront affectés à la réserve légale. Cette affectation cessera d’être obligatoire dès que et tant que le montant total de la réserve légale de la Société atteindra dix pour cent (10%) du capital social de la Société.
 
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26.3 Les sommes apportées à une réserve de la Société par un actionnaire peuvent également être affectées à la réserve légale, si l’actionnaire apporteur y consent.
26.4 En cas de réduction du capital social, la réserve légale de la Société pourra être réduite en proportion afin qu’elle n’excède pas dix pour cent (10%) du capital social.
26.5 Sur proposition du conseil d’administration, l’assemblée générale des actionnaires décide de l’affectation du solde des bénéfices annuels nets de la Société conformément à la Loi et aux présents statuts.
26.6 Les distributions aux actionnaires seront effectuées en proportion du nombre d’actions qu’ils détiennent dans la Société.
Article 27 Acomptes sur dividendes - Prime d’émission et primes assimilées
27.1 Le conseil d’administration peut décider de distribuer des acomptes sur dividendes dans le respect des conditions prévues par la Loi.
27.2 Toute prime d’émission, prime assimilée ou autre réserve distribuable peut être librement distribuée aux actionnaires sous réserve des dispositions de la Loi et des présents statuts.
G. LIQUIDATION
Article 28 Liquidation
28.1 En cas de dissolution de la Société, conformément à l’article 3.2 des présents statuts, la liquidation sera effectuée par un ou plusieurs liquidateurs nommés par l’assemblée générale des actionnaires ayant décidé la dissolution de la Société et qui fixera les pouvoirs et émoluments de chacun des liquidateurs. Sauf disposition contraire, les liquidateurs disposeront des pouvoirs les plus étendus pour la réalisation de l’actif et du passif de la Société.
28.2 Le surplus résultant de la réalisation de l’actif et du passif sera réparti entre les actionnaires en proportion du nombre des actions qu’ils détiennent dans la Société.
H. DISPOSITION FINALE-LOI APPLICABLE
Article 29 Loi applicable
Tout ce qui n’est pas régi par les présents statuts sera déterminé en conformité avec la Loi.
 
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DISPOSITIONS TRANSITOIRES
1. Le premier exercice social commencera le jour de la constitution de la Société et se terminera le 31 Décembre 2014.
2. La première assemblée générale des actionnaires sera tenue en 2015.
3. Des acomptes sur dividendes pourront être distribués au cours du premier exercice social de la Société.
SOUSCRIPTION ET PAIEMENT
Les trente et un mille (31.000)  actions émises ont été souscrites comme suit:
 
 	•	 	trente et un mille (31.000) actions ont été souscrites par Atalaya Luxco Topco , susmentionné(e), pour un prix de trente et un mille euros (EUR  31.000 ).	
Toutes les actions souscrites ont été intégralement libérées par voie d’apport en numéraire de sorte que le montant de trente et un mille euros ( EUR 31.000 ) est dès à présent à la disposition de la Société, ce dont il a été justifié au notaire soussigné.
L’apport total d’un montant de trente et un mille euros ( EUR 31.000 ) consiste en trente et un mille euros ( EUR 31.000 ) pour le capital social.
DECLARATION
Le notaire-rédacteur de l’acte déclare avoir vérifié l’existence des conditions énumérées aux articles 26, 26-3 et 26-5 de la loi du 10 août 1915 sur les sociétés commerciales, telle que modifiée et en constate expressément l’accomplissement.
Le notaire soussigné déclare avoir vérifié l’existence des conditions prévues par ou posées par l’article 26 de la Loi et déclare expressément qu’elles ont été remplies.
FRAIS
Le montant des dépenses, frais, rémunérations ou charges, sous quelque forme que ce soit, qui incombent à la Société ou qui sont mis à sa charge à raison de sa constitution est évalué à environ EUR 1.500,-.
DECISIONS DE L’ACTIONNAIRE
L’actionnaire constituant, représentant l’intégralité du capital social de la Société et ayant renoncé aux formalités de convocation, a adopté les décisions suivantes:
1. L’adresse du siège social de la Société est établie au 4, rue Lou Hemmer, L-1748 Luxembourg-Findel.
 
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2. Les personnes suivantes sont nommées comme directeurs de la Société pour une durée de six (6) ans à partir d’aujourd’hui:
(i) Melissa Bethell , Directrice Générale, née à Taipei, Taiwan, le 15 septembre 1974, résidant professionnellement à Devonshire House, Mayfair Place, Londres W1J 8AJ,
(ii) Ailbhe Jennings , Expert Comptable, né à Dublin, Irlande, le 27 mars 1963, résidant professionnellement à 4, rue Lou Hemmer, L-1748 Luxembourg-Findel, Grand-Duché de Luxembourg ,
(iii) Aurelien Vasseur , né le 8 janvier 1976 à Seclin, France, résidant professionnellement à 4, rue Lou Hemmer, L-1748 Luxembourg-Findel.
3. La personne suivante est nommée en tant que [réviseur(s) d’entreprises agréés jusqu’à l’assemblée générale des actionnaires appelée à approuver les comptes du premier exercice social de la Société:
Ernst & Young , une société anonyme, enregistrée auprès du Registre de Commerce et des Sociétés de Luxembourg sous le numéro B 47771, ayant son siège social au 7, rue Gabriel Lippmann, L-5365 Munsbach.
Dont acte, passé à Luxembourg, à la date figurant en tête des présentes.
Le notaire soussigné qui comprend et parle l’anglais, constate, sur demande de la comparante, que le présent acte est rédigé en langue anglaise, suivi d’une traduction en français ; à la demande de la même comparante et en cas de divergence entre le texte anglais et le texte français, le texte anglais fait foi.
L’acte ayant été lu au mandataire de la comparante connu du notaire instrumentant par nom, prénom, et résidence, ledit mandataire de la comparante a signé avec le notaire le présent acte.
 
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In the year two thousand and fourteen, on the twenty-eighth day of April.
Before the undersigned, Maître Francis Kesseler , notary, residing in Esch-sur-Alzette, Grand Duchy of Luxembourg,
there appeared:
Atalaya Luxco Topco , a société en commandite par actions , incorporated and existing under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register under number B 173107, having its registered office at 4, rue Lou Hemmer, L-1748 Luxembourg-Findel, Grand Duchy of Luxembourg,
here represented by Mrs Sofia AFONSO-DA CHAO CONDE, private employee, residing professionally in Esch/Alzette, by virtue of a proxy
The said proxy, initialled ne varietur by the proxyholder of the appearing party and the notary, will remain annexed to the present deed to be filed at the same time with the registration authorities.
Such appearing party is the sole shareholder of Atento Floatco S.A. (the “ Company ”), a société anonyme , registered with the Luxembourg Trade and Companies Register under number B 185761, and whose registered office is set at 4, rue Lou Hemmer, L-1748 Luxembourg-Findel, Grand Duchy of Luxembourg, incorporated pursuant to a deed of Maître Henri Hellinckx, notary residing in Luxembourg, on 5 March 2014, not yet published in the Mémorial C, Recueil des Sociétés et Associations . The articles of association have not been amended since then.
The appearing party, representing the whole share capital of the Company, then passed the following resolutions:
First resolution
The sole shareholder hereby resolves to change the denomination of the Company from “ Atento Floatco S.A. ” into “ Atento S.A. ”.
Second resolution
Following the resolution here above, the sole shareholder resolves to amend article 1 of the articles of association of the Company so that it shall now read as follows:
“There exists a public limited company ( société anonyme ) under the name “ Atento S.A. ” (hereinafter the “ Company ”) which shall be governed by the law of 10 August 1915 concerning commercial companies, as amended (the “ Law ”), as well as by the present articles of association.”
 
1

Third resolution
The sole shareholder hereby acknowledges the resignation of Ailbhe Jennings as director of the Company effective as of the date hereof.
COSTS AND EXPENSES
The costs, expenses, remunerations or charges in any form whatsoever which shall be borne by the Company as a result of this deed are estimated at approximately one thousand three hundred euro (EUR 1,300.-).
Whereof this notarial deed was drawn up in Esch/Alzette, on the day named at the beginning of this document.
The undersigned notary who understands and speaks English, states herewith that on request of the above appearing party, this deed is worded in English followed by a French translation; on the request of the same appearing party and in case of divergence between the English and the French text, the English version shall prevail .
This document having been read to the proxyholder of the person appearing, known to the notary by last name, first name, civil status and residence, the said person appearing signed together with the notary this deed.
Suit la traduction en français du texte qui précède:
L’an deux-mille quatorze, le vingt-huit avril,
Par-devant Maître Francis Kesseler , notaire de résidence à Esch-sur-AIzette, Grand-Duché de Luxembourg,
a comparu:
Atalaya Luxco Topco , une société en commandite par actions, constituée et existant selon les lois du Grand-Duché de Luxembourg, enregistrée auprès du registre de commerce et des-sociétés de Luxembourg sous le numéro B 173107, ayant son siège social au 4, rue Lou Hemmer, L-1748 Luxembourg-Findel, Grand-Duché de Luxembourg,
ici représentée par Madame Sofia AFONSO-DA CHAO CONDE, employée privée, demeurant professionnellement à Esch/Alzette, en vertu d’une procuration sous seing privée.
La procuration paraphée ne varietur par le mandataire de la comparante et par le notaire soussigné restera annexée au présent acte pour être soumise avec lui aux formalités de l’enregistrement.
La comparante est l’actionnaire unique de Atento Floatco S.A. (la « Société »), une société anonyme enregistrée auprès du Registre du Commerce et des Sociétés du Luxembourg sous le numéro B 185761, ayant son siège social au 4, rue Lou Hemmer, L-1748 Luxembourg-Findel, Grand-Duché de Luxembourg, constituée en vertu d’un acte dressé par Maître Henri Hellinckx, notaire de résidence à Luxembourg, le 5 mars 2014, non encore publié au Mémorial C, Recueil des Sociétés et Associations . Les statuts de la Société n’ont pas été modifiés depuis lors.
 
2

La comparante, représentant la totalité du capital de la Société, a pris les résolutions suivantes:
Première résolution
L’actionnaire unique décide par les présentes de modifier la dénomination sociale de la Société de sa dénomination actuelle « Atento Floatco S.A. » en « Atento S.A. ».
Deuxième résolution
En conséquence de la résolution ci-dessus, l’actionnaire unique décide de modifier l’article 1 des statuts de la Société, dont la formulation sera désormais la suivante:
« Il existe une société anonyme sous la dénomination « Atento S.A. » (ci-après la « Société ») qui sera régie par la loi du 10 août 1915 sur les sociétés commerciales, telle que modifiée (la « Loi »), ainsi que par les présents statuts. «
Troisième résolution
L’actionnaire unique prend acte de la démission de Ailbhe Jennings en tant qu’administrateur de la Société avec effet à la date d’aujourd’hui.
FRAIS ET DÉPENSES
Le montant des frais, dépenses, rémunérations et charges, sous quelque forme que ce soit, qui incombe à la Société ou qui est mis à sa charge à raison de sa constitution est évalué environ à mille trois cents euros (EUR 1.300,-).
Dont acte, fait et passé à Esch/AIzette, les jours, mois et an figurant en tête des présentes.
Le notaire soussigné qui comprend et parle l’anglais constate que sur demande de la comparante indiquée aux présentes, le présent acte est rédigé en langue anglaise suivi d’une version française; sur demande de la même comparante et en cas de divergences entre le texte français et le texte anglais, le texte anglais fait foi .
Après lecture faite et interprétation donnée au mandataire de la comparante, connu du notaire instrumentaire par son nom, prénom, état et demeure, le mandataire de la comparante a signé le présent acte avec le notaire.

3

Exhibit 4.2
EXECUTION VERSION

BC LUXCO 1 S.A.
and the Guarantors party hereto from time to time
7.375% SENIOR SECURED NOTES DUE 2020

INDENTURE
Dated as of January 29, 2013

Citibank, N.A., London Branch
as Trustee and Principal Paying Agent,
Citibank Global Markets Deutschland AG
as Registrar and
Citibank, N.A., London Branch
as Collateral Agent

 

TABLE OF CONTENTS

 	  	 	  	Page	 	
	  	ARTICLE 1
 
DEFINITIONS AND INCORPORATION BY REFERENCE	  				
			
Section 1.01	  	Definitions	  	 	1	  	
Section 1.02	  	Other Definitions	  	 	44	  	
Section 1.03	  	Certain Additional Defined Terms	  	 	45	  	
Section 1.04	  	Rules of Construction	  	 	45	  	
			
	  	ARTICLE 2
 
THE NOTES	  				
			
Section 2.01	  	Form and Dating	  	 	46	  	
Section 2.02	  	Execution and Authentication	  	 	47	  	
Section 2.03	  	Registrar and Paying Agent	  	 	47	  	
Section 2.04	  	Paying Agent to Hold Money	  	 	48	  	
Section 2.05	  	Holder Lists	  	 	48	  	
Section 2.06	  	Transfer and Exchange	  	 	49	  	
Section 2.07	  	Replacement Notes	  	 	63	  	
Section 2.08	  	Outstanding Notes	  	 	64	  	
Section 2.09	  	Treasury Notes	  	 	64	  	
Section 2.10	  	Temporary Notes	  	 	64	  	
Section 2.11	  	Cancellation	  	 	65	  	
Section 2.12	  	Defaulted Interest	  	 	65	  	
Section 2.13	  	CUSIP and ISIN Numbers	  	 	65	  	
Section 2.14	  	Deposit of Moneys	  	 	66	  	
Section 2.15	  	Agents	  	 	66	  	
			
	  	ARTICLE 3
 
REDEMPTION AND PREPAYMENT	  				
			
Section 3.01	  	Notices to Trustee	  	 	67	  	
Section 3.02	  	Selection of Notes to Be Redeemed	  	 	67	  	
Section 3.03	  	Notice of Redemption	  	 	68	  	
Section 3.04	  	Effect of Notice of Redemption	  	 	69	  	
Section 3.05	  	Deposit of Redemption Price	  	 	69	  	
Section 3.06	  	Notes Redeemed in Part	  	 	69	  	
Section 3.07	  	Optional Redemption	  	 	70	  	
Section 3.08	  	Mandatory Redemption	  	 	73	  	
Section 3.09	  	Calculation of Redemption Price	  	 	73	  	
 
-i-

							
 	  	 	  	Page	 	
	  	ARTICLE 4
 
COVENANTS	  				
			
Section 4.01	  	Payment of Notes	  	 	73	  	
Section 4.02	  	Maintenance of Office or Agency	  	 	73	  	
Section 4.03	  	Reports	  	 	74	  	
Section 4.04	  	Compliance Certificate	  	 	78	  	
Section 4.05	  	Taxes	  	 	78	  	
Section 4.06	  	Stay, Extension and Usury Laws	  	 	78	  	
Section 4.07	  	Restricted Payments	  	 	78	  	
Section 4.08	  	Restrictions on Distributions from Restricted Subsidiaries	  	 	85	  	
Section 4.09	  	Incurrence of Indebtedness	  	 	88	  	
Section 4.10	  	Sales of Assets and Subsidiary Stock	  	 	93	  	
Section 4.11	  	Transactions with Affiliates	  	 	96	  	
Section 4.12	  	Liens	  	 	99	  	
Section 4.13	  	Corporate Existence	  	 	99	  	
Section 4.14	  	Impairment of Security Interest	  	 	99	  	
Section 4.15	  	Offer to Repurchase Upon Change of Control	  	 	100	  	
Section 4.16	  	Payments for Consent	  	 	102	  	
Section 4.17	  	Guarantees	  	 	102	  	
Section 4.18	  	Designation of Restricted and Unrestricted Subsidiaries	  	 	104	  	
Section 4.19	  	Suspension of Covenants on Achievement of Investment Grade Status	  	 	104	  	
Section 4.20	  	Additional Amounts	  	 	105	  	
Section 4.21	  	Post-Closing Guarantors	  	 	108	  	
			
	  	ARTICLE 5
 
SUCCESSORS	  				
			
Section 5.01	  	Merger and Consolidation	  	 	109	  	
Section 5.02	  	Merger and Consolidation of Guarantors	  	 	110	  	
Section 5.03	  	Successor Substituted	  	 	111	  	
			
	  	ARTICLE 6
 
DEFAULTS AND REMEDIES	  				
			
Section 6.01	  	Events of Default	  	 	111	  	
Section 6.02	  	Acceleration	  	 	114	  	
Section 6.03	  	Other Remedies	  	 	114	  	
Section 6.04	  	Waiver of Past Defaults	  	 	115	  	
Section 6.05	  	Control by Majority	  	 	115	  	
 
-ii-

							
 	  	 	  	Page	 	
Section 6.06	  	Limitation on Suits	  	 	115	  	
Section 6.07	  	Rights of Holders to Receive Payment	  	 	116	  	
Section 6.08	  	Collection Suit by Trustee	  	 	116	  	
Section 6.09	  	Restoration of Rights and Remedies	  	 	116	  	
Section 6.10	  	Rights and Remedies Cumulative	  	 	116	  	
Section 6.11	  	Delay or Omission Not Waiver	  	 	117	  	
Section 6.12	  	Trustee or Collateral Agent May File Proofs of Claim	  	 	117	  	
Section 6.13	  	Priorities	  	 	117	  	
Section 6.14	  	Undertaking for Costs	  	 	118	  	
			
	  	ARTICLE 7
 
TRUSTEE	  				
			
Section 7.01	  	Duties of Trustee	  	 	118	  	
Section 7.02	  	Rights of Trustee	  	 	120	  	
Section 7.03	  	Individual Rights of Trustee	  	 	123	  	
Section 7.04	  	Trustee’s Disclaimer	  	 	123	  	
Section 7.05	  	Notice of Defaults	  	 	124	  	
Section 7.06	  	[Reserved.]	  	 	124	  	
Section 7.07	  	Compensation and Indemnity	  	 	124	  	
Section 7.08	  	Replacement of Trustee	  	 	125	  	
Section 7.09	  	Successor Trustee by Merger, etc.	  	 	126	  	
Section 7.10	  	Eligibility; Disqualification	  	 	126	  	
Section 7.11	  	[Reserved.]	  	 	126	  	
Section 7.12	  	Certain Rights of the Collateral Agent	  	 	126	  	
Section 7.13	  	Resignation of Agents	  	 	127	  	
Section 7.14	  	Rights of Other Agents	  	 	127	  	
			
	  	ARTICLE 8
 
LEGAL DEFEASANCE AND COVENANT DEFEASANCE	  				
			
Section 8.01	  	Option to Effect Legal Defeasance or Covenant Defeasance	  	 	127	  	
Section 8.02	  	Legal Defeasance and Discharge	  	 	127	  	
Section 8.03	  	Covenant Defeasance	  	 	128	  	
Section 8.04	  	Conditions to Legal or Covenant Defeasance	  	 	129	  	
Section 8.05	  	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	  	 	130	  	
Section 8.06	  	Repayment to the Company	  	 	131	  	
Section 8.07	  	Reinstatement	  	 	131	  	
 
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 	  	 	  	Page	 	
	  	ARTICLE 9
 
AMENDMENT, SUPPLEMENT AND WAIVER	  				
			
Section 9.01	  	Without Consent of Holders	  	 	131	  	
Section 9.02	  	With Consent of Holders	  	 	133	  	
Section 9.03	  	[Reserved.]	  	 	135	  	
Section 9.04	  	Revocation and Effect of Consents	  	 	135	  	
Section 9.05	  	Notation on or Exchange of Notes	  	 	135	  	
Section 9.06	  	Trustee or the Collateral Agent to Sign Amendments, etc.	  	 	135	  	
			
	  	ARTICLE 10
 
NOTE GUARANTEES	  				
			
Section 10.01	  	Guarantee	  	 	136	  	
Section 10.02	  	Limitation on Guarantor Liability	  	 	137	  	
Section 10.03	  	[Intentionally Omitted.]	  	 	138	  	
Section 10.04	  	Guarantors May Consolidate, etc., on Certain Terms	  	 	138	  	
Section 10.05	  	Releases	  	 	138	  	
			
	  	ARTICLE 11
 
SATISFACTION AND DISCHARGE	  				
			
Section 11.01	  	Satisfaction and Discharge	  	 	139	  	
Section 11.02	  	Application of Trust Money	  	 	140	  	
			
	  	ARTICLE 12
 
COLLATERAL AND SECURITY	  				
Section 12.01	  	The Collateral	  	 	141	  	
Section 12.02	  	Further Assurances	  	 	142	  	
Section 12.03	  	After-Acquired Collateral	  	 	142	  	
Section 12.04	  	Release of Liens on the Collateral	  	 	143	  	
Section 12.05	  	Authorization of Actions to be Taken by the Trustee or the Collateral Agent Under the Security Documents	  	 	143	  	
Section 12.06	  	Recording, Registration, and Opinions	  	 	145	  	
Section 12.07	  	Maintenance of Collateral	  	 	145	  	
Section 12.08	  	Future Intercreditor Agreements	  	 	145	  	
Section 12.09	  	Intercreditor Agreement	  	 	145	  	
 
-iv-

							
 	  	 	  	Page	 	
	  	ARTICLE 13
 
MISCELLANEOUS	  				
			
Section 13.01	  	[Reserved.]	  	 	146	  	
Section 13.02	  	Notices	  	 	146	  	
Section 13.03	  	[Reserved.]	  	 	148	  	
Section 13.04	  	Certificate and Opinion as to Conditions Precedent	  	 	148	  	
Section 13.05	  	Statements Required in Certificate or Opinion	  	 	148	  	
Section 13.06	  	Rules by Trustee and Agents	  	 	148	  	
Section 13.07	  	No Personal Liability of Directors, Officers, Employees and Stockholders	  	 	149	  	
Section 13.08	  	Governing Law	  	 	149	  	
Section 13.09	  	Successors	  	 	150	  	
Section 13.10	  	Severability	  	 	150	  	
Section 13.11	  	Counterpart Originals	  	 	150	  	
Section 13.12	  	Table of Contents, Headings, etc.	  	 	150	  	
Section 13.13	  	Waiver of Immunity	  	 	150	  	
Section 13.14	  	Waiver of Jury Trial	  	 	150	  	
EXHIBITS

Exhibit A1	  	FORM OF NOTE	
Exhibit A2	  	FORM OF REGULATION S GLOBAL NOTE	
Exhibit B	  	FORM OF CERTIFICATE OF TRANSFER	
Exhibit C	  	FORM OF CERTIFICATE OF EXCHANGE	
Exhibit D	  	FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR	
Exhibit E	  	FORM OF SUPPLEMENTAL INDENTURE	
Exhibit F	  	AGREED SECURITY PRINCIPLES	
 
-v-

INDENTURE dated as of January 29, 2013 among BC Luxco 1 S.A., a société anonyme organized under the laws of Grand Duchy of Luxembourg (“ Luxembourg ”) whose registered office is located at 9A, rue Gabriel Lippmann, L-5365 Munsbach, and registered with the Luxembourg Register of Commerce and Companies (“ R.C.S. Luxembourg ”) under number B 170 329 (the “ Company ”), the Guarantors (as defined herein), Citibank, N.A., London Branch, as Trustee and Paying Agent, Citigroup Global Markets Deutschland AG as Registrar and Citibank, N.A., London Branch, as Collateral Agent.
The Company, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein) of (a) the $250,000,000 aggregate principal amount of the Company’s 7.375% Senior Secured Notes due 2020 issued on the date hereof (the “ Initial Notes ”) and any Additional Notes (as defined herein) that may be issued after the date hereof (all such securities in clauses (a) and (b) being referred to collectively as the “ Notes ”):
ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01 Definitions.
“ 144A Global Note ” means a Global Note substantially in the form of Exhibit A1 hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.
“Acquired Indebtedness” means Indebtedness (1) of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary, (2) assumed in connection with the acquisition of assets from such Person, or (3) of a Person at the time such Person merges with or into or consolidates or otherwise combines with the Company or any Restricted Subsidiary; provided that Acquired Indebtedness shall not include Indebtedness Incurred in connection with or in contemplation of the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary, such Indebtedness was assumed or such merger, consolidation or combination. Acquired Indebtedness shall be deemed to have been Incurred, with respect to clause (1) of the preceding sentence, on the date such Person becomes a Restricted Subsidiary and, with respect to clause (2) of the preceding sentence, on the date of consummation of such acquisition of assets and, with respect to clause (3) of the preceding sentence, on the date of the relevant merger, consolidation or other combination.
“Acquisition” means the transactions contemplated by the Purchase Agreement.
“ Additional Assets ” means:
(1) any property or assets (other than Capital Stock) used or to be used by the Company, a Restricted Subsidiary or otherwise useful in a Similar Business (it being understood that capital expenditures on property or assets already used in a Similar Business or to replace any property or assets that are the subject of such Asset Disposition shall be deemed an investment in Additional Assets);

(2) the Capital Stock of a Person that is engaged in a Similar Business and becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or a Restricted Subsidiary of the Company; or
(3) Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary of the Company.
“Additional Notes” means additional Notes (other than the Initial Notes) issued under this Indenture in accordance with Sections 2.02, 4.09, and 4.12 hereof, as part of the same series as the Initial Notes.
“Affiliate” of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.
“Agent” means any Registrar, co-registrar, Paying Agent, Transfer Agent or other agent appointed hereunder.
“Agreed Security Principles” means the agreed security principles set forth in Exhibit F hereto.
“Applicable Premium” means the greater of (A) 1.0% of the principal amount of such Note and (B) on any redemption date, the excess (to the extent positive) of:
(a) the present value at such redemption date of (i) the redemption price of such Note at January 29, 2016 (such redemption price being set forth in the table appearing in Section 3.07(b) hereof), plus (ii) all required interest payments due on such Note to and including such date set forth in clause (i) (excluding accrued but unpaid interest), computed upon the redemption date using a discount rate equal to the Treasury Rate at such redemption date plus 50 basis points; over
(b) the outstanding principal amount of such Note,
in each case, as calculated by the Company or on behalf of the Company by such Person as the Company shall designate; provided that the Trustee and the Paying Agent shall have no duty to calculate or verify such calculation.
“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange.
 
-2-

“Argentinian Subsidiaries” means Atusa, S.A., Microcentro de Contacto, S.A., Cordoba Gestiones y Contactos, S.A., Atento Argentina, S.A., Centro de Contacto Salta, S.A. and Mar del Plata Gestiones y Contactos, S.A., and their successors and each of their direct and indirect subsidiaries.
“Asset Disposition” means:
(a) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Leaseback Transaction) of the Company (other than Capital Stock of the Company) or any of its Restricted Subsidiaries (each referred to in this definition as a “disposition”); or
(b) the issuance or sale of Capital Stock of any Restricted Subsidiary (other than Preferred Stock or Disqualified Stock of Restricted Subsidiaries issued in compliance with Section 4.09 or directors’ qualifying shares and shares issued to foreign nationals as required under applicable law), whether in a single transaction or a series of related transactions,
in each case, other than:
(1) a disposition by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to a Restricted Subsidiary;
(2) a disposition of cash, Cash Equivalents or Investment Grade Securities;
(3) a disposition of inventory or other assets in the ordinary course of business;
(4) a disposition of obsolete, surplus or worn out equipment or other assets or equipment or other assets that are no longer useful in the conduct of the business of the Company and its Restricted Subsidiaries;
(5) transactions permitted under Section 5.01 or a transaction that constitutes a Change of Control;
(6) an issuance of Capital Stock by a Restricted Subsidiary to the Company or to another Restricted Subsidiary or as part of or pursuant to an equity incentive or compensation plan approved by the Board of Directors;
(7) any dispositions of Capital Stock, properties or assets in a single transaction or series of related transactions with a fair market value (as determined in good faith by the Company) of less than $10.0 million;
(8) any Restricted Payment that is permitted to be made, and is made, pursuant to Section 4.07 and the making of any Permitted Payment or Permitted Investment or, solely for purposes of Section 4.10(a)(3), asset sales, the proceeds of which are used to make such Restricted Payments or Investments pursuant to clause (20) or (21) of the definition of Permitted Investments;
 
-3-

(9) the granting of Liens not prohibited by Section 4.12;
(10) dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business (including factoring or similar arrangements) or in bankruptcy or similar proceedings;
(11) the licensing or sub-licensing of intellectual property or other general intangibles and licenses, sub-licenses, leases or subleases of other property, in each case, in the ordinary course of business;
(12) foreclosure, condemnation or any similar action with respect to any property or other assets;
(13) any disposition of Capital Stock, Indebtedness or other securities of an Unrestricted Subsidiary;
(14) any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than the Company or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition;
(15) to the extent allowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon) for use in a Similar Business;
(16) any disposition of Securitization Assets, or participations therein, in connection with any Qualified Securitization Financing, or the disposition of an account receivable in connection with the collection or compromise thereof in the ordinary course of business;
(17) any financing transaction with respect to property constructed, acquired, replaced, repaired or improved (including any reconstruction, refurbishment, renovation and/or development of real property) by the Company or any Restricted Subsidiary after the Issue Date, including Sale and Leaseback Transactions, permitted pursuant to this Indenture; and
(18) any surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind.
“Bain” means, collectively, Bain Capital Partners and funds or partnerships related to, or managed or advised by any of them or any Affiliate of any of them (not including, however, any portfolio companies of any of the foregoing, which portfolio companies have material operations other than the operations of the Company and its Subsidiaries).
 
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“Bankruptcy Law” means Title 11, United States Bankruptcy Code of 1978, as amended, or any similar United States federal or state law, and law of any other jurisdiction relating to bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization or relief of debtors or any amendment to, succession to or change in any such law, (including, without limitation, in relation to the Company, bankruptcy (faillite), insolvency, voluntary or judicial, liquidation (liquidation volontaire ou judiciaire), composition with creditors (concordat préventif defaillite), reprieve from payment (sursis de paiement), controlled management (gestion contrôlée), fraudulent conveyance (action pauliana), general settlement with creditors, reorganization or similar laws affecting the rights of creditors generally).
“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.
“Board of Directors” means:
(1) with respect to the Company or any corporation, the board of directors or managers, as applicable, of the corporation, or any duly authorized committee thereof;
(2) with respect to any partnership, the board of directors or other governing body of the general partner of the partnership or any duly authorized committee thereof; and
(3) with respect to any other Person, the board or any duly authorized committee of such Person serving a similar function.
Whenever any provision requires any action or determination to be made by, or any approval of, a Board of Directors, such action, determination or approval shall be deemed to have been taken or made if approved by a majority of the directors on any such Board of Directors (whether or not such action or approval is taken as part of a formal board meeting or as a formal board approval).
“Brazilian Subsidiaries” means B.C. Spain HoldCo 4, S.A.U., B.C. Brazilco Participacoes S.A., Atento Brasil, S.A. and their successors and each of their direct and indirect subsidiaries.
“Business Day” means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York, London, Luxembourg, or the place of payment on the Notes in the United States are authorized or required by law to close.
 
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“Capital Stock” of any Person means any and all shares of, rights to purchase, warrants, options or depositary receipts for, or other equivalents of or partnership or other interests in (however designated), equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity.
“Capitalized Lease Obligations” means an obligation that is required to be classified and accounted for as a capitalized lease for financial reporting purposes on the basis of IFRS. The amount of Indebtedness represented by such obligation will be the capitalized amount of such obligation at the time any determination thereof is to be made as determined on the basis of IFRS, and the Stated Maturity thereof will be the date of the last payment of rent or any other amount due under such lease prior to the first date such lease may be terminated without penalty.
“Cash Equivalents” means:
(1) (a) United States dollars, Canadian dollars, euro, or any national currency of any member state of the European Union; or (b) any other foreign currency held by the Company and the Restricted Subsidiaries in the ordinary course of business;
(2) securities issued or directly and fully Guaranteed or insured by the United States or Canadian governments, a member state of the European Union or, in each case, any agency or instrumentality thereof (provided that the full faith and credit of such country or such member state is pledged in support thereof), having maturities of not more than two years from the date of acquisition;
(3) certificates of deposit, time deposits, eurodollar time deposits, overnight bank deposits or bankers’ acceptances having maturities of not more than one year from the date of acquisition thereof issued by any bank or trust company (a) whose commercial paper is rated at least “A-2” or the equivalent thereof by S&P or at least “P-2” or the equivalent thereof by Moody’s (or if at the time neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization) or (b) (in the event that the bank or trust company does not have commercial paper which is rated) having combined capital and surplus in excess of $250.0 million;
(4) repurchase obligations for underlying securities of the types described in clauses (2) and (3) entered into with any bank meeting the qualifications specified in clause (3) above;
(5) commercial paper rated at the time of acquisition thereof at least “A-2” or the equivalent thereof by S&P or “P-2” or the equivalent thereof by Moody’s or carrying an equivalent rating by a Nationally Recognized Statistical Rating Organization, if both of the two named rating agencies cease publishing ratings of investments or, if no rating is available in respect of the commercial paper, the issuer of which has an equivalent rating in respect of its long-term debt, and in any case maturing within one year after the date of acquisition thereof;
 
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(6) readily marketable direct obligations issued by any state of the United States of America, any province of Canada, any member of the European Union or any political subdivision thereof, in each case, having one of the two highest rating categories obtainable from either Moody’s or S&P (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization) with maturities of not more than two years from the date of acquisition;
(7) Indebtedness or Preferred Stock issued by Persons with a rating of “BBB-” or higher from S&P or “Baa3” or higher from Moody’s (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization) with maturities of 12 months or less from the date of acquisition;
(8) bills of exchange issued in the United States, Canada, a member state of the European Union or Japan eligible for rediscount at the relevant central bank and accepted by a bank (or any dematerialized equivalent);
(9) interests in any investment company, money market or enhanced high yield fund which invests 95% or more of its assets in instruments of the type specified in clauses (1) through (7) above; and
(10) for purposes of clause (2) of the definition of “Asset Disposition,” the marketable securities portfolio owned by the Company and its Subsidiaries on the Issue Date.
Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clause (1) above, provided that such amounts are converted into any currency listed in clause (1) as promptly as practicable and in any event within 10 Business Days following the receipt of such amounts.
“Cash Management Services” means any of the following to the extent not constituting a line of credit (other than an overnight draft facility that is not in default): ACH transactions, treasury and/or cash management services, including, without limitation, controlled disbursement services, overdraft facilities, foreign exchange facilities, deposit and other accounts and merchant services.
“Change of Control” means:
(1) the Company becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) any “person” or “group” of related persons (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act as in effect on the Issue Date), other than one or more Permitted Holders, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Issue Date), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Company; or
 
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(2) the sale, lease, transfer, conveyance or other disposition (other than by way of merger, consolidation or other business combination transaction), in one or a series of related transactions, of all or substantially all of the assets of the Company and its Restricted Subsidiaries taken as a whole to a Person, other than a Restricted Subsidiary or one or more Permitted Holders.
“ Change of Control Repurchase Event ” means the occurrence of both a Change of Control and a Ratings Event.
“ Clearstream ” means Clearstream Banking, S.A.
“ Code ” means the United States Internal Revenue Code of 1986, as amended.
“ Collateral Agent ” means Citibank, N.A., London Branch, acting in its capacity as collateral agent under the Security Documents, or any successor thereto.
“ Consolidated Depreciation and Amortization Expense ” means, with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of intangibles, of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with IFRS.
“ Consolidated EBITDA, ” for any period, means the Consolidated Net Income for such period:
(1) increased (without duplication) by:
(a) provision for taxes based on income or profits or capital, including, without limitation, state, franchise and similar taxes and foreign withholding taxes of such Person paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income; plus
(b) Fixed Charges of such Person for such period (including (x) net losses on Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk and (y) costs of surety bonds in connection with financing activities, plus amounts excluded from the definition of “Consolidated Interest Expense” pursuant to clauses (w), (x) and (y) in clause (1) thereof, to the extent the same were deducted (and not added back) in calculating such Consolidated Net Income; plus
(c) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus
(d) any expenses or charges (other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the incurrence of Indebtedness permitted to be incurred pursuant to this Indenture (including a refinancing thereof) (whether or not successful), including (i) such fees, expenses or charges related to the offering of the Notes and the Credit Agreement and any Securitization Fees, and (ii) any amendment or other modification of the Notes or the Credit Agreement and any Securitization Fees, in each case, deducted (and not added back) in computing Consolidated Net Income; plus
 
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(e) the amount of any restructuring charge or reserve, integration cost or other business optimization expense or cost associated with establishing new facilities that is deducted (and not added back) in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions after the Issue Date and costs related to the closure and/or consolidation of facilities; plus
(f) any other non-cash charges, write-downs, losses or items reducing Consolidated Net Income for such period including any impairment charges or the impact of purchase accounting (excluding any such non-cash charge, write-down or item to the extent it represents an accrual or reserve for a cash expenditure for a future period) or other items classified by the Company as special items; plus
(g) the amount of management, monitoring, consulting and advisory fees (including termination fees) and related indemnities and expenses paid or accrued in such period to Bain to the extent otherwise pursuant to Section 4.11; plus
(h) the amount of net cost savings and operating efficiencies projected by the Company in good faith to be realized as a result of specified actions either taken or initiated prior to or during such period (calculated on a pro forma basis as though such cost savings had been realized on the first day of such period) and which are expected to be realized (i) within 18 months of the Issue Date, with respect to specified actions taken or to be taken in connection with the Transactions, and (ii) within 12 months of the date thereof with respect to specified actions taken or to be taken in connection with future acquisitions and cost saving, restructuring and other similar initiatives, net of the amount of actual benefits realized or expected to be realized prior to or during such period from such actions; provided that such cost savings are reasonably identifiable and factually supportable; plus
(i) the amount of loss on sale of Securitization Assets and related assets to the Securitization Subsidiary in connection with a Qualified Securitization Financing; plus
(j) any costs or expense incurred by the Company or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Company or net cash proceeds of an issuance of Capital Stock of the Company (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in Section 4.07(a)(3); plus
 
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(k) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA or Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant to clause (2) below for any previous period and not added back; plus
(1) any net loss included in the consolidated financial statements due to the application of International Accounting Standard (“IAS”) 27, Consolidated and Separate Financial Statements (“IAS 27”); plus
(m) realized foreign exchange losses resulting from the impact of foreign currency changes on the valuation of assets or liabilities on the balance sheet of the Company and its Restricted Subsidiaries; plus
(n) net realized losses from Hedging Obligations or embedded derivatives that require similar accounting treatment and the application of IAS 32, Financial Instruments: Presentation (“IAS 32”), IAS 39, Financial Instruments: Recognition and Measurement (“IAS 39”), International Financial Reporting Standard 13, Fair Value Measurement (“IFRS 13”) and related pronouncements;
(2) decreased (without duplication) by: (a) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period and any non-cash gains with respect to cash actually received in a prior period so long as such cash did not increase Consolidated EBITDA in such prior period; plus (b) realized foreign exchange income or gains resulting from the impact of foreign currency changes on the valuation of assets or liabilities on the balance sheet of the Company and its Restricted Subsidiaries; plus (c) any net realized income or gains from Hedging Obligations or embedded derivatives that require similar accounting treatment and the application of IAS 32, IAS 39, IFRS 13 and related pronouncements, plus (d) any net income included in the consolidated financial statements due to the application of IAS 27; plus (e) other non-cash items of income increasing Consolidated Net Income (excluding any such non-cash item of income to the extent it represents a receipt of cash in any future period); plus (f) any net gains resulting from Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk; and
(3) increased or decreased (without duplication) by, as applicable, any adjustments resulting for the application of IAS 39 or any comparable regulation.
 
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“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:
(1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to IFRS), (d) the interest component of Capitalized Lease Obligations, and (e) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (u) any expense resulting from the application of debt modification accounting, (v) accretion or accrual of discounted liabilities other than Indebtedness, (w) any expense resulting from the discounting of any Indebtedness in connection with the application of purchase accounting in connection with any acquisition, (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (y) any expense resulting from bridge, commitment and other financing fees, and (z) interest with respect to Indebtedness of any Parent of such Person appearing upon the balance sheet of such Person solely by reason of push-down accounting under IFRS); plus
(2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less
(3) interest income for such period.
For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with IFRS.
“Consolidated Net Income” means, for any period, the net income (loss) of the Company and its Restricted Subsidiaries determined on a consolidated basis on the basis of IFRS; provided, however, that there will not be included in such Consolidated Net Income:
(1) any net income (loss) of any Person if such Person is not a Restricted Subsidiary, except that, subject to the limitations contained in clause (3) below, the Company’s equity in the net income of any such Person for such period will be included in such Consolidated Net Income up to the aggregate amount of cash or Cash Equivalents actually distributed by such Person during such period to the Company or a Restricted Subsidiary as a dividend or other distribution or return on investment or could have been distributed, as reasonably determined by an Officer of the Company (subject, in the case of a dividend or other distribution or return on investment to a Restricted Subsidiary, to the limitations contained in clause (2) below);
(2) solely for the purpose of determining the amount available for Restricted Payments under Section 4.07(a)(c)(i), any net income (loss) of any Restricted Subsidiary (other than Guarantors) if such Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Restricted
 
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Subsidiary, directly or indirectly, to the Company or a Guarantor by operation of the terms of such Restricted Subsidiary’s charter or any agreement, instrument, judgment, decree, order, statute or governmental rule or regulation applicable to such Restricted Subsidiary or its shareholders (other than (a) restrictions that have been waived or otherwise released, (b) restrictions pursuant to the Notes or this Indenture; and (c) restrictions specified in Section 4.08(b)(13) except that the Company’s equity in the net income of any such Restricted Subsidiary for such period will be included in such Consolidated Net Income up to the aggregate amount of cash or Cash Equivalents actually distributed or that could have been distributed by such Restricted Subsidiary during such period to the Company or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend to another Restricted Subsidiary, to the limitation contained in this clause);
(3) any net gain (or loss) realized upon the sale or other disposition of any asset or disposed operations of the Company or any Restricted Subsidiaries (including pursuant to any sale/leaseback transaction) which is not sold or otherwise disposed of in the ordinary course of business (as determined in good faith by an Officer or the Board of Directors of the Company);
(4) any extraordinary, unusual or nonrecurring gain, loss, charge or expense or any charges, expenses or reserves in respect of any restructuring, redundancy or severance expense;
(5) the cumulative effect of a change in accounting principles;
(6) any (i) non-cash compensation charge or expense arising from any grant of stock, stock options or other equity based awards and any non-cash deemed finance charges in respect of any pension liabilities or other provisions and (ii) income (loss) attributable to deferred compensation plans or trusts shall be excluded;
(7) all deferred financing costs written off and premiums paid or other expenses incurred directly in connection with any early extinguishment of Indebtedness and any net gain (loss) from any write-off or forgiveness of Indebtedness;
(8) any unrealized gains or losses in respect of Hedging Obligations or any ineffectiveness recognized in earnings related to qualifying hedge transactions or the fair value of changes therein recognized in earnings for derivatives that do not qualify as hedge transactions, in each case, in respect of Hedging Obligations;
(9) any unrealized foreign currency transaction gains or losses in respect of Indebtedness of any Person denominated in a currency other than the functional currency of such Person and any unrealized foreign exchange gains or losses relating to translation of assets and liabilities denominated in foreign currencies;
 
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(10) any unrealized foreign currency translation or transaction gains or losses in respect of Indebtedness or other obligations of the Company or any Restricted Subsidiary owing to the Company or any Restricted Subsidiary;
(11) any purchase accounting effects including, but not limited to, adjustments to inventory, property and equipment, software and other intangible assets and deferred revenue required or permitted by IFRS and related authoritative pronouncements (including the effects of such adjustments pushed down to the Company and the Restricted Subsidiaries), as a result of any consummated acquisition, or the amortization or write-off of any amounts thereof (including any write-off of in process research and development);
(12) any goodwill or other intangible asset impairment charge or write-off;
(13) any after-tax effect of income (loss) from the early extinguishment or cancellation of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded;
(14) accruals and reserves that are established or adjusted within twelve months after the Issue Date that are so required to be established or adjusted as a result of the Transactions in accordance with IFRS, shall be excluded;
(15) any net unrealized gains and losses resulting from Hedging Obligations or embedded derivatives that require similar accounting treatment and the application of IAS 32, IAS 39, IFRS 13 and related pronouncements shall be excluded; and
(16) the amount of any expense to the extent a corresponding amount is received in cash by the Company and the Restricted Subsidiaries from a Person other than the Company or any Restricted Subsidiaries under any agreement providing for reimbursement of any such expense, provided such reimbursement payment has not been included in determining Consolidated Net Income (it being understood that if the amounts received in cash under any such agreement in any period exceed the amount of expense in respect of such period, such excess amounts received may be carried forward and applied against expense in future periods).
“ Consolidated Secured Leverage ” means the sum of the aggregate outstanding Secured Indebtedness for borrowed money of the Company and its Restricted Subsidiaries less the aggregate amount of cash and Cash Equivalents of the Company and its Restricted Subsidiaries.
“ Consolidated Secured Leverage Ratio ” means, as of any date of determination, the ratio of (x) Consolidated Secured Leverage at such date to (y) the aggregate amount of Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which internal consolidated financial statements of the Company are available, in each case with such pro forma adjustments as are consistent with the pro forma adjustments set forth in the definition of “Fixed Charge Coverage Ratio.”
 
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“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing in any manner, whether directly or indirectly, any operating lease, dividend or other obligation that does not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”), including any obligation of such Person, whether or not contingent:
(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor;
(2) to advance or supply funds:
(a) for the purchase or payment of any such primary obligation; or
(b) to maintain the working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or
(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.
“continuing” means, with respect to any Default or Event of Default, that such Default or Event of Default has not been cured or waived.
“Corporate Trust Office of the Trustee” will be at the address of the Trustee specified in Section 13.02 hereof or such other address as to which the Trustee may give notice to the Company.
“Credit Agreement” means the Credit Agreement, by and among the Company, certain of the Company’s Subsidiaries identified therein as guarantors, and the lenders, administrative agent and collateral agent party thereto, to be entered into in connection with the consummation of the Offering, together with the related documents thereto (including the revolving loans thereunder, any letters of credit and reimbursement obligations related thereto, any Guarantees and security documents), as amended, extended, renewed, restated, refunded, replaced, refinanced, supplemented, modified or otherwise changed (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to time, and any one or more agreements (and related documents) governing Indebtedness, including indentures, incurred to refinance, substitute, supplement, replace or add to (including increasing the amount available for borrowing or adding or removing any Person as a borrower, issuer or guarantor thereunder, in whole or in part, the borrowings and commitments then outstanding or permitted to be outstanding under such Credit Agreement or one or more successors to the Credit Agreement or one or more new credit agreements.
 
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“Credit Facility” means, with respect to the Company or any of its Subsidiaries, one or more debt facilities, indentures or other arrangements (including the Credit Agreement and commercial paper facilities and overdraft facilities) with banks, other financial institutions or investors providing for revolving credit loans, term loans, notes, receivables financing (including through the sale of receivables to such institutions or to special purpose entities formed to borrow from such institutions against such receivables), letters of credit or other Indebtedness, in each case, as amended, restated, modified, renewed, refunded, replaced, restructured, refinanced, repaid, increased or extended in whole or in part from time to time (and whether in whole or in part and whether or not with the original administrative agent and lenders or another administrative agent or agents or other banks or institutions and whether provided under the original Credit Agreement or one or more other credit or other agreements, indentures, financing agreements or otherwise) and in each case including all agreements, instruments and documents executed and delivered pursuant to or in connection with the foregoing (including any notes and letters of credit issued pursuant thereto and any Guarantee and collateral agreement, patent and trademark security agreement, mortgages or letter of credit applications and other Guarantees, pledges, agreements, security agreements and collateral documents). Without limiting the generality of the foregoing, the term “Credit Facility” shall include any agreement or instrument (1) changing the maturity of any Indebtedness Incurred thereunder or contemplated thereby, (2) adding Subsidiaries of the Company as additional borrowers or guarantors thereunder, (3) increasing the amount of Indebtedness Incurred thereunder or available to be borrowed thereunder or (4) otherwise altering the terms and conditions thereof.
“Credit Facility Documents” means the collective reference to any Credit Facility, any notes issued pursuant thereto and the guarantees thereof, and the collateral documents relating thereto, as amended, supplemented, restated, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise modified, in whole or in part, from time to time.
“Custodian” means the custodian appointed by the Depository with respect to any Global Notes, or any successor entity thereto.
“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default; provided that any Default that results solely from the taking of an action that would have been permitted but for the continuation of a previous Default will be deemed to be cured if such previous Default is cured prior to becoming an Event of Default.
“Definitive Note” means a certificated, non-global Note registered in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, substantially in the form of Exhibit Al hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.
“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture.
 
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“Designated Non-Cash Consideration” means the fair market value (as determined in good faith by the Company) of non-cash consideration received by the Company or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Non-Cash Consideration pursuant to an Officer’s Certificate of the Company, setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent payment, redemption, retirement, sale or other disposition of such Designated Non-Cash Consideration. A particular item of Designated Non-Cash Consideration will no longer be considered to be outstanding when and to the extent it has been paid, redeemed or otherwise retired or sold or otherwise disposed of in compliance with Section 4.10.
“Designated Preferred Stock” means, with respect to the Company, Preferred Stock (other than Disqualified Stock) (a) that is issued for cash (other than to the Company or a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Subsidiary for the benefit of their employees to the extent funded by the Company or such Subsidiary) and (b) that is designated as “Designated Preferred Stock” pursuant to an Officer’s Certificate of the Company at or prior to the issuance thereof, the Net Cash Proceeds of which are excluded from the calculation set forth in Section 4.07(a)(c)(ii).
“Disinterested Director” means, with respect to any Affiliate Transaction, a member of the Board of Directors of the Company having no material direct or indirect financial interest in or with respect to such Affiliate Transaction. A member of the Board of Directors of the Company shall be deemed not to have such a financial interest by reason of such member’s holding Capital Stock of the Company or any options, warrants or other rights in respect of such Capital Stock.
“ Disqualified Stock ” means, with respect to any Person, any Capital Stock of such Person which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event:
(1) matures or is mandatorily redeemable for cash or in exchange for Indebtedness pursuant to a sinking fund obligation or otherwise; or
(2) is or may become (in accordance with its terms) upon the occurrence of certain events or otherwise redeemable or repurchasable for cash or in exchange for Indebtedness at the option of the holder of the Capital Stock in whole or in part,
in each case on or prior to the earlier of (a) the Stated Maturity of the Notes or (b) the date on which there are no Notes outstanding; provided, however, that (i) only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock and (ii) any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or asset sale (howsoever defined or referred to) shall not constitute Disqualified Stock if any such redemption or repurchase obligation is subject to compliance by the relevant Person with Section 4.07; provided, however, that if such Capital
 
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Stock is issued to any plan for the benefit of employees of the Company or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.
“DTC” means The Depository Trust Company or any successor securities clearing agency.
“Equity Offering” means (x) a sale of Capital Stock of the Company (other than Disqualified Stock) other than offerings registered on Form S-8 (or any successor forms) under the Securities Act or any similar offering in other jurisdictions, or (y) the sale of Capital Stock or other securities of any direct or indirect parent, the proceeds of which are contributed to the equity (other than through the issuance of Disqualified Stock or Designated Preferred Stock or through an Excluded Contribution) of the Company or any of its Restricted Subsidiaries.
“Euroclear” means Euroclear Bank, SA/NV, as operator of the Euroclear system.
“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder, as amended.
“Excluded Contribution” means Net Cash Proceeds or property or assets received by the Company as capital contributions to the equity (other than through the issuance of Disqualified Stock or Designated Preferred Stock) of the Company after the Issue Date or from the issuance or sale (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Company or any Subsidiary of the Company for the benefit of their employees to the extent funded by the Company or any Restricted Subsidiary) of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Company, to the extent designated as an Excluded Contribution pursuant to an Officer’s Certificate of the Company.
“fair market value” may be conclusively established by means of an Officer’s Certificate or resolutions of the Board of Directors of the Company setting out such fair market value as determined by such Officer or such Board of Directors in good faith.
“Fitch” means Fitch, Inc. or any of its successors or assigns that is a Nationally Recognized Statistical Rating Organization.
“Fixed Charge Coverage Ratio” means, with respect to any Person on any determination date, the ratio of Consolidated EBITDA of such Person for the most recently ended four consecutive fiscal quarters ending immediately prior to such determination date for which internal consolidated financial statements of such Person are available to the Fixed Charges of such Person for such period. In the event that the Company or any Restricted Subsidiary Incurs, assumes, Guarantees, redeems, defeases, retires or extinguishes any Indebtedness (other than Indebtedness incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the
 
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event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Fixed Charge Coverage Ratio Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such Incurrence, assumption, guarantee, redemption, defeasance, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period; provided, however, that the pro forma calculation shall not give effect to any Indebtedness Incurred on such determination date pursuant to Section 4.09(b), other than Indebtedness Incurred pursuant to Section 4.09(b)(15).
For purposes of making the computation referred to above, any Investment, acquisitions, dispositions, mergers, consolidations and disposed operations that have been made by the Company or any of its Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations and disposed or discontinued operations (and the change in any associated fixed charge obligations and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Company or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation or disposed or discontinued operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation or disposed operation had occurred at the beginning of the applicable four-quarter period.
For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or chief accounting officer of the Company (including cost savings and synergies). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with IFRS. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed with a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Company may designate.
 
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“Fixed Charges” means, with respect to any Person for any period, the sum of:
(1) Consolidated Interest Expense of such Person for such Period;
(2) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock of any Subsidiary of such Person during such period; and
(3) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Stock during this period.
“Global Note Legend” means the legend set forth in Section 2.06(g)(2) hereof, which is required to be placed on all Global Notes issued under this Indenture.
“Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes deposited with or on behalf of and registered in the name of the Depositary or its nominee, substantially in the form of Exhibit Al hereto and that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, issued in accordance with Section 2.01, 2.06(b)(3), 2.06(b)(4), 2.06(d)(2) or 2.06(f) hereof.
“Governmental Authority” means any nation, sovereign or government, any state, province, territory or other political subdivision thereof, and any entity or authority exercising executive, legislative, judicial, regulatory, self-regulatory or administrative functions of or pertaining to government, including a central bank or stock exchange.
“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person, including any such obligation, direct or indirect, contingent or otherwise, of such Person:
(1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise); or
(2) entered into primarily for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part),
provided, however, that the term “Guarantee” will not include endorsements for collection or deposit in the ordinary course of business. The term “Guarantee” used as a verb has a corresponding meaning.
“Guarantor” means any Restricted Subsidiary that Guarantees the Notes.
“Hedging Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contracts, currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate, commodity price or currency risks either generally or under specific contingencies.
 
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“ Holder ” means each Person in whose name the Notes are registered on the Registrar’s books, which shall initially be the nominee of DTC.
“ IAI Global Note ” means a Global Note substantially in the form of Exhibit Al hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold to Institutional Accredited Investors.
“IFRS” means International Financial Reporting Standards (formerly International Accounting Standards) (“IFRS”) endorsed by the European Union or any variation thereof with which the Company or its Restricted Subsidiaries are, or may be, required to comply. Except as otherwise set forth in this Indenture, all ratios and calculations based on IFRS contained in this Indenture shall be computed in accordance with IFRS as in effect on the Issue Date.
“ Immaterial Subsidiary ” means any Restricted Subsidiary that (i) has not guaranteed any other Indebtedness of the Company or any Guarantor and (ii) has, together with all other Immaterial Subsidiaries (as determined in accordance with IFRS), Total Assets and Consolidated EBITDA of less than 5.0% of the Company’s Total Assets and Consolidated EBITDA (measured, in the case of Total Assets, at the end of the most recent fiscal period for which internal financial statements are available and, in the case of Consolidated EBITDA, for the most recently ended four consecutive fiscal quarters for which internal financial statements are available, in each case measured on a pro forma basis giving effect to any acquisitions or depositions of companies, division or lines of business since such balance sheet date or the start of such four quarter period, as applicable, and on or prior to the date of acquisition of such Subsidiary).
“ Incur ” means issue, create, assume, enter into any Guarantee of, incur, extend or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) will be deemed to be Incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary and the terms “Incurred” and “Incurrence” have meanings correlative to the foregoing and any Indebtedness pursuant to any revolving credit or similar facility shall only be “Incurred” at the time any funds are borrowed thereunder.
“ Indebtedness ” means, with respect to any Person on any date of determination (without duplication):
(1) the principal of indebtedness of such Person for borrowed money;
 
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(2) the principal of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;
(3) all reimbursement obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar instruments (the amount of such obligations being equal at any time to the aggregate then undrawn and unexpired amount of such letters of credit or other instruments plus the aggregate amount of drawings thereunder that have been reimbursed) (except to the extent such reimbursement obligations relate to trade payables and such obligations are satisfied within 30 days of Incurrence);
(4) the principal component of all obligations of such Person to pay the deferred and unpaid purchase price of property (except trade payables), which purchase price is due more than one year after the date of placing such property in service or taking final delivery and title thereto;
(5) Capitalized Lease Obligations of such Person;
(6) the principal component of all obligations, or liquidation preference, of such Person with respect to any Disqualified Stock or, with respect to any Restricted Subsidiary, any Preferred Stock (but excluding, in each case, any accrued dividends);
(7) the principal component of all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided, however, that the amount of such Indebtedness will be the lesser of (a) the fair market value of such asset at such date of determination (as determined in good faith by the Company) and (b) the amount of such Indebtedness of such other Persons;
(8) Guarantees by such Person of the principal component of Indebtedness of other Persons to the extent Guaranteed by such Person; and
(9) to the extent not otherwise included in this definition, net obligations of such Person under Hedging Obligations (the amount of any such obligations to be equal at any time to the net payments under such agreement or arrangement giving rise to such obligation that would be payable by such Person at the termination of such agreement or arrangement).
The term “Indebtedness” shall not include any lease, concession or license of property (or Guarantee thereof) which would be considered an operating lease under IFRS as in effect on the Issue Date, any prepayments of deposits received from clients or customers in the ordinary course of business, or obligations under any license, permit or other approval (or Guarantees given in respect of such obligations) Incurred prior to the Issue Date or in the ordinary course of business.
 
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The amount of Indebtedness of any Person at any time in the case of a revolving credit or similar facility shall be the total amount of funds borrowed and then outstanding. The amount of Indebtedness of any Person at any date shall be determined as set forth above or otherwise provided in this Indenture, and (other than with respect to letters of credit, bankers’ acceptances, similar instruments or Guarantees or Indebtedness specified in clause (7) above) shall equal the amount thereof that would appear on a balance sheet of such Person (excluding any notes thereto) prepared on the basis of IFRS.
Notwithstanding the above provisions, in no event shall the following constitute Indebtedness:
(i) Contingent Obligations Incurred in the ordinary course of business;
(ii) Cash Management Services;
(iii) in connection with the purchase by the Company or any Restricted Subsidiary of any business, any post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing; provided, however, that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid in a timely manner; or
(iv) for the avoidance of doubt, any obligations in respect of workers’ compensation claims, early retirement or termination obligations, pension fund obligations or contributions or similar claims, obligations or contributions or social security or wage Taxes.
“ Indenture ” means this Indenture, as amended or supplemented from time to time.
“ Independent Financial Advisor ” means an investment banking or accounting firm of international standing or any third party appraiser of international standing; provided, however, that such firm or appraiser is not an Affiliate of the Company.
“ Indirect Participant ” means a Person who holds a beneficial interest in a Global Note through a Participant.
“ Initial Guarantors ” means, collectively, Atento Mexicana, S.A. de C.V., Atento Servicios, S.A. de C.V. and Atento Teleservicios España, S.A.U.
“ Initial Notes ” has the meaning assigned to it in the preamble to this Indenture.
“ Institutional Accredited Investor ” means an institution that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who are not also QIBs.
 
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“Investment” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of any direct or indirect advance, loan or other extensions of credit (other than advances or extensions of credit to customers, suppliers, directors, officers or employees of any Person in the ordinary course of business, and excluding any debt or extension of credit represented by a bank deposit other than a time deposit) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or the Incurrence of a Guarantee of any obligation of, or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by, such other Persons and all other items that are or would be classified as investments on a balance sheet prepared on the basis of IFRS; provided, however, that endorsements of negotiable instruments and documents in the ordinary course of business will not be deemed to be an Investment. If the Company or any Restricted Subsidiary issues, sells or otherwise disposes of any Capital Stock of a Person that is a Restricted Subsidiary such that, after giving effect thereto, such Person is no longer a Restricted Subsidiary, any Investment by the Company or any Restricted Subsidiary in such Person remaining after giving effect thereto will be deemed to be a new Investment at such time.
For purposes of Sections 4.07 and 4.18:
(1) “Investment” will include the portion (proportionate to the Company’s equity interest in a Restricted Subsidiary to be designated as an Unrestricted Subsidiary) of the fair market value of the net assets of such Restricted Subsidiary of the Company at the time that such Restricted Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company will be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (a) the Company’s “Investment” in such Subsidiary at the time of such redesignation less (b) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets (as conclusively determined by the Board of Directors of the Company in good faith) of such Subsidiary at the time that such Subsidiary is so re-designated a Restricted Subsidiary; and
(2) any property transferred to or from an Unrestricted Subsidiary will be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Board of Directors of the Company.
“ Investment Grade ” means (i) BBB- or higher by Fitch; (ii) Baa3 or higher by Moody’s, or (iii) the equivalent of such ratings by Fitch or Moody’s, or of another Nationally Recognized Statistical Ratings Organization.
“ Investment Grade Securities ” means:
(1) securities issued or directly and fully Guaranteed or insured by the United States or Canadian government or any agency or instrumentality thereof (other than Cash Equivalents);
 
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(2) securities issued or directly and fully guaranteed or insured by a member of the European Union, or any agency or instrumentality thereof (other than Cash Equivalents);
(3) debt securities or debt instruments with a rating of “A—” or higher from Fitch or “A3” or higher by Moody’s or the equivalent of such rating by such rating organization or, if no rating of Moody’s or Fitch then exists, the equivalent of such rating by any other Nationally Recognized Statistical Ratings Organization, but excluding any debt securities or instruments constituting loans or advances among the Company and its Subsidiaries; and
(4) investments in any fund that invests exclusively in investments of the type described in clauses (1), (2) and (3) above which fund may also hold cash and Cash Equivalents pending investment or distribution.
“ Investment Grade Status ” shall occur when the Notes receive both of the following:
(1) a rating of “BBB-” or higher from Fitch; and
(2) a rating of “Baa3” or higher from Moody’s,
or the equivalent of such rating by either such rating organization or, if no rating of Moody’s or Fitch then exists, the equivalent of such rating by any other Nationally Recognized Statistical Ratings Organization.
“ Issue Date ” means January 29, 2013.
“ Junior Secured Obligations ” means Other Collateral Secured Obligations for which the Lien securing such Other Collateral Secured Obligations ranks junior in priority to the Lien securing the Obligations under the Notes, the Note Guarantees and this Indenture.
“ Lien ” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof).
“ Management Advances ” means loans or advances made to, or Guarantees with respect to loans or advances made to, directors, officers, employees or consultants of any Parent, the Company or any Restricted Subsidiary:
(1) (a) in respect of travel, entertainment or moving related expenses Incurred in the ordinary course of business or (b) for purposes of funding any such person’s purchase of Capital Stock (or similar obligations) of the Company, its Subsidiaries or any Parent with (in the case of this sub-clause (b)) the approval of the Board of Directors;
 
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(2) in respect of moving related expenses Incurred in connection with any closing or consolidation of any facility or office; or
(3) not exceeding $5.0 million in the aggregate outstanding at any time.
“ Moody’s ” means Moody’s Investors Service, Inc. or any of its successors or assigns that is a Nationally Recognized Statistical Rating Organization.
“ Nationally Recognized Statistical Rating Organization ” means a nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act.
“ Net Available Cash ,” from an Asset Disposition, means cash payments received (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and net proceeds from the sale or other disposition of any securities received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring person of Indebtedness or other obligations relating to the properties or assets that are the subject of such Asset Disposition or received in any other non-cash form) therefrom, in each case net of:
(1) all legal, accounting, investment banking, title and recording tax expenses, commissions and other fees and expenses incurred, and all Taxes, and Related Taxes, paid or reasonably estimated to be required to be paid or accrued as a liability under IFRS (after taking into account any otherwise available tax credits or deductions of the Company (or any of their Subsidiaries) and any tax sharing agreements), as a consequence of such Asset Disposition;
(2) all payments made on any Indebtedness which is secured by any assets subject to such Asset Disposition, in accordance with the terms of any Lien upon such assets, or which by applicable law be repaid out of the proceeds from such Asset Disposition;
(3) all distributions and other payments required to be made to minority interest holders (other than any Parent, the Company or any of their respective Subsidiaries) in Subsidiaries or joint ventures as a result of such Asset Disposition; and
(4) the deduction of appropriate amounts required to be provided by the seller as a reserve, on the basis of IFRS, against any liabilities associated with the assets disposed of in such Asset Disposition and retained by the Company or any Restricted Subsidiary after such Asset Disposition.
“ Net Cash Proceeds ,” with respect to any issuance or sale of Capital Stock, means the cash proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, listing fees, discounts or commissions and brokerage, consultant and other fees and charges actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result of such issuance or sale (after taking into account any available tax credit or deductions and any tax sharing arrangements).
 
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“ New Management Agreement ” means that certain Consulting Services Agreement, dated December 12, 2012, by and among Portfolio Company Advisors, Ltd, Bain Capital Partners, LLC, and Global Chaucer, S.L.U.
“ Non-Guarantor ” means any Restricted Subsidiary that is not a Guarantor.
“ Note Documents ” means the Notes (including Additional Notes), the Note Guarantees, this Indenture and the Security Documents.
“ Note Guarantee ” means the Guarantee by each Guarantor of the Company’s obligations under this Indenture and the Notes.
“ Notes ” has the meaning assigned to it in the preamble to this Indenture. The Initial Notes and any Additional Notes shall be treated as a single class for all purposes under this Indenture, and unless the context otherwise requires, all references to the Notes shall include the Initial Notes and any Additional Notes.
“ Obligations ” means any principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnification, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.
“ obligor ” on the Notes and the Note Guarantees means the Company and the Guarantors, respectively, and any successor obligor upon the Notes and the Note Guarantees, respectively.
“ Offering ” means the offering of the Notes and the application of the proceeds thereof.
“ Offering Circular ” means that certain offering circular, dated January 22, 2013, relating to the initial Offering of the Notes.
“ Officer ” means, with respect to any Person, (1) the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer, any Managing Director, or the Secretary (a) of such Person or (b) if such Person is owned or managed by a single entity, of such entity, or (2) any other individual designated as an “Officer” for the purposes of this Indenture by the Board of Directors of such Person.
 
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“ Officer’s Certificate ” means, with respect to any Person, a certificate signed by one Officer of such Person.
“ Opinion of Counsel ” means a written opinion from legal counsel reasonably satisfactory to the Trustee. The counsel may be an employee of or counsel to the Company or its Subsidiaries.
“ Other Collateral Secured Obligations ” means any and all amounts payable under or in respect of any Indebtedness, including principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company whether or not a claim for Post-Petition Interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, guarantees and all other amounts payable thereunder or in respect of, in each case, (x) secured by a Permitted Collateral Lien (other than Payment Priority Obligations) and (y) such related Lien shall rank on a pari passu basis or a junior basis to the Lien securing the Obligations under the Notes, the Note Guarantees and this Indenture.
“ Parent ” means any Person of which the Company at any time is a Subsidiary, or at any time after the Issue Date becomes a Subsidiary, and any holding company established by any Permitted Holder for purposes of holding its investment in any Parent.
“ Parent Expenses ” means:
(1) costs (including all professional fees and expenses) Incurred by any Parent in connection with reporting obligations under or otherwise incurred in connection with compliance with applicable laws, rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange, this Indenture or any other agreement or instrument relating to Indebtedness of the Company or any Restricted Subsidiary, including in respect of any reports filed with respect to the Securities Act, Exchange Act or the respective rules and regulations promulgated thereunder;
(2) customary indemnification obligations of any Parent owing to directors, officers, employees or other Persons under its charter or by-laws or pursuant to written agreements with any such Person to the extent relating to the Company and its Subsidiaries;
(3) obligations of any Parent in respect of director and officer insurance (including premiums therefor) to the extent relating to the Company and its Subsidiaries;
(4) general corporate overhead expenses, including professional fees and expenses and other operational expenses of any Parent related to the ownership or operation of the business of the Company or any of its Restricted Subsidiaries; and
 
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(5) expenses Incurred by any Parent in connection with any public offering or other sale of Capital Stock or Indebtedness:
(x) where the net proceeds of such offering or sale are intended to be received by or contributed to the Company or a Restricted Subsidiary,
(y) in a pro-rated amount of such expenses in proportion to the amount of such net proceeds intended to be so received or contributed; or
(z) otherwise on an interim basis prior to completion of such offering so long as any Parent shall cause the amount of such expenses to be repaid to the Company or the relevant Restricted Subsidiary out of the proceeds of such offering promptly if completed.
“ Pari Passu Indebtedness ” means Indebtedness of the Company which ranks equally in right of payment to the Notes or any Guarantee if such Guarantee ranks equally in right of payment to the Note Guarantees.
“ Pari Passu Secured Obligations ” means Other Collateral Secured Obligations for which the Lien securing such Other Collateral Secured Obligations ranks on a parity basis to the Lien securing the Obligations under the Notes, the Note Guarantees and this Indenture.
“ Participant ” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).
“ Paying Agent ” means any Person authorized by the Company to pay the principal of (and premium, if any) or interest on any Note on behalf of the Company.
“ Payment Priority Obligations ” means (i) any and all amounts payable under or in respect of any Credit Facility and the other Credit Facility Documents as amended, restated, supplemented, waived, replaced, restructured, repaid, refunded, refinanced or otherwise modified from time to time, including principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company whether or not a claim for Post-Petition Interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, guarantees and all other amounts payable thereunder or in respect of, in each case, to the extent secured by a Permitted Collateral Lien incurred or deemed incurred pursuant to clause (1) of the definition of “Permitted Collateral Liens”, (ii) all other Obligations of the Company or any of its Restricted Subsidiaries in respect of Hedging Obligations or Obligations in respect of cash management services in each case owing to a Person that is a holder of Indebtedness described in clause (i) above or an Affiliate of such holder at the time of entry into such Hedging Obligations or Obligations in respect of cash management services, and (iii) all Obligations of the Company or any of its Restricted Subsidiaries in respect of Hedging Obligations related to the Notes, to the extent secured by a Permitted Collateral Lien incurred or deemed incurred pursuant to clause (2) of the definition of “Permitted Collateral Liens.”
 
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“ Permitted Asset Swap ” means the concurrent purchase and sale or exchange of assets used or useful in a Similar Business or a combination of such assets and cash, Cash Equivalents between the Company or any of its Restricted Subsidiaries and another Person; provided that any cash or Cash Equivalents received in excess of the value of any cash or Cash Equivalents sold or exchanged must be applied in accordance with Section 4.10.
“ Permitted Collateral Liens ” means:
(1) Liens on the Collateral that are described in clause (18) of the definition of “Permitted Liens”;
(2) Liens on the Collateral that are described in clause (32) of the definition of “Permitted Liens”;
(3) Liens on the Collateral that are described in one or more of clauses (4), (8), (15), (25), (30), (31) or (33) of the definition of “Permitted Liens”;
(4) Liens on the Collateral to secure any Refinancing Indebtedness in respect of Indebtedness secured by Liens on the Collateral referred to in the foregoing clauses (1), (2) or (3); and
(5) Liens Incurred in the ordinary course of business of the Company or any of its Restricted Subsidiaries with respect to Obligations that in total do not exceed $5.0 million at any one time outstanding and that (i) are not Incurred in connection with the borrowing of money and (ii) do not in the aggregate materially detract from the value of the property or materially impair the use thereof or the operation of the Company’s or such Restricted Subsidiary’s business.
“ Permitted Holders ” means, collectively, (1) Bain, (2) any one or more Persons, together with such Persons’ Affiliates, whose beneficial ownership constitutes or results in a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of this Indenture, (3) members of management of the Company (or its direct or indirect Parents), (4) any Person who is acting as an underwriter in connection with a public or private offering of Capital Stock of any Parent or the Company, acting in such capacity, and (5) any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided that, in the case of such group and without giving effect to the existence of such group or any other group, Bain and members of management, collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of the Company or any of its Parents held by such group.
“ Permitted Investment ” means (in each case, by the Company or any of its Restricted Subsidiaries):
(1) Investments in (a) a Restricted Subsidiary (including the Capital Stock of a Restricted Subsidiary) or the Company, or (b) a Person (including the Capital Stock of any such Person) that will, upon the making of such Investment, become a Restricted Subsidiary;
 
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(2) Investments in another Person if such Person is engaged in any Similar Business and as a result of such Investment such other Person is merged, consolidated or otherwise combined with or into, or transfers or conveys all or substantially all its assets to, the Company or a Restricted Subsidiary;
(3) Investments in cash, Cash Equivalents or Investment Grade Securities;
(4) Investments in receivables owing to the Company or any Restricted Subsidiary created or acquired in the ordinary course of business;
(5) Investments in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;
(6) Management Advances;
(7) Investments received in settlement of debts created in the ordinary course of business and owing to the Company or any Restricted Subsidiary or in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary, or as a result of foreclosure, perfection or enforcement of any Lien, or in satisfaction of judgments or pursuant to any plan of reorganization or similar arrangement including upon the bankruptcy or insolvency of a debtor or otherwise with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;
(8) Investments made as a result of the receipt of non-cash consideration from a sale or other disposition of property or assets, including an Asset Disposition;
(9) Investments existing or pursuant to agreements or arrangements in effect on the Issue Date and any modification, replacement, renewal or extension thereof; provided that the amount of any such Investment may not be increased except (a) as required by the terms of such Investment as in existence on the Issue Date or (b) as otherwise permitted under this Indenture;
(10) Hedging Obligations, which transactions or obligations are Incurred in compliance with Section 4.09;
(11) pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of business or Liens otherwise described in the definition of “Permitted Liens” or made in connection with Liens permitted under Section 4.12;
(12) any Investment to the extent made using Capital Stock of the Company (other than Disqualified Stock) or Capital Stock of any Parent as consideration;
 
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(13) any transaction to the extent constituting an Investment that is permitted and made in accordance with the provisions of Section 4.11(b) (except those described in clauses (1), (3), (6), (7), (8), (9), (11), (12) and (14) of Section 4.11(b));
(14) Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment or licenses or leases of intellectual property, in any case, in the ordinary course of business and in accordance with this Indenture;
(15) (i) Guarantees not prohibited by Section 4.09 and (other than with respect to Indebtedness) guarantees, keepwells and similar arrangements in the ordinary course of business, and (ii) performance guarantees with respect to obligations incurred by the Company or any of its Restricted Subsidiaries that are permitted by this Indenture;
(16) Investments consisting of earnest money deposits required in connection with a purchase agreement, or letter of intent, or other acquisitions to the extent not otherwise prohibited by this Indenture;
(17) Investments of a Restricted Subsidiary acquired after the Issue Date or of an entity merged into the Company or merged into or consolidated with a Restricted Subsidiary after the Issue Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;
(18) Investments consisting of licensing of intellectual property pursuant to joint marketing arrangements with other Persons;
(19) contributions to a “rabbi” trust for the benefit of employees or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Company;
(20) Investments in joint ventures and Unrestricted Subsidiaries having an aggregate fair market value, when taken together with all other Investments made pursuant to this clause that are at the time outstanding, not to exceed the greater of $50.0 million and 7.0% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); and
(21) additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (21) that are at that time outstanding, not to exceed the greater of $55.0 million and 7.75% of Total Assets (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value) plus the amount of any distributions, dividends, payments or other returns in respect of such Investments (without duplication for purposes of Section 4.07 of any amounts applied pursuant to Section 4.07(a)(c)); provided that if such Investment is in Capital Stock of a Person that subsequently becomes a Restricted Subsidiary, such Investment shall thereafter be deemed permitted under clause (1) or (2) above and shall not be included as having been made pursuant to this clause (21).
 
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“ Permitted Liens ” means, with respect to any Person:
(1) Liens on Capital Stock, assets or property of a Restricted Subsidiary that is not a Guarantor securing Indebtedness of any Restricted Subsidiary that is not a Guarantor;
(2) pledges, deposits or Liens under workmen’s compensation laws, unemployment insurance laws, social security laws or similar legislation, or insurance related obligations (including pledges or deposits securing liability to insurance carriers under insurance or self-insurance arrangements), or in connection with bids, tenders, completion guarantees, contracts (other than for borrowed money) or leases, or to secure utilities, licenses, public or statutory obligations, or to secure surety, indemnity, judgment, appeal or performance bonds, guarantees of government contracts (or other similar bonds, instruments or obligations), or as security for contested taxes or import or customs duties or for the payment of rent, or other obligations of like nature, in each case Incurred in the ordinary course of business;
(3) Liens imposed by law, including carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s and repairmen’s or other like Liens, in each case for sums not yet overdue for a period of more than 60 days or that are bonded or being contested in good faith by appropriate proceedings;
(4) Liens for taxes, assessments or other governmental charges not yet delinquent or which are being contested in good faith by appropriate proceedings; provided that appropriate reserves required pursuant to IFRS have been made in respect thereof;
(5) encumbrances, ground leases, easements (including reciprocal easement agreements), survey exceptions, or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning, building codes or other restrictions (including minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of the business of the Company and its Restricted Subsidiaries or to the ownership of their properties which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of the Company and its Restricted Subsidiaries;
(6) Liens (a) on assets or property of the Company or any Restricted Subsidiary securing Hedging Obligations or Cash Management Services permitted under this Indenture; (b) that are contractual rights of set-off or, in the case of clause (i) or (ii) below, other bankers’ Liens (i) relating to treasury, depository and cash management services or any automated clearing house transfers of funds in the ordinary course of business and not given in connection with the issuance of Indebtedness, (ii) relating to
 
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pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Company or any Subsidiary or (iii) relating to purchase orders and other agreements entered into with customers of the Company or any Restricted Subsidiary in the ordinary course of business; (c) on cash accounts securing Indebtedness incurred pursuant to Section 4.09(b)(8)(c) with financial institutions; (d) encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business, consistent with past practice and not for speculative purposes; and/or (e) (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (ii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) arising in the ordinary course of business in connection with the maintenance of such accounts and (iii) arising under customary general terms of the account bank in relation to any bank account maintained with such bank and attaching only to such account and the products and proceeds thereof, which Liens, in any event, do not to secure any Indebtedness;
(7) leases, licenses, subleases and sublicenses of assets (including real property and intellectual property rights), in each case entered into in the ordinary course of business;
(8) Liens arising out of judgments, decrees, orders or awards not giving rise to an Event of Default so long as any appropriate legal proceedings which may have been duly initiated for the review of such judgment, decree, order or award have not been finally terminated or the period within which such proceedings may be initiated has not expired;
(9) Liens arising from Uniform Commercial Code financing statement filings (or similar filings in other applicable jurisdictions) regarding operating leases entered into by the Company and its Restricted Subsidiaries in the ordinary course of business;
(10) Liens existing on the Issue Date;
(11) Liens on property, other assets or shares of stock of a Person at the time such Person becomes a Restricted Subsidiary (or at the time the Company or a Restricted Subsidiary acquires such property, other assets or shares of stock, including any acquisition by means of a merger, consolidation or other business combination transaction with or into the Company or any Restricted Subsidiary); provided , however , that such Liens are not created, Incurred or assumed in anticipation of or in connection with such other Person becoming a Restricted Subsidiary (or such acquisition of such property, other assets or stock); provided, further, that such Liens are limited to all or part of the same property, other assets or stock (plus improvements, accession, proceeds or dividends or distributions in connection with the original property, other assets or stock) that secured (or, under the written arrangements under which such Liens arose, could secure) the obligations to which such Liens relate;
 
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(12) Liens on assets or property of the Company or any Restricted Subsidiary securing Indebtedness or other obligations of the Company or such Restricted Subsidiary owing to the Company or another Restricted Subsidiary, or Liens in favor of the Company or any Restricted Subsidiary;
(13) Liens securing Refinancing Indebtedness Incurred to refinance Indebtedness that was previously so secured, and permitted to be secured under this Indenture (other than pursuant to clauses (18), (19), (20) and (29) of this definition of Permitted Liens); provided that any such Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which the original Lien arose, could secure) the Indebtedness being refinanced or is in respect of property that is or could be the security for or subject to a Permitted Lien hereunder;
(14) (a) mortgages, liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any government, statutory or regulatory authority, developer, landlord or other third party on property over which the Company or any Restricted Subsidiary of the Company has easement rights or on any leased property and subordination or similar arrangements relating thereto and (b) any condemnation or eminent domain proceedings affecting any real property;
(15) any encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;
(16) Liens on property or assets under construction (and related rights) in favor of a contractor or developer or arising from progress or partial payments by a third party relating to such property or assets;
(17) Liens arising out of conditional sale, title retention, hire purchase, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;
(18) Liens securing Indebtedness permitted to be Incurred under Credit Facilities, including any letter of credit facility relating thereto, that was permitted to be Incurred pursuant to Section 4.09(b)(1) and the related Hedging Obligations Incurred pursuant to Section 4.09(b)(6); provided that, in the case of Liens securing any Indebtedness constituting Payment Priority Obligations or Other Collateral Secured Obligations, the holders of such Indebtedness, or their duly appointed agent, shall become party to any Intercreditor Agreement;
(19) (i) Liens Incurred to secure Obligations in respect of any Capitalized Lease Obligations or Purchase Money Obligations permitted by Section 4.09(b)(7); provided that any such Lien may not extend to any assets or property of the Company or any Restricted Subsidiary other than assets or property acquired, improved, constructed or leased with the proceeds of such Indebtedness and any improvements or accessions to such assets and property and (ii) any interest or title of a lessor under any Capitalized Lease Obligation or operating lease;
 
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(20) Liens to secure Indebtedness of any Non-Guarantor permitted by Section 4.09(b)(11) covering only the assets of such Non-Guarantor;
(21) Liens on Capital Stock or other securities, assets or property of any Unrestricted Subsidiary that secure Indebtedness of an Unrestricted Subsidiary;
(22) any security granted over the marketable securities portfolio described in clause (9) of the definition of “Cash Equivalents” in connection with the disposal thereof to a third party;
(23) Liens on specific items of inventory of other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;
(24) Liens on equipment of the Company or any Restricted Subsidiary and located on the premises of any client or supplier in the ordinary course of business;
(25) Liens on assets or securities deemed to arise in connection with and solely as a result of the execution, delivery or performance of contracts to sell such assets or securities if such sale is otherwise permitted by this Indenture;
(26) Liens arising by operation of law or contract on insurance policies and the proceeds thereof to secure premiums thereunder, and Liens, pledges and deposits in the ordinary course of business securing liability for premiums or reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefits of) insurance carriers;
(27) Liens solely on any cash earnest money deposits made in connection with any letter of intent or purchase agreement permitted hereunder;
(28) Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Permitted Investments to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell any property in an asset sale permitted under Section 4.10, in each case, solely to the extent such Investment or asset sale, as the case may be, would have been permitted on the date of the creation of such Lien;
(29) Liens securing Indebtedness and other obligations in an aggregate principal amount not to exceed the greater of (a) $25.0 million and (b) 3.5% of Total Assets, at any one time outstanding;
 
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(30) Liens Incurred to secure Obligations in respect of any Indebtedness permitted to be Incurred pursuant to Section 4.09; provided that, with respect to liens securing Obligations permitted under this clause, at the time of Incurrence and after giving pro forma effect thereto, the Consolidated Secured Leverage Ratio would be no greater than 3.50 to 1.0; provided that, in the case of Liens securing any Indebtedness constituting Other Collateral Secured Obligations, the holders of such Indebtedness, or their duly appointed agent, shall become party to an Intercreditor Agreement; provided further that, for purposes of this clause (30), Indebtedness secured by a Lien under this clause (30) shall be deemed to be Incurred on the date on which commitments are provided with respect thereto and shall be deemed to remain outstanding until such commitments have been terminated;
(31) Liens securing any Obligations in respect of the Notes issued on the Issue Date, this Indenture or the Security Documents (in each case excluding Additional Notes);
(32) Liens securing Hedging Obligations related to the Notes Incurred pursuant to Section 4.09(b)(6); and
(33) Liens on the Collateral in favor of any Collateral Agent for the benefit of the Holders relating to such Collateral Agent’s administrative expenses with respect to the Collateral.
For purposes of this definition, the term Indebtedness shall be deemed to include interest on such Indebtedness including interest which increases the principal amount of such Indebtedness.
“ Person ” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company, government or any agency or political subdivision thereof or any other entity.
“ Post-Closing Guarantors ” means, collectively, Atento Atencion y Servicios S.A. de C.V., Atento Impulsa, S.L.U., Atento Servicios Técnicos y Consultoria, S.L.U., Atento Servicios Auxiliares de Contact Center, S.L.U., Atento Columbia S.A., Teleatento del Peru S.A.C. and Atento Holding Chile, S.A.
“ Post-Petition Interest ” means any interest or entitlement to fees or expenses or other charges that accrue after the commencement of any bankruptcy or insolvency proceeding, whether or not allowed or allowable as a claim in any such bankruptcy or insolvency proceeding.
“ Preferred Stock ,” as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.
“ Private Placement Legend ” means the legend set forth in Section 2.06(g)(1) hereof to be placed on all Notes issued under this Indenture except where otherwise permitted by the provisions of this Indenture.
 
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“ Purchase Agreement ” means that certain Sale and Purchase Agreement, dated as of October 11, 2012, by and between Telefonica, S.A. and the Buyers referred to therein.
“ Purchase Money Obligations ” means any Indebtedness Incurred to finance or refinance the acquisition, leasing, construction or improvement of property (real or personal) or assets (including Capital Stock), and whether acquired through the direct acquisition of such property or assets or the acquisition of the Capital Stock of any Person owning such property or assets, or otherwise.
“ QIB ” means a “qualified institutional buyer” as defined in Rule 144A.
“ Qualified Securitization Financing ” means any Securitization Facility of a Securitization Subsidiary that meets the following conditions: (i) the board of directors of the Company shall have determined in good faith that such Qualified Securitization Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Company and its Restricted Subsidiaries, (ii) all sales of Securitization Assets and related assets by the Company or any Restricted Subsidiary to the Securitization Subsidiary or any other Person are made at fair market value (as determined in good faith by the Company), (iii) the financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by the Company) and may include Standard Securitization Undertakings and (iv) the Obligations under such Securitization Facility are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Company or any of its Restricted Subsidiaries (other than a Securitization Subsidiary).
“ Rating Agency ” means (1) each of Moody’s and Fitch and (2) if Moody’s or Fitch ceases to rate the Notes for reasons outside of the Company’s control, a Nationally Recognized Statistical Rating Organization selected by the Company or any Parent as a replacement agency for Moody’s or Fitch, as the case may be.
“ Ratings Decline Period ” means the period that (i) begins on the earlier of (a) a Change of Control or (b) the first public notice of the intention by the Company to affect a Change of Control and (ii) ends 60 days following the consummation of such Change of Control; provided , that such period will be extended so long as the rating of the Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies.
“ Ratings Event ” means (x) a downgrade by one or more gradations (including gradations within ratings categories as well as between categories) or withdrawal of the rating of the Notes within the Ratings Decline Period by one or more Rating Agencies if the applicable Rating Agency shall have put forth a statement to the effect that such downgrade is attributable in whole or in part to the applicable Change of Control and (y) the Notes do not have an Investment Grade Status from either Rating Agency.
“ Refinance ” means refinance, refund, replace, renew, repay, modify, restate, defer, substitute, supplement, reissue, resell, extend or increase (including pursuant to any defeasance or discharge mechanism) and the terms “refinances,” “refinanced” and “refinancing” as used for any purpose in this Indenture shall have a correlative meaning.
 
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“ Refinancing Indebtedness ” means Indebtedness that is Incurred to refund, refinance, replace, exchange, renew, repay or extend (including pursuant to any defeasance or discharge mechanism) any Indebtedness existing on the Issue Date or Incurred in compliance with this Indenture (including Indebtedness of the Company that refinances Indebtedness of any Restricted Subsidiary and Indebtedness of any Restricted Subsidiary that refinances Indebtedness of the Company or another Restricted Subsidiary) including Indebtedness that refinances Refinancing Indebtedness; provided , however , that:
(1) the Refinancing Indebtedness has a final Weighted Average Life to Maturity at the time such Refinancing Indebtedness is Incurred that is the same as or greater than the final Weighted Average Life to Maturity of the Indebtedness being refinanced or, if less, the Notes;
(2) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, incurred in connection therewith);
(3) if the Indebtedness being refinanced constituted Subordinated Indebtedness, such Refinancing Indebtedness is subordinated to the Notes or the applicable Guarantee on terms at least as favorable to the Holders as those contained in the documentation governing the Indebtedness being refinanced; and
(4) shall not include:
(i) Indebtedness, Disqualified Stock or Preferred Stock a Subsidiary of the Company that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Company or a Guarantor; or
(ii) Indebtedness, Disqualified Stock or Preferred Stock of the Company or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary.
Refinancing Indebtedness in respect of any Credit Facility or any other Indebtedness may be Incurred or committed from time to time within 180 days after the termination, discharge or repayment of any such Credit Facility or other Indebtedness.
“ Regulation S ” means Regulation S promulgated under the Securities Act.
“ Regulation S Global Note ” means a Global Note in the form of Exhibit A2 hereto deposited with or behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance of Regulation S.
 
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“ Related Taxes ” means, without duplication, any Taxes (other than (x) Taxes measured by income and (y) non-employment related withholding Taxes), required to be paid (provided such Taxes are in fact paid) by any Parent solely by virtue of its:
(1) being organized or having Capital Stock outstanding (but not by virtue of owning stock or other equity interests of any corporation or other entity other than, directly or indirectly, the Company or any of the Company’s Subsidiaries);
(2) being a holding company parent, directly or indirectly, of the Company or any of the Company’s Subsidiaries;
(3) receiving dividends, distributions or other payments from the Company or any of the Company’s Subsidiaries to the extent permitted pursuant to Section 4.07(b)(6), (9), (11) and (16); or
(4) receiving any non-cash dividends, distributions or payments from the Company or any of the Company’s subsidiaries to the extent permitted to make payments to any Parent pursuant to Section 4.07.
“ Representative ” means any trustee, agent or representative (if any) for an issue of Indebtedness or the provider of Indebtedness (if provided on a bilateral basis), as the case may be.
“ Responsible Officer ” when used with respect to the Trustee, means any officer within the Corporate Trust Office of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.
“ Restricted Definitive Note ” means a Definitive Note bearing the Private Placement Legend.
“ Restricted Global Note ” means a Global Note bearing the Private Placement Legend.
“ Restricted Investment ” means any Investment other than a Permitted Investment.
“ Restricted Period ” means the 40-day distribution compliance period as defined in Regulation S, as notified to the Trustee by the Company in writing.
“ Restricted Subsidiary ” means any Subsidiary of the Company other than an Unrestricted Subsidiary.
“ Rule 144 ” means Rule 144 promulgated under the Securities Act.
 
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“ Rule 144A ” means Rule 144A promulgated under the Securities Act.
“ Rule 903 ” means Rule 903 promulgated under the Securities Act.
“ Rule 904 ” means Rule 904 promulgated under the Securities Act.
“ S&P ” means Standard & Poor’s Investors Ratings Services or any of its successors or assigns that is a Nationally Recognized Statistical Rating Organization.
“ Sale and Leaseback Transaction ” means any arrangement providing for the leasing by the Company or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to a third Person in contemplation of such leasing.
“ SEC ” means the U.S. Securities and Exchange Commission or any successor thereto.
“ Secured Indebtedness ” means any Indebtedness secured by a Lien other than Indebtedness with respect to Cash Management Services.
“ Securities Act ” means the U.S. Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder, as amended.
“ Securitization Asset ” means any accounts receivable, real estate asset, mortgage receivables or related assets, in each case subject to a Securitization Facility.
“ Securitization Facility ” means any of one or more securitization financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, pursuant to which the Company or any of its Restricted Subsidiaries sells its Securitization Assets to either (a) Person that is not a Restricted Subsidiary or (b) a Securitization Subsidiary that in turn sells Securitization Assets to a person that is not a Restricted Subsidiary.
“ Securitization Fees ” means distributions or payments made directly or by means of discounts with respect to any Securitization Asset or participation interest therein issued or sold in connection with, and other fees paid to a person that is not a Restricted Subsidiary in connection with, any Qualified Securitization Financing.
“ Securitization Repurchase Obligation ” means any obligation of a seller of Securitization Assets in a Qualified Securitization Financing to repurchase Securitization Assets arising as a result of a breach of a representation, warranty or covenant or otherwise, including, without limitation, as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, offset or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.
 
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“ Securitization Subsidiary ” means any Subsidiary in each case formed for the purpose of and that solely engages in one or more Qualified Securitization Financings and other activities reasonably related thereto.
“ Security Documents ” means the security agreements, pledge agreements, collateral assignments, and any other instrument and document executed and delivered pursuant to this Indenture or otherwise or any of the foregoing, as the same may be amended, supplemented or otherwise modified from time to time, creating the security interests in the Collateral as contemplated by this Indenture.
“ Significant Subsidiary ” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Issue Date.
“ Similar Business ” means (a) any businesses, services or activities engaged in by the Company or any of its Subsidiaries on the Issue Date and (b) any businesses, services and activities engaged in by the Company or any of its Subsidiaries that are related, complementary, incidental, ancillary or similar to any of the foregoing or are extensions or developments of any thereof.
“ Standard Securitization Undertakings ” means representations, warranties, covenants and indemnities entered into by the Company or any Subsidiary of the Company which the Company has determined in good faith to be customary in a Securitization Financing, including, without limitation, those relating to the servicing of the assets of a Securitization Subsidiary, it being understood that any Securitization Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking.
“ Stated Maturity ” means, with respect to any security, the date specified in such security as the fixed date on which the payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision, but shall not include any contingent obligations to repay, redeem or repurchase any such principal prior to the date originally scheduled for the payment thereof.
“ Subordinated Indebtedness ” means, with respect to any person, any Indebtedness (whether outstanding on the Issue Date or thereafter Incurred) which is expressly subordinated in right of payment to the Notes or the Note Guarantees pursuant to a written agreement.
“ Subsidiary ” means, with respect to any Person:
(1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof; or
 
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(2) any partnership, joint venture, limited liability company or similar entity of which:
(a) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership interests or otherwise; and
(b) such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity.
“ Taxes ” means all present and future taxes, levies, imposts, assessments, deductions, charges, duties and withholdings and any charges of a similar nature (including, without limitation, interest, penalties and other liabilities with respect thereto) that are imposed by any government or other taxing authority.
“ Total Assets ” mean, as of any date, the total consolidated assets of the Company and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent consolidated balance sheet of the Company and its Restricted Subsidiaries, determined on a pro forma basis in a manner consistent with the pro forma basis contained in the definition of Fixed Charge Coverage Ratio.
“ Transactions ” means the transactions contemplated by the Purchase Agreement, the entry into the Credit Agreement and the Offering.
“ Treasury Rate ” means the yield to maturity at the time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) which has become publicly available at least two Business Days (but not more than five Business Days) prior to the redemption date (or, if such statistical release is not so published or available, any publicly available source of similar market data selected by the Company in good faith)) most nearly equal to the period from the redemption date to January 29, 2016; provided , however , that if the period from the redemption date to January 29, 2016 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are given, except that if the period from the redemption date to such applicable date is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.
“ Trustee ” means Citibank, N.A., London Branch until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.
 
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“ Unrestricted Definitive Note ” means a Definitive Note that does not bear and is not required to bear the Private Placement Legend.
“ Unrestricted Global Note ” means a Global Note that does not bear and is not required to bear the Private Placement Legend.
“ Unrestricted Subsidiary ” means:
(1) any Subsidiary of the Company that at the time of determination is an Unrestricted Subsidiary (as designated by the Board of Directors of the Company in the manner provided below); and
(2) any Subsidiary of an Unrestricted Subsidiary.
As of the Issue Date, each of the Argentinian Subsidiaries and the Brazilian Subsidiaries shall be Unrestricted Subsidiaries.
The Board of Directors of the Company may designate any Subsidiary of the Company (including any newly acquired or newly formed Subsidiary or a Person becoming a Subsidiary through merger, consolidation or other business combination transaction, or Investment therein) to be an Unrestricted Subsidiary only if:
(1) such Subsidiary or any of its Subsidiaries does not own any Capital Stock or Indebtedness of, or own or hold any Lien on any property of, the Company or any other Subsidiary of the Company which is not a Subsidiary of the Subsidiary to be so designated or otherwise an Unrestricted Subsidiary; and
(2) such designation and the Investment of the Company in such Subsidiary complies with Section 4.07.
“ U.S. Government Obligations ” means securities that are (1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged or (2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally Guaranteed as a full faith and credit obligation of the United States of America, which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such U.S. Government Obligations or a specific payment of principal of or interest on any such U.S. Government Obligations held by such custodian for the account of the holder of such depositary receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligations or the specific payment of principal of or interest on the U.S. Government Obligations evidenced by such depositary receipt.
“ U.S. Person ” means a U.S. Person as defined in Rule 902(k) promulgated under the Securities Act.
 
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“ Voting Stock ” of a Person means all classes of Capital Stock of such Person then outstanding and normally entitled to vote in the election of directors.
“ Weighted Average Life to Maturity ” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:
(1) the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by
(2) the sum of all such payments.
“ Wholly Owned Subsidiary ” means a Subsidiary of the Company, all of the Capital Stock of which is owned by the Company or a Guarantor.
Section 1.02 Other Definitions.

Term	  	Defined
in Section	
“ Additional Amounts ”	  	4.20	
“ Additional Taxing Jurisdiction ”	  	4.20	
“ Affiliate Transaction ”	  	4.11	
“ After-Acquired Collateral ”	  	12.03	
“ Asset Disposition Offer ”	  	4.10	
“ Authentication Order ”	  	2.02	
“ Change in Tax Law ”	  	3.07(e)	
“ change of control ”	  	4.07(b)	
“ Change of Control Offer ”	  	4.15	
“ Change of Control Payment ”	  	4.15	
“ Change of Control Payment Date ”	  	4.15	
“ Colombia Guarantor ”	  	10.02(c)	
“ Company ”	  	Preamble	
“ Covenant Defeasance ”	  	8.03	
“ Delayed Lien Debt ”	  	4.12	
“ Event of Default ”	  	6.01	
“ Excess Proceeds ”	  	4.10	
“ Excluded Holder ”	  	4.20	
“ Future Intercreditor Agreement ”	  	12.08	
“ Initial Agreement ”	  	4.08(b)	
“ Initial Lien ”	  	4.12(b)	
“ Legal Defeasance ”	  	8.02	
“ Other Guarantee ”	  	10.5(a)	
“ payment default ”	  	6.01	
“ Paying Agent ”	  	2.03	
 
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Term	  	Defined
in Section	
“Permitted Debt”	  	4.09(b)	
“Permitted Payments”	  	4.07(b)	
“Prohibition”	  	10.01	
“Refunding Capital Stock”	  	4.07(b)	
“Registrar”	  	2.03	
“Relevant Taxing Jurisdiction”	  	4.20	
“Restricted Payment”	  	4.07	
“Reversion Date”	  	4.19	
“Spanish Guarantor”	  	10.02(b)	
“Special 144A Global Note”	  	2.06	
“Successor Company”	  	5.01(a)	
“Successor Guarantor”	  	5.02(b)	
“Suspended Covenants”	  	4.19	
“Suspension Period”	  	4.19	
Section 1.03 Certain Additional Defined Terms.
All other terms used in this Indenture that are defined by SEC rule have the meanings so assigned to them.
Section 1.04 Rules of Construction.
Unless the context otherwise requires:
(i) a term has the meaning assigned to it;
(ii) an accounting term not otherwise defined has the meaning assigned to it in accordance with IFRS;
(iii) “or” is not exclusive;
(iv) words in the singular include the plural, and in the plural include the singular;
(v) “will” shall be interpreted to express a command;
(vi) provisions apply to successive events and transactions; and
(vii) references to sections of or rules under the Securities Act will be deemed to include substitute, replacement of successor sections or rules adopted by the SEC from time to time.
 
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ARTICLE 2
THE NOTES
Section 2.01 Form and Dating.
(a) General. The Notes and the Trustee’s certificate of authentication will be substantially in the form of Exhibits Al and A2 hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note will be dated the date of its authentication. The Notes shall be in denominations of $150,000 and integral multiples of $1,000 in excess of $150,000.
The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.
(b) Global Notes. Notes issued in global form will be substantially in the form of Exhibits Al or A2 hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form will be substantially in the form of Exhibit Al hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.
(c) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in the Regulation S Global Notes that are held by Participants through Euroclear or Clearstream.
(d) None of the Trustee or any Agent shall have any responsibility or obligation to any beneficial owner of an interest in a Global Note, a member of, or a Participant or Indirect Participant in, the Depositary or other Person with respect to the accuracy of the records of the Depositary or its nominee or of any Participant or Indirect Participant in, or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any Participant, Indirect Participant, member, beneficial owner or other Person (other than the Depositary) of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such
 
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Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the registered Holders (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary subject to the Applicable Procedures of the Depositary. The Trustee and each Agent may rely and shall be fully protected in relying upon information furnished by the Depositary with respect to its members, Participants, Indirect Participants and any beneficial owners.
Section 2.02 Execution and Authentication.
(a) At least one Officer must sign the Notes for the Company by manual, facsimile or pdf signature.
(b) If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note will nevertheless be valid.
(c) A Note will not be valid until authenticated by the manual or facsimile signature of the Trustee. The signature will be conclusive evidence that the Note has been authenticated under this Indenture. A Note shall be dated the date of its authentication.
(d) The Trustee will, upon receipt of a written order of the Company signed by an Officer of the Company (an “ Authentication Order ”), authenticate Notes for original issue that may be validly issued under this Indenture, including any Additional Notes. The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Company pursuant to one or more Authentication Orders, except as provided in Section 2.07 hereof.
(e) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.
Section 2.03 Registrar and Paying Agent.
(a) The Company will maintain a register of Notes at its registered office in which the Holders of the Notes will be registered.
(b) The Company will maintain an office or agency where Notes may be presented for registration of transfer or for exchange (“ Registrar ”) and an office or agency where Notes may be presented for payment (“ Paying Agent ”). The Registrar will keep a register of the Holders and the Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional Paying Agents. The term “Registrar” includes any co-registrar and the term “Paying Agent” includes any additional paying agent. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company will notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of the Company’s Subsidiaries may act as Paying Agent or Registrar.
 
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(c) To the extent a Paying Agent in Luxembourg, if any, is obliged to withhold or deduct tax on payments of interest or other similar income, the Company shall, to the extent permitted by law, maintain an additional Paying Agent in a Member State of the European Union that is not obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive.
(d) The Company initially appoints DTC to act as Depositary with respect to the Global Notes.
(e) The Company initially appoints Citibank, N.A., London Branch to act as the Registrar and Paying Agent with respect to the Global Notes, and Citibank, N.A., London Branch hereby accepts such appointment.
Section 2.04 Paying Agent to Hold Money.
The Company will require each Paying Agent other than the Trustee (in its capacity as Paying Agent) to agree in writing that the Paying Agent will hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium or interest on the Notes, and will notify the Trustee of any default by the Company in making any such payment. Money held by a Paying Agent need not be segregated, except as required by law, and in no event shall any Paying Agent be liable for interest on any money received by it hereunder. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary of the Company) will have no further liability for the money. If the Company or a Subsidiary of the Company acts as Paying Agent, to the extent permitted by the applicable law, it will segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee will serve as Paying Agent for the Notes.
Section 2.05 Holder Lists.
The Trustee will preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders. If the Trustee is not the Registrar, the Company will furnish to the Trustee at least five Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders.
 
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Neither the Trustee nor any of its Agents will have any responsibility or be liable for any aspect of the records in relation to, or payments made on account of, beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
Section 2.06 Transfer and Exchange.
(a) Transfer and Exchange of Global Notes. A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if:
(1) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 90 days after the date of such notice from the Depositary;
(2) the Company, at its option and subject to the procedures of the Depositary, determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and deliver a written notice to such effect to the Trustee; or
(3) there has occurred and is continuing an Event of Default with respect to the Notes.
Upon the occurrence of either of the preceding events in clauses (1), (2) or (3) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b) or (c) hereof.
(b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes will be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes will be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also will require compliance with either clause (1) or (2) below, as applicable, as well as one or more of the other following clauses, as applicable:
(1) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend.
 
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(2) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar either:
(A) both:
 
 	(i)	a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged; and	
 
 	(ii)	instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase; or	
(B) both:
 
 	(i)	a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and	
 
 	(ii)	instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in clause (1) above.	
Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(f) hereof.
 
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(3) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar receives:
(A) if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;
(B) if the transferee will take delivery in the form of a beneficial interest in the IAI Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable.
(4) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(2) above and:
(A) the Registrar receives the following:
 
 	(i)	if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (l)(a) thereof; or	
 
 	(ii)	if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof.	
If any such transfer is effected pursuant to Section 2.06(b)(4)(A) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to Section 2.06(b)(4)(A) above.
Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.
 
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(c) Transfer or Exchange of Beneficial Interests for Definitive Notes.
(1) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Registrar of the following documentation:
(A) if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;
(B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;
(C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;
(D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;
(E) if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in Section 2.06(c)(1)(B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable;
(F) if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or
(G) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,
the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(f) hereof, and the Company shall execute and, upon receipt of an Authentication Order, the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate
 
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principal amount. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall, at the cost of the Company, deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.
(2) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if:
(A) the Registrar receives the following:
 
 	(i)	if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (l)(b) thereof; or	
 
 	(ii)	if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;	
and, in each such case set forth in this Section 2.06(c)(3)(A), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.
(3) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note, then, upon satisfaction of the conditions set forth in
 
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Section 2.06(b)(2) hereof, the Trustee will cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(f) hereof, and the Company will execute and, upon receipt of an Authentication Order, the Trustee will authenticate and deliver to the Person designated in the instructions an Unrestricted Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requests through instructions to the Registrar from or through the Depositary and the Participant or Indirect Participant. The Trustee will, at the cost of the Company, deliver such Unrestricted Definitive Notes to the Persons in whose names such Notes are so registered. Any Unrestricted Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will not bear the Private Placement Legend.
(d) Transfer and Exchange of Definitive Notes for Beneficial Interests .
(1) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:
(A) if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;
(B) if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;
(C) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;
(D) if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;
(E) if such Restricted Definitive Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in Section 2.06(d)(1)(B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable;
 
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(F) if such Restricted Definitive Note is being transferred to the Company or any of the Company’s Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or
(G) if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,
the Trustee will cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the 144A Global Note, and in the case of clause (C) above, the Regulation S Global Note, and in all other cases, the IAI Global Note.
(2) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:
(A) the Registrar receives the following:
 
 	(i)	if the Holder of such Restricted Definitive Notes proposes to exchange such Restricted Definitive Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (l)(c) thereof; or	
 
 	(ii)	if the Holder of such Restricted Definitive Notes proposes to transfer such Restricted Definitive Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof,	
and, in each such case set forth in this Section 2.06(d)(2)(A), if the Company so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.
 
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Upon satisfaction of the conditions of any of the clauses in this Section 2.06(d)(2), the Trustee will cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.
(3) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Unrestricted Definitive Note for a beneficial interest in an Unrestricted Global Note or transfer such Unrestricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee will cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.
If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to Section 2.06(d)(2)(A) or 2.06(d)(3) above at a time when an Unrestricted Global Note has not yet been issued, the Company will issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee will authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.
(e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Registrar will register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, the requesting Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e).
(1) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:
(A) if the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;
(B) if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and
 
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(C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.
(2) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:
 
 	(A)	the Registrar receives the following:	
 
 	(i)	if the Holder of such Restricted Definitive Notes proposes to exchange such Restricted Definitive Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (l)(d) thereof; or	
 
 	(ii)	if the Holder of such Restricted Definitive Notes proposes to transfer such Restricted Definitive Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof,	
and, in each such case set forth in this Section 2.06(e)(2)(A), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.
(3) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted Definitive Notes may transfer such Unrestricted Definitive Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.
(f) Legends. The following legends will appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.
 
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(1) Private Placement Legend.
(A) Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:
“THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER: (1) REPRESENTS THAT: (A) IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, (B) IT IS AN INSTITUTIONAL “ACCREDITED INVESTOR” (WITHIN THE MEANING OF RULE 501(a) (1), (2), (3) OR (7) UNDER THE SECURITIES ACT) (AN “INSTITUTIONAL ACCREDITED INVESTOR”), OR (C) IT IS NOT A U.S. PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT), AND (2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT SHALL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY: (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (D) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 901 OF REGULATION S UNDER THE SECURITIES ACT, (E) IN A PRINCIPAL AMOUNT OF NOT LESS THAN $250,000, TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, DELIVERS TO THE TRUSTEE A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE, OR (F) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF WHICH MAY BE OBTAINED FROM THE TRUSTEE) MUST BE DELIVERED TO THE TRUSTEE. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(E) OR (F) ABOVE, THE COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS,
 
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CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE INDENTURE CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING RESTRICTIONS.”
(B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to clauses (b)(4), (c)(3), (c)(4), (d)(2), (d)(3), (e)(2) or (e)(3) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) will not bear the Private Placement Legend.
(2) Global Note Legend. Each Global Note will bear a legend in substantially the following form:
“THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.01 AND SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER
 
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ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”
(3) Affiliate Legend. Each Special 144A Global Note will bear a legend in substantially the following form:
“INTERESTS IN THIS GLOBAL NOTE MAY BE HELD BY AFFILIATES (AS DEFINED IN RULE 405 UNDER THE SECURITIES ACT) OF THE COMPANY. OR BY PERSONS WHO HAVE ACQUIRED SUCH INTERESTS FROM AN AFFILIATE IN A TRANSACTION OR CHAIN OF TRANSACTIONS NOT INVOLVING ANY PUBLIC OFFERING. ACCORDINGLY, EXCEPT AS PERMITTED BY THE INDENTURE, INTERESTS IN THIS GLOBAL NOTE MAY NOT BE TRANSFERRED OR EXCHANGED FOR INTERESTS IN AN UNRESTRICTED GLOBAL NOTE (AS DEFINED IN THE INDENTURE) UNTIL THE DATE THAT IS ONE YEAR (OR SUCH SHORTER PERIOD AS MAY BE PERMITTED BY THE INDENTURE AND RULE 144 UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION THEREOF)) AFTER THE LAST DATE ON WHICH EITHER THE COMPANY OR ANY AFFILIATE THEREOF WAS THE OWNER OF SUCH INTEREST.”
(g) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be returned to or retained and canceled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note will be increased accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.
(h) General Provisions Relating to Transfers and Exchanges .
(1) To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.
 
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(2) No service charge will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 4.10, 4.15 and 9.05 hereof).
(3) The Registrar will not be required to register the transfer of or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.
(4) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.
(5) Neither the Registrar nor the Company will be required:
(A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of 15 Business Days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection;
(B) to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or
(C) to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.
(6) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary.
(7) The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.02 hereof.
(8) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile.
(9) Neither the Trustee nor any Agent shall have any obligation or duty to monitor, determine or inquire as to compliance with any tax or securities laws with respect to any restrictions on transfer imposed under this Indenture or under applicable law (including any transfers between or among Depositary Participants, Indirect Participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.
 
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(i) Automatic Exchange from Restricted Global Note to Unrestricted Global Note. At the option of the Company and upon compliance with the following procedures, beneficial interests in a Restricted Global Note (other than a Special 144A Global Note) shall be exchanged for beneficial interests in an Unrestricted Global Note. In order to effect such exchange, the Company shall provide written notice to the Trustee instructing the Trustee to (i) direct the Depositary to transfer the specified amount of the outstanding beneficial interests in a particular Restricted Global Note (other than a Special 144A Global Note) to an Unrestricted Global Note and provide the Depositary with all such information as is necessary for the Depositary to appropriately credit and debit the relevant Holder accounts and (ii) provide prior written notice to all Holders of such exchange, which notice must include the date such exchange is proposed to occur, the CUSIP number of the relevant Restricted Global Note and the CUSIP number of the Unrestricted Global Note into which such Holders’ beneficial interests will be exchanged. As a condition to any such exchange pursuant to this Section 2.06(i), the Trustee shall be entitled to receive from the Company, and rely upon conclusively without any liability, an Officer’s Certificate and an Opinion of Counsel to the Company, in form and in substance reasonably satisfactory to the Trustee, to the effect that such transfer of beneficial interests to the Unrestricted Global Note shall be effected in compliance with the Securities Act. The Company may request from Holders such information it reasonably determines is required in order to be able to deliver such Officer’s Certificate and Opinion of Counsel. Upon such exchange of beneficial interests pursuant to this Section 2.06(i), the Registrar shall reflect on its books and records the date of such transfer and a decrease and increase, respectively, in the principal amount of the applicable Restricted Global Note and the Unrestricted Global Note, respectively, equal to the principal amount of beneficial interests transferred. Following any such transfer pursuant to this Section 2.06(i) of all of the beneficial interests in a Restricted Global Note, such Restricted Global Note shall be cancelled.
(j) Transfers of Securities Held by Affiliates. Notwithstanding anything to the contrary in this Section 2.06, unless otherwise permitted by the Company, any Note or interest therein (i) that has been transferred to an affiliate (as defined in Rule 405 of the Securities Act) of the Company, as evidenced by a notation on the certificate of transfer or certificate of exchange for such transfer or in the representation letter delivered in respect thereof, or (ii) that has been acquired from an affiliate (other than by an affiliate) in a transaction or a chain of transactions not involving any public offering, as evidenced by a notation on the certificate of transfer or certificate of exchange for such transfer or in the representation letter delivered in respect thereof, shall, until one year after the last date on which either the Company or any affiliate of the Company was an owner of such Note, in each case, be in the form of either (A) a Restricted Global Note bearing the Affiliate Legend and a restricted CUSIP number different from the CUSIP number borne by any 144A Global Note or any Regulation S Global Note (a “ Special 144A Global Note ”) or a permanent Definitive Note bearing the Private Placement Legend and the Affiliate Legend and, in each case, shall be subject to the restrictions in this Section 2.06; provided that, with respect to any beneficial interest in a Special 144A Global Note or any Definitive Note held by a Person who is not an affiliate of the Company but who acquired such beneficial interest or Definitive Note from an affiliate of the Company, such Person may
 
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exchange such beneficial interest or Definitive Note for a beneficial interest in a Global Note that is not a Special 144A Global Note or that is a Definitive Note not bearing the Affiliate Legend, as the case may be, or may transfer such beneficial interest or Definitive Note to a Person who takes delivery in the form of a Global Note that is not a Special 144A Global Note or that is a Definitive Note not bearing the Affiliate Legend, as the case may be, prior to the end of such one-year period if (x) such beneficial interest or Definitive Note would be freely tradable following such exchange or transfer pursuant to Rule 144 under the Securities Act or another applicable provision of the Securities Act or the rules and regulations thereunder and (y) such exchange or transfer is otherwise in accordance with Section 2.06 of this Indenture, including the second paragraph of this Section 2.06(j).
Any Person who is not an affiliate of the Company but who acquired such beneficial interest or Definitive Note from an affiliate of the Company and who wishes to (1) exchange such beneficial interest or Definitive Note for a beneficial interest in a Global Note that is not a Special 144A Global Note or that is a Definitive Note not bearing the Affiliate Legend, as the case may be, or (2) transfer such beneficial interest or Definitive Note to a Person who takes delivery in the form of a Global Note that is not a Special 144A Global Note or that is a Definitive Note not bearing the Affiliate Legend shall, in addition to complying with any other applicable requirements of this Section 2.06, deliver to the Company and the Registrar a certificate substantially in the form of Exhibit B, or substantially in the form of Exhibit C, as applicable. In addition, if the Registrar or the Company so requests, the transferring Person shall deliver such other documentation as the Registrar or Company may request to the effect that such exchange or transfer is in compliance with the Securities Act, that the transferee shall receive freely tradable securities pursuant to Rule 144 or other applicable provisions of the Securities Act or the rules and regulations thereunder or as to such other matters as the Registrar or the Company may reasonably request.
If the Registrar or the Company so requests, any affiliate of the Company that wishes to transfer or exchange a Note or a beneficial interest therein shall deliver such documentation as the Registrar or Company may request to the effect that such transfer or exchange is in compliance with the Securities Act or as to such other matters as the Registrar or the Company may reasonably request.
The Registrar shall retain copies of all letters, notices, Opinions of Counsel, certificates or other written communications received pursuant to this Section 2.06(j). The Company, at its sole cost and expense, shall have the right to inspect and make copies of all such letters, notices, Opinions of Counsel, certificates or other written communications at any reasonable time upon the giving of reasonable advance written notice to the Trustee.
Section 2.07 Replacement Notes.
(a) If any mutilated Note is surrendered to the Trustee or the Company and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Company will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Note if the Trustee’s requirements are met. If required by the Trustee or the Company, an indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Company may charge for its expenses in replacing a Note.
 
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(b) Every replacement Note is an additional obligation of the Company and will be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.
Section 2.08 Outstanding Notes.
(a) The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; however, Notes held by the Company or an Affiliate of the Company shall not be deemed to be outstanding for purposes of Section 3.07(a) and Section 9.02(a) hereof.
(b) If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser.
(c) If the principal amount and premium, if any, of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.
(d) If the Paying Agent (other than the Company, a Subsidiary of the Company or an Affiliate of any thereof) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date, and is not prohibited from paying such money to the Holders pursuant to the terms of this Indenture then on and after that date such Notes will be deemed to be no longer outstanding and will cease to accrue interest.
Section 2.09 Treasury Notes.
In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company or any Affiliate of the Company, will be considered as though not outstanding, except that for the purposes of determining whether the Trustee will be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee knows are so owned will be so disregarded.
Section 2.10 Temporary Notes.
(a) Until certificates representing Notes are ready for delivery, the Company may prepare and the Trustee, upon receipt of an Authentication Order, will authenticate temporary Notes. Temporary Notes will be substantially in the form of certificated Notes but may have variations that the Company considers appropriate for temporary Notes and as may be reasonably acceptable to the Trustee. Without unreasonable delay, the Company will prepare and the Trustee will authenticate definitive Notes in exchange for temporary Notes.
 
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(b) Holders of temporary Notes will be entitled to all of the benefits of this Indenture.
Section 2.11 Cancellation.
The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent will forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else will cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and will dispose of such canceled Notes in its customary manner (subject to the record retention requirement of the Exchange Act). Certification of the destruction of all canceled Notes will be delivered to the Company. The Company may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.
Section 2.12 Defaulted Interest.
If the Company defaults in a payment of interest on the Notes, it will pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Company will notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Company will fix or cause to be fixed each such special record date and payment date; provided that no such special record date may be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) will mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.
Section 2.13 CUSIP and ISIN Numbers.
The Company in issuing the Notes may use “CUSIP” and “ISIN” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” and “ISIN” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee in writing of any change in the “CUSIP” and “ISIN” numbers.
 
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Section 2.14 Deposit of Moneys.
No later than 11:00 a.m. Eastern Standard Time one Business Day prior to each due date of the principal of, interest and premium (if any) on any Note and the Stated Maturity date of the Notes, the Company shall deposit with the Principal Paying Agent in immediately available funds money in euro sufficient to make cash payments, if any, due on such day or date, as the case may be, in a timely manner which permits the Trustee or relevant Paying Agent to remit payment to the Holders on such day or date, as the case may be. Subject to actual receipt of such funds as provided by this Section 2.14 by the designated Paying Agent, such Paying Agent shall make payments on the Notes in accordance with the provisions of this Indenture. The Company shall promptly notify the Trustee and the Paying Agents of its failure to so act.
For the avoidance of doubt, no Paying Agent shall be required to make any payment unless it is satisfied that it has received or will receive sufficient funds to make full payment from the Company. The Paying Agents shall be entitled to make payments net of any taxes or other sums that are to be withheld or deducted as required by applicable law.
Section 2.15 Agents.
(a) Actions of Agents . The rights, powers, duties and obligations and actions of each Agent under this Indenture are several and not joint or joint and several.
(b) Agents of Trustee . The Company and the Agents acknowledge and agree that in the event of an Event of Default, the Trustee may, by notice in writing to the Company and the Agents, require that the Agents act as agents of, and take instructions exclusively from, the Trustee. Until they have received such written notice from the Trustee, the Agents shall act solely as agents of the Company and need have no concern for the interests of the Holders.
(c) Moneys Held . The Agents hold all funds as banker subject to the terms of this Indenture and as a result, such money will not be held in accordance with the rules established by the FSA in the FSA’s Handbook of rules and guidance from time to time in relation to client money.
(d) Publication of Notices . Any obligation the Agents may have to publish a notice to Holders of Global Notes on behalf of the Company will have been met upon delivery of the notice to Euroclear and/or Clearstream, as applicable.
(e) Authorized Signatories . The Company shall provide the Agents with a certified list of authorized signatories within a reasonable time following a request for such list by an Agent.
(f) Instructions . The Agents shall be entitled to refrain, without liability, from acting pursuant to any instructions where such instructions are equivocal, unclear or conflicting. Such Agent will notify the party providing it with any instruction of it considers such instruction to be equivocal, unclear or conflicting.
 
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ARTICLE 3
REDEMPTION AND PREPAYMENT
Section 3.01 Notices to Trustee.
If the Company elects to redeem Notes pursuant to the optional redemption provisions of Section 3.07 hereof, it must furnish to the Trustee, at least 30 days but not more than 60 days before a redemption date, or such shorter notice period as the Trustee and Company shall agree, an Officer’s Certificate setting forth:
(1) the clause of this Indenture pursuant to which the redemption shall occur;
(2) the redemption date and record date;
(3) the principal amount of the Notes to be redeemed;
(4) the redemption price; and
(5) the applicable CUSIP and ISIN Numbers.
Section 3.02 Selection of Notes to Be Redeemed.
(a) If less than all of the Notes are to be redeemed at any time, the Trustee will select Notes for redemption or purchase as follows:
(1) if the Notes are listed on any securities exchange, in compliance with the requirements of the principal securities exchange on which the Notes are listed and in compliance with the requirements of DTC; or
(2) if the Notes are not listed on any securities exchange or such exchange prescribes no method of selection and the Notes are not held through DTC or DTC prescribes no method of selection, on a pro rata basis.
The Trustee shall not be liable for any selection made by it in accordance with this Section, 3.02(a).
(b) In the event of partial redemption or purchase by lot, the particular Notes to be redeemed or purchased will be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee from the outstanding Notes not previously called for redemption.
(c) The Trustee will promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption or purchase, the principal amount thereof to be redeemed. Notes and portions of Notes selected will be in amounts of $150,000 or whole multiples of $1,000 in excess of $150,000; provided that no Notes of $150,000 or less shall be redeemed in part. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.
 
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Section 3.03 Notice of Redemption.
(a) At least 30 days but not more than 60 days before a redemption date, the Company will mail or cause to be mailed by first class mail, (or, for so long as any Notes are represented by Global Notes, delivered in compliance with the requirements of DTC), a notice of redemption to each Holder whose Notes are to be redeemed at its registered address, with a copy to the Trustee, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture pursuant to Articles 8 or 11 hereof.
(b) The notice will identify the Notes (including CUSIP or ISIN Numbers) to be redeemed and will state:
(1) the redemption date;
(2) the redemption price;
(3) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion will be issued upon cancellation of the original Note;
(4) the name and address of the Paying Agent;
(5) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;
(6) that, unless the Company defaults in making such redemption payment, or the relevant Paying Agent is prohibited from making such payment pursuant to the terms of this Indenture, interest on Notes called for redemption ceases to accrue on and after the redemption date;
(7) the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed;
(8) that no representation is made as to the correctness or accuracy of the CUSIP or ISIN number, if any, listed in such notice or printed on the Notes; and
(9) if in connection with any conditional notice of redemption pursuant to Section 3.07(e) hereof, any condition to the related redemption.
(c) At the Company’s written request, the Trustee will give the notice of redemption in the Company’s name and at its expense; provided, however, that the Company has delivered to the Trustee, at least 30 days prior to the redemption date, (i) an Officer’s Certificate requesting that the Trustee give such notice and (ii) the form of such notice to be given which will include the information required in Section 3.03(b).
(d) Notwithstanding the foregoing, no notice of redemption pursuant to Section 3.07(e) shall be given earlier than 90 days prior to the earliest date on which the Company would, but for such redemption, be obligated to make such payment or withholding or later than 365 days after the Company first becomes liable to make such payment or withholding.
 
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Section 3.04 Effect of Notice of Redemption.
Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price, except as provided for in Section 3.07(h) hereof. The notice, if mailed in accordance with Section 3.03 hereof, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to give such notice by mail or any defect in the notice to the Holder designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note.
Section 3.05 Deposit of Redemption Price.
(a) Prior to 10:00 AM Eastern Time on the redemption date, the Company will deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price of and accrued interest, if any, on all Notes to be redeemed on that date. The Trustee or the Paying Agent will promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption price of, and accrued interest and Additional Interest, if any, on, all Notes to be redeemed. Neither the Trustee nor any Agent shall be required to pay out any money without first having confirmed that it has actually been provided funds sufficient to make such payment.
(b) If the Company complies with the provisions of Section 3.05(a), on and after the redemption date, interest will cease to accrue on the Notes or the portions of Notes called for redemption unless the relevant Paying Agent is prohibited from making such redemption payment pursuant to the terms of this Indenture. If a Note is redeemed on or after an interest record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption is not so paid upon surrender for redemption because of the failure of the Company to comply with Section 3.05(a), interest shall be paid on the unpaid principal, from the redemption date until such principal is paid, and to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.
Section 3.06 Notes Redeemed in Part.
Upon surrender of a Note that is redeemed in part, the Company will issue and, upon receipt of an Authentication Order, the Trustee will authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered, provided that each new Note will be in a principal amount of $150,000 or an integral multiple of $1,000 in excess of $150,000. It is understood that, notwithstanding anything in this Indenture to the contrary, only an Authentication Order and not an Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate such new Note.
 
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Section 3.07 Optional Redemption.
(a) At any time and from time to time prior to January 29, 2016, the Company may redeem Notes with the net cash proceeds received by the Company from any Equity Offering at a redemption price equal to 107.375% plus accrued and unpaid interest, if any, to the applicable redemption date, subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date, in an aggregate principal amount for all such redemptions not to exceed 40% of the original aggregate principal amount of the Notes (including any Additional Notes), provided that:
(1) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering, and
(2) not less than 50% of the original aggregate principal amount of the Notes issued under this Indenture (including any Additional Notes) remains outstanding immediately thereafter (excluding Notes held by the Company or any of its Restricted Subsidiaries).
Except pursuant to this Section 3.07(a) or as otherwise set forth below, the Notes will not be redeemable at the Company’s option prior to January 29, 2016. The Company will not, however, be prohibited from acquiring the Notes by means other than a redemption, whether pursuant to a tender offer, open market purchase or otherwise, so long as the acquisition does not violate the terms of this Indenture.
(b) At any time and from time to time on or after January 29, 2016, the Company may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest, if any, on the Notes redeemed, to the applicable redemption date, subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on January 29 th of the year indicated below:

Year	  	Percentage	 	
2016	  	 	105.531	% 	
2017	  	 	103.668	% 	
2018	  	 	101.844	% 	
2019 and thereafter	  	 	100.000	% 	
Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(c) At any time prior to January 29, 2016, the Company may redeem up to 10% of the original principal amount of the Notes issued under this Indenture (including any Additional Notes issued under this Indenture after the Issue Date) during each twelve-month period commencing with the Issue Date at a redemption price of 103% of the aggregate principal amount thereof plus accrued and unpaid interest to the redemption date.
 
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(d) At any time prior to January 29, 2016, the Company may redeem the Notes in whole or in part, at its option, upon not less than 30 nor more than 60 days’ prior notice at a redemption price equal to 100% of the principal amount of such Notes plus the Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable redemption date, subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date.
(e) The Company may, at its option, redeem the Notes, in whole but not in part, at any time upon not less than 30 days’ nor more than 60 days’ notice to the holders, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the redemption date, premium, if any, and all Additional Amounts, if any, then due and which will become due on the date of redemption as a result of the redemption or otherwise, if the Company determines in good faith that the Company or any Guarantor is, or on the next date on which any amount would be payable in respect of the Notes, would be obligated to pay Additional Amounts in respect of the Notes pursuant to the terms and conditions thereof, which the Company or such Guarantor, as the case may be, cannot avoid by the use of reasonable measures available to it (including, without limitation, making payment through a paying agent located in another jurisdiction), as a result of:
(i) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction affecting taxation which becomes effective on or after the Issue Date or, in the case of a Relevant Taxing Jurisdiction that arises after the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under this Indenture (or, in the case of a successor Person, after the date of assumption by the successor person of the obligations thereunder); or
(ii) any change in the official application, administration, or interpretation of the laws, regulations or rulings of any Relevant Taxing Jurisdiction (including a holding, judgment, or order by a court of competent jurisdiction), on or after the Issue Date or, in the case of a Relevant Taxing Jurisdiction that has arisen after the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under this Indenture (or, in the case of a successor Person, after the date of assumption by the successor person of the obligations thereunder) (each of the foregoing clauses (a) and (b), a “ Change in Tax Law ” ).
In the case of any redemption undertaken pursuant to this Section 3.07(e), prior to the mailing of any notice of redemption, the Company will deliver to the Trustee:
(a) an Officer’s Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Company so to redeem the Notes have occurred (including that such obligation to pay such Additional Amounts cannot be avoided by the Company or any Guarantor or surviving entity taking reasonable measures available to it); and
 
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(b) a written opinion of independent legal counsel of recognized standing qualified under the laws of the Relevant Taxing Jurisdiction and reasonably satisfactory to the Trustee to the effect that the Company or a Guarantor or surviving entity, as the case may be, is or would be obligated to pay such Additional Amounts as a result of a Change in Tax Law.
The Trustee will accept, and shall be entitled to rely on, such Officer’s Certificate and opinion as sufficient evidence of the satisfaction of the conditions precedent described above, without further inquiry.
Notwithstanding the foregoing, the Company may not redeem the Notes under this Section 3.07(e) if a Relevant Taxing Jurisdiction changes under this Indenture and the Company is obligated to pay Additional Amounts as a result of a Change in Tax Law of such Relevant Taxing Jurisdiction which was officially announced at the time the latter became a Relevant Taxing Jurisdiction.
In the case of a Guarantor that becomes a party to this Indenture after the Issue Date or a successor person (including a surviving entity), the Change in Tax Law must become effective after the date that such entity (or another person organized or resident in the same jurisdiction) becomes a party to this Indenture. In the case of Additional Amounts required to be paid as a result of the Company conducting business in an Additional Taxing Jurisdiction, the Change in Tax Law must become effective after the date the Company begins to conduct the business giving rise to the relevant withholding or deduction.
Notwithstanding the foregoing, no such notice of redemption will be given (a) earlier than 90 days prior to the earliest date on which the Company or any Guarantor, would be obliged to make such payment of Additional Amounts or withholding if a payment in respect of the Notes or the relevant Note Guarantee, as the case may be, were then due and (b) unless at the time such notice is given, the obligation to pay Additional Amounts remains in effect.
(f) Prior to the mailing of any notice of redemption of the Notes pursuant to Section 3.07(e), the Company will deliver to the Trustee an opinion of an independent tax counsel of recognized international standing to the effect that the circumstances referred to in Section 3.07(e) exist. The Trustee shall accept such opinion as sufficient evidence of the satisfaction of the conditions precedent above, which opinion shall then be conclusive and binding on the Holders of Notes.
(g) Any redemption pursuant to this Section 3.07 shall be made pursuant to and in compliance with the provisions of Sections 3.01 through 3.06 hereof.
 
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(h) Any notice of any redemption pursuant to this Section 3.07 may be given prior to the redemption thereof, and any such redemption or notice may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an Equity Offering or other corporate transaction. In the event that any conditional notice of redemption pursuant to this Section 3.07(h) is rescinded by the Company, the Company or the Company shall promptly deliver an Officer’s Certificate to the Trustee instructing it to notify the Depositary to rescind such notice in accordance with the Applicable Procedures. The Company will mail or cause to be mailed, by first class mail, a notice of such redemption having been rescinded to each Holder whose Notes were to be redeemed at its registered address.
Section 3.08 Mandatory Redemption.
The Company shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.
Section 3.09 Calculation of Redemption Price.
Neither the Trustee nor any Agent shall have an obligation to calculate the redemption price of any Notes.
ARTICLE 4
COVENANTS
Section 4.01 Payment of Notes.
(a) The Company will pay or cause to be paid the principal of, premium, if any, and interest, if any, on, the Notes on the dates and in the manner provided in the Notes. Principal and premium, if any, will be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary of the Company, holds as of 11:00 a.m. Eastern Time on the Business Day immediately preceding the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal of and premium, if any, then due, and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture.
(b) The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate specified therefor in the Notes, and it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest at the same rate borne by the Notes to the extent lawful.
Section 4.02 Maintenance of Office or Agency.
(a) The Company will maintain in the Borough of Manhattan, the City of New York, an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or
 
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for exchange and where notices and demands to or upon the Company (other than the type contemplated by Section 13.13) in respect of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company fails to maintain any such required office or agency or fails to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the office of the Paying Agent.
(b) The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however , that no such designation or rescission will in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, the City of New York for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.
(c) The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03 hereof.
Section 4.03 Reports.
(a) So long as any Notes are outstanding, the Company will furnish to the Trustee:
(1) within 120 days (150 days in the case of the fiscal year containing the Issue Date) after the end of each fiscal year, information regarding the Company and its consolidated subsidiaries with a level and type of detail that is substantially comparable in all material respects to information in the Offering Circular entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Restricted Group”; (ii) pro forma income statement and balance sheet information of the Company, together with explanatory footnotes, for any material acquisitions, dispositions or recapitalizations on a consolidated basis that have occurred since the beginning of the most recently completed fiscal year as to which such annual report relates (unless such pro forma information has been provided in a previous report pursuant to clause (2) or (3) hereunder) (provided that such pro forma financial information will be provided only to the extent available without unreasonable expense); (iii) the audited consolidated balance sheet of the Company as at the end of the most recent two fiscal years and audited consolidated income statements and statements of cash flow of the Company for the most recent three fiscal years, including appropriate footnotes to such financial statements, for and as at the end of such fiscal years and the report of the independent auditors on the financial statements; (iv) a description of the management and shareholders of the Company, all material affiliate transactions and a description of all material debt instruments; and (v) a description of material risk factors and material subsequent events; provided that the information described in clauses (iv) and (v) may be provided in the footnotes to the audited financial statements;
 
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(2) within 60 days (75 days in the case of the first fiscal quarter after the Issue Date) after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports of the Company containing the following information: (i) the Company’s unaudited condensed consolidated balance sheet as at the end of such quarter and unaudited condensed statements of income and cash flow for the most recent quarter and year to date periods ending on the unaudited condensed balance sheet date and the comparable prior year periods, together with condensed footnote disclosure; (ii) pro forma income statement and balance sheet information of the Company, together with explanatory footnotes, for any material acquisitions, dispositions or recapitalizations on a consolidated basis that have occurred since the beginning of the most recently completed fiscal quarter as to which such quarterly report relates (provided that such pro forma financial information will be provided only to the extent available without unreasonable expense); (iii) information regarding the Company and its consolidated subsidiaries with a level and type of detail that is substantially comparable in all material respects to information in the section of the Offering Circular entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Restricted Group”; (iv) a discussion of changes in material debt instruments since the most recent report and (v) material subsequent events and any material changes to the risk factors disclosed in the most recent annual or quarterly report; provided that the information described in clauses (iv) and (v) may be provided in the footnotes to the audited financial statements; and
(3) within the time periods specified for filing Current Reports on Form 8-K after the occurrence of each event that would have been required to be reported in a Current Report on Form 8-K under the Exchange Act if the Company had been a reporting company under the Exchange Act, current reports containing substantially all of the information that would have been required to be contained in a Current Report on Form 8-K under the Exchange Act if the Company had been a reporting company under the Exchange Act; provided further , however, that no such current report will be required to be furnished if the Company determines in its good faith judgment that such event is not material to noteholders or the business, assets, operations, financial positions or prospects of the Company and its Restricted Subsidiaries, taken as a whole,
provided , however, that such reports (A) will not be required to comply with Section 302 or Section 404 of the Sarbanes-Oxley Act of 2002, or related Items 307 and 308 of Regulation S-K promulgated by the SEC, or Items 301 or 302 of Regulation S-K, or Item 10(e) of Regulation S-K (with respect to any non-GAAP financial measures contained therein) and (B) will not be required to contain the separate financial information for Guarantors contemplated by Rule 3-10 of Regulation S-X promulgated by the SEC (except that percentage disclosure of the revenues, assets and liabilities of the Guarantors and Non-Guarantors shall be included in the form provided in the Offering Circular).
(b) In addition, the Company shall furnish to the noteholders and to prospective investors, upon the request of such parties, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act for so long as the Notes are not freely transferable under the Securities Act.
 
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(c) All financial statement information shall be prepared in accordance with IFRS as in effect on the date of such report or financial statement (or otherwise on the basis of IFRS as then in effect) and on a consistent basis for the periods presented, except as may otherwise be described in such information; provided, however , that the reports set forth in Section 4.03(a)(1), (2) and (3) above may, in the event of a change in IFRS, present earlier periods on a basis that applied to such periods. The reports set forth above will not be required to contain any reconciliation to U.S. generally accepted accounting principles.
(d) So long as any Notes are outstanding, the Company will also:
(1) issue a press release to an internationally recognized wire service no fewer than three Business Days prior to the first public disclosure of the annual and quarterly reports required by Sections 4.03(a)(1) and (2) a notice announcing the date on which such reports will become publicly available and directing noteholders, prospective investors, broker-dealers and securities analysts to contact the investor relations office of the Company to obtain copies of such reports;
(2) within 10 Business Days after furnishing to the Trustee the annual and quarterly reports required by Sections 4.03(a)(1) and (2), hold a conference call to discuss such reports and the results of operations for the relevant reporting period;
(3) issue a press release to an internationally recognized wire service, or post a notice on the online data system on which the reports required by this Section 4.03 have been posted, no fewer than three Business Days prior to the date of the conference call required to be held in accordance with this Section 4.03(c), a notice announcing the time and date of such conference call and either including all information necessary to access the call or directing noteholders, prospective investors, broker-dealers and securities analysts to contact the appropriate person at the Company to obtain such information; and
(4) maintain a website (which may be password protected) to which noteholders, prospective investors, broker-dealers and securities analysts are given access and to which all of the reports and press releases required by this Section 4.03 are posted.
(e) At any time that any of the Company’s Subsidiaries are Unrestricted Subsidiaries and any such Unrestricted Subsidiary or a group of Unrestricted Subsidiaries, taken as a whole, constitutes a Significant Subsidiary of the Company, then the quarterly and annual financial information required by Section 4.03(a) will include, in addition to the information to be furnished pursuant to such paragraph:
(1) in the case of annual reports, (i) the consolidated balance sheet of the Restricted Group as at the end of the most recent two fiscal years (only to the extent such fiscal year ends after January 1, 2012) and consolidated income statements and statements of cash flow of the Restricted Group for the most recent three fiscal years (only to the extent such fiscal year ends after January 1, 2012), including appropriate footnotes to such financial statements, for and as at the end of such fiscal years, and (ii) information regarding the Restricted Group with a level and type of detail that is substantially comparable in all material respects to information in the section of the Offering Circular entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Restricted Group”;
 
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(2) in the case of quarterly reports, information regarding the Restricted Group with a level and type of detail that is substantially comparable in all material respects to information in the section of the Offering Circular entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Restricted Group;” and
(3) pro forma income statement and balance sheet information of the Restricted Group, together with explanatory footnotes, for any material acquisitions, dispositions or recapitalizations that have occurred since the beginning of the most recently completed fiscal year or quarter, as applicable.
(f) For purposes this Section 4.03, an acquisition or disposition shall be deemed to be material if the entity or business acquired or disposed of represents greater than 20% of the Company’s or the Restricted Group’s, as the case may be, (a) Consolidated Net Income or Consolidated EBITDA for the most recent four quarters for which annual or quarterly financial reports have been delivered to the Trustee or (b) consolidated assets as of the last day of the most recent quarter for which annual or quarterly financial reports have been delivered to the Trustee.
(g) All reports provided pursuant to this Section 4.03 shall be made in the English language. In the event that (i) the Company becomes subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, or elects to comply with such provisions, for so long as it continues to file the reports required by Section 13(a) with the SEC or (ii) the Company elects to provide to the Trustee reports which, if filed with the SEC, would satisfy (in the good faith judgment of the Company) the reporting requirements of Section 13(a) or 15(d) of the Exchange Act (other than the provision of U.S. GAAP information, certifications, exhibits or information as to internal controls and procedures), for so long as it elects, the Company will make available to the Trustee such annual reports, information, documents and other reports that the Company is, or would be, required to file with the SEC pursuant to such Section 13(a) or 15(d). Upon complying with the foregoing requirement, the Company will be deemed to have complied with the provisions contained in the preceding paragraphs. Nothing herein shall be construed so as to require the Company to include in the foregoing reports any information specified in Rule 3-16 of Regulation S-X.
(h) In the event that any Parent of the Company becomes a guarantor of the Notes, the Company may satisfy its obligations pursuant to this Section 4.03 with respect to financial information relating to the Company by furnishing financial information relating to such Parent; provided that, to the extent it would be required by Rule 3-10 of Regulation S-X promulgated by the SEC, the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such Parent, on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a standalone basis, on the other hand.
 
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(i) Delivery of such reports, information and documents to the Trustee pursuant to foregoing paragraphs is for informational purposes only, and the Trustee’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to certificates).
Section 4.04 Compliance Certificate.
(a) The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company (beginning with the fiscal year ended December 31, 2013) an Officer’s Certificate stating that in the course of the performance by the signers of his or her duties as Officer he or she would normally have knowledge of any Default and whether or not the signers know of any Default that occurred during such period. If he or she does, the certificate shall describe the Default, its status and what action the Company is taking or proposes to take with respect thereto.
(b) So long as any of the Notes are outstanding, the Company will deliver to the Trustee, forthwith upon any Officer becoming aware of any Default or Event of Default, an Officer’s Certificate specifying such Default or Event of Default and what action the Company is taking or propose to take with respect thereto.
Section 4.05 Taxes.
The Company shall pay, and shall cause each of its Restricted Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate negotiations or proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes.
Section 4.06 Stay, Extension and Usury Laws.
The Company and each of the Guarantors covenant (to the extent that they may lawfully do so) that they shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Company and each of the Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant that they shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.
Section 4.07 Restricted Payments.
(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:
(1) declare or pay any dividend or make any distribution on or in respect of the Company’s or any Restricted Subsidiary’s Capital Stock (including any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) except:
(a) dividends or distributions payable in Capital Stock of the Company (other than Disqualified Stock) or in options, warrants or other rights to purchase such Capital Stock of the Company; and
 
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(b) dividends or distributions payable to the Company or a Restricted Subsidiary (and, in the case of any such Restricted Subsidiary making such dividend or distribution, to holders of its Capital Stock other than the Company or another Restricted Subsidiary on no more than a pro rata basis);
(2) purchase, redeem, retire or otherwise acquire for value any Capital Stock of the Company or any Parent of the Company held by Persons other than the Company or a Restricted Subsidiary of the Company;
(3) purchase, repurchase, redeem, defease or otherwise acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated Indebtedness (other than (a) any such purchase, repurchase, redemption, defeasance or other acquisition or retirement in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case, due within one year of the date of purchase, repurchase, redemption, defeasance or other acquisition or retirement and (b) any Indebtedness Incurred pursuant to Section 4.09(b)(3)); or
(4) make any Restricted Investment;
(any such dividend, distribution, purchase, redemption, repurchase, defeasance, other acquisition, retirement or Restricted Investment referred to in clauses (1) through (4) are referred to herein as a “ Restricted Payment ” ), if at the time the Company or such Restricted Subsidiary makes such Restricted Payment:
(a) a Default shall have occurred and be continuing (or would result immediately thereafter therefrom);
(b) the Company is not able to Incur an additional $1.00 of Indebtedness pursuant to Section 4.09(a) after giving effect, on a pro forma basis, to such Restricted Payment; or
(c) the aggregate amount of such Restricted Payment and all other Restricted Payments made subsequent to the Issue Date (including Permitted Payments permitted below by clauses (1) (without duplication of a Restricted Payment represented by the declaration of a dividend or distribution), (6), (10) and (11) of Section 4.07(b), but excluding all other Restricted Payments permitted by Section 4.07(b)) would exceed the sum of (without duplication):
(i) 50% of Consolidated Net Income for the period (treated as one accounting period) from the first day of the first fiscal quarter commencing on January 1, 2013 to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment for which internal consolidated financial statements of the Company are available (or, in the case such Consolidated Net Income is a deficit, minus 100% of such deficit);
 
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(ii) 100% of the aggregate Net Cash Proceeds, and the fair market value of property or assets or marketable securities, received by the Company from the issue or sale of its Capital Stock (other than Disqualified Stock or Designated Preferred Stock) or as a result of a merger or consolidation (the consideration for which is Capital Stock of the Company) with another Person subsequent to the Issue Date or otherwise contributed to the equity (other than through the issuance of Disqualified Stock or Designated Preferred Stock) of the Company subsequent to the Issue Date (other than (w) Net Cash Proceeds or property or assets or marketable securities received from an issuance or sale of such Capital Stock to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Company or any Subsidiary of the Company for the benefit of its employees to the extent funded by the Company or any Restricted Subsidiary, (x) Net Cash Proceeds to the extent such Net Cash Proceeds have been used to Incur Indebtedness pursuant to Section 4.09(b)(10), (y) Net Cash Proceeds or property or assets or marketable securities to the extent that any Restricted Payment has been made from such proceeds in reliance on Section 4.07(b)(6) and (z) Excluded Contributions);
(iii) 100% of the aggregate Net Cash Proceeds, and the fair market value of property or assets or marketable securities, received by the Company or any Restricted Subsidiary from the issuance or sale (other than to the Company or a Restricted Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any Subsidiary of the Company for the benefit of their employees to the extent funded by the Company or any Restricted Subsidiary) by the Company or any Restricted Subsidiary subsequent to the Issue Date of any Indebtedness, Disqualified Stock or Designated Preferred Stock that has been converted into or exchanged for Capital Stock of the Company (other than Disqualified Stock or Designated Preferred Stock) plus, without duplication, the amount of any cash, and the fair market value of property or assets or marketable securities, received by the Company or any Restricted Subsidiary upon such conversion or exchange;
(iv) 100% of the aggregate amount received in cash and the fair market value of marketable securities or other property received by means of: (i) the sale or other disposition (other than to the Company or a Restricted Subsidiary) of Restricted Investments made by the Company or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Company or its Restricted Subsidiaries and repayments of loans or advances, and releases of
 
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guarantees, which constitute Restricted Investments by the Company or its Restricted Subsidiaries, in each case after the Issue Date; or (ii) the sale (other than to the Company or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than in each case to the extent of the amount of the Investment in such Unrestricted Subsidiary made by the Company or a Restricted Subsidiary pursuant to Section 4.07(b)(10) or (14) or to the extent of the amount of the Investment that constituted a Permitted Investment) or a dividend from an Unrestricted Subsidiary after the Issue Date; and
(v) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger or consolidation of an Unrestricted Subsidiary into the Company or a Restricted Subsidiary or the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to the Company or a Restricted Subsidiary after the Issue Date, the fair market value of the Investment in such Unrestricted Subsidiary (or the assets transferred), as determined in good faith by the Company at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger or consolidation or transfer of assets (after taking into consideration any Indebtedness associated with the Unrestricted Subsidiary so designated or merged or consolidated or Indebtedness associated with the assets so transferred), other than to the extent of the amount of the Investment in such Unrestricted Subsidiary made by the Company or a Restricted Subsidiary pursuant to Section 4.07(b)(10) or (14) or to the extent of the amount of the Investment that constituted a Permitted Investment.
(b) The provisions of Section 4.07(a) hereof will not prohibit any of the following (collectively, “ Permitted Payments ” ):
(1) the payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Indenture or the redemption, repurchase or retirement of Indebtedness if, at the date of any irrevocable redemption notice, such payment would have complied with the provisions of this Indenture;
(2) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Capital Stock or Subordinated Indebtedness of the Company or any Restricted Subsidiary made by exchange (including any such exchange pursuant to the exercise of a conversion right or privilege in connection with which cash is paid in lieu of the issuance of fractional shares) for, or out of the net proceeds of the substantially concurrent sale of, Capital Stock of the Company (other than Disqualified Stock or Designated Preferred Stock) or a substantially concurrent contribution to the equity (other than through the issuance of Disqualified Stock or Designated Preferred Stock or through an Excluded Contribution) of the Company (“ Refunding Capital Stock ” ); provided, however , that to the extent so applied, the Net Cash Proceeds, or fair market value of property or assets or of marketable securities, from such sale of Capital Stock or such contribution will be excluded from Section 4.07(a)(c);
 
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(3) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Indebtedness made by exchange for, or out of the proceeds of the substantially concurrent sale of, Refinancing Indebtedness permitted to be Incurred pursuant to Section 4.09;
(4) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Preferred Stock of the Company or a Restricted Subsidiary made by exchange for or out of the proceeds of the substantially concurrent sale of Preferred Stock of the Company or a Restricted Subsidiary, as the case may be, that, in each case, is permitted to be Incurred pursuant to Section 4.09;
(5) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Indebtedness or Disqualified Stock or Preferred Stock of a Restricted Subsidiary:
(a) from Net Available Cash to the extent permitted under Section 4.10, but only if the Company shall have first complied with the terms described under Section 4.10 and purchased all Notes tendered pursuant to any offer to repurchase all the Notes required thereby, prior to purchasing, repurchasing, redeeming, defeasing or otherwise acquiring or retiring such Subordinated Indebtedness, Disqualified Stock or Preferred Stock; or
(b) to the extent required by the agreement governing such Subordinated Indebtedness, Disqualified Stock or Preferred Stock, following the occurrence of a Change of Control (or other similar event described therein as a “ change of control ”), but only if the Company shall have first complied with the terms described under Section 4.15 and purchased all Notes tendered pursuant to the offer to repurchase all the Notes required thereby, prior to purchasing, repurchasing, redeeming, defeasing or otherwise acquiring or retiring such Subordinated Indebtedness, Disqualified Stock or Preferred Stock; or
(c) consisting of Acquired Indebtedness;
(6) a Restricted Payment to pay for the repurchase, redemption or other acquisition or retirement for value of Capital Stock (other than Disqualified Stock) of the Company or any of its Parents held by any future, present or former employee, director or consultant of the Company, any of its Subsidiaries or any of its Parents (or permitted transferees, assigns, estates, trusts or heirs of such employee, director or consultant) either pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment or directorship; provided, however , that the aggregate Restricted Payments made under this clause do not exceed $7.5 million in any fiscal year (with unused amounts in any fiscal year being carried over to succeeding fiscal years subject to a maximum of $15.0 million in any fiscal year); provided further that such amount in any fiscal year may be increased by an amount not to exceed:
 
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(a) the cash proceeds from the sale of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Company and, to the extent of the cash contributed to the capital of the Company (other than through the issuance of Disqualified Stock or Designated Preferred Stock or an Excluded Contribution), Capital Stock of any of the Company’s Parents, in each case to members of management, directors or consultants of the Company, any of its Subsidiaries or any of its Parents that occurred after the Issue Date, to the extent the cash proceeds from the sale of such Capital Stock have not otherwise been applied to the payment of Restricted Payments by virtue of Section 4.07(c); plus
(b) the cash proceeds of key man life insurance policies received by the Company and its Restricted Subsidiaries after the Issue Date; less
(c) the amount of any Restricted Payments made in previous fiscal years pursuant to clauses (a) and (b) of this Section 4.07(b)(6),
and provided further that cancellation of Indebtedness owing to the Company or any Restricted Subsidiary from members of management, directors, employees or consultants of the Company, any of the Company’s Parents or any of its Restricted Subsidiaries in connection with a repurchase of Capital Stock of the Company or any of its Parents will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of this Indenture;
(7) the declaration and payment of dividends on Disqualified Stock or Preferred Stock of a Restricted Subsidiary, Incurred in accordance with the terms of Section 4.09;
(8) purchases, repurchases, redemptions, defeasances or other acquisitions or retirements of Capital Stock deemed to occur upon the exercise of stock options, warrants or other rights in respect thereof if such Capital Stock represents a portion of the exercise price thereof;
(9) dividends, loans, advances or distributions to any Parent or other payments by the Company or any Restricted Subsidiary to any Parent in amounts equal to (without duplication):
(a) the amounts required for any Parent to pay any Parent Expenses or any Related Taxes; or
(b) amounts constituting or to be used for purposes of making payments to the extent specified in Section 4.11(b)(2), (3), (5) and (12);
(10) the declaration and payment by the Company of, dividends on the common stock or common equity interests of the Company (or payments of dividends to any Parent to fund payments of dividends on such entity’s common stock or common equity interests) following the consummation of a public offering of the common stock or
 
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common equity interests of the Company or any Parent after the Issue Date, in an amount not to exceed 6% of the proceeds received by or contributed to the Company in or from any public offering in any fiscal year, other than public offerings with respect to common stock or common equity interests registered on Form S-4 and S-8 and other than any public offering constituting an Excluded Contribution;
(11) payments by the Company, or loans, advances, dividends or distributions to any Parent to make payments, to holders of Capital Stock of the Company or any Parent in lieu of the issuance of fractional shares of such Capital Stock, provided, however , that any such payment, loan, advance, dividend or distribution shall not be for the purpose of evading any limitation of this covenant or otherwise to facilitate any dividend or other return of capital to the holders of such Capital Stock (as determined in good faith by the Board of Directors);
(12) Restricted Payments in an aggregate amount not to exceed the aggregate amount of Excluded Contributions previously received by the Company;
(13) (i) the declaration and payment of dividends on Designated Preferred Stock of the Company issued after the Issue Date; and (ii) the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock; provided, however , that, in the case of clause (i), the amount of all dividends declared or paid pursuant to this clause shall not exceed the Net Cash Proceeds received by the Company or the aggregate amount contributed in cash to the equity (other than through the issuance of Disqualified Stock or an Excluded Contribution of the Company) from the issuance or sale of such Designated Preferred Stock; provided further , in the case of clause (ii), that for the most recently ended four consecutive fiscal quarters for which internal consolidated financial statements of the Company are available immediately preceding the date of issuance of such Refunding Capital Stock, after giving effect to such issuance on a pro forma basis the Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the test set forth in Section 4.09(a);
(14) dividends or other distributions of Capital Stock of, or Indebtedness owed to the Company or a Restricted Subsidiary by, Unrestricted Subsidiaries (unless the Unrestricted Subsidiary’s principal asset is cash and Cash Equivalents);
(15) distributions or payments of Securitization Fees and other transfers of Securitization Assets and purchases of Securitization Assets pursuant to a Securitization Repurchase Obligation, in each case in connection with a Qualified Securitization Financing;
(16) any Restricted Payment made in connection with the Transactions and the fees and expenses related thereto or used to fund amounts owed to Affiliates (including dividends to any Parent of the Company to permit payment by such Parent of such amounts) to the extent permitted by Section 4.11;
 
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(17) so long as no Default or Event of Default has occurred and is continuing (or would result from), Restricted Payments (including loans or advances) in an aggregate amount outstanding at the time made not to exceed the greater of $30.0 million and 4.25% of Total Assets at the time made; and
(18) mandatory redemptions of Disqualified Stock which stock was originally issued as a Restricted Payment or as consideration for a Permitted Investment.
(c) In the event that a Restricted Payment when made, met the criteria of more than one of the categories of Permitted Payments described in Section 4.07(b)(1) through (18), or was permitted pursuant to Section 4.07(a), the Company will be entitled to classify such Restricted Payment (or portion thereof) on the date of its payment or later reclassify such Restricted Payment (or portion thereof) in any manner that complies with this covenant.
(d) The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of such Restricted Payment of the asset(s) or securities proposed to be paid, transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment. The fair market value of any cash Restricted Payment shall be its face amount, and the fair market value of any non-cash Restricted Payment, property or assets other than cash shall be determined conclusively by the Board of Directors of the Company acting in good faith.
Section 4.08 Restrictions on Distributions from Restricted Subsidiaries.
(a) The Company will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:
(A) pay dividends or make any other distributions in cash or otherwise on its Capital Stock or pay any Indebtedness or other obligations owed to the Company or any Restricted Subsidiary;
(B) make any loans or advances to the Company or any Restricted Subsidiary; or
(C) sell, lease or transfer any of its property or assets to the Company or any Restricted Subsidiary,
provided that (x) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock or other common equity interests and (y) the subordination of (including the application of any standstill requirements to) loans or advances made to the Company or any Restricted Subsidiary to other Indebtedness Incurred by the Company or any Restricted Subsidiary shall not be deemed to constitute such an encumbrance or restriction.
 
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(b) The provisions of the preceding paragraph will not prohibit:
(1) any encumbrance or restriction pursuant to (a) any Credit Facility or (b) any other agreement or instrument, in each case, in effect at or entered into on the Issue Date;
(2) any encumbrance or restriction pursuant to this Indenture, the Notes, the Note Guarantees and the Security Documents;
(3) any encumbrance or restriction pursuant to an agreement or instrument of a Person or relating to any Capital Stock or Indebtedness of a Person, entered into on or before the date on which such Person was acquired by or merged, consolidated or otherwise combined with or into the Company or any Restricted Subsidiary, or was designated as a Restricted Subsidiary or on which such agreement or instrument is assumed by the Company or any Restricted Subsidiary in connection with an acquisition of assets (other than Capital Stock issued or Indebtedness Incurred as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was acquired by the Company or was merged, consolidated or otherwise combined with or into the Company or any Restricted Subsidiary or entered into in contemplation of or in connection with such transaction) and outstanding on such date; provided that, for the purposes of this clause, if another Person is the Successor Company, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed by the Company or any Restricted Subsidiary when such Person becomes the Successor Company; provided, further that such encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person and its Subsidiaries, or the properties or assets of the Person and its Subsidiaries, so acquired;
(4) any encumbrance or restriction:
(a) that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement;
(b) contained in mortgages, pledges, charges or other security agreements permitted under this Indenture or securing Indebtedness of the Company or a Restricted Subsidiary permitted under this Indenture to the extent such encumbrances or restrictions restrict the transfer or encumbrance of the property or assets subject to such mortgages, pledges, charges or other security agreements; or
(c) pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Company or any Restricted Subsidiary;
 
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(5) any encumbrance or restriction pursuant to Purchase Money Obligations and Capitalized Lease Obligations permitted under this Indenture, in each case, that impose encumbrances or restrictions on the property so acquired;
(6) any encumbrance or restriction imposed pursuant to an agreement entered into for the direct or indirect sale or disposition to a Person of all or substantially all the Capital Stock or assets of the Company or any Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition;
(7) customary provisions in leases, licenses, joint venture agreements and other similar agreements and instruments;
(8) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order, or required by any regulatory authority;
(9) any encumbrance or restriction on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business;
(10) any encumbrance or restriction pursuant to Hedging Obligations;
(11) other Indebtedness, Disqualified Stock or Preferred Stock of Non-Guarantors permitted to be Incurred or issued subsequent to the Issue Date pursuant to the provisions of Section 4.09 that impose restrictions solely on the Non-Guarantors party thereto or their Subsidiaries;
(12) restrictions created in connection with any Qualified Securitization Financing that, in the good faith determination of the Company, are necessary or advisable to effect such Securitization Facility;
(13) any encumbrance or restriction arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be Incurred subsequent to the Issue Date pursuant to Section 4.09 if the Company determines at the time of issuance of such Indebtedness that such encumbrances or restrictions will not adversely affect, in any material respect, the Company’s ability to make principal or interest payments on the Notes or such encumbrance or restriction applies only during the continuance of a default relating to such Indebtedness;
(14) any encumbrance or restriction existing by reason of any lien permitted under Section 4.12; or
(15) any encumbrance or restriction pursuant to an agreement or instrument effecting a refinancing of Indebtedness Incurred pursuant to, or that otherwise refinances, an agreement or instrument referred to in clauses (1) to (14) of this Section 4.08(b) or this clause (15) (an “ Initial Agreement ” ) or contained in any amendment, supplement or other modification to an agreement referred to in clauses (1) to (14) of this Section 4.08(b) or this clause (15); provided, however , that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement or instrument are no less
 
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favorable in any material respect to the Holders taken as a whole than the encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to which such refinancing or amendment, supplement or other modification relates (as determined in good faith by the Company).
Section 4.09 Incurrence of Indebtedness.
(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (including Acquired Indebtedness); provided , that the Company and any of the Restricted Subsidiaries may Incur Indebtedness if on the date of such Incurrence and after giving pro forma effect thereto (including pro forma application of the proceeds thereof), the Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries is greater than 2.00 to 1.00; provided, further , that Non-Guarantors may not Incur Indebtedness under this paragraph if, after giving pro forma effect to such Incurrence (including a pro forma application of the net proceeds therefrom), more than an aggregate of $30.0 million of Indebtedness of Non-Guarantors would be outstanding pursuant to this paragraph at such time.
(b) The provisions of Section 4.09(a) hereof will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “ Permitted Debt ”):
(1) Indebtedness Incurred pursuant to any Credit Facility (including letters of credit or bankers’ acceptances issued or created under any Credit Facility which shall be deemed to have a principal amount equal to the face amount thereof), and any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum aggregate principal amount at any time outstanding not exceeding the sum of (i) the greater of (a) $65.0 million or (b) 7.5% of Total Assets, plus (ii) in the case of any refinancing of any Indebtedness permitted under this clause or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses Incurred in connection with such refinancing;
(2) Guarantees by the Company or any Restricted Subsidiary of Indebtedness of the Company or any Restricted Subsidiary so long as the Incurrence of such Indebtedness is permitted under the terms of this Indenture;
(3) Indebtedness of the Company owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owing to and held by the Company or any Restricted Subsidiary; provided, however , that:
(a) any subsequent issuance or transfer of Capital Stock or any other event which results in any such Indebtedness being beneficially held by a Person other than the Company or a Restricted Subsidiary of the Company; and
(b) any sale or other transfer of any such Indebtedness to a Person other than the Company or a Restricted Subsidiary of the Company,
 
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shall be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be; provided, further , that any such Indebtedness owing by the Company or a Guarantor to a Non-Guarantor is expressly subordinated in right of payment to the Notes or such Restricted Subsidiary’s Note Guarantee as the case may be;
(4) Indebtedness represented by (a) the Notes (other than any Additional Notes), including any Note Guarantee thereof, (b) any Indebtedness (other than Indebtedness incurred pursuant to clauses (1) and (2)) of the Company and its Restricted Subsidiaries outstanding on the Issue Date, (c) Refinancing Indebtedness Incurred by the Company or any Restricted Subsidiary in respect of any Indebtedness described in this clause or clauses (5), (7), (10), (11) or (14) of this Section 4.09(b) or Incurred pursuant to Section 4.09(a), and (d) Management Advances;
(5) (x) Indebtedness of the Company or any of its Restricted Subsidiaries Incurred or issued to finance an acquisition, (y) Acquired Indebtedness that is assumed in connection with the acquisition of assets from a Person or of Persons that are merged into or consolidated with or otherwise combined with the Company or a Restricted Subsidiary of the Company in accordance with the terms of this Indenture or (z) Acquired Indebtedness of a Person or any of its Subsidiaries existing at the time such Person becomes as Restricted Subsidiary (provided that, in the case of clause (z), the only obligors with respect to such Indebtedness shall be those Persons who were obligors of such Indebtedness prior to such Person becoming a Restricted Subsidiary, on the date of consummation of such acquisition, merger, consolidation or other combination); provided that after giving effect to such Incurrence, issuance, assumption, merger, consolidation, combination or acquisition, either:
(a) the Company would be permitted to Incur at least $ 1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or
(b) the Fixed Charge Coverage Ratio of the Company and the Restricted Subsidiary would not be lower than immediately prior to such acquisition, merger or consolidation;
(6) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes);
(7) Indebtedness represented by Capitalized Lease Obligations or Purchase Money Obligations in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause and then outstanding, does not exceed the greater of (a) $30.0 million and (b) 4.25% of Total Assets at the time of Incurrence and any Refinancing Indebtedness in respect thereof;
 
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(8) Indebtedness in respect of (a) workers’ compensation claims, self-insurance obligations, performance, indemnity, surety, judgment, appeal, advance payment, customs, value added or other tax or other guarantees or other similar bonds, instruments or obligations and completion guarantees and warranties provided by the Company or a Restricted Subsidiary or relating to liabilities, obligations or guarantees Incurred in the ordinary course of business (in each case other than for an obligation for money borrowed), (b) the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however , that such Indebtedness is extinguished within five Business Days of Incurrence; (c) customer deposits and advance payments received in the ordinary course of business from customers for goods or services purchased in the ordinary course of business; (d) letters of credit, bankers’ acceptances, guarantees or other similar instruments or obligations issued or relating to liabilities or obligations Incurred in the ordinary course of business (in each case other than for an obligation for money borrowed), and (e) any customary cash management, cash pooling or netting or setting off arrangements in the ordinary course of business;
(9) Indebtedness arising from agreements providing for guarantees, indemnification, obligations in respect of earn-outs or other adjustments of purchase price or, in each case, similar obligations, in each case, Incurred or assumed in connection with the acquisition or disposition of any business or assets or Person or any Capital Stock of a Subsidiary (other than Guarantees of Indebtedness Incurred by any Person acquiring or disposing of such business or assets or such Subsidiary for the purpose of financing such acquisition or disposition); provided that the maximum liability of the Company and its Restricted Subsidiaries in respect of all such Indebtedness in connection with a Disposition shall at no time exceed the gross proceeds, including the fair market value of non-cash proceeds (measured at the time received and without giving effect to any subsequent changes in value), actually received by the Company and its Restricted Subsidiaries in connection with such disposition;
(10) Indebtedness in an aggregate outstanding principal amount which, when taken together with any Refinancing Indebtedness in respect thereof and the principal amount of all other Indebtedness Incurred pursuant to this clause and then outstanding, will not exceed 100% of the Net Cash Proceeds received by the Company from the issuance or sale (other than to a Restricted Subsidiary) of its Capital Stock (other than Disqualified Stock, Designated Preferred Stock or an Excluded Contribution) or otherwise contributed to the equity of the Company (other than through the issuance of Disqualified Stock, Designated Preferred Stock or an Excluded Contribution), in each case, subsequent to the Issue Date; provided, however , that (i) any such Net Cash Proceeds that are so received or contributed shall not increase the amount available for making Restricted Payments pursuant to Section 4.07 to the extent the Company and its Restricted Subsidiaries Incur Indebtedness in reliance thereon and (ii) any Net Cash Proceeds that are so received or contributed shall be excluded for purposes of Incurring Indebtedness pursuant to this clause to the extent the Company or any of its Restricted Subsidiaries make a Restricted Payment pursuant to Section 4.07 based on such Net Cash Proceeds;
 
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(11) Indebtedness of Non-Guarantors in an aggregate amount not to exceed the greater of (a) $25.0 million and (b) 3.5% of Total Assets at any time outstanding and any Refinancing Indebtedness in respect thereof;
(12) Indebtedness consisting of promissory notes issued by the Company or any of its Subsidiaries to any current or former employee, director or consultant of the Company, any of its Subsidiaries or any of its Parents (or permitted transferees, assigns, estates, or heirs of such employee, director or consultant), to finance the purchase or redemption of Capital Stock of the Company or any of its Parents that is permitted by Section 4.07;
(13) Indebtedness of the Company or any of its Restricted Subsidiaries consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case Incurred in the ordinary course of business; and
(14) Indebtedness in an aggregate outstanding principal amount which, when taken together with any Refinancing Indebtedness in respect thereof and the principal amount of all other Indebtedness Incurred pursuant to this clause and then outstanding, will not exceed the greater of (i) $50.0 million and (ii) 7.0% of Total Assets.
(c) For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to, and in compliance with, this covenant:
(1) in the event that all or any portion of any item of Indebtedness meets the criteria of more than one of the types of Indebtedness described in the first and second paragraphs of Section 4.09, the Company, in its sole discretion, will classify, and may from time to time reclassify, such item of Indebtedness and only be required to include the amount and type of such Indebtedness in one of the clauses of Sections 4.09(b) or Section 4.09(a);
(2) additionally, all or any portion of any item of Indebtedness may later be reclassified as having been Incurred pursuant to any type of Indebtedness described in Sections 4.09(b) and Section 4.09(a) so long as such Indebtedness is permitted to be Incurred pursuant to such provision and any related Liens are permitted to be incurred at the time of reclassification;
(3) Guarantees of, or obligations in respect of letters of credit, bankers’ acceptances or other similar instruments relating to, or Liens securing, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included;
(4) if obligations in respect of letters of credit, bankers’ acceptances or other similar instruments are Incurred pursuant to any Credit Facility and are being treated as Incurred pursuant to clause (1), (7), (10), (11) or (14) of Sections 4.09(b) or 4.09(a) and the letters of credit, bankers’ acceptances or other similar instruments relate to other Indebtedness, then such other Indebtedness shall not be included;
 
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(5) the principal amount of any Disqualified Stock of the Company or a Restricted Subsidiary, or Preferred Stock of a Restricted Subsidiary, will be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof;
(6) Indebtedness permitted by this Section 4.09 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.09 permitting such Indebtedness; and
(7) the amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined on the basis of IFRS.
(d) Accrual of interest, accrual of dividends, the accretion of accreted value, the accretion or amortization of original issue discount, the payment of interest in the form of additional Indebtedness with the same terms, the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock of the same class or the reclassification of commitments or obligations not treated as Indebtedness due to a change in IFRS, will not be deemed to be an Incurrence of Indebtedness for purposes of Section 4.09. The amount of any Indebtedness outstanding as of any date shall be (a) the accreted value thereof in the case of any Indebtedness issued with original issue discount and (b) the principal amount or liquidation preference thereof, in the case of any other Indebtedness.
(e) If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary of the Company as of such date (and, if such Indebtedness is not permitted to be Incurred as of such date under this Section 4.09, the Company shall be in default of this Section 4.09).
(f) Notwithstanding any other provision of this Section 4.09, the maximum amount of Indebtedness that the Company or a Restricted Subsidiary may Incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the date of such refinancing.
(g) The Company will not, and will not permit any Guarantor to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Notes or such Guarantor’s Note Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Company or such Guarantor, as the case may be.
 
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(h) For purposes of this Indenture; (1) unsecured Indebtedness will not be treated as subordinated or junior to Secured Indebtedness merely because it is unsecured and (2) Senior Indebtedness will not be treated as subordinated or junior to any other Senior Indebtedness merely because it has a junior priority with respect to the same collateral or is secured by different collateral.
Section 4.10 Sales of Assets and Subsidiary Stock.
(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless:
(1) the Company or such Restricted Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors of the Company, of the shares and assets subject to such Asset Disposition (including, for the avoidance of doubt, if such Asset Disposition is a Permitted Asset Swap);
(2) in any such Asset Disposition, or series of related Asset Dispositions (except to the extent the Asset Disposition is a Permitted Asset Swap), at least 75% of the consideration from such Asset Disposition (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; and
(3) an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Company or such Restricted Subsidiary, as the case may be:
(a) to the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness), (i) to prepay, repay or purchase any Indebtedness of a Non-Guarantor or that is secured by a Lien (in each case, other than Indebtedness owed to the Company or any Restricted Subsidiary) or any Payment Priority Obligations (or any Refinancing Indebtedness in respect thereof) within 365 days from the later of (A) the date of such Asset Disposition and (B) the receipt of such Net Available Cash; provided, however , that, in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this clause (a), the Company or such Restricted Subsidiary will retire such Indebtedness and will cause the related commitment (if any) to be reduced in an amount equal to the principal amount so prepaid, repaid or purchased; or (ii) to prepay, repay or purchase Pari Passu Indebtedness; provided further that, to the extent the Company redeems, repays or repurchases Pari Passu Indebtedness pursuant to this clause (ii), the Company shall equally and ratably reduce Obligations under the Notes as provided under Section 3.07, through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or by making an offer (in accordance with
 
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the procedures set forth below for an Asset Disposition Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid; or
(b) to the extent the Company or such Restricted Subsidiary elects, to invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary) within 365 days from the later of (i) the date of such Asset Disposition and (ii) the receipt of such Net Available Cash; provided, however , that any such reinvestment in Additional Assets made pursuant to a definitive binding agreement or a commitment approved by the Board of Directors of the Company that is executed or approved within such time will satisfy this requirement, so long as such investment is consummated within 180 days of such 365th day; and
(4) if such Asset Disposition involves the disposition of Collateral, the Company or such Subsidiary has complied with the provisions of this Indenture and the Security Documents,
provided that, pending the final application of any such Net Available Cash in accordance with clause (a) or clause (b) above, the Company and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise use such Net Available Cash in any manner not prohibited by this Indenture.
(b) Any Net Available Cash from Asset Dispositions that is not applied or invested or committed to be applied or invested as provided in Section 4.10(a) will be deemed to constitute “ Excess Proceeds. ” On the 366th day after the later of an Asset Disposition or the receipt of such Net Available Cash, if the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company will within 10 Business Days be required to make an offer (“ Asset Disposition Offer ”) to all Holders of Notes and, to the extent the Company elects, to all holders of other outstanding Pari Passu Indebtedness, to purchase the maximum principal amount of Notes and any such Pari Passu Indebtedness to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in respect of the Notes in an amount equal to 100% of the principal amount of the Notes and Pari Passu Indebtedness, in each case, plus accrued and unpaid interest, if any, to, but not including, the date of purchase, in accordance with the procedures set forth in this Indenture or the agreements governing the Pari Passu Indebtedness, as applicable, and, with respect to the Notes, in integral multiples of $1,000 (subject to minimum denominations of $150,000).
(c) To the extent that the aggregate amount of Notes and Pari Passu Indebtedness so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for any purpose not prohibited by this Indenture. If the aggregate principal amount of the Notes surrendered in any Asset Disposition Offer by Holders and other Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the
 
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Excess Proceeds shall be allocated among the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness. Upon completion of any Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero.
(d) To the extent that any portion of Net Available Cash payable in respect of the Notes is denominated in a currency other than U.S. dollars, the amount thereof payable in respect of the Notes shall not exceed the net amount of funds in U.S. dollars that is actually received by the Company upon converting such portion into U.S. dollars.
(e) For the purposes of Section 4.10(a)(2), the following will be deemed to be cash:
(1) the assumption by the transferee of Indebtedness or other liabilities contingent or otherwise of the Company or a Restricted Subsidiary reflected (or, if no such balance sheet is available, that would be reflected) on the most recent balance sheet or the footnotes thereto (other than Subordinated Indebtedness of the Company or a Guarantor) and the release of the Company or such Restricted Subsidiary from all liability on such Indebtedness or other liability in connection with such Asset Disposition;
(2) securities, notes or other obligations received by the Company or any Restricted Subsidiary of the Company from the transferee that are converted by the Company or such Restricted Subsidiary into cash or Cash Equivalents within 180 days following the closing of such Asset Disposition;
(3) Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the extent that the Company and each other Restricted Subsidiary are released from any Guarantee of payment of such Indebtedness in connection with such Asset Disposition;
(4) consideration consisting of Indebtedness of the Company (other than Subordinated Indebtedness) received after the Issue Date from Persons who are not the Company or any Restricted Subsidiary; and
(5) any Designated Non-Cash Consideration received by the Company or any Restricted Subsidiary in such Asset Dispositions having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 4.10 that is at that time outstanding, not to exceed the greater of $15.0 million and 2.25% of Total Assets (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value).
(f) The Company will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations (and the rules of any exchange on which the Notes are then listed) thereunder to the extent such laws or
 
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regulations (or exchange rules) are applicable in connection with the repurchase of Notes pursuant to this Section 4.10. To the extent that the provisions of any securities laws or regulations (or exchange rules) conflict with the provisions of this Indenture, the Company will comply with the applicable securities laws and regulations (or exchange rules) and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof.
Section 4.11 Transactions with Affiliates.
(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company (an “ Affiliate Transaction ”) involving aggregate value in excess of $5.0 million unless:
(1) the terms of such Affiliate Transaction taken as a whole are not materially less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction in arm’s length dealings with a Person who is not such an Affiliate; and
(2) in the event such Affiliate Transaction involves an aggregate value in excess of $15.0 million, the terms of such transaction or series of related transactions have been approved by a majority of the members of the Board of Directors of the Company.
Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in clause (2) of this Section 4.11(a) if such Affiliate Transaction is approved by a majority of the Disinterested Directors, if any.
(b) The provisions of Section 4.11 (a) will not apply to:
(1) any Restricted Payment permitted to be made pursuant to Section 4.07, or any Permitted Investment;
(2) any issuance or sale of Capital Stock, options, other equity-related interests or other securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, or entering into, or maintenance of, any employment, consulting, collective bargaining or benefit plan, program, agreement or arrangement, related trust or other similar agreement and other compensation arrangements, options, warrants or other rights to purchase Capital Stock of the Company, any Restricted Subsidiary or any Parent, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits or consultants’ plans (including valuation, health, insurance, deferred compensation, severance, retirement, savings or similar plans, programs or arrangements) or indemnities provided on behalf of officers, employees, directors or consultants approved by the Board of Directors of the Company, in each case in the ordinary course of business;
 
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(3) any Management Advances and any waiver or transaction with respect thereto;
(4) any transaction between or among the Company and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among Restricted Subsidiaries;
(5) the payment of compensation, reasonable fees and reimbursement of expenses to, and customary indemnities (including under customary insurance policies) and employee benefit and pension expenses provided on behalf of, directors, officers, consultants or employees of the Company or any Restricted Subsidiary of the Company (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees);
(6) the entry into and performance of obligations of the Company or any of its Restricted Subsidiaries under the terms of any transaction arising out of, and any payments pursuant to or for purposes of funding, any agreement or instrument in effect as of or on the Issue Date, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant or to the extent not more disadvantageous to the Holders in any material respect when compared to the applicable agreement as in effect on the Issue Date;
(7) any customary transaction with a Securitization Subsidiary effected as part of a Qualified Securitization Financing;
(8) transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture, which are fair to the Company or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or the senior management of the Company or the relevant Restricted Subsidiary, or are on terms no less favorable than those that could reasonably have been obtained at such time from an unaffiliated party;
(9) any transaction with a Person (other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Company or a Restricted Subsidiary owns an equity interest in or otherwise controls such Person;
(10) issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Company or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights in connection therewith or any contribution to capital of the Company or any Restricted Subsidiary;
 
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(11) (a) payments by the Company or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly) of management, consulting, monitoring or advisory fees and related expenses pursuant to the New Management Agreement not to exceed the amount set forth in the New Management Agreement as in effect on the Issue Date or any amendment thereto (so long as any such amendment is not materially disadvantageous to the Holders when taken as a whole as compared to the New Management Agreement as in effect on the Issue Date) and (b) customary payments by the Company or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent) for financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by a majority of the Board of Directors of the Company in good faith;
(12) payment to any Permitted Holder of all reasonable out of pocket expenses Incurred by such Permitted Holder in connection with its direct or indirect investment in the Company and its Subsidiaries;
(13) the Transactions and the payment of all fees and expenses related to the Transactions;
(14) transactions in which the Company or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or meets the requirements of Section 4.11(a)(1);
(15) the existence of, or the performance by the Company or any Restricted Subsidiary of its obligations under the terms of, any equityholders agreement (including any registration rights agreement or purchase agreements related thereto) to which it is party as of the Issue Date and any similar agreement that it may enter into thereafter; provided , however , that the existence of, or the performance by the Company or any Restricted Subsidiary of its obligations under any future amendment to the equityholders’ agreement or under any similar agreement entered into after the Issue Date will only be permitted under this Section 4.11(b)(15) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respect when taken as a whole compared to such agreement as in effect on the Issue Date; and
(16) any purchases by the Company’s Affiliates of Indebtedness or Disqualified Stock of the Company or any of its Restricted Subsidiaries the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the Company’s Affiliates; provided that such purchases by the Company’s Affiliates are on the same terms as such purchases by such Persons who are not the Company’s Affiliates.
 
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Section 4.12 Liens.
(a) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, Incur or permit to exist any Lien (other than Permitted Collateral Liens) upon any of the Collateral.
(b) The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, Incur or permit to exist any Lien (other than Permitted Liens) upon any of its property or assets (including Capital Stock of a Restricted Subsidiary of the Company) that do not constitute Collateral, whether owned on the Issue Date or acquired after that date, which Lien secures any Indebtedness (such Lien, the “ Initial Lien ” ), without effectively providing that the Notes shall be secured equally and ratably with (or prior to) the obligations so secured for so long as such obligations are so secured. Any Lien created for the benefit of the Holders of the Notes pursuant to this Section 4.12(b) shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien.
(c) Any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the Incurrence of such Indebtedness shall also be permitted to secure any Increased Amount with respect to such Indebtedness. The “Increased Amount” of any Indebtedness shall mean any increase in the amount of such Indebtedness as a result of any accrual of interest, any accretion of accreted value or liquidation preference, any amortization of original issue discount, any fluctuations in the exchange rate of currencies, the payment of interest in the form of additional Indebtedness with the same terms or the payment of dividends on Preferred Stock in the form of additional shares of Preferred Stock of the same class.
Section 4.13 Corporate Existence.
Subject to Article 5 hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its corporate existence, and the corporate, partnership or other existence of each of its Restricted Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any such Restricted Subsidiary; and (ii) the rights (charter and statutory), licenses and franchises of the Company and its Restricted Subsidiaries; provided that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries, if the Company in good faith shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries, taken as a whole.
Section 4.14 Impairment of Security Interest.
The Company shall not, and shall not permit any Restricted Subsidiary to, (x) take or knowingly or negligently omit to take any action that would have the result of materially impairing the Security Interest with respect to the Collateral (it being understood, subject to the proviso below, that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the Security Interest with respect to the Collateral) for the benefit of the Trustee and the Holders, or (y) grant to any Person other than the Collateral Agent or, if different, the collateral agent under any Payment Priority Obligations, Pari Passu Secured
 
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Obligations or Junior Secured Obligations that are subject to an Intercreditor Agreement, for the benefit of the Trustee and the Holders and the other beneficiaries described in the Security Documents and any Intercreditor Agreement, and other than with respect to any Permitted Collateral Lien, any interest whatsoever in any of the Collateral, except that (i) the Company and its Restricted Subsidiaries may Incur Permitted Collateral Liens and the Collateral may be discharged and released in accordance with this Indenture, the applicable Security Documents or any Intercreditor Agreement and (ii) the applicable Security Documents may be amended from time to time to cure any ambiguity, mistake, omission, defect or inconsistency therein. The Company and each Guarantor will, at its sole cost and expense, execute and deliver all such agreements and instruments as necessary, or as the Trustee or Collateral Agent reasonably requests, to more fully or accurately describe the assets and property intended to be Collateral or the obligations intended to be secured by the Security Documents.
Section 4.15 Offer to Repurchase Upon Change of Control.
(a) Upon the occurrence of a Change of Control Repurchase Event, the Company will make an offer (a “ Change of Control Offer ”) to each Holder to repurchase all or any part (equal to $150,000 or an integral multiple of $1,000 in excess of $150,000) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on the Notes repurchased to, but not including, the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the “ Change of Control Payment ”) . Within 30 days following any Change of Control Repurchase Event, except to the extent that the Company has exercised its right to redeem the Notes in accordance with Article 3 of this Indenture, the Company will send notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee and the Paying Agent, to each Holder of Notes at the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC and stating:
(1) that the Change of Control Offer is being made pursuant to this Section 4.15 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment;
(2) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “ Change of Control Payment Date ”);
(3) that any Note not tendered will continue to accrue interest;
(4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest after the Change of Control Payment Date;
(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” attached to the Notes completed, or transfer by book-entry transfer, to the Trustee at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;
 
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(6) that Holders will be entitled to withdraw their election if the Trustee receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing his election to have the Notes purchased; and
(7) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $150,000 in principal amount or an integral multiple of $1,000 in excess of $150,000.
The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.15 hereof, the Company will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.15 by virtue of such compliance.
(b) On the Business Day immediately preceding the Change of Control Payment Date, the Company will, to the extent lawful, deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes accepted for payment.
(c) On the Change of Control Payment Date, the Company will, to the extent lawful:
(1) accept for payment all Notes or portions of Notes (in a minimum principal amount of $150,000 and integral multiples of $1,000 in excess of $150,000) properly tendered pursuant to the Change of Control Offer and not properly withdrawn; and
(2) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company.
The Paying Agent will promptly mail to each Holder properly tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided , that each new Note will be in a principal amount of $150,000 or an integral multiple of $1,000 in excess of $150,000. The Company will publicly announce the results of the Change of Control Offer on or as soon as reasonably practicable after the Change of Control Payment Date.
 
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(d) If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in a Change of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company, purchases all of the Notes validly tendered and not withdrawn by such holders, the Company or such third party will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following such purchase pursuant to the Change of Control Offer, to redeem all Notes that remain outstanding following such purchase at a price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest to but excluding the date of redemption.
(e) Notwithstanding anything to the contrary in this Section 4.15, the Company will not be required to make a Change of Control Offer upon a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) notice of redemption of all outstanding Notes has been given pursuant to Section 3.07, unless and until there is a default in the payment of the redemption price on the applicable Redemption Date or the redemption is not consummated due to the failure of a condition precedent contained in the applicable redemption notice to be satisfied.
(f) The Company’s obligation to make a Change of Control Offer pursuant to this Section 4.15 may be waived or modified or terminated with the written consent of the Holders of a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Notes) prior to the occurrence of such Change of Control.
Section 4.16 Payments for Consent.
The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any cash consideration to or for the benefit of any Holder for any consent, waiver or amendment of any of the terms or provisions of this Indenture, the Notes, or the Security Documents unless such consideration is offered to be paid and is paid to all Holders that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.
Section 4.17 Guarantees.
(a) The Company will not permit (i) any of its Wholly Owned Subsidiaries that are Restricted Subsidiaries or (ii) any of its other Restricted Subsidiaries if such Restricted Subsidiaries Guarantee any other capital markets debt securities or any syndicated bank indebtedness of the Company or any Restricted Subsidiary, in each case, other than a Note Guarantor, to Guarantee the payment of any Indebtedness of the Company or any other Guarantor unless such Restricted Subsidiary within 30 days (i) executes and delivers a supplemental indenture to this Indenture providing for a Note Guarantee by such Restricted Subsidiary and (ii) executes and delivers a supplement or joinder to the Security Documents, or
 
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executes and delivers new Security Documents, and any Intercreditor Agreement and takes all actions required thereunder to perfect the Liens created thereunder; provided that:
(1) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Note Guarantee, any such Guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to any such Note Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes or such Guarantor’s Note Guarantee of the Notes; and
(2) if the Notes or such Guarantor’s Note Guarantee are subordinated in right of payment to such Indebtedness, the Note Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s Guarantee with respect to such Indebtedness substantially to the same extent as the Notes or the Guarantor’s Note Guarantee are subordinated to such Indebtedness.
(b) Any Restricted Subsidiary providing a Note Guarantee in accordance with this Section 4.17 will (i) waive and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Note Guarantee until payment in full of obligations under this Indenture; and (ii) deliver to the Trustee an Opinion of Counsel to the effect that (A) such Note Guarantee has been duly executed and authorized, and (B) such Note Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principals of equity.
(c) Notwithstanding the foregoing, this Section 4.17 shall not be applicable (i) to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, or (ii) in the event that the Note Guarantee of the Company’s obligations under the Notes or this Indenture by such Subsidiary would not be permitted under applicable law through the use of commercially reasonable efforts by the Company or such Subsidiary.
(d) If any Guarantor becomes an Immaterial Subsidiary, the Company shall have the right, by execution and delivery of a supplemental indenture to the Trustee, to cause such Immaterial Subsidiary to cease to be a Guarantor, subject to the requirement in Section 4.17(a) that such Subsidiary shall be required to become a Guarantor if it ceases to be an Immaterial Subsidiary (except that if such Subsidiary has been properly designated as an Unrestricted Subsidiary it shall not be so required to become a Guarantor or execute a supplemental indenture).
 
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Section 4.18 Designation of Restricted and Unrestricted Subsidiaries.
(a) The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under Section 4.07 or under one or more clauses of the definition of Permitted Investments, as determined by the Company. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Company may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default.
(b) Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Company giving effect to such designation and an Officer’s Certificate of the Company certifying that such designation complies with the preceding conditions and was permitted by Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09, the Company will be in default of Section 4.09.
(c) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Company; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and (2) no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Company shall be evidenced to the Trustee by filing with the Trustee a certified copy of a resolution of the Board of Directors of the Company giving effect to such designation and an Officer’s Certificate of the Company certifying that such designation complies with the preceding conditions.
Section 4.19 Suspension of Covenants on Achievement of Investment Grade Status.
(a) During any period of time and beginning on the day that (a) the Notes have achieved Investment Grade Status and (b) no Default or Event of Default has occurred and is continuing under this Indenture, the Company and its Restricted Subsidiaries will not be subject to the covenants contained in Sections 4.07, 4.08, 4.09, 4.10, 4.11 and 4.17 hereof, and Section 5.01(a)(3) (the “ Suspended Covenants ”) shall terminate. If at any time the Notes cease to have such Investment Grade Status or if a Default or Event of Default occurs and is continuing, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been
 
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suspended (the “ Reversion Date ”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain Investment Grade Status and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade Status and no Default or Event of Default is in existence); provided , however , that no Default, Event of Default or breach of any kind shall be deemed to exist under the Note Documents with respect to the Suspended Covenants based on, and none of the Company or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reversion Date is referred to as the “ Suspension Period .”
(b) On the Reversion Date, all Indebtedness Incurred during the Suspension Period will be classified to have been Incurred pursuant to Section 4.09(a) or (b) (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to the Indebtedness Incurred prior to the Suspension Period and outstanding on the Reversion Date and in the case of one of the clauses set forth in Section 4.09(b), shall reduce amounts available to be Incurred under and such clause thereafter). To the extent such Indebtedness would not be so permitted to be Incurred pursuant to Section 4.09(a) and (b), such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under Section 4.09(b)(4)(b). On and after the Reversion Date, all Liens created during the Suspension Period will be considered Permitted Liens. Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under Section 4.07 will be made as though Section 4.07 had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under Section 4.07(a).”
(c) The Company shall provide an Officer’s Certificate to the Trustee indicating the commencement of any Suspension Period or the Reversion Date. The Trustee will have no obligation to (i) independently determine or verify if such events have occurred, (ii) make any determination regarding the impact of actions taken during the Suspension Period on the Company and its Restricted Subsidiaries’ future compliance with their covenants or (iii) notify the holders of the commencement of the Suspension Period or the Reversion Date.
Section 4.20 Additional Amounts.
(a) All payments that the Company makes under or with respect to the Notes and that any Guarantor makes under or with respect to any Note Guarantee will be made free and clear of and without withholding or deduction for or on account of any Taxes imposed or levied by or on behalf of the United States, any jurisdiction in which either the Company or any Guarantor is incorporated, organized or otherwise resident for tax purposes or from or through which any of the foregoing makes any payment on the Notes or by or within any department or political subdivision or governmental authority or in any of the foregoing having the power to
 
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tax (each, a “ Relevant Taxing Jurisdiction ”), unless withholding or deduction is then required by law or by the official interpretation or administration of law. If either the Company or any Guarantor is required to withhold or deduct any amount for or on account of Taxes of a Relevant Taxing Jurisdiction from any payment made under or with respect to the Notes, the Company or such Guarantor, as the case may be, will pay additional amounts (“ Additional Amounts ”) as may be necessary to ensure that the net amount received by each holder or beneficial owner of the Notes (including Additional Amounts) after such withholding or deduction will be not less than the amount the holder or beneficial owner would have received if such Taxes had not been required to be withheld or deducted.
(b) Neither the Company nor any Guarantor will, however, pay Additional Amounts to a holder or beneficial owner of Notes in respect or on account of:
(a) any Taxes that would not have been imposed or levied by a Relevant Taxing Jurisdiction but for the holder’s or beneficial owner’s actual or deemed present or former connection with such Relevant Taxing Jurisdiction (other than the mere receipt or holding of Notes or by reason of the receipt of payments thereunder or the exercise or enforcement of rights under the Notes, this Indenture, any Note Guarantee or the Security Documents);
(b) any Taxes that are imposed or withheld by reason of the failure of the holder or beneficial owner of Notes, following the Company’s written request addressed to the holder (and made at a time that would enable the holder or beneficial owner acting reasonably to comply with that request, and in all events at least 30 calendar days before the relevant date on which payment under or with respect to the Notes or any Note Guarantee is due and payable) to comply with any certification or identification requirements, whether required or imposed by statute, regulation or administrative practice of a Relevant Taxing Jurisdiction, as a precondition to exemption from, or reduction in the rate of deduction or withholding of, Taxes imposed by the Relevant Taxing Jurisdiction (including, without limitation, a certification that the holder or beneficial owner is not resident in the Relevant Taxing Jurisdiction), but in each case only to the extent that the holder or beneficial owner, as the case may be, is legally entitled to provide such certification;
(c) any estate, inheritance, gift, sales, transfer, personal property or similar Taxes;
(d) any Tax which is payable otherwise than by deduction or withholding from payments made under or with respect to the Notes;
(e) any Tax imposed on or with respect to any payment by the Company or a Guarantor to the holder if such holder is a fiduciary or partnership or person other than the sole beneficial owner of such payment to the extent that Taxes would not have been imposed on such payment had the beneficiary, partner or other beneficial owner directly held the Note;
 
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(f) any Tax that is imposed or levied by reason of the presentation (where presentation is required in order to receive payment) of the Notes for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficial owner or holder thereof would have been entitled to Additional Amounts had the Notes been presented for payment on any date during such 30 day period;
(g) any withholding or deduction in respect of any Taxes where such withholding or deduction is imposed or levied on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; or
(h) any Tax that is imposed or levied on or with respect to a Note presented for payment on behalf of a holder or beneficial owner who would have been able to avoid such withholding or deduction by presenting the relevant Note to another paying agent in a member state of the European Union.
In addition, Additional Amounts will not be payable with respect to any Taxes that are imposed in respect of a combination of the above items.
(c) The Company and each Guarantor will (i) make such withholding or deduction required by applicable law and (ii) remit the full amount deducted or withheld to the relevant taxing authority in accordance with applicable law.
(d) At least 30 calendar days prior to each date on which any payment under or with respect to the Notes is due and payable, if the Company or any Guarantor becomes aware that they will be obligated to pay Additional Amounts with respect to such payment (unless such obligation to pay Additional Amounts arises after the 30th day prior to the date on which payment under or with respect to the Notes is due and payable, in which case it will be promptly thereafter), the Company will deliver to the Trustee an Officer’s Certificate stating that such Additional Amounts will be payable and the amounts so payable and will set forth such other information (other than the identities of holders and beneficial owners) necessary to enable the Trustee or Paying Agent, as the case may be, to pay such Additional Amounts to holders and beneficial owners on the relevant payment date. The Trustee shall be entitled to rely solely on such Officer’s Certificate as conclusive proof that such payments are necessary. The Company will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing payment of such Additional Amounts.
(e) Upon request, the Company or the relevant Guarantor will take reasonable efforts to furnish to the Trustee or a holder within a reasonable time certified copies of tax receipts evidencing the payment by the Company or such Guarantor, as the case may be, of any Taxes imposed or levied by a Relevant Taxing Jurisdiction.
 
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(f) If, notwithstanding the reasonable efforts of the Company or such Guarantor to obtain such receipts, the same are not obtainable, then the Company or such Guarantor will provide such holder with other evidence reasonably satisfactory to the Trustee or holder of such payment by the Company or such Guarantor.
(g) If the Company or any Guarantor conducts business in any jurisdiction (an “Additional Taxing Jurisdiction” ) other than a Relevant Taxing Jurisdiction and, as a result, is required by the law of such Additional Taxing Jurisdiction to withhold or deduct any amount on account of the Taxes imposed by such Additional Taxing Jurisdiction from payment under the Notes or the related Note Guarantee, as the case may be, which would not have been required to be so withheld or deducted but for such conduct of business in such Additional Taxing Jurisdiction, the provisions of Section 4.20(a) shall apply as if the Additional Taxing Jurisdiction (or any political subdivision thereof or therein) were a Relevant Taxing Jurisdiction.
(h) The Company and each Guarantor will pay (i) any present or future stamp, issue, registration, court, documentary, excise or property taxes or other similar taxes, charges and duties, including interest and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction in respect of the execution, issue, delivery or registration of the Notes, any Note Guarantee, this Indenture or the Security Documents or any other document or instrument referred to thereunder and any such taxes, charges, duties or similar levies imposed by any jurisdiction as a result of, or in connection with, the enforcement of the Notes, such Note Guarantee, this Indenture or the Security Documents or any such other document or instrument following the occurrence of any Event of Default with respect to the Notes, and (ii) any stamp, court, documentary, excise or property taxes (or similar charges or levies), including interest and penalties with respect thereto, imposed by any Relevant Taxing Jurisdiction with respect to the receipt of any payments with respect to the Notes or such Note Guarantee. Neither the Company nor any Guarantor will, however, pay such amounts that are imposed on or result from a sale or other transfer or disposition by a holder or beneficial owner of a Note.
(i) The provisions of this Section 4.20 will survive any termination, defeasance or discharge of this Indenture or Security Documents and shall apply mutatis mutandis to any jurisdiction in which any successor person to the Company or any Guarantor is organized, incorporated or otherwise resident for tax purposes and any political subdivision or taxing authority or agency thereof or therein.
(j) Whenever this Indenture refers to, in any context, the payment of principal, premium, if any, interest or any other amount payable under or with respect to the Notes (including payments thereof made pursuant to any Note Guarantee), such reference includes the payment of Additional Amounts, if applicable.
Section 4.21 Post-Closing Guarantors.
The Company shall use commercially reasonable efforts to cause each Post-Closing Guarantor to provide a Note Guarantee within 90 days following the Issue Date.
 
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ARTICLE 5
SUCCESSORS
Section 5.01 Merger and Consolidation.
(a) The Company will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless:
(1) the resulting, surviving or transferee Person (the “ Successor Company ”) will be a Person organized and existing under the laws of any member state of the European Union, or the United States of America, any State of the United States or the District of Columbia, Canada or any province of Canada, Norway or Switzerland and the Successor Company (if not such Company) will expressly assume, by supplemental indenture, executed and delivered to the Trustee, all the obligations of the Company under the Notes, this Indenture, the Security Documents and any Intercreditor Agreement, and the Successor Company shall cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to such Successor Company, together with such financing statements or comparable documents as may be required to perfect any security interest in such Collateral, and if such Successor Company is not a corporation, a co-obligor of the Notes is a corporation organized or existing under such laws;
(2) immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Company or any Subsidiary of the Successor Company as a result of such transaction as having been Incurred by the Successor Company or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing;
(3) immediately after giving effect to such transaction, either (a) the Successor Company would be able to Incur at least an additional $1.00 of Indebtedness pursuant to Section 4.09(a) or (b) the Fixed Charge Coverage Ratio would not be lower than it was immediately prior to giving effect to such transaction; and
(4) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion of Counsel to the effect that such supplemental indenture (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the Successor Company; provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of clauses (2) and (3) above.
 
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(b) For purposes of this Section 5.01, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.
(c) The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture, the Notes, the Security Documents and any Intercreditor Agreement, but in the case of a lease of all or substantially all its assets, the predecessor company will not be released from its obligations under this Indenture, the Notes, the Security Documents or any Intercreditor Agreement.
(d) Notwithstanding Section 5.01(a)(2), (3) and (4) (which do not apply to transactions referred to in this Section 5.01(d)), (a) any Restricted Subsidiary of the Company may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company and (b) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary. Notwithstanding Section 5.01(a)(2) and (3) (which do not apply to the transactions referred to in this Section 5.01(d)), the Company may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Company, reincorporating the Company in another jurisdiction, or changing the legal form of the Company.
Section 5.02 Merger and Consolidation of Guarantors.
(a) The provisions of this Section 5.01 (other than Section 5.01(a)(2)) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary of the Company.
(b) No Guarantor may:
(1) consolidate with or merge with or into any Person; or
(2) sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person; or
(3) permit any Person to merge with or into the Guarantor, unless
(a) the other Person is the Company or any Restricted Subsidiary that is Guarantor or becomes a Guarantor concurrently with the transaction; or
(b) (1) either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person (the “ Successor Guarantor ”) expressly assumes all of the obligations of the Guarantor under its Note Guarantee of the Notes, this Indenture, the Security Documents and any Intercreditor Agreement and the Successor Guarantor shall cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be
 
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required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to such Successor Guarantor, together with such financing statements or comparable documents as may be required to perfect any security interest in such Collateral; and
(2) immediately after giving effect to the transaction, no Default has occurred and is continuing; or
(c) the transaction constitutes a sale or other disposition (including by way of consolidation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Company or a Restricted Subsidiary) otherwise permitted by this Indenture.
Section 5.03 Successor Substituted.
Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of the Company in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof, the successor Person formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of this Indenture referring to the Company shall refer instead to the successor Person and not to the Company, and may exercise every right and power of the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; provided, however, that the Company shall not be relieved from the obligation to pay the principal of and interest on the Notes except in the case of a sale of all or substantially all of the Company’s properties or assets in a transaction that is subject to, and that complies with the provisions of, Section 5.01 hereof.
ARTICLE 6
DEFAULTS AND REMEDIES
Section 6.01 Events of Default.
Each of the following is an “Event of Default”:
(1) default in any payment of interest, if any, on any Note when due and payable, continued for 30 days;
(2) default in the payment of the principal amount of or premium, if any, on any Note issued under this Indenture when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise;
(3) failure to comply with Article 5 of this Indenture;
 
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(4) failure to comply with the Company’s agreements or obligations contained in this Indenture for 60 days after written notice by the Trustee on behalf of the Holders or by the Holders of 30% in principal amount of the outstanding Notes;
(5) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is Guaranteed by the Company any of its Restricted Subsidiaries) other than Indebtedness owed to the Company or a Restricted Subsidiary whether such Indebtedness or Guarantee now exists, or is created after the date hereof, which default:
(a) is caused by a failure to pay principal of such Indebtedness, at its stated final maturity (after giving effect to any applicable grace periods) provided in such Indebtedness (“ payment default ”); or
(b) results in the acceleration of such Indebtedness prior to its stated final maturity,
and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a payment default or the maturity of which has been so accelerated, aggregates $25.0 million or more;
(6) the Company, or any Significant Subsidiary (or group of Restricted Subsidiaries that together (determined as of the most recent consolidated financial statements of the Company for a fiscal period end provided as required under Section 4.03 would constitute a Significant Subsidiary):
(A) commences a voluntary case, or proceeding (including the filing of a notice of intention in respect thereof);
(B) consents to the entry of an order for relief against it in an involuntary case or proceeding;
(C) consents to the appointment of a custodian, receiver, receiver-manager, administrative receiver, administrator, liquidator, trustee, liquidation custodian, sequestrator, conservator, or similar official of it or for all or substantially all of its property; or
(D) makes a general assignment for the benefit of its creditors;
(7) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:
(A) is for relief against the Company, or any Significant Subsidiary (or group of Restricted Subsidiaries that together (determined as of the most recent consolidated financial statements of the Company for a fiscal period end provided as required under Section 4.03 would constitute a Significant Subsidiary) in an involuntary case or proceeding;
 
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(B) appoints a custodian, receiver, receiver-manager, administrative receiver, administrator, liquidator, trustee, liquidation custodian, sequestrator, conservator, or similar official of the Company, (including, without limitation, any commissaire, liquidateur, juge-commissaire or curateur), or any Significant Subsidiary (or group of Restricted Subsidiaries that together (determined as of the most recent consolidated financial statements of the Company for a fiscal period end provided as required under Section 4.03 would constitute a Significant Subsidiary) or for all or substantially all of the property of the Company, or any of the Company’s Restricted Subsidiaries that is a Significant Subsidiary or any group of the Company’s Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; or
(C) orders the liquidation, winding up, or dissolution or a suspension of payments against the Company, or any Significant Subsidiary (or group of Restricted Subsidiaries that together (determined as of the most recent consolidated financial statements of the Company for a fiscal period end provided as required under Section 4.03 would constitute a Significant Subsidiary);
(8) failure by the Company or any Significant Subsidiary (or group of Restricted Subsidiaries that together (determined as of the most recent consolidated financial statements of the Company for a fiscal period end provided as required under Section 4.03 would constitute a Significant Subsidiary), to pay final judgments aggregating in excess of $25.0 million other than any judgments covered by indemnities provided by, or insurance policies issued by, reputable and creditworthy issuers, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;
(9) any Note Guarantee ceases to be in full force and effect, other than in accordance with the terms of this Indenture or a Guarantor denies or disaffirms its obligations under its Note Guarantee, other than in accordance with the terms thereof or upon release of such Note Guarantee in accordance with this Indenture;
(10) unless such Liens have been released in accordance with the provisions of the Security Documents, Liens with respect to all or substantially all of the Collateral cease to be valid or enforceable, or the Company shall assert or any Guarantor shall assert, in any pleading in any court of competent jurisdiction, that any such security interest is invalid or unenforceable and, in the case of any such Guarantor, the Company fails to cause such Guarantor to rescind such assertions within 30 days after the Company has actual knowledge of such assertions; or
 
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(11) the failure by the Company or any Guarantor to comply for 60 days after notice with its other agreements contained in the Security Documents, except for a failure that would not be material to the Holders of the Notes and would not materially affect the value of the Collateral taken as a whole.
However, a default under clause (8) of this Section 6.01 will not constitute an Event of Default until the Trustee or the Holders of 30% in principal amount of the outstanding Notes notify the Company of the default and the Company does not cure such default within the time specified in clause (8) of this Section 6.01 after receipt of such notice.
Section 6.02 Acceleration.
(a) In the case of an Event of Default specified in clauses (6) or (7) of Section 6.01 hereof, all outstanding Notes will become due and payable immediately without further action or notice.
(b) In the event any Event of Default (other than an Event of Default pursuant to clauses (6) or (7) of Section 6.01 hereof) occurs and is continuing, the Trustee by written notice to the Company or the Holders of at least 30% in principal amount of the outstanding Notes by written notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Notes to be due and payable. Upon such a declaration, such principal, premium and accrued and unpaid interest, if any, will be due and payable immediately.
(c) In the event of a declaration of acceleration of the Notes because an Event of Default set forth in Section 6.01(5) has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to Section 6.01(5) shall be remedied or cured, or waived by the holders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the declaration of acceleration with respect thereto and if (1) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, except nonpayment of principal, premium or interest, if any, on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.
Section 6.03 Other Remedies.
(a) If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium and Additional Interest, if any, and interest on the Notes or to enforce the performance of any provision of the Notes, Note Guarantees or this Indenture, including giving instructions to the Collateral Agent to take enforcement action in accordance with the terms of the Security Documents and the Intercreditor Agreement.
 
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(b) The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.
Section 6.04 Waiver of Past Defaults.
Holders of not less than a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive an existing Default or Event of Default and its consequences hereunder except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes. Upon any such rescission or waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.
Section 6.05 Control by Majority.
Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or the Collateral Agent, or exercising any trust or power conferred on the Trustee or Collateral Agent. However, the Trustee and the Collateral Agent may refuse to follow any direction that conflicts with law or this Indenture that the Trustee or the Collateral Agent determines may be unduly prejudicial to the rights of other Holders or that may involve the Trustee or the Collateral in personal liability or expense provided that the Trustee or the Collateral Agent may take any other action deemed proper by the Trustee or, as the case may be, the Collateral Agent which is not inconsistent with any such direction. Prior to taking any action under this Indenture, the Trustee will be entitled to, and shall receive, indemnification or security (including by way of pre-funding) satisfactory to it in its sole discretion against all losses and expenses that may be incurred in connection with taking or not taking such action.
Section 6.06 Limitation on Suits.
(a) Except to enforce the right to receive payment of principal or interest when due, no Holder may pursue any remedy with respect to this Indenture or the Notes unless:
(1) such Holder has previously given the Trustee written notice that an Event of Default is continuing;
(2) Holders of at least 30% in principal amount of the outstanding Notes have requested in writing the Trustee to pursue the remedy;
(3) such Holders have offered in writing the Trustee indemnity or security (including by way of pre-funding) satisfactory to it against any loss, liability or expense;
(4) the Trustee has not complied with such request within 60 days after the receipt of the written request and the offer of such security or indemnity (including by way of pre-funding); and
 
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(5) the Holders of a majority in principal amount of the outstanding Notes have not given the Trustee a written direction that, in the opinion of the Trustee, is inconsistent with such request within such 60-day period.
(b) A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder.
Section 6.07 Rights of Holders to Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal, premium and Additional Interest, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.
Section 6.08 Collection Suit by Trustee.
If an Event of Default specified in clauses (1) or (2) of Section 6.01 hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium and Additional Interest, if any, and interest remaining unpaid on, the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.
Section 6.09 Restoration of Rights and Remedies.
If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceedings, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding has been instituted.
Section 6.10 Rights and Remedies Cumulative.
Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07 hereof, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.
 
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Section 6.11 Delay or Omission Not Waiver.
No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.
Section 6.12 Trustee or Collateral Agent May File Proofs of Claim.
The Trustee or the Collateral Agent is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee or the Collateral Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee or the Collateral Agent, their agents and counsel) and the Holders allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee or the Collateral Agent, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee or the Collateral Agent any amount due to it for the reasonable and documented compensation, expenses, disbursements and advances of the Trustee or the Collateral Agent, their agents and counsel, and any other amounts due the Trustee or the Collateral Agent under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee or the Collateral Agent, their agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee or the Collateral Agent to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee or the Collateral Agent to vote in respect of the claim of any Holder in any such proceeding.
Section 6.13 Priorities.
(a) If the Trustee or the Collateral Agent collects any money pursuant to this Article 6, it shall, subject to the Intercreditor Agreement (to the extent applicable), pay out the money in the following order:
First: to the Trustee, the Collateral Agent, each Agent and each of their respective agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the Collateral Agent and the costs and expenses of collection;
 
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Second: to Holders for amounts due and unpaid on the Notes for principal, premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any and interest, respectively; and
Third: to the Company or to such party as a court of competent jurisdiction shall direct in writing.
(b) The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10.
Section 6.14 Undertaking for Costs.
In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee or the Collateral Agent for any action taken or omitted by it as a Trustee or the Collateral Agent, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable and documented attorneys’ fees and expenses against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee or the Collateral Agent, a suit by a Holder pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in aggregate principal amount of the then outstanding Notes.
ARTICLE 7
TRUSTEE
Section 7.01 Duties of Trustee.
(a) If an Event of Default, of which a Responsible Officer of the Trustee has actual knowledge, has occurred and is continuing, the Trustee and the Collateral Agent will exercise such of the rights and powers vested in the Trustee and the Collateral Agent by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.
(b) Subject to Section (a) above:
(1) the duties of the Trustee will be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; provided, that to the extent the duties of the Trustee under this Indenture and the Notes may be qualified, limited or otherwise affected by the provisions of the Intercreditor Agreement, the Trustee shall be required to perform those duties only as so qualified, limited or affected, and shall be held harmless and shall not incur any liability of any kind for so acting; and
 
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(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, with respect to certificates or opinions specifically required by any provision hereof to be furnished to it, the Trustee will examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein) and shall be entitled to seek advice from legal counsel in relation thereto.
(c) The Trustee may not be relieved from liabilities for its own gross negligent action, its own negligent failure to act, or its own willful misconduct, except that:
(1) this Section 7.01(c) does not limit the effect of Section 7.01(b);
(2) the Trustee will not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was grossly negligent in ascertaining the pertinent facts; and
(3) the Trustee will not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Sections 6.04 and 6.05 hereof.
(d) No provision of this Indenture will require the Trustee or the Collateral Agent to expend or risk its own funds or incur any liability in the performance of any of its duties hereunder or under the Intercreditor Agreement, and any Future Intercreditor Agreement or Security Documents or to take or omit to take any action under this Indenture or under the Intercreditor Agreement, and any Future Intercreditor Agreement or Security Documents or take any action at the request or direction of Holders if it has grounds for believing that repayment of such funds is not assured to it or it does not receive indemnity or security satisfactory to it in its discretion against any loss, liability or expense which might be incurred by it in compliance with such request or direction nor shall the Trustee be required to do anything which is illegal or contrary to applicable laws. The Trustee will not be liable to the Holders if prevented or delayed in performing any of its obligations or discretionary functions under this Indenture by reason of any present or future law applicable to it, by any governmental or regulatory authority or by any circumstances beyond its control.
(e) The Trustee will not be liable for interest on or the investment of any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee or money held by a Paying Agent (including money held by the Trustee in its capacity as Paying Agent) need not be segregated from other funds except to the extent required by law. Money held by the Trustee in its capacity as Paying Agent shall be held by it as a banker and shall not be subject to the United Kingdom’s Financial Services Authority’s Client Money Rules.
 
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(f) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to Section 7.01.
Section 7.02 Rights of Trustee.
(a) The Trustee may conclusively rely upon and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.
(b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee will not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its own selection and the advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
(c) The Trustee may act through its attorneys and agents and will not be responsible for the misconduct, negligence or failure to act of any attorney or agent appointed with due care.
(d) The Trustee will not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture or the Intercreditor Agreement.
(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company or any Guarantor, as applicable, will be sufficient if signed by an Officer of the Company or such Guarantor, as applicable.
(f) The Trustee and the Collateral Agent will be under no obligation to exercise any of the rights or powers vested in it by this Indenture or the Security Documents at the request or direction of any of the Holders unless such Holders have offered to the Trustee and the Collateral Agent indemnity or security (including by way of pre-funding) satisfactory to the Trustee and the Collateral Agent against the losses, liabilities, costs and expenses that might be incurred by it in compliance with such request or direction.
(g) In no event shall the Trustee be responsible or liable for special, indirect, punitive, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
 
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(h) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.
(i) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified or secured (including by way of pre-funding) to its satisfaction, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder as Registrar and Paying Agent, Collateral Agent and each Agent, custodian and other Person employed to act hereunder.
(j) The Trustee may request that the Company and each Guarantor deliver an Officer’s Certificate setting forth the names of individuals and/or titles of Officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any Person authorized to sign an Officer’s Certificate, including any Person specified as so authorized in any such certificate previously delivered and not superseded.
(k) Notwithstanding any provision herein to the contrary, in no event shall the Trustee be liable for any failure or delay in the performance of its obligations under this Indenture because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, strikes or work stoppages for any reason, embargo, government action, including any laws, ordinances, regulations or the like which restrict or prohibit the providing of the services contemplated by this Indenture, inability to obtain material, equipment, or communications or computer facilities, or the failure of equipment or interruption of communications or computer facilities, and other causes beyond its control whether or not of the same class or kind as specifically named above.
(l) The Trustee shall not be bound to make any investigation into the facts or matters stated in any Officer’s Certificate, Opinion of Counsel, or any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company.
(m) In the event the Trustee receives inconsistent or conflicting requests and indemnity from two or more groups of Holders, each representing less than the requisite majority in aggregate principal amount of the Notes then outstanding, pursuant to the provisions of this Indenture (as qualified, limited or otherwise affected by the provisions of the Intercreditor Agreement), the Trustee, in its sole discretion, may determine what action, if any, shall be taken and shall be held harmless and shall not incur any liability for its failure to act until such inconsistency or conflict is, in its reasonable opinion, resolved.
(n) Except with respect to Section 4.01, and provided it is acting as the Principal Paying Agent, the Trustee shall have no duty to inquire as to the performance of the Company with respect to the covenants contained in Article 4. Delivery of reports, information and documents to the Trustee under Section 4.03 is for informational purposes only and the
 
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Trustee’s receipt of the foregoing shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).
(o) The Trustee shall not have any obligation or duty to monitor, determine or inquire as to compliance, and shall not be responsible or liable for compliance with restrictions on transfer, exchange, redemption, purchase or repurchase, as applicable, of minimum denominations imposed under this Indenture or under applicable law or regulation with respect to any transfer, exchange, redemption, purchase or repurchase, as applicable, of any interest in any Notes.
(p) The Trustee shall not be required to give any bond or surety with respect to the performance of its duties or the exercise of its powers under this Indenture.
(q) At any time that the security granted pursuant to the Security Documents has become enforceable and the Holders have given a direction to the Trustee to enforce such security, the Trustee is not required to give any direction to the Collateral Agent with respect thereto unless it has been indemnified in accordance with Section 7.01(e). In any event, in connection with any enforcement of such security, the Trustee is not responsible for:
(1) any failure of the Collateral Agent to enforce such security within a reasonable time or at all;
(2) any failure of the Collateral Agent to pay over the proceeds of enforcement of the Security;
(3) any failure of the Collateral Agent to realize such security for the best price obtainable;
(4) monitoring the activities of the Collateral Agent in relation to such enforcement;
(5) taking any enforcement action itself in relation to such security;
(6) agreeing to any proposed course of action by the Collateral Agent which could result in the Trustee incurring any liability for its own account; or
(7) paying any fees, costs or expenses of the Collateral Agent.
(r) The permissive rights of the Trustee to take the actions permitted by this Indenture will not be construed as an obligation or duty to do so.
 
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(s) Anything in this Indenture to the contrary notwithstanding, in no event shall the Trustee be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits, business, goodwill or opportunity), even if the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.
(t) The Trustee may assume without inquiry in the absence of actual knowledge that the Company is duly complying with its obligations contained in this Indenture required to be performed and observed by it, and that no Default or Event of Default or other event which would require repayment of the Notes has occurred.
(u) In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of, or caused by, directly or indirectly, forces beyond its control, including, without limitation, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God; it being understood that the Trustee shall use reasonable efforts that are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.
(v) No provision of this Indenture shall require the Trustee to do anything which, in its opinion, may be illegal or contrary to applicable law or regulation.
(w) The Trustee and the Paying Agent shall, if required by applicable law, make withholdings or deductions from amounts paid by them and shall be entitled to make payments net of any taxes or other sums required by any applicable law to be withheld or deducted.
Section 7.03 Individual Rights of Trustee.
The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Guarantor or any Affiliate of the Company or any Guarantor with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.
Section 7.04 Trustee’s Disclaimer.
The Trustee will not be responsible for and makes no representation as to the validity or adequacy of any offering materials, this Indenture, the Notes or any Note Guarantee, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s direction under any provision of this Indenture, it will not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it will not be responsible for any statement or recital herein or any statement in the Notes, any Note Guarantee or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.
 
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Section 7.05 Notice of Defaults.
If a Default occurs and is continuing and the Trustee is informed of such occurrence by the Company, the Trustee shall give notice of the Default to the Holders within 60 days after being notified by the Company. Except in the case of a Default in the payment of principal of, or premium, if any, or interest on any Note, the Trustee may withhold notice if and so long as a committee of trust officers of the Trustee in good faith determines that withholding notice is in the interests of the Holders. The Company is required to deliver to the Trustee, within 120 days after the end of each fiscal year, an Officer’s Certificate indicating whether the signers thereof know of any Default that occurred during the previous year. The Company is required to deliver to the Trustee, within 30 days after the occurrence thereof, written notice of any events of which they are aware which would constitute certain Defaults, their status and what action the Company is taking or proposes to take in respect thereof.
Section 7.06 [Reserved.]
Section 7.07 Compensation and Indemnity.
(a) The Company, or, upon the failure of the Company to pay, each Guarantor, jointly and severally, will pay to each of the Trustee, each Agent and the Collateral Agent from time to time such compensation for its acceptance and administration of this Indenture, the Security Documents and/or the Intercreditor Agreement and services hereunder. The Trustee’s and the Collateral Agent’s compensation will not be limited by any law on compensation of a trustee of an express trust. The Company will reimburse each of the Trustee and the Collateral Agent promptly upon request for all properly incurred disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses will include the properly incurred compensation, disbursements and expenses of each of the Trustee’s and the Collateral Agent’s agents and counsel.
(b) The Company and each Guarantor, jointly and severally, will indemnify each of the Trustee, each Agent and the Collateral Agent and hold each of them harmless from and against any and all losses, liabilities, claims, damages, costs or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties or the exercise of its rights under this Indenture, the Security Documents, and/or the Intercreditor Agreement, including the properly incurred costs and expenses of enforcing this Indenture, the Security Documents, and/or the Intercreditor Agreement against the Company and the Guarantors (including this Section 7.07) and defending itself against any claim (whether asserted by the Company, the Guarantors, any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its own gross negligence, fraud or willful misconduct. The Trustee or the Collateral Agent, as the case may be, will notify the Company as soon as reasonably practicable of any claim of which it or a Responsible Officer has received written notice for which it may seek indemnity. Failure by the Trustee or the Collateral Agent, as the case may be, to so notify the Company will not relieve the Company or any of the Guarantors of their obligations hereunder.
 
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(c) The obligations of the Company and the Guarantors under this Section 7.07 will survive the satisfaction and discharge of this Indenture, the payment of the Notes and/or the resignation or removal of the Trustee, the relevant Agent or the Collateral Agent.
(d) To secure the Company’s and the Guarantors’ payment obligations in this Section 7.07, each of the Trustee and the Collateral Agent will have a Lien prior to the Notes on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Notes. Such Lien will survive the satisfaction and discharge of this Indenture, the payment of the Notes and/or the resignation or removal of the Trustee or the Collateral Agent.
(e) When the Trustee or the Collateral Agent incurs expenses or renders services after an Event of Default specified in clause (6) or (7) of Section 6.01 hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.
Section 7.08 Replacement of Trustee.
(a) A resignation or removal of the Trustee and appointment of a successor Trustee will become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08.
(b) The Trustee may resign at any time and be discharged from the trust hereby created by so notifying the Company in writing. The Holders of a majority in aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if:
(1) The Trustee acquires a conflict of interest in its capacity as Trustee that is not eliminated;
(2) the Trustee fails to comply with Section 7.10 hereof;
(3) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;
(4) a custodian or public officer takes charge of the Trustee or its property; or
(5) the Trustee becomes incapable of acting.
(c) In the event that the Trustee may be removed by the Company pursuant to a provision in clause (b) hereunder, any Holder who has been a bona fide Holder for not less than 6 months may petition any court for removal of the Trustee and appointment of a successor Trustee.
(d) If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company will promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company.
 
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(e) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee may appoint a successor on the Company’s behalf, or the retiring Trustee, the Company, or the Holders of at least 10% in aggregate principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.
(f) If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition at the expense of the Company any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.
(g) A successor Trustee will deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee will become effective, and the successor Trustee will have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee will mail a notice of its succession to Holders. The retiring Trustee will promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 hereof will continue for the benefit of the retiring Trustee.
Section 7.09 Successor Trustee by Merger, etc.
If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business (including this transaction) to, another corporation, the successor corporation without any further act will be the successor Trustee.
Section 7.10 Eligibility; Disqualification.
There will at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United Kingdom, or United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by U.K. or U.S. federal or state authorities and that has a combined capital and surplus of at least $50.0 million as set forth in its most recent published annual report of condition.
Section 7.11 [Reserved.]
Section 7.12 Certain Rights of the Collateral Agent.
Whether or not expressly provided herein, the rights, privileges, protections, immunities and benefits given to the Collateral Agent pursuant to the Security Documents shall apply to any action taken by the Collateral Agent in accordance with the terms of this Indenture or the Intercreditor Agreement.
 
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Section 7.13 Resignation of Agents.
Any Agent may resign and be discharged from its duties under this Indenture at any time by giving thirty (30) days’ prior written notice of such resignation to the Trustee and Company. The Trustee or Company may remove any Agent at any time by giving thirty (30) days’ prior written notice to any Agent. Upon such notice, a successor Agent shall be appointed by the Company, who shall provide written notice of such to the Trustee. Such successor Agent shall become the Agent hereunder upon the resignation or removal date specified in such notice. If the Company is unable to replace the resigning Agent within thirty (30) days after such notice, the Agent may appoint a replacement Agent or may deliver any funds then held hereunder in its possession to the Trustee or may apply to a court of competent jurisdiction for the appointment of a successor Agent or for other appropriate relief. The costs and expenses (including its counsels’ fees and expenses) incurred by the Agent in connection with such proceeding shall be paid by the Company. Upon receipt of the identity of the successor Agent, the Agent shall deliver any funds then held hereunder to the successor Agent, less the Agent’s fees, costs and expenses or other obligations owed to the Agent. Upon its resignation and delivery of any funds, the Agent shall be discharged of and from any and all further obligations arising in connection with this Indenture, but shall continue to enjoy the benefit of Section 7.07. Subject to Section 6.03, the Agents shall act solely as agents of the Company.
Section 7.14 Rights of Other Agents.
The rights, privileges, protections, immunities and benefits given to the Trustee in this Article 7, including, without limitation, its right to be reimbursed, compensated or indemnified, are extended to, and shall be enforceable by, the Agents and the Collateral Agent as if the Agents and the Collateral Agent were named as the Trustee herein.
ARTICLE 8
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.
The Company may at any time, at the option of the Company’s Board of Directors evidenced by a resolution set forth in an Officer’s Certificate, elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes and Note Guarantees upon compliance with the conditions set forth below in this Article 8.
Section 8.02 Legal Defeasance and Discharge.
(a) Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.02, the Company and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes (including the Note Guarantees) on the date the conditions set forth below are satisfied (hereinafter, “ Legal Defeasance ”) . For this
 
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purpose, Legal Defeasance means that the Company and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes (including the Note Guarantees), which will thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof and the other Sections of this Indenture referred to in clauses (1) and (2) below, and to have satisfied all their other obligations under such Notes, the Note Guarantees and this Indenture (and the Trustee, on written demand of and at the expense of the Company, shall execute instruments acknowledging the same), except for the following provisions which will survive until otherwise terminated or discharged hereunder:
(1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium, if any, on, such Notes when such payments are due from the trust referred to in Section 8.04 hereof;
(2) the Company’s obligations with respect to such Notes under Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.10 and Section 4.02 hereof;
(3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s and the Guarantors’ obligations in connection therewith; and
(4) this Article 8.
(b) Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.
Section 8.03 Covenant Defeasance.
Upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company and each of the Guarantors will, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from each of their obligations under the covenants contained in Sections 4.03, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18, 4.19 and 4.20 and Section 5.01(a)(3), 5.01(a)(4), 5.02(b)(1), 5.02(b)(2) and 5.02(b)(3)(a) and (c) hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (hereinafter, “ Covenant Defeasance ”) , and the Notes will thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes will not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and Note Guarantees, the Company and the Guarantors may omit to comply with and will have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply with such covenants will not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified in this Section 8.03, the remainder of this Indenture and such Notes and Note Guarantees will be unaffected
 
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thereby. In addition, upon the Company’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3), 6.01(4), 6.01(5), 6.01(6), (solely with respect to Restricted Subsidiaries), 6.01(7), (solely with respect to Restricted Subsidiaries), 6.01(8) and 6.01(10) will not constitute Events of Default.
Section 8.04 Conditions to Legal or Covenant Defeasance.
In order to exercise either Legal Defeasance or Covenant Defeasance under either Section 8.02 or 8.03 hereof:
(1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the written opinion of a U.S. nationally recognized investment bank, appraisal firm, or firm of independent public accountants delivered to the Trustee, to pay the principal of, premium, if any, and interest on, the outstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whether the Notes are being defeased to such stated date for payment or to a particular redemption date;
(2) in the case of an election under Section 8.02 hereof, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) confirming that:
(A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or
(B) since the Issue Date there has been a change in the applicable federal income tax law,
in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit and defeasance and will be subject to U.S. federal income tax on the same amounts and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred;
(3) in the case of an election under Section 8.03 hereof, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee (subject to customary exceptions and exclusions) confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;
(4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing);
 
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(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;
(6) the Company must deliver to the Trustee an Opinion of Counsel stating that as of the date of such opinion and subject to customary assumptions and exclusions, following the deposit, the trust funds will not be subject to the effect of Section 547 of Title 11 of the United States Code, as amended;
(7) the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or others; and
(8) the Company must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.
Section 8.05 Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions.
(a) Subject to Section 8.06 hereof, all money and non-callable Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “ Trustee ”) pursuant to Section 8.04 hereof in respect of the outstanding Notes will be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and interest, but such money need not be segregated from other funds except to the extent required by law.
(b) The Company will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Government Securities deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.
(c) Notwithstanding anything in this Article 8 to the contrary, the Trustee will deliver or pay to the Company from time to time upon the written request of the Company any money or non-callable Government Securities held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under clause (1) of Section 8.04 hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.
 
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Section 8.06 Repayment to the Company.
Any money deposited with the Trustee or any Paying Agent, or then held by the Company in trust, for the payment of the principal of, premium, if any, or interest on, any Note and remaining unclaimed for two years after such principal, premium, if any, or interest has become due and payable shall be paid to the Company on its written request or (if then held by the Company) will be discharged from such trust; and the Holders will thereafter be permitted to look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such money, and all liability of the Company as trustee thereof, will thereupon cease; provided , however , that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which will not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining will be repaid to the Company.
Section 8.07 Reinstatement.
If the Trustee or Paying Agent is unable to apply any U.S. dollars or non-callable Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s and the Guarantors’ obligations under this Indenture and the Notes and the Note Guarantees will be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided , however , that, if the Company makes any payment of principal of, premium, if any, or interest on, any Note following the reinstatement of its obligations, the Company will be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.
ARTICLE 9
AMENDMENT, SUPPLEMENT AND WAIVER
Section 9.01 Without Consent of Holders.
(a) Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder, the Company, the Guarantors and the Trustee and, if applicable, the Collateral Agent, may amend or supplement any Note Documents, Security Documents and the Company may direct the Trustee and Collateral Agent, and the Trustee and Collateral Agent shall, enter into an amendment to the Intercreditor Agreement or any Future Intercreditor Agreement, to:
(1) cure any ambiguity, omission, mistake, defect, error or inconsistency, conform any provision to the section of the Offering Circular titled “Description of the Notes,” or reduce the minimum denomination of the Notes;
 
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(2) provide for the assumption by a successor Person of the obligations of the Company under any Note Document;
(3) provide for uncertificated Notes in addition to or in place of certificated Notes;
(4) add to the covenants or provide for a Note Guarantee for the benefit of the Holders or surrender any right or power conferred upon the Company or any Restricted Subsidiary;
(5) make any change that does not adversely affect the rights of any Holder in any material respect;
(6) make such provisions as necessary (as determined in good faith by the Company) for the issuance of Additional Notes in accordance with the terms of this Indenture;
(7) to provide for any Restricted Subsidiary to provide a Note Guarantee in accordance with Section 4.09, to add Note Guarantees with respect to the Notes, to add security to or for the benefit of the Notes, or to confirm and evidence the release, termination, discharge or retaking of any Note Guarantee or Lien with respect to or securing the Notes when such release, termination, discharge or retaking is provided for under this Indenture;
(8) to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements thereof or to provide for the accession by the Trustee to any Note Document;
(9) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted by this Indenture, including, without limitation, to facilitate the issuance and administration of Notes; provided , however , that (i) compliance with this Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes;
(10) mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent for the benefit of the Trustee on behalf of the Holders of the Notes, as additional security for the payment and performance of all or any portion of the Payment Priority Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to this Indenture, any of the Security Documents or otherwise; or
 
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(11) to provide for the release of Collateral from the Lien pursuant to this Indenture, the Security Documents, the Intercreditor Agreement and any Future Intercreditor Agreement when permitted or required by the Security Documents, this Indenture, the Intercreditor Agreement or any Future Intercreditor Agreement.
(b) Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental indenture, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee will join with the Company and the Guarantors in the execution of any amended or supplemental indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee will not be obligated to enter into such amended or supplemental indenture that affects its own rights, duties or immunities under this Indenture or otherwise.
Section 9.02 With Consent of Holders.
(a) Except as provided in this Section 9.02, the Company, the Guarantors and the Trustee and, if applicable, the Collateral Agent, may amend or supplement this Indenture (including, without limitation, Sections 4.10 and 4.15 hereof), the Notes, the Note Guarantees, the Security Documents, the Intercreditor Agreement and any Future Intercreditor Agreement with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on, the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Notes, the Note Guarantees, the Security Documents, the Intercreditor Agreement or any Future Intercreditor Agreement may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes). Section 2.08 hereof shall determine which Notes are considered to be “outstanding” for purposes of this Section 9.02.
(b) Upon the request of the Company accompanied by a resolution of its Boards of Directors authorizing the execution of any such amended or supplemental indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.06 hereof, the Trustee will join with the Company and the Guarantors in the execution of such amended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture.
 
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(c) It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment, supplement or waiver, but it is sufficient if such consent approves the substance thereof.
(d) A consent to any amendment or waiver under this Indenture by any Holder of Notes given in connection with a tender of such Holder’s Notes will not be rendered invalid by such tender.
(e) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will mail to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, will not, however, in any way impair or affect the validity of any such amendment, supplement or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company or any Guarantor with any provision of this Indenture, the Notes, the Note Guarantees, the Security Documents, the Intercreditor Agreement or any Future Intercreditor Agreement. However, without the consent of each Holder affected thereby, an amendment, supplement or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder):
(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;
(2) reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions relating to Change of Control and Asset Dispositions);
(3) reduce the principal of or extend the Stated Maturity of any such Note;
(4) reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be redeemed, in each case as set forth in Section 3.07;
(5) make any such Note payable in money other than that stated in such Note;
(6) impair the right of any Holder to receive payment of principal of and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any such payment on or with respect to such Holder’s Notes or the Note Guarantees;
(7) waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest (except pursuant to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of such Notes and a waiver of the payment default that resulted from such acceleration); or
(8) make any change in the amendment or waiver provisions which require the Holders’ consent described in this sentence.
 
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(f) Without the consent of the Holders of at least 66-2/3% in principal amount of Notes then outstanding (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, such Notes), no amendment, supplement or waiver may release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents with respect to the Notes.
Section 9.03 [Reserved.]
Section 9.04 Revocation and Effect of Consents.
Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder is a continuing consent by the Holder and every subsequent Holder or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder or subsequent Holder may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective. After an amendment, supplement or waiver becomes effective in accordance with its terms, it thereafter binds every Holder.
Section 9.05 Notation on or Exchange of Notes.
The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.
Failure to make the appropriate notation or issue a new Note will not affect the validity and effect of such amendment, supplement or waiver.
Section 9.06 Trustee or the Collateral Agent to Sign Amendments , etc.
The Trustee or Collateral Agent will sign any amended or supplemental indenture authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee or Collateral Agent. The Company may not sign an amended or supplemental indenture until the Company’s Board of Directors approves it. In executing any amended or supplemental indenture, the Trustee or Collateral Agent will be provided with and (subject to Section 7.01 hereof) will be fully protected in relying upon, in addition to the documents required by Section 13.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture.
 
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ARTICLE 10
NOTE GUARANTEES
Section 10.01 Guarantee.
(a) Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally, subject to the Agreed Security Principles, guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and the Collateral Agent and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that:
(1) the principal of, premium and Additional Interest, if any, and interest on, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee or the Collateral Agent hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and
(2) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise.
Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.
(b) To the extent permitted by applicable law and subject to the Agreed Security Principles, the Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of either Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture.
(c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or the Collateral Agent or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect.
(d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders, the Collateral Agent and the Trustee,
 
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on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors will have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.
(e) Neither the Trustee nor any Agent nor the Collateral Agent shall have any obligation or liability with respect to determining or monitoring (i) the jurisdiction of organization of the Company or any Guarantor or any change thereto, (ii) the applicability of any laws referred to in this Article 10, and/or whether or not any such law has been complied with or violated by this Indenture, any Note Guarantee, any Security Document, the Intercreditor Agreement or any action of the Company or any Guarantor, or (iii) adjustments in amounts payable by any Guarantor as a result of the applicability of any laws referred to in this Section 10.01.
Section 10.02 Limitation on Guarantor Liability.
(a) Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal, state or provincial law in any jurisdiction to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Collateral Agent, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor will be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 10, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance.
(b) Any guarantee, indemnity, obligation and/or liability granted, incurred, undertaken, assumed or otherwise agreed by any Guarantor incorporated in Spain (a “ Spanish Guarantor ”) shall be limited as follows:
(1) it shall not cover any obligation to the extent that the same would constitute unlawful financial assistance within the meaning of sections 143 and 150 of the Spanish Companies Act (“ Real Decreto Legislativo 1/2010, de 2 de julio, por el que se aprueba el texto refundido de la Ley de Sociedades de Capital ”) . Such limitations of the liabilities and obligations of any Spanish Guarantor may have the effect of reducing the amount of the obligations or liabilities assumed to zero; and
 
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(2) it shall not be granted by the Spanish Guarantor if it is incorporated as a “ sociedad de responsabilidad limitada ”, to the extent that the same would be in breach of the prohibition contained in section 402 of the Spanish Companies Act (“ Real Decreto Legislativo 1/2010, de 2 de julio, por el que se aprueba el texto refundido de la Ley de Sociedades de Capital ”).
In addition, a Note Guarantee provided by a Spanish Guarantor as provided for in this Article 10 shall be deemed to be null and void if the principal obligation secured is declared null and void.
(c) Each Guarantor that as of the date of this Indenture or thereafter is incorporated, organized or formed, as the case may be, in Colombia (a “ Colombian Guarantor ”), and by its acceptance hereof, each Holder, the Collateral Agent and the Trustee, hereby confirm that the liability of such Colombian Guarantor shall be limited to the amount that any such Colombian Guarantor may be able to pay without exceeding its financial capacity or otherwise resulting in insolvency of such Colombian Guarantor.
Section 10.03 [ Intentionally Omitted . ]
Section 10.04 Guarantors May Consolidate, etc ., on Certain Terms.
Except as set forth in Articles 4 and 5 hereof nothing contained in this Indenture or in any of the Notes will prevent any consolidation, merger or amalgamation of a Guarantor with or into the Company or another Guarantor, or will prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.
Section 10.05 Releases.
(a) The Note Guarantee of a Guarantor will terminate upon:
(1) (a) a sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Guarantor or (b) the sale or disposition of all or substantially all the assets of the Guarantor, in the case of each of clauses (a) and (b) to a Person other than to the Company or a Restricted Subsidiary (and in the case of clause (b) provided that such Guarantor would be an Immaterial Subsidiary following such sale or disposition) and as otherwise permitted by this Indenture;
(2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary;
(3) defeasance or discharge of the Notes, as provided in Article 11;
(4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon the release of the guarantee referred to in such clause;
 
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(5) in the case of a Note Guarantee made by a Guarantor (each, an “ Other Guarantee ”) as a result of its guarantee of other Indebtedness of the Company or a Guarantor pursuant to Section 4.17, the release of such Guarantor from all of the relevant Indebtedness, except a release as a result of the repayment in full of such Indebtedness (it being understood that a release subject to a contingent reinstatement is still considered a release, and if any such Indebtedness of such Guarantor under any Other Guarantee is so reinstated, such Note Guarantee shall also be reinstated); or
(6) upon the achievement of Investment Grade Status by the Notes; provided that such Note Guarantee shall be reinstated upon the Reversion Date.
(b) Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10.
ARTICLE 11
SATISFACTION AND DISCHARGE
Section 11.01 Satisfaction and Discharge.
(a) This Indenture will be discharged and will cease to be of further effect as to all outstanding Notes hereunder, when:
(1) either:
(a) all the Notes previously authenticated and delivered (other than certain lost, stolen or destroyed Notes and certain Notes for which provision for payment was previously made and thereafter the funds have been released to the Company) have been delivered to the Trustee for cancellation; or
(b) all Notes not previously delivered to the Trustee for cancellation (i) have become due and payable, (ii) will become due and payable at their Stated Maturity within one year or (iii) are to be called for redemption within one year under arrangements satisfactory to the trustee for the publication of notice of redemption by the Trustee in the name, and at the expense, of the Company;
(2) the Company has deposited or caused to be deposited with the Trustee, money or U.S. Government Obligations, or a combination thereof, as applicable, in an amount sufficient to pay and discharge the entire indebtedness on the Notes not previously delivered to the Trustee for cancellation, for principal, premium, if any, and interest to the date of deposit (in the case of Notes that have become due and payable), or to the Stated Maturity or redemption date, as the case may be; and
 
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(3) the Company has paid or caused to be paid all other sums payable under this Indenture; and (4) the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel each to the effect that all conditions precedent under this Section 11.01 relating to the satisfaction and discharge of this Indenture have been complied.
In addition, an Officer’s Certificate has been delivered to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied ( provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (1), (2) and (3) of this Section 11.01(a)).
(b) Notwithstanding the satisfaction and discharge of this Indenture, if money has been deposited with the Trustee pursuant to Section 11.01(a)(2), the provisions of Sections 11.02 and 8.06 hereof will survive such satisfaction and discharge. In addition, nothing in this Section 11.01 will be deemed to discharge those provisions of Section 7.07 hereof, or any other provision hereof, that, by their terms, survive the satisfaction and discharge of this Indenture.
Section 11.02 Application of Trust Money.
(a) Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium and Additional Interest, if any) and interest for whose payment such money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.
(b) If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 11.02 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s and any Guarantor’s obligations under this Indenture and the Notes and Note Guarantees, as applicable, shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided that if the Company has made any payment of principal of, premium or Additional Interest, if any, or interest on, any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.
 
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ARTICLE 12
COLLATERAL AND SECURITY
Section 12.01 The Collateral.
(a) The Company has appointed Citibank, N.A., London Branch to act as Collateral Agent, and each Holder by its acceptance of any Notes and the Note Guarantees thereof, irrevocably consents and agrees to such appointment. The Collateral Agent shall have the privileges, powers and immunities as set forth in this Indenture, the Security Documents and the Intercreditor Agreement.
(b) The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Guarantees thereof when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent lawful), if any, on the Notes and the Note Guarantees thereof and performance of all other obligations under this Indenture, including, without limitation, the obligations of the Company set forth in Section 7.07 and Section 8.07 herein, and the Notes and the Note Guarantees thereof and the Security Documents, shall be secured by all Security Documents hereafter delivered as required or permitted by this Indenture subject to the terms of the Intercreditor Agreement. The Company and the Guarantors, including Post-Closing Guarantors, shall use commercially reasonable efforts to enter into the Security Documents listed on Annex I to the Agreed Security Principles within 90 days of the Issue Date.
(c) The Security Documents may also secure on a first-priority basis, subject to Permitted Liens, the Company’s and the Guarantors’ Obligations under Payment Priority Obligations and Pari Passu Secured Obligations, provided that an authorized representative of the holders thereof (if not already a party to the Intercreditor Agreement) shall have executed a joinder to the Intercreditor Agreement in the form or forms provided therein. Under the terms of the Intercreditor Agreement, the proceeds of any collection, sale, disposition or other realization of Collateral received in connection with the exercise of remedies (including distributions of cash, securities or other property on account of the value of the Collateral in a bankruptcy, insolvency, reorganization or similar proceedings) shall be applied, after the payment of certain amounts due to the Collateral Agent, first to repay the Priority Payment Priority Obligations before any Holder receives any proceeds.
(d) The Company and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders, the Collateral Agent and the Trustee, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreement, and the Collateral Agent is hereby authorized to execute and deliver the Security Documents.
(e) Each Holder, by its acceptance of any Notes and the related Note Guarantee thereof, consents and agrees to the terms of the Security Documents (including, without limitation, the provisions providing for foreclosure) and the Intercreditor Agreement as the same may be in effect or as may be amended from time to time in accordance with their terms, and appoints the Collateral Agent as its agent thereunder and authorizes and directs the Collateral Agent to perform its obligations and exercise its rights under the Security Documents and the Intercreditor Agreement in accordance therewith.
 
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(f) The Trustee and each Holder, by accepting the Notes and the Note Guarantees thereof, acknowledges that, as more fully set forth in the Security Documents and the Intercreditor Agreement, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents and the Intercreditor Agreement and actions that may be taken thereunder.
Section 12.02 Further Assurances.
To the extent required under this Indenture or any of the Security Documents and subject to the Agreed Security Principles, the Company and the Guarantors shall, at their sole expense, execute any and all further documents, financing statements, agreements and instruments, and take all further action that may be required under applicable law, or that the Collateral Agent or the Trustee may reasonably request, in order to grant, preserve, protect and perfect the validity and priority of the security interests and Liens created or intended to be created by the Security Documents in the Collateral. In addition, to the extent required under this Indenture or any of the Security Documents and subject to the Agreed Security Principles, from time to time, the Company will reasonably promptly secure the obligations under this Indenture and Security Documents by pledging or creating, or causing to be pledged or created, perfected security interests and Liens with respect to the Collateral perfected to the extent required by the Security Documents and subject to the Agreed Security Principles. Such security interests and Liens will be created under the Security Documents and other security agreements and other instruments and documents in form and substance reasonably satisfactory to the Collateral Agent and consistent with the Agreed Security Principles, and the Company shall deliver or cause to be delivered to Collateral Agent all such instruments and documents (including certificates and legal opinions) as the Collateral Agent shall reasonably request to evidence compliance with this covenant.
Section 12.03 After-Acquired Collateral.
From and after the Issue Date, upon the acquisition by the Company or any Guarantor of any Capital Stock of Guarantors or Persons owned directly by Guarantors (“ After-Acquired Collateral ”), the Company or such Guarantor shall execute and deliver such security instruments, financing statements, certificates and opinions of counsel as shall be necessary to vest in the Trustee a perfected security interest, subject only to Permitted Collateral Liens, in such After-Acquired Collateral and to have such After-Acquired Collateral added to the Collateral, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such After-Acquired Collateral Property to the same extent and with the same force and effect; provided , that if granting such security interest in such After-Acquired Collateral requires the consent of a third party, the Company will use commercially reasonable efforts to obtain such consent with respect to the security interest for the benefit of the Trustee on behalf of the Holders of the Notes; provided further , that if such third party does not consent to the granting of such security interest after the use of such commercially reasonable efforts, the Company or such Guarantor, as the case may be, will not be required to provide such security interest
 
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Section 12.04 Release of Liens on the Collateral.
(a) Subject to applicable law, the Liens on the Collateral securing the Notes issued under this Indenture will automatically and without the need for any further action by any Person be released:
(1) in connection with any sale or other disposition of Collateral to a Person that is not a Restricted Subsidiary (but excluding any transaction subject to Article 5), if such sale or other disposition does not violate Section 4.10 or is otherwise permitted in accordance with this Indenture;
(2) in the case of a Guarantor that is released from its Note Guarantee pursuant to the terms of this Indenture, the release of the Capital Stock, of such Guarantor;
(3) in accordance with Article 9;
(4) upon payment in full of principal, interest and all other obligations on the Notes or defeasance or discharge of the Notes, as provided in Article 11;
(5) if the Company designates any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture, the release of the Capital Stock of such Unrestricted Subsidiary; or
(6) as otherwise permitted in accordance with this Indenture.
(b) Notwithstanding anything to the contrary, no sale, transfer, lease or other disposal of Collateral by any Person to the Company, any Guarantor or any Restricted Subsidiary shall result in the release of the Lien on such Collateral.
(c) To the extent required by this Indenture for the release of principal properties that constitute Collateral, the Company and each Guarantor will furnish to the Trustee and the Collateral Agent, prior to each proposed release of such Collateral pursuant to the Security Documents and this Indenture, an Officer’s Certificate as required by this Indenture.
(d) Upon compliance by the Company or the Guarantors, as the case may be, with the conditions precedent set forth above and the requirements of the Intercreditor Agreement, the Collateral Agent shall promptly cause to be released and reconveyed to the Company, or the Guarantors, as the case may be, the released Collateral.
Section 12.05 Authorization of Actions to be Taken by the Trustee or the Collateral Agent Under the Security Documents.
(a) Subject to the provisions of the Security Documents, the Intercreditor Agreement, the Agreed Security Principles and the other provisions of this Indenture, the Collateral Agent may take all actions it deems necessary or appropriate in order to (i) enforce any of its rights or any of the rights of the Holders under the Security Documents and (ii) upon the occurrence and during the continuance of an Event of Default and following acceleration of
 
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the Notes pursuant to Section 6.02, collect and receive any and all amounts payable in respect of the Collateral in respect of the obligations of the Company and the Guarantors hereunder and thereunder. Subject to the provisions of the Security Documents, the Agreed Security Principles and the Intercreditor Agreement, the Trustee or the Collateral Agent shall have the power (but not the obligation) to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents, the Agreed Security Principles, the Intercreditor Agreement or this Indenture, and such suits and proceedings as the Collateral Agent may deem expedient to preserve or protect its interest and the interests of the Holders in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the enforceability of the Security Documents hereunder or be materially prejudicial to the interests of the Holders or the Trustee or the Collateral Agent).
(b) The Trustee or the Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes gross negligence or willful misconduct on the part of the Trustee or the Collateral Agent, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Company or any Guarantor to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Trustee or the Collateral Agent shall have no responsibility for recording, filing, re-recording or refiling any financing statement, continuation statement, document, instrument or other notice in any public office at any time or times or to otherwise take any action to perfect or maintain the perfection of any security interest granted to it under the Security Documents or otherwise.
(c) Where any provision of the Security Documents or this Indenture requires that additional property or assets be added to the Collateral and the relevant Security Documents do not provide for such property or assets to automatically become part of the Collateral, the Company shall, or shall cause the applicable Guarantor to, take any and all actions reasonably required to cause such additional property or assets to be added to the Collateral and to create and maintain a valid and enforceable perfected first-priority security interest on a pari passu basis with the Liens securing any Pari Passu Secured Obligation in such property or assets (subject to Permitted Liens) in favor of the Collateral Agent for the benefit of the Holders, in each case in accordance with and to the extent required under the Security Documents and subject to the Agreed Security Principles.
(d) The Trustee or the Collateral Agent, in taking any action under the Security Documents, shall be entitled to receive, if requested, as a condition to take any action, an Officer’s Certificate and Opinion of Counsel to the effect that such action does not violate this Indenture, the Security Documents or the Intercreditor Agreement, and the Trustee or the Collateral Agent shall be fully protected relying thereon.
 
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(e) In acting under the Security Documents and the Intercreditor Agreement, the Trustee and Collateral Agent shall have all the protections, rights and immunities given to them under this Indenture.
Section 12.06 Recording, Registration, and Opinions.
Any release of Collateral permitted by Section 12.04 shall be deemed not to impair the Liens under this Indenture and the Security Documents in contravention thereof. The Trustee shall, subject to Sections 7.01 and 7.02, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such certificate or opinion.
Section 12.07 Maintenance of Collateral.
The Company and the Guarantors shall maintain the Collateral that is necessary to the normal conduct of its business in good working order and condition, other than where failure to so maintain could not reasonably be expected to have a material adverse effect on the business, operations, property or financial position of the Company and its Subsidiaries taken as a whole.
Section 12.08 Future Intercreditor Agreements.
The Company and the Guarantors may in the future enter into an agreement with substantially the same terms (or terms not materially less favorable to the Holders) as the Intercreditor Agreement to define the relative rights of the Holders of Notes and the creditors under Payment Priority Obligations and Other Collateral Secured Obligations that may be incurred by the Company and the Guarantors (any such agreement, a “ Future Intercreditor Agreement ”) on substantially the same terms as the Intercreditor Agreement (or terms not materially less favorable to the Holders), including containing substantially the same terms with respect to release of Guarantees and priority and release of the Security Interest; provided that such Future Intercreditor Agreement will not impose any personal obligations on the Trustee or Collateral Agent or, in the opinion of the Trustee or Collateral Agent, as applicable, adversely affect the rights, duties, liabilities or immunities of the Trustee or Collateral Agent under this Indenture.
Section 12.09 Intercreditor Agreement.
This Article 12 of this Indenture and the provisions of each Security Document are subject to the terms, limitations and conditions set forth in the Intercreditor Agreement and any Future Intercreditor Agreement.
 
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ARTICLE 13
MISCELLANEOUS
Section 13.01 [Reserved.]
Section 13.02 Notices.
(a) Any notice, direction, request, instruction, document, or communication by the Company, any Guarantor, the Trustee or the Collateral Agent to the others is duly given if in writing and delivered in Person or by first class mail (registered or certified, return receipt requested), facsimile transmission or overnight air courier guaranteeing next day delivery, to the others’ address:
If to the Company and/or any Guarantor:
BC Luxco 1 S.A.
9A, rue Gabriel Lippmann
L-5365 Munsbach
R.C.S. Luxembourg B 170 329
With a copy to:
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
Facsimile No.: (212) 446-4900
Attention: Joshua Korff, Esq.
If to the Trustee:
Citibank, N.A., London Branch
Citigroup Centre
25 Canada Square
London E14 5LB
United Kingdom
Facsimile: +44(0)20 7500 5877
Attention: The Directors, Agency and Trust
If to the Collateral Agent:
Citibank, N.A., London Branch
Citigroup Centre
25 Canada Square
London E14 5LB
United Kingdom
Facsimile: +44(0)20 7500 5877
Attention: The Directors, Agency and Trust
 
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The Company, any Guarantor, the Trustee or the Collateral Agent, by notice to the others, may designate additional or different addresses for subsequent notices or communications; provided, however , that notices to the Trustee shall only be effective upon actual receipt.
(b) All notices and communications (other than those sent to Holders) will be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery.
(c) For so long as any Notes are represented by Global Notes, all notices to Holders of the Notes will be delivered to DTC in accordance with its procedures, delivery of which shall be deemed to satisfy the requirements of this Section 13.02.
(d) Each such notice shall be deemed to have been given on the date of such publication by DTC or, if published more than once on different dates, on the first date on which publication is made; provided that, if notices are mailed, such notice shall be deemed to have been given on the later of such publication and the seventh day after being so mailed. Failure to mail a notice or communication to a Holder or any defect in it will not affect its sufficiency with respect to other Holders.
(e) If a notice or communication is mailed in the manner provided in this Section 13.02 within the time prescribed, it is duly given, whether or not the addressee receives it.
(f) If the Company mails a notice or communication to Holders, it will mail a copy to the Trustee and each Agent at the same time.
(g) In respect of this Indenture, the Trustee and Collateral Agent shall not have any duty or obligation to verify or confirm that the Person sending instructions, directions, reports, notices or other communications or information by electronic transmission is, in fact, a Person authorized to give such instructions, directions, reports, notices or other communications or information on behalf of the party purporting to send such electronic transmission; and neither the Trustee nor the Collateral Agent shall have any liability for any losses, liabilities, costs or expenses incurred or sustained by any party as a result of such reliance upon or compliance with such instructions, directions, reports, notices or other communications or information. Each other party agrees to assume all risks arising out of the use of electronic methods to submit instructions, directions, reports, notices or other communications or information to the Trustee and the Collateral Agent, including without limitation the risk of the Trustee and the Collateral Agent acting on unauthorized instructions, notices, reports or other communications or information, and the risk of interception and misuse by third parties.
 
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Section 13.03 [Reserved.]
Section 13.04 Certificate and Opinion as to Conditions Precedent.
Upon any request or application by the Company to the Trustee to take any action under this Indenture (other than in connection with the Authentication Order, dated the date hereof, and delivered to the Trustee in connection with the issuance of the Initial Notes), the Company shall furnish to the Trustee:
(1) an Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 13.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and
(2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which must include the statements set forth in Section 13.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.
Section 13.05 Statements Required in Certificate or Opinion.
Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to Section 4.04 hereof) shall include substantially:
(1) a statement that the Person making such certificate or opinion has read such covenant or condition;
(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;
(3) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and
(4) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.
Section 13.06 Rules by Trustee and Agents.
The Trustee may make reasonable rules for action by or at a meeting of Holders. The Agents may make reasonable rules and set reasonable requirements for its functions.
 
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Section 13.07 No Personal Liability of Directors , Officers , Employees and Stockholders .
To the extent permitted by law, no past, present or future director, member, officer, employee, incorporator, or shareholder of the Company, or any of its Subsidiaries or Affiliates, will have any liability for any obligations of the Company or the Guarantors under the Note Documents or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
Section 13.08 Governing Law.
(a) THIS INDENTURE, THE NOTES, AND THE NOTE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
(b) For the avoidance of doubt, the application of articles 86 to 94-8 of Luxembourg law dated 10th August, 1915 on commercial companies, as amended, shall be excluded.
(c) Each party hereto irrevocably, exclusively and unconditionally submits to the jurisdiction of the United States District Court of the Southern District of New York sitting in the Borough of Manhattan, and any appellate court from any jurisdiction thereof, in any action or proceeding arising out of or relating to the Note Documents, or for recognition or 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 such New York State or, to the extent permitted by law, in such Federal court. Each party 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 Indenture shall affect any right that the Trustee, each Agent or the Collateral Agent may otherwise have to bring any action or proceeding relating to this Indenture against any party hereto or its properties in the courts of any jurisdiction.
(d) Each party hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Indenture in any court referred to in Section 13.08(c), and irrevocably and unconditionally waives any right to any jurisdiction to which it may be entitled on account of place of residence, domicile or otherwise. Each party hereto 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.
(e) Each of the Company and the Guarantors has appointed CT Corporation System, located at 111 Eighth Avenue, 13th Floor, New York, New York as its authorized agent upon which service of process may be served in any action or proceeding brought in the United States District Court for the Southern District of New York or any U.S. Federal court sitting in The City of New York in connection with either this Indenture or the Notes.
 
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Section 13.09 Successors.
All agreements of the Company in this Indenture and the Notes will bind its successors. All agreements of the Trustee in this Indenture will bind its successors. All agreements of each Guarantor in this Indenture will bind its successors, except as otherwise provided in Section 10.04.
Section 13.10 Severability.
In case any provision in this Indenture or in the Notes is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.
Section 13.11 Counterpart Originals.
The parties may sign any number of copies of this Indenture. Each signed copy will be an original, but all of them together represent the same agreement.
Section 13.12 Table of Contents , Headings , etc.
The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and will in no way modify or restrict any of the terms or provisions hereof.
Section 13.13 Waiver of Immunity.
To the extent that the Company or any Guarantor may in any jurisdiction claim for itself or its assets immunity from a suit, execution, attachment, whether in aid of execution, before judgment or otherwise, or other legal process in connection with and as set out in this Indenture, the Notes, the Security Documents and any Intercreditor Agreement, and to the extent that in any jurisdiction there may be immunity attributed to the Company, such Guarantor or the Company’s or such Guarantor’s assets, whether or not claimed, the Company and the Guarantors have irrevocably agreed for the benefit of the Holders not to claim, and irrevocably waive, the immunity to the full extent permitted by law.
Section 13.14 Waiver of Jury Trial.
ALL PARTIES HERETO HEREBY IRREVOCABLY WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES, THE NOTE GUARANTEES, THE SECURITY DOCUMENTS, THE INTERCREDITOR AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
[Signatures on following page]
 
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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed and attested, all as of the date first above written.

COMPANY:	
	
BC LUXCO 1 S.A.	
		
By:	 	/s/ Devin O’Reilly	
	 	Name: Devin O’Reilly	
	 	Title: Authorized Officer	

GUARANTORS:	
	
ATENTO MEXICANA, S.A. DE C.V.	
		
By:	 	/s/ Eugenia Castañeda Gómez Mont	
	 	Name: Eugenia Castañeda Gómez Mont	
	 	Title: Attorney-in-fact	

ATENTO SERVICIOS, S.A. DE C.V.	
		
By:	 	/s/ Alejandro Heriberto Hernández Villarreal	
	 	Name: Alejandro Heriberto Hernández Villarreal	
	 	Title: Attorney-in-fact	

ATENTO TELESERVICIOS ESPAÑA, S.A.U.	
		
By:	 	/s/ Reyes Cerezo Rodriguez-Sedano	
	 	Name: Reyes Cerezo Rodriguez-Sedano	
	 	Title: Director	

			
CITIBANK, N.A., LONDON BRANCH, as	
Trustee and Paying Agent	
		
By:	 	/s/ Stuart Sullivan	
	 	Name: Stuart Sullivan	
	 	Title: Vice President	
 
[Signature Page to the Indenture]

			
CITIBANK, N.A., LONDON BRANCH, as	
Collateral Agent	
		
By:	 	/s/ Stuart Sullivan	
	 	Name: Stuart Sullivan	
	 	Title: Vice President	
 
[Signature Page to the Indenture]

			
CITIGROUP GLOBAL MARKETS DEUTSCHLAND AG, as Registrar	
		
By:	 	/s/ S. Roos	
	 	Name: S. Roos	
	 	Title: Assistant Manager	

		
By:	 	/s/ Gabriele Fisch	
	 	Name: Gabriele Fisch	
	 	Title:	
 
[Signature Page to the Indenture]

EXHIBIT A1
[Face of Note]
[Insert the Global Note Legend , if applicable pursuant to the provisions of the Indenture]
[Insert the Private Placement Legend , if applicable pursuant to the provisions of the Indenture]

CUSIP/ISIN 05542D AA3/US05542DAA37
7.375% Senior Secured Note due 2020

No.         	  	$                     	
BC LUXCO 1 S.A.
société anonyme
9A, rue Gabriel Lippmann
L-5365 Munsbach
R.C.S. Luxembourg B 170 329
promise to pay to CEDE & CO. or registered assigns,
the principal sum [of                              U.S. Dollars] [or such greater or lesser amount as set forth on the Schedule of Transfer and Exchange of Interests in the Global Note] on January 29, 2020.
Interest Payment Dates: January 29 and July 29
Record Dates: January 14 and July 14
Dated: January 29, 2013
 
A1-1

			
BC LUXCO 1 S.A.	
		
By:	 	 	
	 	Name:	
	 	Title:	
This is one of the Notes referred to
in the within-mentioned Indenture:
SIGNED for and on behalf of CITIBANK, N.A., LONDON BRANCH, not in its individual capacity, but in its capacity as Trustee,

By:	 	 	
	 	Authorized Signatory	
 
A1-2

[Back of Note]
7.375% Senior Secured Notes due 2020
Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.
(1) INTEREST . BC Luxco 1 S.A., a société anonyme organized under the laws of the Grand Duchy of Luxembourg (the “ Company ”), promises to pay interest on the principal amount of this Note at 7.375% per annum from January 29, 2013 until maturity. The Company will pay interest semi-annually in arrears on January 29 and July 29 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “ Interest Payment Date ”) . Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from January 29, 2013 until the principal hereof is due. The first Interest Payment Date shall be July 29, 2013. The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate borne by the Notes, and it shall pay interest on overdue installments of interest (including post-petition interest in any proceeding under any Bankruptcy Law) at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
(2) METHOD OF PAYMENT. The Company will pay interest on the Notes (except defaulted interest), to the Persons who are registered Holders at the close of business on the January 14 or July 14 immediately preceding the Interest Payment Date (whether or not a Business Day), even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Payments in respect of Notes represented by Global Notes (including principal, premium, if any, and interest) shall be made by wire transfer of immediately available funds to the accounts specified by The Depository Trust Company or any successor depositary. The Company will make all payments in respect of a Definitive Note (including principal, premium, if any, and interest), at the office of each Paying Agent, except that, at the option of the Company, payment of interest may be made by mailing a check to the registered address of each Holder thereof; provided, however , that payments on the Notes may also be made in the case of a Holder of at least $1,000,000 aggregate principal amount of Notes, by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or a Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). Such payment will be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.
(3) PAYING AGENT AND REGISTRAR. Initially, Citibank, N.A., London Branch, will act as Paying Agent and Citigroup Global Markets Deutschland, AG will act as Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of the Company’s Subsidiaries may act in any such capacity.
 
A1-3

(4) INDENTURE. The Company issued the Notes under an Indenture dated as of January 29, 2013 (the “ Indenture ”) among the Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.
The Notes are senior secured obligations of the Company. This Note is one of the Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes pursuant to the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property.
To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture, the Notes and the Security Documents when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Obligations of the Company under the Notes on a senior secured basis pursuant to the terms of the Indenture.
The Notes shall be secured by first-priority Liens and security interests, subject to Permitted Liens, in the Collateral on the terms and conditions set forth in the Indenture, the Security Documents and the Intercreditor Agreement. The Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders. Under the terms of the Intercreditor Agreement, the proceeds of any collection, sale, disposition or other realization of Collateral received in connection with the exercise of remedies (including distributions of cash, securities or other property on account of the value of the Collateral in a bankruptcy, insolvency, reorganization or similar proceedings) shall be applied first to repay Payment Priority Obligations.
Each Holder by accepting this Note consents and agrees to the terms of the Security Documents and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture authorizes and directs the Collateral Agent and the Trustee, as applicable, to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith.
 
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(5) OPTIONAL REDEMPTION.
(a) At any time and from time to time prior to January 29, 2016, the Company may redeem Notes with the net cash proceeds received by the Company from any Equity Offering at a redemption price equal to 107.375% plus accrued and unpaid interest, if any, to the applicable redemption date, subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date, in an aggregate principal amount for all such redemptions not to exceed 40% of the original aggregate principal amount of the Notes (including any Additional Notes), provided that:
(1) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering; and
(2) not less than 50% of the original aggregate principal amount of the Notes issued under the Indenture (including any Additional Notes) remains outstanding immediately thereafter (excluding Notes held by the Company or any of its Restricted Subsidiaries).
(b) At any time and from time to time on or after January 29, 2016, the Company may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest, if any, on the notes redeemed, to the applicable redemption date, subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on January 29 of the year indicated below:

Year	  	Percentage	 	
2016	  	 	105.531	% 	
2017	  	 	103.688	% 	
2018	  	 	101.844	% 	
2019 and thereafter	  	 	100.000	% 	
Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(c) At any time prior to January 29, 2016, the Company may redeem up to 10% of the original principal amount of the Notes issued under the Indenture (including any Additional Notes issued under the Indenture after the Issue Date) during each twelve-month period commencing with the Issue Date at a redemption price of 103% of the aggregate principal amount thereof plus accrued and unpaid interest to the redemption date.
(d) At any time prior to January 29, 2016, the Company may redeem the Notes in whole or in part, at its option, upon not less than 30 nor more than 60 days’ prior notice at a redemption price equal to 100% of the principal amount of such Notes plus the relevant Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable redemption date, subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date.
 
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(e) The Company may, at its option, redeem the Notes, in whole but not in part, at any time upon not less than 15 days’ nor more than 30 days’ notice to the holders, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the redemption date, premium, if any, and all Additional Amounts, if any, then due and which will become due on the date of redemption as a result of the redemption or otherwise, if the Company determines in good faith that the Company or any Guarantor is, or on the next date on which any amount would be payable in respect of the Notes, would be obligated to pay Additional Amounts in respect of the Notes pursuant to the terms and conditions thereof, which the Company or such Guarantor, as the case may be, cannot avoid by the use of reasonable measures available to it (including, without limitation, making payment through a paying agent located in another jurisdiction), as a result of:
(i) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction affecting taxation which becomes effective on or after the Issue Date or, in the case of a Relevant Taxing Jurisdiction that arises after the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under the Indenture (or, in the case of a successor Person, after the date of assumption by the successor person of the obligations thereunder); or
(ii) any change in the official application, administration, or interpretation of the laws, regulations or rulings of any Relevant Taxing Jurisdiction (including a holding, judgment, or order by a court of competent jurisdiction), on or after the Issue Date or, in the case of a Relevant Taxing Jurisdiction that has arisen after the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under the Indenture (or, in the case of a successor Person, after the date of assumption by the successor person of the obligations thereunder) (each of the foregoing clauses (a) and (b), a “ Change in Tax Law ”).
(6) MANDATORY REDEMPTION .
The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.
(7) NOTICE OF REDEMPTION . Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction or discharge of the Indenture. Notes in denominations larger than $150,000 may be redeemed in part but only in whole multiples of $1,000 in excess of $150,000.
 
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(8) REPURCHASE AT THE OPTION OF HOLDER .
(a) Upon the occurrence of a Change of Control Repurchase Event, the Company will make an offer (a “ Change of Control Offer ”) to each Holder to repurchase all or any part (equal to $150,000 or an integral multiple of $1,000 in excess of $150,000) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on the Notes repurchased to, but not including, the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the “ Change of Control Payment ”). Within 30 days following any Change of Control Repurchase Event, the Company will send notice of such Change of Control Offer to each Holder of Notes in accordance with the procedures set forth in the Indenture.
(b) Any Net Available Cash from Asset Dispositions that is not applied or invested or committed to be applied or invested as provided in Section 4.10(a) of the Indenture will be deemed to constitute “Excess Proceeds.” On the 366th day after the later of an Asset Disposition or the receipt of such Net Available Cash, if the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company will within 10 Business Days be required to make an offer (“ Asset Disposition Offer ”) to all Holders of Notes and, to the extent the Company elects, to all holders of other outstanding Pari Passu Indebtedness, to purchase the maximum principal amount of Notes and any such Pari Passu Indebtedness to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in respect of the Notes in an amount equal to 100% of the principal amount of the Notes and Pari Passu Indebtedness, in each case, plus accrued and unpaid interest, if any, to, but not including, the date of purchase, in accordance with the procedures set forth in the Indenture or the agreements governing the Pari Passu Indebtedness, as applicable, and, with respect to the Notes, in integral multiples of $1,000 (subject to minimum denominations of $150,000). To the extent that the aggregate amount of Notes and Pari Passu Indebtedness so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for any purpose not prohibited by the Indenture. If the aggregate principal amount of the Notes surrendered in any Asset Disposition Offer by Holders and other Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Excess Proceeds shall be allocated among the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness.
(9) DENOMINATIONS, TRANSFER, EXCHANGE . The Notes are in registered form without coupons in denominations of $150,000 and integral multiples of $1,000 in excess of $150,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.
 
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(10) PERSONS DEEMED OWNERS . The registered Holder may be treated as its owner for all purposes.
(11) AMENDMENT, SUPPLEMENT AND WAIVER . Subject to certain exceptions, the Indenture, the Notes, the Note Guarantees, the Security Documents or the Intercreditor Agreement may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding voting as a single class and any existing Default or Event or Default or compliance with any provision of the Indenture, the Notes, the Note Guarantees, Security Documents or the Intercreditor Agreement may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single class. Without the consent of any Holder, the Indenture or the Notes or the Note Guarantees or Security Documents or Intercreditor Agreement may be amended or supplemented to (i) cure any ambiguity, omission, mistake, defect, error or inconsistency, conform any provision to the section of the Offering Circular titled “Description of the Notes,” or reduce the minimum denomination of the Notes; (ii) provide for the assumption by a successor Person of the obligations of the Company under any Note Document; (iii) provide for uncertificated Notes in addition to or in place of certificated Notes; (iv) add to the covenants or provide for a Note Guarantee for the benefit of the Holders or surrender any right or power conferred upon the Company or any Restricted Subsidiary; (v) make any change that does not adversely affect the rights of any Holder in any material respect; (vi) make such provisions as necessary (as determined in good faith by the Company) for the issuance of Additional Notes in accordance with the terms of the Indenture; (vii) provide for any Restricted Subsidiary to provide a Note Guarantee in accordance with Section 4.09 of the Indenture, to add Note Guarantees with respect to the Notes, to add security to or for the benefit of the Notes, or to confirm and evidence the release, termination, discharge or retaking of any Note Guarantee or Lien with respect to or securing the Notes when such release, termination, discharge or retaking is provided for under the Indenture; (viii) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee pursuant to the requirements thereof or to provide for the accession by the Trustee to any Note Document; (ix) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes as permitted by the Indenture, including, without limitation, to facilitate the issuance and administration of Notes; provided, however , that (i) compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (x) mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent for the benefit of the Trustee on behalf of the Holders of the Notes, as additional security for the payment and performance of all or any portion of the Payment Priority Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to the Indenture, any of the Security Documents or otherwise; or (xi) provide for the release of Collateral from the Lien pursuant to the Indenture, the Security Documents, the Intercreditor Agreement and any Future Intercreditor Agreement when permitted or required by the Security Documents, the Indenture, the Intercreditor Agreement or any Future Intercreditor Agreement.
 
A1-8

(12) DEFAULTS AND REMEDIES . If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 30% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, or any Significant Subsidiary (or group of Restricted Subsidiaries that together (determined as of the most recent consolidated financial statements of the Company for a fiscal period end provided as required under Section 4.03 of the Indenture would constitute a Significant Subsidiary), all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.
(13) DISCHARGE AND DEFEASANCE . Subject to certain conditions, the Company at any time may terminate some or all of its obligations under the Notes, the Note Guarantees and the Indenture if the Company deposits with the Trustee money or Government Securities for the payment of principal of and interest on the Notes to redemption or maturity, as the case may be.
(14) TRUSTEE DEALINGS WITH COMPANY . The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.
(15) NO RECOURSE AGAINST OTHERS . No past, present or future director, member, officer, employee, incorporator, or shareholder of the Company, or any of its Subsidiaries or Affiliates, will have any liability for any obligations of the Company or the Guarantors under the Note Documents or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
(16) AUTHENTICATION . This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.
(17) ABBREVIATIONS . Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).
 
A1-9

(18) CUSIP AND ISIN NUMBERS . The Company has caused CUSIP and ISIN numbers to be printed on the Notes, and CUSIP and ISIN numbers may be used in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon.
(19) GOVERNING LAW . THE INDENTURE, THIS NOTE AND THE NOTE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:
BC LUXCO 1 S.A.
9A, rue Gabriel Lippmann
L-5365 Munsbach
R.C.S. Luxembourg B 170 329
 
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ASSIGNMENT FORM
To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:	  	 	
	  	(Insert assignee’s legal name)	
 	  	 	
(Insert assignee’s soc. sec. or tax I.D. no.)	

	

 	

(Print or type assignee’s name, address and zip code)	
and irrevocably appoint                                                                                                                                                                                      to transfer this Note on the books of the Company. The agent may substitute another to act for him.
Date:                     

Your Signature:	 	 	
	 	(Sign exactly as your name
appears on the face of this Note)	
Signature Guarantee*:                                         
 
*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).	
 
A1-11

OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below:
¨ Section 4.10                                                          ¨ Section 4.15
If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to have purchased:
$                              
Date:                     

Your Signature:	 	 	
	 	(Sign exactly as your name
appears on the face of this Note)	

Tax Identification No.:	 	 	

Signature Guarantee*:	 	 	
 
*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).	
 
A1-12

SCHEDULE OF TRANSFERS AND EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*
The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

Date of Transfer or
Exchange	  	Amount of
decrease in
Principal Amount
of
this Global Note	  	Amount of
increase in
Principal Amount
of
this Global Note	  	Principal Amount
of this Global Note
following such
decrease
(or increase)	  	Signature of
authorized officer
of Principal Paying
Agent or
Custodian	
 
*	This schedule should be included only if the Note is issued in global form.	
 
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EXHIBIT A2
[Face of Regulation S Global Note]
[Insert the Global Note Legend]
[Insert the Private Placement Legend]

CUSIP/L0770R AA3/USL0770RAA34
7.375% Senior Secured Note due 2020

No.         	  	$             	
BC LUXCO 1 S.A.
société anonyme
9A, rue Gabriel Lippmann
L-5365 Munsbach
R.C.S. Luxembourg B 170 329
promise to pay to CEDE & CO. or registered assigns,
the principal sum [of                              U.S. Dollars] [or such greater or lesser amount as set forth on the Schedule of Transfer and Exchange of Interests in the Global Note] on January 29, 2020.
Interest Payment Dates: January 29 and July 29
Record Dates: January 14 and July 14
Dated: January 29, 2013
 
A2-1

			
BC LUXCO 1 S.A.	
		
By:	 	 	
	 	Name:	
	 	Title:	
This is one of the Notes referred to
in the within-mentioned Indenture:
SIGNED for and on behalf of CITIBANK, N.A., LONDON BRANCH, not in its individual capacity, but in its capacity as Trustee,

By:	 	 	
	 	Authorized Signatory	
 
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[Back of Note]
7.375% Senior Secured Notes due 2020
Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.
(1) INTEREST. BC Luxco 1 S.A., a société anonyme organized under the laws of the Grand Duchy of Luxembourg (the “ Company ”), promises to pay interest on the principal amount of this Note at 7.375% per annum from January 29, 2013 until maturity. The Company will pay interest semi-annually in arrears on January 29 and July 29 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “ Interest Payment Date ”). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from January 29, 2013 until the principal hereof is due. The first Interest Payment Date shall be July 29, 2013. The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate borne by the Notes, and it shall pay interest on overdue installments of interest (including post-petition interest in any proceeding under any Bankruptcy Law) at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve; 30-day months.
(2) METHOD OF PAYMENT. The Company will pay interest on the Notes (except defaulted interest), to the Persons who are registered Holders at the close of business on the January 14 or July 14 immediately preceding the Interest Payment Date (whether or not a Business Day), even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Payments in respect of Notes represented by Global Notes (including principal, premium, if any, and interest) shall be made by wire transfer of immediately available funds to the accounts specified by The Depository Trust Company or any successor depositary. The Company will make all payments in respect of a Definitive Note (including principal, premium, if any, and interest), at the office of each Paying Agent, except that, at the option of the Company, payment of interest may be made by mailing a check to the registered address of each Holder thereof; provided, however , that payments on the Notes may also be made in the case of a Holder of at least $1,000,000 aggregate principal amount of Notes, by wire transfer to a U.S. dollar account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or a Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). Such payment will be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.
(3) PAYING AGENT AND REGISTRAR. Initially, Citibank, N.A., London Branch, will act as Paying Agent and Citigroup Global Markets Deutschland, AG will act as Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of the Company’s Subsidiaries may act in any such capacity.
 
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(4) INDENTURE. The Company issued the Notes under an Indenture dated as of January 29, 2013 (the “ Indenture ”) among the Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture. Terms defined in the Indenture and not defined herein have the meanings ascribed thereto in the Indenture. The Notes are subject to all the terms and provisions of the Indenture, and Holders are referred to the Indenture for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.
The Notes are senior secured obligations of the Company. This Note is one of the Notes referred to in the Indenture. The Notes include the Initial Notes and any Additional Notes pursuant to the Indenture. The Initial Notes and any Additional Notes are treated as a single class of securities under the Indenture. The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries to, among other things, make certain Investments and other Restricted Payments, pay dividends and other distributions, incur Indebtedness, enter into consensual restrictions upon the payment of certain dividends and distributions by such Restricted Subsidiaries, issue or sell shares of capital stock of the Company and such Restricted Subsidiaries, enter into or permit certain transactions with Affiliates, create or incur Liens and make asset sales. The Indenture also imposes limitations on the ability of the Company and each Guarantor to consolidate or merge with or into any other Person or convey, transfer or lease all or substantially all of its property.
To guarantee the due and punctual payment of the principal and interest on the Notes and all other amounts payable by the Company under the Indenture, the Notes and the Security Documents when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according to the terms of the Notes and the Indenture, the Guarantors have, jointly and severally, unconditionally guaranteed the Obligations of the Company under the Notes on a senior secured basis pursuant to the terms of the Indenture.
The Notes shall be secured by first-priority Liens and security interests, subject to Permitted Liens, in the Collateral on the terms and conditions set forth in the Indenture, the Security Documents and the Intercreditor Agreement. The Collateral Agent shall hold the Collateral in trust for the benefit of all of the Holders. Under the terms of the Intercreditor Agreement, the proceeds of any collection, sale, disposition or other realization of Collateral received in connection with the exercise of remedies (including distributions of cash, securities or other property on account of the value of the Collateral in a bankruptcy, insolvency, reorganization or similar proceedings) shall be applied first to repay Payment Priority Obligations.
Each Holder by accepting this Note consents and agrees to the terms of the Security Documents and the Intercreditor Agreement as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture authorizes and directs the Collateral Agent and the Trustee, as applicable, to enter into the Security Documents and the Intercreditor Agreement and to perform its obligations and exercise its rights thereunder in accordance therewith.
 
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(5) OPTIONAL REDEMPTION.
(a) At any time and from time to time prior to January 29, 2016, the Company may redeem Notes with the net cash proceeds received by the Company from any Equity Offering at a redemption price equal to 107.375% plus accrued and unpaid interest, if any, to the applicable redemption date, subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date, in an aggregate principal amount for all such redemptions not to exceed 40% of the original aggregate principal amount of the Notes (including any Additional Notes), provided that:
(1) in each case the redemption takes place not later than 180 days after the closing of the related Equity Offering; and
(2) not less than 50% of the original aggregate principal amount of the Notes issued under the Indenture (including any Additional Notes) remains outstanding immediately thereafter (excluding Notes held by the Company or any of its Restricted Subsidiaries).
(b) At any time and from time to time on or after January 29, 2016, the Company may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ notice at a redemption price equal to the percentage of principal amount set forth below plus accrued and unpaid interest, if any, on the notes redeemed, to the applicable redemption date, subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on January 29 of the year indicated below:

Year	  	Percentage	 	
2016	  	 	105.531	% 	
2017	  	 	103.688	% 	
2018	  	 	101.844	% 	
2019 and thereafter	  	 	100.000	% 	
Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption on the applicable redemption date.
(c) At any time prior to January 29, 2016, the Company may redeem up to 10% of the original principal amount of the Notes issued under the Indenture (including any Additional Notes issued under the Indenture after the Issue Date) during each twelve-month period commencing with the Issue Date at a redemption price of 103% of the aggregate principal amount thereof plus accrued and unpaid interest to the redemption date.
(d) At any time prior to January 29, 2016, the Company may redeem the Notes in whole or in part, at its option, upon not less than 30 nor more than 60 days’ prior notice at a redemption price equal to 100% of the principal amount of such Notes plus the relevant
 
A2-5

Applicable Premium as of, and accrued and unpaid interest, if any, to the applicable redemption date, subject to the right of Holders on the relevant record date to receive interest due on the relevant interest payment date.
(e) The Company may, at its option, redeem the Notes, in whole but not in part, at any time upon not less than 15 days’ nor more than 30 days’ notice to the holders, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest thereon to the redemption date, premium, if any, and all Additional Amounts, if any, then due and which will become due on the date of redemption as a result of the redemption or otherwise, if the Company determines in good faith that the Company or any Guarantor is, or on the next date on which any amount would be payable in respect of the Notes, would be obligated to pay Additional Amounts in respect of the Notes pursuant to the terms and conditions thereof, which the Company or such Guarantor, as the case may be, cannot avoid by the use of reasonable measures available to it (including, without limitation, making payment through a paying agent located in another jurisdiction), as a result of:
(i) any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of any Relevant Taxing Jurisdiction affecting taxation which becomes effective on or after the Issue Date or, in the case of a Relevant Taxing Jurisdiction that arises after the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under the Indenture (or, in the case of a successor Person, after the date of assumption by the successor person of the obligations thereunder); or
(ii) any change in the official application, administration, or interpretation of the laws, regulations or rulings of any Relevant Taxing Jurisdiction (including a holding, judgment, or order by a court of competent jurisdiction), on or after the Issue Date or, in the case of a Relevant Taxing Jurisdiction that has arisen after the Issue Date, the date on which such Relevant Taxing Jurisdiction became a Relevant Taxing Jurisdiction under the Indenture (or, in the case of a successor Person, after the date of assumption by the successor person of the obligations thereunder) (each of the foregoing clauses (a) and (b), a “ Change in Tax Law ”).
(6) MANDATORY REDEMPTION .
The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes.
(7) NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction or discharge of the Indenture. Notes in denominations larger than $150,000 may be redeemed in part but only in whole multiples of $1,000 in excess of $150,000.
 
A2-6

(8) REPURCHASE AT THE OPTION OF HOLDER.
(a) Upon the occurrence of a Change of Control Repurchase Event, the Company will make an offer (a “ Change of Control Offer ”) to each Holder to repurchase all or any part (equal to $150,000 or an integral multiple of $1,000 in excess of $150,000) of that Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest on the Notes repurchased to, but not including, the date of purchase, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date (the “ Change of Control Payment ”). Within 30 days following any Change of Control Repurchase Event, the Company will send notice of such Change of Control Offer to each Holder of Notes in accordance with the procedures set forth in the Indenture.
(b) Any Net Available Cash from Asset Dispositions that is not applied or invested or committed to be applied or invested as provided in Section 4.10(a) of the Indenture will be deemed to constitute “Excess Proceeds.” On the 366th day after the later of an Asset Disposition or the receipt of such Net Available Cash, if the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company will within 10 Business Days be required to make an offer (“ Asset Disposition Offer ”) to all Holders of Notes and, to the extent the Company elects, to all holders of other outstanding Pari Passu Indebtedness, to purchase the maximum principal amount of Notes and any such Pari Passu Indebtedness to which the Asset Disposition Offer applies that may be purchased out of the Excess Proceeds, at an offer price in respect of the Notes in an amount equal to 100% of the principal amount of the Notes and Pari Passu Indebtedness, in each case, plus accrued and unpaid interest, if any, to, but not including, the date of purchase, in accordance with the procedures set forth in the Indenture or the agreements governing the Pari Passu Indebtedness, as applicable, and, with respect to the Notes, in integral multiples of $1,000 (subject to minimum denominations of $150,000). To the extent that the aggregate amount of Notes and Pari Passu Indebtedness so validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for any purpose not prohibited by the Indenture. If the aggregate principal amount of the Notes surrendered in any Asset Disposition Offer by Holders and other Pari Passu Indebtedness surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Excess Proceeds shall be allocated among the Notes and Pari Passu Indebtedness to be purchased on a pro rata basis on the basis of the aggregate principal amount of tendered Notes and Pari Passu Indebtedness.
(9) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $150,000 and integral multiples of $1,000 in excess of $150,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.
 
A2-7

(10) PERSONS DEEMED OWNERS . The registered Holder may be treated as its owner for all purposes.
(11) AMENDMENT, SUPPLEMENT AND WAIVER . Subject to certain exceptions, the Indenture, the Notes, the Note Guarantees, the Security Documents or the Intercreditor Agreement may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding voting as a single class and any existing Default or Event or Default or compliance with any provision of the Indenture, the Notes, the Note Guarantees, Security Documents or the Intercreditor Agreement may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes voting as a single class. Without the consent of any Holder, the Indenture or the Notes or the Note Guarantees or Security Documents or Intercreditor Agreement may be amended or supplemented to (i) cure any ambiguity, omission, mistake, defect, error or inconsistency, conform any provision to the section of the Offering Circular titled “Description of the Notes,” or reduce the minimum denomination of the Notes; (ii) provide for the assumption by a successor Person of the obligations of the Company under any Note Document; (iii) provide for uncertificated Notes in addition to or in place of certificated Notes; (iv) add to the covenants or provide for a Note Guarantee for the benefit of the Holders or surrender any right or power conferred upon the Company or any Restricted Subsidiary; (v) make any change that does not adversely affect the rights of any Holder in any material respect; (vi) make such provisions as necessary (as determined in good faith by the Company) for the issuance of Additional Notes in accordance with the terms of the Indenture; (vii) provide for any Restricted Subsidiary to provide a Note Guarantee in accordance with Section 4.09 of the Indenture, to add Note Guarantees with respect to the Notes, to add security to or for the benefit of the Notes, or to confirm and evidence the release, termination, discharge or retaking of any Note Guarantee or Lien with respect to or securing the Notes when such release, termination, discharge or retaking is provided for under the Indenture; (viii) to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee pursuant to the requirements thereof or to provide for the accession by the Trustee to any Note Document; (ix) to make any amendment to the provisions of the Indenture relating to the transfer and legending of Notes as permitted by the Indenture, including, without limitation, to facilitate the issuance and administration of Notes; provided, however, that (i) compliance with the Indenture as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (ii) such amendment does not materially and adversely affect the rights of Holders to transfer Notes; (x) mortgage, pledge, hypothecate or grant any other Lien in favor of the Collateral Agent for the benefit of the Trustee on behalf of the Holders of the Notes, as additional security for the payment and performance of all or any portion of the Payment Priority Obligations, in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required to be granted to or for the benefit of the Trustee or the Collateral Agent pursuant to the Indenture, any of the Security Documents or otherwise; or (xi) provide for the release of Collateral from the Lien pursuant to the Indenture, the Security Documents, the Intercreditor Agreement and any Future Intercreditor Agreement when permitted or required by the Security Documents, the Indenture, the Intercreditor Agreement or any Future Intercreditor Agreement.
 
A2-8

(12) DEFAULTS AND REMEDIES . If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 30% in aggregate principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, or any Significant Subsidiary (or group of Restricted Subsidiaries that together (determined as of the most recent consolidated financial statements of the Company for a fiscal period end provided as required under Section 4.03 of the Indenture would constitute a Significant Subsidiary), all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may, on behalf of the Holders of all of the Notes, rescind an acceleration or waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or premium, if any, on, or the principal of, the Notes. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required, upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.
(13) DISCHARGE AND DEFEASANCE . Subject to certain conditions, the Company at any time may terminate some or all of its obligations under the Notes, the Note Guarantees and the Indenture if the Company deposits with the Trustee money or Government Securities for the payment of principal of and interest on the Notes to redemption or maturity, as the case may be.
(14) TRUSTEE DEALINGS WITH COMPANY . The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.
(15) NO RECOURSE AGAINST OTHERS . No past, present or future director, member, officer, employee, incorporator, or shareholder of the Company, or any of its Subsidiaries or Affiliates, will have any liability for any obligations of the Company or the Guarantors under the Note Documents or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
(16) AUTHENTICATION . This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.
(17) ABBREVIATIONS . Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).
 
A2-9

(18) CUSIP AND ISIN NUMBERS . The Company has caused CUSIP and ISIN numbers to be printed on the Notes, and CUSIP and ISIN numbers may be used in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption, and reliance may be placed only on the other identification numbers placed thereon.
(19) GOVERNING LAW . THE INDENTURE, THIS NOTE AND THE NOTE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
The Company will furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:
BC LUXCO 1 S.A.
9A, rue Gabriel Lippmann
L-5365 Munsbach
R.C.S. Luxembourg B 170 329
 
A2-10

ASSIGNMENT FORM
To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:	  	 	
	  	(Insert assignee’s legal name)	
 	
(Insert assignee’s soc. sec. or tax I.D. no.)	

	

 	

(Print or type assignee’s name, address and zip code)	
and irrevocably appoint                                                                                                                                                                                  to transfer this Note on the books of the Company. The agent may substitute another to act for him.
Date:                     

Your Signature:	 	 	
	 	(Sign exactly as your name appears on the face of this Note)	

Signature Guarantee*:	 	 	
 
*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).	
 
A2-11

OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below:
¨ Section 4.10                                                           ¨ Section 4.15
If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to have purchased:
$             
Date:                     

Your Signature:	 	 	
	 	(Sign exactly as your name appears on the face of this Note)	

Tax Identification No.:	 	 	

Signature Guarantee*:	 	 	
 
*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).	
 
A2-12

SCHEDULE OF TRANSFERS AND EXCHANGES OF INTERESTS IN THE
REGULATION S GLOBAL NOTE
The following exchanges of a part of this Regulation S Global Note for an interest in another Global Note, or exchanges of a part of another other Restricted Global Note for an interest in this Regulation S Global Note, have been made:

Date of Transfer or
Exchange	  	Amount of
decrease in
Principal Amount
of
this Global Note	  	Amount of
increase in
Principal Amount
of
this Global Note	  	Principal Amount
of this Global Note
following such
decrease
(or increase)	  	Signature of
authorized officer
of Principal Paying
Agent or
Custodian	
 
A2-13

EXHIBIT B
FORM OF CERTIFICATE OF TRANSFER
BC LUXCO 1, S.A.
9A, rue Gabriel Lippmann
L-5365 Munsbach
R.C.S. Luxembourg B 170 329
Citibank, N.A., London Branch
Citigroup Centre
25 Canada Square
London E14 5LB
United Kingdom
Re: 7.375% Senior Secured Notes due 2020
Reference is hereby made to the Indenture, dated as of January 29, 2013 (the “ Indenture ”), among, inter alios, BC Luxco 1 S.A., a société anonyme organized under the laws of the Grand Duchy of Luxembourg (the “ Company ”), the Guarantors, Citibank, N.A., London Branch, as Collateral Agent, and Citibank, N.A., London Branch, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.
                     , (the “ Transferor ”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $              in such Note[s] or interests (the “ Transfer ”), to                                                                   (the “ Transferee ”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:
[CHECK ALL THAT APPLY]
1. ¨ Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Restricted Definitive Note pursuant to Rule 144A . The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended (the “ Securities Act ”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.
 
B-1

2. ¨ Check if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or a Restricted Definitive Note pursuant to Regulation S . The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.
3. ¨ Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note .
(a) ¨ Check if Transfer is pursuant to Rule 144. (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.
(b) ¨ Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.
 
B-2

(c) ¨ Check if Transfer is Pursuant to Other Exemption . (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.
4. ¨ Check if the Owner is an Affiliate of the Company as contemplated in Section 2.06(j) of the Indenture .
5. ¨ Check if the Transferee is an Affiliate of the Company as contemplated in Section 2.06(j) of the Indenture .
6. ¨ Check if the Owner acquired its beneficial interest in the Global Note or acquired its Definitive Note from on Affiliate of the Company . The beneficial interest in the Special 144A Global Note or the Definitive Note being transferred by the Owner has not been held by an affiliate (as defined in Rule 144) of the Company for the period of [one year] 1 prior to the date of the Transfer.
This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

 	 	[Insert Name of Transferor]	
		
By:  	 	 	
	 	Name:	
	 	Title:	
Dated:                                                   

1  	The Owner may insert a different period under the circumstances set forth in the proviso to Section 2.06(j), subject to the delivery of any documentation requested pursuant to Section 2.06(j).	
 
B-3

Signature Guarantee*:                                                               
 
*	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).	
 
B-4

ANNEX A TO CERTIFICATE OF TRANSFER
 
1.	The Transferor owns and proposes to transfer the following:	
[CHECK ONE OF (a) OR (b)]
 
(a)	¨ a beneficial interest in the:	
 
 	(i)	¨ 144A Global Note (CUSIP [    ]); or	
 
 	(ii)	¨ Regulation S Global Note (CUSIP [    ]); or	
 
 	(iii)	¨ Special 144A Global Note (CUSIP [    ]); or	
 
(b)	¨ a Restricted Definitive Note.	
 
2.	After the Transfer the Transferee will hold:	
[CHECK ONE]
 
(a)	¨ a beneficial interest in the:	
 
 	(i)	¨ 144A Global Note (CUSIP [    ]); or	
 
 	(ii)	¨ Regulation S Global Note (CUSIP [    ]); or	
 
 	(iii)	¨ Special 144A Global Note (CUSIP [    ]); or	
 
 	(iv)	¨ Unrestricted Global Note (CUSIP [    ]); or	
 
(b)	¨ a Restricted Definitive Note; or	
 
(c)	¨ an Unrestricted Definitive Note,	
in accordance with the terms of the Indenture.
 
B-5

EXHIBIT C
FORM OF CERTIFICATE OF EXCHANGE
BC LUXCO 1, S.A.
9A, rue Gabriel Lippmann
L-5365 Munsbach
R.C.S. Luxembourg B 170 329
Citibank, N.A., London Branch
Citigroup Centre
25 Canada Square
London E14 5LB
United Kingdom
Re: 7.375% Senior Secured Notes due 2020
(CUSIP                      )
Reference is hereby made to the Indenture, dated as of January 29, 2013 (the “ Indenture ”), among, inter alios, BC Luxco 1 S.A., a société anonyme organized under the laws of the Grand Duchy of Luxembourg (the “ Company ”), the Guarantors, Citibank, N.A., London Branch, as Collateral Agent, and Citibank, N.A., London Branch, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.
                                          , (the “ Owner ”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $          in such Note[s] or interests (the “ Exchange ”). In connection with the Exchange, the Owner hereby certifies that:
1. Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note
(a) ¨ Check if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended (the “ Securities Act ”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.
 
C-1

(b) ¨ Check if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.
(c) ¨ Check if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.
(d) ¨ Check if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.
2. Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes
(a) ¨ Check if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.
 
C-2

(b) ¨ Check if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] ¨ 144A Global Note, Regulation S Global Note ¨ Global Note with an equal principal amount, the Owner ¨ hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.
4. ¨ Check if the Owner is an Affiliate of the Company as contemplated in Section 2.06(j) of the Indenture.
5. ¨ Check if the Transferee is an Affiliate of the Company as contemplated in Section 2.06(j) of the Indenture .
6. ¨ Check if the Owner acquired its beneficial interest in the Global Note or acquired its Definitive Note from on Affiliate of the Company . The beneficial interest in the Special 144A Global Note or the Definitive Note being transferred by the Owner has not been held by an affiliate (as defined in Rule 144) of the Company for the period of [one year] 2 prior to the date of the Transfer
This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

 	 	[Insert Name of Transferor]	
		
By:  	 	 	
	 	Name:	
	 	Title:	
Dated:                                                   

2  	The Owner may insert a different period under the circumstances set forth in the proviso to Section 2.06(j), subject to the delivery of any documentation requested pursuant to Section 2.06(j).	
 
C-3

EXHIBIT D
FORM OF CERTIFICATE FROM
ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
BC LUXCO 1, S.A.
9A, rue Gabriel Lippmann
L-5365 Munsbach
R.C.S. Luxembourg B 170 329
Citibank, N.A., London Branch
Citigroup Centre
25 Canada Square
London E14 5LB
United Kingdom
Re: 7.375% Senior Secured Notes due 2020
Reference is hereby made to the Indenture, dated as of January 29, 2013 (the “ Indenture ”), among, inter alios, BC Luxco 1 S.A., a société anonyme organized under the laws of the Grand Duchy of Luxembourg (the “ Company ”), the Guarantors, Citibank, N.A., London Branch, as Collateral Agent, and Citibank, N.A., London Branch, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.
In connection with our proposed purchase of $                      aggregate principal amount of:
(a) ¨ a beneficial interest in a Global Note, or
(b) ¨ a Definitive Note,
we confirm that:
1. We understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended (the “ Securities Act ”).
2. We understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we will do so only (A) to the Company or any Subsidiary of the
 
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Company, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein), (C) in a minimum principal amount of $250,000 to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a signed letter substantially in the form of this letter and, if requested by the Trustee or the Company, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144 under the Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any Person purchasing the Definitive Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein.
3. We understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and the Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Notes purchased by us will bear a legend to the foregoing effect.
4. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment.
5. We are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion.
You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

 	 	[Insert Name of Accredited Investor]	
		
By:  	 	 	
	 	Name:	
	 	Title:	
Dated:                                                   
 
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EXHIBIT E
[FORM OF SUPPLEMENTAL INDENTURE
TO BE DELIVERED BY SUBSEQUENT GUARANTORS]
SUPPLEMENTAL INDENTURE (this “ Supplemental Indenture ”), dated as of                          , 20      , among                          (the “ New Guarantor ”), BC Luxco 1 S.A., a société anonyme organized under the laws of the Grand Duchy of Luxembourg (the “ Company ”), each other existing Guarantor under the Indenture referred to below, Citibank, N.A., London Branch, as Collateral Agent, and Citibank, N.A., London Branch, as trustee under the Indenture referred to below (the “ Trustee ”). Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.
W I T N E S S E T H
WHEREAS, the Company and the existing Guarantors have heretofore executed and delivered to the Trustee an indenture (as amended, supplemented or otherwise modified, the “ Indenture ”), dated as of January 29, 2013 providing for the issuance of 7.375% Senior Secured Notes due 2020 (the “ Notes ”);
WHEREAS, Section 4.17 of the Indenture provides that under certain circumstances the New Guarantor shall execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “ Note Guarantee ”); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee, the Company and the existing Guarantors are authorized to execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Guarantor, the Company, the other Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
1. DEFINED TERMS. Defined terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO GUARANTEE. The New Guarantor hereby agrees, jointly and severally with all existing Guarantors (if any), to provide an unconditional Note Guarantee on the terms and subject to the conditions set forth in Article 10 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Notes and to perform all of the obligations and agreements of a Guarantor under the Indenture.
3. NO RECOURSE AGAINST OTHERS. To the extent permitted by law, no past, present or future director, member, officer, employee, incorporator, or shareholder of the Company, or any of its Subsidiaries or Affiliates, will have any liability for any obligations of
 
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the Company or the Guarantors under the Note Documents or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
4. NOTICES. All notices or other communications to the New Guarantor shall be given as provided in Section 13.02 of the Indenture.
5. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURES PART OF INDENTURE. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
6. GOVERNING LAW. THE INDENTURE, THIS SUPPLEMENTAL INDENTURE, THE NOTES AND THE NOTE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
7. ALL PARTIES HERETO HEREBY IRREVOCABLY WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES, THE NOTE GUARANTEES, THE SECURITY DOCUMENTS, THE INTERCREDITOR AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
8. APPOINTMENT OF PROCESS AGENT. Any suit, action or proceeding against New Guarantor or its properties, assets or revenues with respect to this Supplemental Indenture, the Indenture, the Notes, the Note Guarantees, the Security Documents, or the Intercreditor Agreement may be brought in any state or Federal court in the Borough of Manhattan in The City of New York, New York, as the Person bringing such proceeding arising out of or related to this Supplemental Indenture, the Indenture, the Notes, the Note Guarantees, the Security Documents or the Intercreditor Agreement may elect in its sole discretion. The New Guarantor hereby consents to the non-exclusive jurisdiction of each such court for the purpose of any such proceeding and has irrevocably waived any objection to the laying of venue of any such proceeding brought in any such court and to the fullest extent it may effectively do so and the defense of an inconvenient forum to the maintenance of any such proceeding or any such suit, action or proceeding in any such court. The New Guarantor has agreed that service of all writs, claims, process and summonses in any such proceeding brought against it in the State of New York may be made upon [            ] (the “Process Agent”). The New Guarantor has irrevocably appointed the Process Agent as its agent and true and lawful attorney in fact in its name, place and stead to accept such service of any and all such writs, claims, process and summonses, and has agreed that the failure of the Process Agent to give any notice to it of any such service of process shall not impair or affect the validity of such service or of any judgment based thereon. The New Guarantor has agreed to maintain at all times an agent with offices in New York City to act as its Process Agent. Nothing in this Supplemental Indenture shall in any way be deemed to limit the ability to serve any such writs, process or summonses in any other manner permitted by applicable law.
 
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7. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
8. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
9. TRUSTEE MAKES NO REPRESENTATION. The Trustee makes no representation as to the recitals contained in this Supplemental Indenture or any representation as to the validity or sufficiency of this Supplemental Indenture.
 
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.
Dated:                      , 20         

[NEW GUARANTOR]	
		
By:  	 	 	
	 	Name:	 		
	 	Title:	 		

COMPANY:	
	
BC LUXCO 1 S.A.	
		
By:  	 	 	
	 	Name:	 		
	 	Title:	 		

GUARANTORS:	
	
ATENTO MEXICANA, S.A. DE C.V.	
		
By:  	 	 	
	 	Name:	 		
	 	Title:	 		

ATENTO SERVICIOS, S.A. DE C.V.	
		
By:  	 	 	
	 	Name:	 		
	 	Title:	 		

ATENTO TELESERVICIOS ESPAÑA, S.A.U.	
		
By:  	 	 	
	 	Name:	 		
	 	Title:	 		
 
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CITIBANK, N.A., LONDON BRANCH , as
Trustee	
		
By:  	 	 	
	 	Name:	 		
	 	Title:	 		
 
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EXHIBIT F
Agreed Security Principles
 
1.	Agreed Security Principles	
 
 	a.	The guarantees and security to be provided by the Company and the Guarantors (the “ Group ”) will be given in accordance with certain agreed security principles (the “ Agreed Security Principles ”). This Exhibit addresses the manner in which the Agreed Security Principles will impact on the guarantees and security proposed to be taken in relation to this transaction.	
 
 	b.	The Agreed Security Principles embody a recognition by all parties that there may be certain legal and practical difficulties in obtaining effective guarantees and security from members of the Group in jurisdictions in which it has been agreed that guarantees and security will be granted. In particular:	
 
 	i.	general statutory limitations, regulatory requirements or restrictions, financial assistance, corporate benefit or interest, fraudulent preference, “earnings stripping”, “controlled foreign corporation” rules, “thin capitalisation” rules, tax restrictions, retention of title claims, employee consultation or approval requirements, capital maintenance rules and similar principles may prevent or limit a member of the Group from providing a guarantee or security or may require that the guarantee or security be limited in amount or otherwise;	
 
 	ii.	a key factor in determining whether or not a guarantee or security shall be taken is the applicable cost (including adverse effects on interest deductibility and stamp duty, notarisation and registration fees) which shall not be disproportionate to the benefit to the Holders of obtaining such guarantee or security;	
 
 	iii.	the maximum guaranteed or secured amount may be limited to minimise stamp duty, notarisation, registration or other applicable fees, taxes and duties where the benefit to the Holders of increasing the guaranteed or secured amount is disproportionate to the level of such fee, taxes and duties;	
 
 	iv.	it is acknowledged that in certain jurisdictions it may be either impossible or impractical to create security over certain categories of assets in which event security will not be taken over such assets;	
 
 	v.	any assets subject to third party arrangements which may prevent those assets from being charged will be excluded from any relevant security document to the extent, and for so long as, so prevented from being charged provided that reasonable endeavours to obtain consent to charging any such assets shall be used if Collateral Agent (in good faith) determines the relevant asset to be material;	
 
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 	vi.	the Group will not be required to give guarantees or enter into security documents if it is not within the legal capacity of the relevant members of the Group or if the same would conflict with the fiduciary duties of the directors of the relevant members of the Group or contravene any legal prohibition or would result in (or in a risk of) personal or criminal liability on the part of any officer or director, provided that the relevant member of the Group shall use all reasonable endeavours to overcome any such obstacle;	
 
 	vii.	the giving of a guarantee, the granting of security or the perfection of the security granted will not be required if it would be reasonably likely to have a material adverse effect on the ability of the Company or the relevant Guarantor to conduct its operations and business in the ordinary course as otherwise permitted by the Note Documents;	
 
 	viii.	unless required to maintain the validity, perfection or priority of any security interest or the enforceability of any guarantee, to the extent legally possible, no action will be required to be taken in relation to any guarantee or security where any Holder transfers or assigns any of its participation in the Notes. Neither the Company nor any Guarantor will be liable, except in the case of a voluntary registration by the Company or any Guarantor, for any fees, costs, taxes or expenses in relation to any required re-registration, re-notarisation or other requirement for perfection or protection of security or guarantees on transfer or assignment other than in connection with a replacement of the Collateral Agent; and	
 
 	ix.	the Company will use commercial reasonable efforts to cause the Initial Guarantors and the Post-Closing Guarantors to enter into the Security Documents listed on Annex I within 90 days following the Issue Date.	
 
2.	Terms of Security Documents	
 
 	(i)	The following principles will be reflected in the terms of any security taken as part of this transaction:	
 
 	a.	security will secure the obligations of the Company or the Guarantor granting the security and will not be enforceable until an Event of Default has occurred and notice of acceleration of the Notes has been given by the Trustee under the Indenture;	
 
 	b.	the Security Documents should only operate to create security rather than to impose new commercial obligations. Accordingly, they should not contain any additional representations or undertakings (such as in respect of title, ranking, insurance, protection of assets, information or the payment of costs) unless these are required for the creation or perfection of the security and are no more onerous than any equivalent representation or undertaking in the Indenture;	
 
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 	c.	in respect of any share charges, until an Event of Default has occurred and notice of acceleration of the Notes has been given by the Trustee under the Indenture, the chargors shall be permitted to retain and to exercise voting rights to any shares charged by them in a manner which does not adversely affect the validity or enforceability of the security or cause an Event of Default to occur and the chargors shall be permitted to receive payment of cash dividends (other than in connection with any liquidation) upstream on charged shares to the extent permitted under the Indenture;	
 
 	d.	the Security Documents will not contain repeating representations unless these are required for the creation or perfection of the security;	
 
 	e.	the Security Documents will not require any Guarantor to specifically charge or pledge any shares of capital stock except for shares of capital stock in another Guarantor;	
 
 	f.	the Collateral Agent should only be able to exercise any power of attorney granted under the Security Documents following the occurrence of an Event of Default in respect of which notice of acceleration of the Notes has been given by the Trustee or failure to comply with a further assurance or perfection obligation;	
 
 	g.	the Security Documents shall not operate so as to prevent any transaction otherwise permitted under the Indenture and will permit the disposal of any asset where such disposal is permitted under the Note Documents and the release of security where such release is provided for under the Indenture;	
 
 	h.	the Security Documents will not contain separate provisions for default or penalty interest, tax, gross-up or indemnification provisions;	
 
 	i.	no guarantee or security will be required from members of the Group incorporated in any jurisdiction (or pursuant to documentation governed by the laws of any jurisdiction) other than the Chile, Colombia, Mexico, Peru and Spain (together, the “ Security Jurisdictions ”).	
 
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Annex I
Annex II Security Documents

 	  	SECURITY DOCUMENT	  	GOVERNING LAW	
			
1.	  	Pledge Agreement for Atento Mexicana, S.A. de C.V.	  	Mexico	
			
2.	  	Pledge Agreement for Atento Servicios, S.A. de C.V.	  	Mexico	
			
3.	  	Pledge Agreement over the shares of Atento Teleservicios España, S.A.U.	  	Spain	
			
4.	  	Pledge Agreement for Atento Atencion y Servicios S.A. de C.V.	  	Mexico	
			
5.	  	Pledge Agreement over the shares of Atento Impulsa, S.L.U.	  	Spain	
			
6.	  	Pledge Agreement over the shares of Atento Servicios Técnicos y Consultoría, S.L.U.	  	Spain	
			
7.	  	Pledge Agreement over the shares of Atento Servicios Auxiliares de Contact Center S.L.U.	  	Spain	
			
8.	  	Pledge Agreement for Atento Columbia S.A.	  	Colombia	
			
9.	  	Pledge Agreement for Atento Holding Chile, S.A.	  	Chile	
			
10.	  	Pledge Agreement for Teleatento del Peru S.A.C.	  	Peru	

Exhibit 10.1
EXECUTION VERSION
TRANSACTION SERVICES AGREEMENT
This Transaction Services Agreement (this “ Agreement ”) is made and entered into as of 12 December 2012, by and between by and between Global Chaucer, S.L.U. a company duly incorporated and in existence in accordance with the laws of the Kingdom of Spain (the “ Company ”), Bain Capital Partners, LLC, a Delaware limited liability company (the “ Advisor ”). Certain defined terms that are used but not otherwise defined herein have the meanings given to such terms in Section 8 . This Agreement shall become effective (the “ Effective Date ”) upon the closing of the transactions contemplated by the Acquisition Agreement.
WHEREAS, the Advisor has rendered certain services to the Company and certain of its Subsidiaries and Affiliates (each Subsidiary or Affiliate, a “ Beneficiary Affiliate ” and together, the “ Beneficiary Affiliates ”) in connection with the transactions contemplated by the Acquisition Agreement;
WHEREAS, the Company hereby confirms its wish to retain the Advisor, and the Advisor confirms its wish to be retained, to provide the services described herein to the Company and to each of the Beneficiary Affiliates;
WHEREAS, for business planning and budgeting purposes, both the Company and the Advisor desire to establish a firm basis for the fees to be paid for such services;
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:
1. Term . This Agreement shall be in effect for an initial term commencing on the Effective Date and ending a year thereafter (the “ Initial Term ”), which initial term shall be automatically extended thereafter on a year-to-year basis unless the Advisor provides written notice to the Company at least ninety (90) days prior to the expiration of the Initial Term or any extension thereof. Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated prior to the expiration of the Initial Term or any extension thereof upon (i) a willful material breach of this Agreement by a party which is not cured within thirty (30) days of receipt of a written notice from the non-breaching party requiring cure, (iii) written consent of the parties, or (iv) the Advisor otherwise serving a written termination notice on the Company. The provisions of Section   1 , and 6 to 20 (inclusive) shall survive any termination of this Agreement.
2. Transaction Services . The parties hereto agree that certain financial-related transaction-specific advisory services, as further described below (collectively, the “ Transaction Services ”) have and shall be performed by the Advisor for the benefit of the Company and/or the Beneficiary Affiliates. The Transaction Services provided may be further evidenced by documentation to be agreed upon between the Company and the Advisor. The Transaction Services shall be in connection with the transactions described in Sections 3(a) and 3(b) and may include, without limitation, the following:
(a) assistance with the negotiation with the vendors of sale and purchase and other terms and conditions of the Acquisition and assistance with closing of the Acquisition;

(b) advice and support related to negotiation with finance providers of transaction-specific debt terms in connection with the Acquisition;
(c) advice and assistance relating to the raising of finance by the Company or a Beneficiary Affiliate;
(d) advice and assistance in the preparation of financial projections relating to the Acquisition;
(e) advice related to the identification, analysis and evaluation of the Acquisition opportunity; and
(f) other transaction-specific services for the Company or the Beneficiary Affiliates relating to the Acquisition and upon which the board of directors of the Company and Advisor agree.
Legal services were not provided by the Advisor. The Transaction Services were conducted in support of the members of management and boards of directors of the Company and the Beneficiary Affiliates and, for the avoidance of doubt, such services shall be considered provided by outside consultants, not managers, of the Company and the Beneficiary Affiliates. The Advisor shall not have any authority or power to commit the Company and the Beneficiary Affiliates to any contracts with third parties pursuant to this Agreement.
3. Transaction Fees .
(a) In consideration for Transaction Services performed from the Effective Date for the Company or the Beneficiary Affiliates, the Company hereby agrees to pay (or to procure that any one of or more of the Beneficiary Affiliates shall pay) the following transaction fees:
(i) In connection with the consummation of the Acquisition and transactions consequential thereon, a transaction fee in an aggregate amount equal to EUR 11,000,000 payable upon the Effective Date to (or at the direction of) the Advisor, which shall be paid by wire transfer in cash to the account(s) designated by the Advisor. In addition, the Company will reimburse the Advisor or its designee, by wire transfer of immediately available funds on the Effective Date, for its reasonable out of pocket fees and expenses (including without limitation the fees and expenses of accountants, attorneys and other advisors retained by the Advisor) incurred in connection with the investigation, negotiation and consummation of the Acquisition; and
(ii) In connection with (A) the consummation of each acquisition (other than the Acquisition) including, without limitation, any share, asset or debt purchase, (B) the consummation of each divestiture including, without limitation, any share, asset or debt divestiture, (C) the provision of financial advice to management regarding each transaction referred to in Sections 3(a)(ii)(A) and (B) , and/or (D) debt financing, by, of or involving the Company or any Beneficiary Affiliates, the Company agrees to (or shall procure that a Beneficiary Affiliate shall pay) pay to the Advisor, an aggregate transaction fee equal to 1.0% of the aggregate consideration for such transaction (in
 
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each case, whether such transaction is by way of merger, purchase or sale of stock or other disposition of assets or debt, recapitalization, reorganization, consolidation, tender offer, public offering or otherwise and whether consummated directly by the Company and/or any of the Beneficiary Affiliates or indirectly by, of or involving any of the respective equity owners or corporate parents) (“ Add-on Transaction ”). In addition, the Company will reimburse the Advisor or its designee, by wire transfer of immediately available funds for its reasonable out of pocket fees and expenses (including without limitation the fees and expenses of accountants, attorneys and other advisors retained by the Advisor) incurred in connection with the investigation, negotiation and consummation of the Add-on Transaction, (together with the fees described in Section 3(a)(i) , the “ Transaction Fees ”).
(b) Unless otherwise stated, all amounts referred to in this Agreement, including but not limited to the Transaction Fees, are exclusive of VAT, which shall be payable at the appropriate rate on the same date as the payment to which such VAT relates against provision of a valid VAT invoice.
4. Personnel . The Advisor has provided and has devoted to the performance of this Agreement such partners, employees and agents of the Advisor as the Advisor deemed appropriate to the furnishing of the services required; provided however that , no minimum number of hours was required to be devoted by the Advisor on a weekly, monthly, annual or other basis. The Company and its Subsidiaries acknowledge that the Advisor’s services were not provided exclusive to the Company and its Subsidiaries and that the Advisor will render similar services to other persons and entities.
5. Liability . Neither the Advisor nor any of its respective Affiliates (or their respective partners, members, managers, employees, affiliates, officers, controlling persons, fiduciaries, advisors, or agents) (with respect to the Advisor, collectively, the “ Advisor’s Group ”) shall be liable to any of the Company and the Beneficiary Affiliates for any Loss arising out of or in connection with the performance of the services contemplated by this Agreement. The Advisor makes no representations or warranties, express or implied, in respect of the Transaction Services. Except as the Advisor may otherwise agree in writing after the date hereof: (a) each member of the Advisor’s Group shall have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly (i) engage in the same or similar business activities or lines of business as the Company or any of the Beneficiary Affiliates or (ii) do business with any client or customer of the Company or any of the Beneficiary Affiliates; (b) no member of the Advisor’s Group shall be liable to the Company or any of the Beneficiary Affiliates for breach of any duty (contractual or otherwise) by reason of any of the activities referenced in (i) above or of such member’s participation therein; and (c) in the event that any member of the Advisor’s Group acquires knowledge of a potential transaction or matter that may constitute an opportunity (or potential opportunity) for any of the Company or the Beneficiary Affiliates, no member of the Advisor’s Group shall have any duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company or any of the Beneficiary Affiliates, and, notwithstanding any provision of this Agreement to the contrary, no member of the Advisor’s Group shall be liable to the Company or any of the Beneficiary Affiliates for breach of any duty (contractual or otherwise) by reason of the fact that any member of the Advisor’s Group directly or indirectly pursues or acquires such opportunity for itself, directs such opportunity
 
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to another Person, or does not present such opportunity to the Company or any of the Beneficiary Affiliates. In no event will any member of the Advisor’s Group be liable to any of the Company or any of the Beneficiary Affiliates for any indirect, special, incidental or consequential damages, including lost profits or savings, whether or not such damages are foreseeable, or in respect of any liabilities relating to any third party claims (whether based in contract, tort or otherwise) third party Claims (whether based in contract, tort or otherwise) but excluding Claims under Section 5 .
6. Indemnity . In consideration of the execution and delivery of this Agreement by the Advisor, the Company shall indemnify, exonerate and hold each member of the Advisor’s Group (collectively, the “ Indemnitees ”), each of whom is an intended third party beneficiary of this Agreement and may specifically enforce the Company’s obligations hereunder (including but not limited to the obligations specified in this Section 5 ), free and harmless from and against any and all Loss arising from any Claim (collectively, the “ Indemnified Liabilities ”), incurred by the Indemnitees or any of them as a result of, arising out of, or in any way relating to the execution, delivery, performance, enforcement or existence of this Agreement or the services contemplated hereby, or non-performance by the Company, except for any such Indemnified Liabilities arising from such Indemnitee’s gross negligence or willful misconduct, and if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. For purposes of this Section 5 , none of the circumstances described in the limitations contained in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments shall be promptly repaid by such Indemnitee to the Company. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. The Company hereby agrees that the Company is the indemnitor of first resort (i.e., its obligations to Indemnitees under this Agreement are primary and any obligation of any Advisor (or any Affiliate thereof) to provide advancement or indemnification for the same Indemnified Liabilities (including all interest, assessments and other charges paid or payable in connection with or in respect of such Indemnified Liabilities) incurred by Indemnitees are secondary), and if the Advisor or any Affiliate thereof pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract, bylaws or charter) with any director or officer of the Company, then (i) the Advisor (or such Affiliate, as the case may be) shall be fully subrogated to all rights of Indemnitee with respect to such payment and (ii) the Company shall reimburse the Advisor (or such Affiliate, as the case may be) for the payments actually made and waives any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any Claim or remedy of any Indemnitee against any Indemnitee, whether such Claim, remedy or right arises in equity or under contract, statute, common law or otherwise, including any right to claim, take or receive from any Indemnitee, directly or indirectly, in cash or other property or by set-off or in any other manner, any payment or security or other credit support on account of such Claim, remedy or right.
 
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7. Severability . Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of any other provision of this Agreement in such jurisdiction or affect the validity, legality, or enforceability of any provision in any other jurisdiction. Instead, this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provision had never been contained herein.
8. Notices . All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (a) when delivered personally to the recipient, (b) when telecopied to the recipient (with hard copy sent to the recipient by internationally reputable overnight courier service (charges prepaid) that same day) if telecopied before 5:00 p.m., local time in the jurisdiction of recipient on a Business Day, and otherwise on the next Business Day, (c) two (2) Business Days after being sent to the recipient by internationally reputable overnight courier service (charges prepaid), or (d) by email. Such notices, demands and other communications shall be sent to the parties hereto at the addresses set forth below.
To the Company:
Global Chaucer, S.L.U.
Calle Pradillo n o 5,
Bajo exterior,
Derecha, 28002
Madrid, Spain
Telephone: +44 207 7514 5252
Attention: Devin O’Reilly
To Bain :
Bain Capital Partners, LLC
111 Huntington Avenue
Boston
MA 02199
USA
Facsimile: +1 617 516 2010
Attention: Sean Doherty/Michel Plantevin/Bart Gombert
in each case with a copy (which shall not constitute notice) to:
Kirkland & Ellis International LLP
30 St. Mary Axe
London
EC3A 8AF
Telephone: +44 (0) 207 469 2000
Facsimile: +44 (0) 207 469 2001
Attention: Sam Pakbaz
 
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9. Certain Definitions . For purposes of this Agreement:
(a) “ Acquisition ” means the acquisition by the Company of certain of the assets and subsidiaries of Atento Inversiones y Teleservicios, S.A. pursuant to the Acquisition Agreement;
(b) “ Acquisition Agreement ” means the share sale and purchase agreement dated 11 October 2012 entered into between, inter alia, Telefónica, S.A. and Global Chaucer, as amended from time to time;
(c) “ Advisor ” has the meaning set forth in the preamble;
(d) “ Advisor’s Group ” has the meaning set forth in Section 5 ;
(e) “ Affiliate ” shall mean, with respect to any Person, (i) any other Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such Person (for the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise), or (ii) if such Person or other Person is an investment fund, any other investment fund the primary investment advisor to which is the primary investment advisor to either Person or an Affiliate thereof;
(f) “ Agreement ” has the meaning set forth in the preamble;
(g) “ Beneficiary Affiliate ” and “ Beneficiary Affiliates ” have the meanings set forth in the preamble;
(h) “ Business Day ” means any day from Monday to Friday (inclusive) other than public bank holidays during normal working hours in Madrid, Spain, New York, N.Y., U.S.A., and London, England;
(i) “ Claim ” means any action, claim, cause of action, suit or similar (excluding regarding taxes);
(j) “ Company ” has the meaning set forth in the preamble;
(k) “ Indemnitees ” has the meaning set forth in Section 6 ;
(l) “ Indemnified Liabilities ” has the meaning set forth in Section 6 ;
(m) “ Initial Term ” has the meaning set forth in Section 1 ;
(n) “ Loss ” means losses, liabilities, damages, costs and/or expenses in connection therewith, including without limitation all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees and costs of experts, witness fees, travel expenses, duplicating costs,
 
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printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, responding to a subpoena, or otherwise participating in, any proceeding including, but not limited to, litigation expenses incurred after the date on which none of the Advisor’s Affiliates or members of the Advisor’s Group or associated investment funds own an interest in the Company, the premium for appeal bonds, attachment bonds or similar bonds and all interest, assessments and other charges paid or payable in connection with or in respect of any such expenses;
(o) “ Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof;
(p) “ Subsidiary ” and “ Subsidiaries ” means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity, a majority of the limited liability company, partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control the managing director or general partner of such limited liability company, partnership, association or other business entity;
(q) “ Tax ” means any tax, assessment or other central or local government charge of any nature whatsoever of any jurisdiction;
(r) “ Transaction Fees ” has the meaning set forth in Section 3 ;
(s) “ Transaction Services ” has the meaning set forth in Section 2 ; and
(t) “ VAT ” means any value added, sales, turnover, consumption or similar Tax of any jurisdiction.
10. Assignment . No party may assign any obligations hereunder to any other entity without the prior written consent of the other parties (which consent shall not be unreasonably withheld); provided that the Advisor may, without the consent of the Company, assign any of its rights and obligations under this Agreement to any of the member of the Advisor’s Group, or to any of its affiliated investment funds, whereupon, in each case, the assignor nevertheless shall remain liable for the performance of its obligations hereunder. The Advisor shall procure that if such Affiliate ceases to be an Affiliate of the Advisor, then such Affiliate shall assign such rights and obligations back to the Advisor or another of its Affiliates.
 
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11. Amendment and Waiver . Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement shall be effective against any party hereto unless such modification, amendment, or waiver has been approved in writing by such party. No course of dealing or the failure of any party to enforce any of the provisions of this Agreement shall in any way operate as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.
12. Successors . This Agreement and all the obligations and benefits hereunder shall bind and inure to the benefit of and be enforceable by the parties hereto and the respective successors and assigns of each of them.
13. Contracts (Rights of Third Parties) Act 1999 . This Agreement does not confer any rights on any person under the Contracts (Rights of Third Parties) Act 1999, except that each Indemnitee is intended to benefit from the provisions of Section 5 , and may enforce those provisions under section 1 of the Contracts (Rights of Third Parties) Act 1999. This letter may be varied, rescinded or terminated by the parties without the consent of any person referred to in the preceding sentence.
14. Counterparts . This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement.
15. Remedies . Any person having rights under any provision of this Agreement shall be entitled to enforce their rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor.
16. Entire Agreement . Except as otherwise expressly set forth herein, this Agreement embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.
17. Governing Law . This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed and construed in accordance with the laws of England and Wales. Each party to this Agreement irrevocably agrees to submit to the exclusive jurisdiction of the courts of England and Wales over any claim or matter arising out of or in connection with this Agreement (including a dispute relating to any non-contractual obligation arising out of or in connection with this letter).
18. Business Days . If any time period for giving notice or taking action hereunder expires on a day other than a Business Day, the time period shall automatically be extended to the Business Day immediately following such day.
 
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19. Descriptive Headings . The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.
20. No Strict Construction . The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.
*    *    *    *    *
 
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IN WITNESS WHEREOF, the parties hereto have executed this Transaction Services Agreement as of the date first written above.

GLOBAL CHAUCER, S.L.U.	
		
By:	 	
 	
Name:	 	DEVIN O’REILLY	
Title:	 	Authorised signatory	

BAIN CAPITAL PARTNERS, LLC	
		
By:	 	 	
Name:	 		
Title:	 		

IN WITNESS WHEREOF, the parties hereto have executed this Transaction Services Agreement as of the date first written above.

GLOBAL CHAUCER, S.L.U.	
		
By:	 	 	
Name:	 		
Title:	 		

BAIN CAPITAL PARTNERS, LLC	
		
By:	 	
 	
Name:	 	Sean M. Doherty	
Title:	 	Authorised signatory	

Exhibit 10.2
EXECUTION VERSION
CONSULTING SERVICES AGREEMENT
This Consulting Services Agreement (this “ Agreement ”) is made and entered into as of 12 December 2012 by and amongst Portfolio Company Advisors, Ltd, an English private limited company, (“ PCAL ”), Bain Capital Partners, LLC, a Delaware limited liability company (“ Bain ”), (PCAL, Bain each an “ Advisor ”, and together the “ Advisors ”), and Global Chaucer, S.L.U. a company duly incorporated and in existence in accordance with the laws of the Kingdom of Spain (the “ Company ”). Certain defined terms that are used but not otherwise defined herein have the meanings given to such terms in Section 12 . This Agreement shall become effective (the “ Effective Date ”) upon the closing of the transactions contemplated by the Acquisition Agreement.
WHEREAS, the Company desires to retain the Advisors, and the Advisors desire to be retained, to provide the services described herein to the Company and its Subsidiaries and Affiliates (each Subsidiary and Affiliate, a “ Beneficiary Affiliate ” and, together, the “ Beneficiary Affiliates ”);
WHEREAS, the parties desire to establish a framework agreement to outline the terms of their overall relationship;
WHEREAS, for business planning and budgeting purposes, the parties desire to establish a firm basis for the fees to be paid for such services over the term of this Agreement;
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:
1. Term . This Agreement shall be in effect for an initial term commencing on the Effective Date and ending a year thereafter (the “ Initial Term ”), which initial term shall be automatically extended thereafter on a year-to-year basis unless the Advisors provide written notice to the Company at least ninety (90) days prior to the expiration of the Initial Term or any extension thereof. Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated prior to the expiration of the Initial Term or any extension thereof upon (i) a willful material breach of this Agreement by a party which is not cured within thirty (30) days of receipt of a written notice from the non-breaching party requiring cure, (iii) written consent of the parties, or (iv) both Advisors otherwise serving a written termination notice on the Company. The provisions of Sections 1 , 4(c) and 7 to 23 (inclusive) shall survive any termination of this Agreement.
2. Consulting Services . Each of the Advisors shall perform or cause to be performed certain advisory services, as further described below (collectively, the “ Consulting Services ”), for the benefit of the Company. The Consulting Services may include, without limitation, support and advice in connection with the following and services of the following categories:
(a) general executive services;
(b) business development services;
(c) finance-related services, including assistance in the preparation of financial projections;

(d) marketing, including monitoring of ongoing marketing plans and strategies;
(e) operations and project management;
(f) human resources including searching for and hiring of executives other than in respect of specific transactions; and
(g) other services for the Company or any of the Beneficiary Affiliates upon which the Company and the Advisor agree.
3. Legal services will not be provided by the Advisors. The Consulting Services will be conducted in support of the members of management and board of directors of the Company and its Beneficiary Affiliates, for the avoidance of doubt, such services shall be considered provided by an outside consultant, not a manager, of the Company and its Beneficiary Affiliates. Pursuant to this Agreement, the Advisors shall not have any authority or power to commit either the Company or any of its Subsidiaries to any contracts with third parties.
4. Consulting Fees and Expenses .
(a) In consideration for the performance of the Consulting Services, the Company hereby agrees upon an invoice issued to the Company to pay (or to procure that one or more of the Beneficiary Affiliates shall pay) the following fees:
(i) an annual consulting services fee to be mutually agreed, which amount shall not be less than EUR 5,000,000 or exceed 3% of the consolidated EBITDA of the Company in any Financial Year (“ Annual Consulting Fees ”), and
(ii) all reasonable out-of-pocket expenses incurred by such Advisor and/or its Affiliates in rendering the Consulting Services, including irrecoverable VAT thereon (“ Consulting Expenses ”),
together, (the “ Consulting Fees ”).
(b) The Consulting Fees shall be payable in accordance with this Section 4(b) . On or before 25 March, 24 June, 29 September and 25 December of each year (the “ Quarter Dates ”), the Company shall pay to each Advisor (or at such Advisor’s request, to its designee(s)):
(i) the pro rata portion of the Annual Consulting Fee payable in advance with respect to the following 3 calendar months; plus
(ii) the Consulting Expenses with respect to the previous 3 calendar months payable in arrears,
and the aggregate of (i) to (ii) (inclusive) shall be referred to herein as the “ Quarterly Fee ”. Provided that, on the first Quarter Date following the Effective Date, the Consulting Fees payable shall equal the Quarterly Fee in respect of such Quarter Date plus an amount equal to the pro rata portion of the Annual Consulting Fees in relation to the period from and
 
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including the Effective Date to but excluding the first Quarter Date. The Quarterly Fee shall be paid by wire transfer in cash or other immediately available funds to the account(s) designated in writing by each Advisor. If the Company is prohibited from paying any portion of a Quarterly Fee by virtue of any legal or contractual restrictions, the non-payment of such portion shall not constitute a default and such portion shall be paid to the Advisors immediately upon such dates as such payment is no longer prohibited; and in the interim, such unpaid portion of each applicable Quarterly Fee shall accrue interest at a rate of 4 percent (4%) above EURIBOR per annum, provided that the Company further agrees to use commercially reasonable efforts to satisfy all conditions necessary to (i) prevent any such payment restrictions from arising and (ii) eliminate as promptly as practicable any such payment restrictions that do arise, provided that the Company shall not be required as a consequence of such obligation to take any action, or omit to take any action, that would jeopardize the Company’s ability to continue as a going concern.
(a) Upon termination of this Agreement for any reason under Section 1 , all amounts accrued but unpaid pursuant to Section 4(b) as of the date of such termination shall become immediately due and payable (including without limitation all amounts payable in respect of Consulting Services rendered between the termination date and the end of the previous 3 calendar months) (but excluding termination resulting from an uncured willful material breach by an Advisor) in a single cash lump sum. Any amount payable pursuant to this Section 4(c) shall be paid no later than the earlier to occur of (i) the tenth (10th) business day following the date this Agreement is terminated and (ii) the last day of the calendar year in which this Agreement is terminated. Unless otherwise agreed in writing by the parties, the Consulting Fees and payment terms specified in Section 4 shall continue to apply during any extension, if any, of the Initial Term of this Agreement pursuant to Section 1 .
(b) Unless otherwise agreed in writing by the parties, the Consulting Fees and payment terms specified in Section 4(b) shall continue to apply during any extension, if any, of the Initial Term of this Agreement pursuant to Section 1 . Unless otherwise stated, all amounts referred to in this Agreement are exclusive of VAT, which shall be payable at the appropriate rate on the same date as the payment to which such VAT relates against provision of a valid VAT invoice.
(c) All Consulting Fees payable to the Advisor hereunder shall be paid by wire transfer in cash or other immediately available funds to the account(s) designated by the Advisor.
2. Recharge of Fees . Each Advisor acknowledges that the Company may recharge to the Beneficiary Affiliates such proportion of each Quarterly Fee as relates to the benefit provided to such Beneficiary Affiliates by the provision of the Consulting Services during the applicable 3 calendar months. Each Advisor shall, if requested, provide the Company and/or the Beneficiary Affiliates (as relevant) with such evidence, as they may reasonably request, of the Advisory Services provided by such Advisor for any 3-month period.
3. Personnel . Each Advisor shall provide and devote to the performance of this Agreement such partners, employees and agents of the Advisor as such Advisor shall deem appropriate to the provision of the Consulting Services required; provided , however, that no
 
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minimum number of hours is required to be devoted by any Advisor on a weekly, monthly, annual or other basis. The Company and the Subsidiaries acknowledge that the Advisors’ services are not exclusive to the Company and the Subsidiaries and that the Advisors will render similar services to other persons and entities.
4. Liability . None of the Advisors or their respective Affiliates (or their respective members, managers, affiliates, officers, controlling persons, fiduciaries, employees and agents in their capacity as such) (with respect to each Advisor, collectively, the “ Advisor’s Group ”) shall be liable to the Company or any of the Beneficiary Affiliates for any Loss arising out of or in connection with the performance of the Consulting Services contemplated by this Agreement. The Advisor makes no representations or warranties, express or implied, in respect of the Consulting Services. Except as any Advisor may otherwise agree in writing after the date hereof: (a) each member of such Advisor’s Group shall have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly (i) engage in the same or similar business activities or lines of business as the Company or any of the Beneficiary Affiliates or (ii) do business with any client or customer of the Company or any of the Beneficiary Affiliates; (b) no member of such Advisor’s Group shall be liable to the Company or any of the Beneficiary Affiliates for breach of any duty (contractual or otherwise) by reason of any the activities referenced in (i) above or of such member’s participation therein; and (c) in the event that any member of such Advisor’s Group acquires knowledge of a potential transaction or matter that may constitute an opportunity (or potential opportunity) for the Company or the Beneficiary Affiliates, no member of such Advisor’s Group shall have any duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company or any of the Beneficiary Affiliates, and, notwithstanding any provision of this Agreement to the contrary, no member of any Advisor’s Group shall be liable to the Company or any of the Beneficiary Affiliates for breach of any duty (contractual or otherwise) by reason of the fact that any member of such Advisor’s Group directly or indirectly pursues or acquires such opportunity for itself, directs such opportunity to another Person, or does not present such opportunity to the Company or any of the Beneficiary Affiliates. In no event will any member of any Advisor’s Group be liable to the Company or any of the Beneficiary Affiliates for any indirect, special, incidental or consequential damages, including lost profits or savings, whether or not such damages are foreseeable, or in respect of any liabilities relating to any third party Claims (whether based in contract, tort or otherwise) but excluding Claims under Section 8 .
5. Indemnity . In consideration of the execution and delivery of this Agreement by each Advisor, the Company shall indemnify, exonerate and hold each member of such Advisor’s Group (collectively, with respect to any Advisor, the “ Indemnitees ”), each of whom is an intended third party beneficiary of this Agreement and may specifically enforce the Company’s obligations hereunder (including but not limited to the obligations specified in this Section 8 ), free and harmless from and against any and all Loss arising from any Claim (collectively, the “ Indemnified Liabilities ”), incurred by the Indemnitees or any of them as a result of, arising out of, or in any way relating to the execution, delivery, performance, enforcement or existence of this Agreement or the Consulting Services contemplated hereby, except for any such Indemnified Liabilities arising from such Indemnitee’s gross negligence or willful misconduct, and if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. For purposes of this Section 8 , none of the
 
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circumstances described in the limitations contained in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments shall be promptly repaid by such Indemnitee to the Company. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. The Company hereby agrees that the Company is the indemnitor of first resort (i.e., its obligations to Indemnitees under this Agreement are primary and any obligation of the relevant Advisor (or any Affiliate thereof) to provide advancement or indemnification for the same Indemnified Liabilities (including all interest, assessments and other charges paid or payable in connection with or in respect of such Indemnified Liabilities) incurred by Indemnitees are secondary), and if the relevant Advisor (or any Affiliate thereof) pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract, bylaws or charter) with any director or officer of the Company, then (i) such Advisor (or such Affiliate, as the case may be) shall be fully subrogated to all rights of Indemnitee with respect to such payment and (ii) the Company shall reimburse such Advisor (or such Affiliate, as the case may be) for the payments actually made and waives any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any Claim or remedy of any Indemnitee against any Indemnitee, whether such Claim, remedy or right arises in equity or under contract, statute, common law or otherwise, including any right to claim, take or receive from any Indemnitee, directly or indirectly, in cash or other property or by set-off or in any other manner, any payment or security or other credit support on account of such Claim, remedy or right.
6. Several Not Joint Liability . The agreements, representations and obligations of the Advisors under this agreement are several (and not joint) in all respects.
7. Severability . Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability shall not effect the validity, legality, or enforceability of any other provision of this Agreement in such jurisdiction or affect the validity, legality, or enforceability of any provision in any other jurisdiction. Instead, this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provision had never been contained herein.
8. Notices . All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (a) when delivered personally to the recipient, (b) when telecopied to the recipient (with hard copy sent to the recipient by internationally reputable overnight courier service (charges prepaid) that same day) if telecopied before 5:00 p.m., local time in the jurisdiction of recipient on a Business Day, and otherwise on the next Business Day, (c) two (2) Business Days after being sent to the recipient by internationally reputable overnight courier service (charges prepaid) or (d) by e-mail. Such notices,
 
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demands and other communications shall be sent to the parties hereto at the addresses set forth below.
To the Company:
Global Chaucer, S.L.U.
Calle Pradillo no5,
Bajo exterior,
Derecha, 28002
Madrid, Spain
Telephone: +44 207 7514 5252
Attention: Devin O’Reilly
To the Advisors:
Portfolio Company Advisors, Ltd
Devonshire House
Mayfair Place
London W1J 8AJ
United Kingdom
Telephone: +44 (0) 207 514 5252
Facsimile: +44 (0) 207 514 5250
Attention: Michel Plantevin/Bart Gombert
Bain Capital Partners, LLC
111 Huntington Avenue
Boston
MA 02199
USA
Facsimile: +1 617 516 2010
Attention: Sean Doherty/Michel Plantevin/Bart Gombert
in each case with a copy (which shall not constitute notice) to:
Kirkland & Ellis International LLP
30 St. Mary Axe
London
EC3A 8AF
Telephone: +44 (0) 207 469 2000
Facsimile: +44 (0) 207 469 2001
Attention: Sam Pakbaz
9. Certain Definitions . For purposes of this Agreement:
(a) “ Acquisition ” means the acquisition by the Company of certain of the assets and subsidiaries of Atento Inversiones y Teleservicios, S.A. pursuant to the Acquisition Agreement;
 
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(b) “ Acquisition Agreement ” means the share sale and purchase agreement dated 11 October 2012 entered into between, inter alia, Telefónica, S.A. and Global Chaucer, as amended from time to time;
(c) “ Advisor ” has the meaning set forth in the preamble;
(d) “ Advisor’s Group ” has the meaning set forth in Section 4 ;
(e) “ Affiliate ” of any particular Person means any other Person controlling, controlled by or under common control with such particular Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract, or otherwise;
(f) “ Agreement ” has the meaning set forth in the preamble;
(g) “ Beneficiary Affiliate ” and “ Beneficiary Affiliates ” have the meanings set forth in the preamble;
(h) “ Business Day ” means any day from Monday to Friday (inclusive) other than public bank holidays during normal working hours in Madrid, Spain, New York, N.Y., USA, and London, England;
(i) “ Claims ” means any action, claim, cause of action, suit or similar (excluding regarding taxes);
(j) “ Company ” has the meaning set forth in the preamble;
(k) “ Consulting Expenses ” have the meaning set forth in Section 4(a)(ii) .
(l) “ Consulting Fees ” have the meaning set forth in Section 4(a) .
(m) “ Consulting Services ” has the meaning set forth in Section 2 .
(n) “ Financial Year ” means the annual accounting period of the Company ending on or about 31 December in each year.
(o) “ Indemnitees ” has the meaning set forth in Section 5 ;
(p) “ Indemnified Liabilities ” has the meaning set forth in Section 5 ;
(q) “ Initial Term ” has the meaning set forth in Section 1 ;
(r) “ Loss ” means losses, liabilities, damages, costs and/or expenses in connection therewith, including without limitation all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees and costs of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, responding to a subpoena, or otherwise participating in, any proceeding
 
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including, but not limited to, litigation expenses incurred after the date on which none of the Advisor’s Affiliates or associated investment funds own an interest in the Company, the premium for appeal bonds, attachment bonds or similar bonds and all interest, assessments and other charges paid or payable in connection with or in respect of any such expenses;
(s) “ Person ” means an individual, a partnership, a corporation, a limited liability Company, an association, a joint stock Company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.
(t) “ Quarterly Fee ” has the meaning set forth in Section (b);
(u) “ Subsidiary ” and “ Subsidiaries ” means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity, a majority of the limited liability company, partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control the managing director or general partner of such limited liability company, partnership, association or other business entity;
(v) “ Tax ” means any tax, assessment or other central or local government charge of any nature whatsoever of any jurisdiction;
(w) “ VAT ” means any value added, sales, turnover, consumption or similar Tax of any jurisdiction.
10. Assignment . No party may assign any obligations hereunder to any other entity without the prior written consent of the other parties (which consent shall not be unreasonably withheld); provided that any Advisor may, without the consent of the Company or the other Advisor, assign any of its rights and obligations under this Agreement to any of its Affiliates, whereupon, in each case, the assignor nevertheless shall remain liable for the performance of its obligations hereunder. An Advisor shall procure that if such Affiliate ceases to be an Affiliate of the Advisor, then such Affiliate shall assign such rights and obligations back to the Advisor or another of its Affiliates.
11. Amendment and Waiver . Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement shall be effective against any party hereto unless such modification, amendment, or waiver has been approved in writing by such party. No course of dealing or the failure of any party to enforce any of the provisions of this Agreement shall in any way operate as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.
 
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12. Successors . This Agreement and all the obligations and benefits hereunder shall bind and inure to the benefit of and be enforceable by the parties hereto and the respective successors and assigns of each of them.
13. Contracts (Rights of Third Parties) Act 1999 . This Agreement does not confer any rights on any person under the Contracts (Rights of Third Parties) Act 1999, except that each Indemnitee is intended to benefit from the provisions of Section 5 , and may enforce those provisions under section 1 of the Contracts (Rights of Third Parties) Act 1999. This letter may be varied, rescinded or terminated by the parties without the consent of any person referred to in the preceding sentence.
14. Counterparts . This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement.
15. Remedies . Any person having rights under any provision of this Agreement shall be entitled to enforce their rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor.
16. Entire Agreement . Except as otherwise expressly set forth herein, this Agreement embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.
17. Governing Law . This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed and construed in accordance with the laws of England and Wales. Each party to this Agreement irrevocably agrees to submit to the exclusive jurisdiction of the courts of England and Wales over any claim or matter arising out of or in connection with this Agreement (including a dispute relating to any non-contractual obligation arising out of or in connection with this letter).
18. Business Days . If any time period for giving notice or taking action hereunder expires on a day other than a Business Day, the time period shall automatically be extended to the Business Day immediately following such day.
19. Descriptive Headings . The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.
20. No Strict Construction . The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.
*    *    *    *    *
 
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

GLOBAL CHAUSER, S.L.U.	
		
By:	 	
 	
Name:	 	DEVIN O’REILLY	
Title:	 	Authorised signatory	

BAIN CAPITAL PARTNERS, LLC	
		
By:	 	 	
Name:	 		
Title:	 		

PORTFOLIO COMPANY ADVISORS, LTD	
		
By:	 	 	
Name:	 		
Title:	 		
 
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

GLOBAL CHAUSER, S.L.U.	
		
By:	 	 	
Name:	 		
Title:	 		

BAIN CAPITAL PARTNERS, LLC	
		
By:	 	
 	
Name:	 	Sean M. Doherty	
Title:	 	Authorised signatory	

PORTFOLIO COMPANY ADVISORS, LTD	
		
By:	 	
 	
Name:	 	Sean M. Doherty	
Title:	 	Authorised signatory	
 
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Exhibit 10.3
EXECUTION VERSION
MANAGEMENT SERVICES AGREEMENT
This Management Services Agreement (this “ Agreement ”) is made and entered into as of 12 December 2012, by Global Chaucer, S.L.U. a company duly incorporated and in existence in accordance with the laws of the Kingdom of Spain (the “ Advisor ”), B.C. Atalaya Mexholdco, S. de R.L. de C.V. a company duly organised under the laws of the United Mexican States (“ Mexican Holdco ”), Global Laurentia, S.L.U. a company duly incorporated and in existence in accordance with the laws of the Kingdom of Spain (“ Holdco 2”), Global Kiowa, S.L.U. a company duly incorporated and in existence in accordance with the laws of the Kingdom of Spain (“ Holdco 5 ”) and Global Benoni, S.L.U. a company duly incorporated and in existence in accordance with the laws of the Kingdom of Spain (“ Holdco 6 ”), (Mexican Holdco, Holdco 2, Holdco 5, Holdco 6 each and collectively the “ Recipient ”). Certain defined terms that are used but not otherwise defined herein have the meanings given to such terms in Section 12 . This Agreement shall become effective (the “ Effective Date ”) upon the closing of the transactions contemplated by the Acquisition Agreement.
WHEREAS, the Advisor is staffed with highly experienced personal which can provide and co-ordinate a variety of useful and beneficial management services to the Recipient as described in Section 2 ;
WHEREAS, the Recipient desires to retain the Advisor, and the Advisor desires to be retained, to provide the services described herein to the Recipient and its Subsidiaries and Affiliates (each Subsidiary and Affiliate, a “ Beneficiary Affiliate ” and, together, the “ Beneficiary Affiliates ”);
WHEREAS, the parties desire to establish a framework agreement to outline the terms of their overall relationship;
WHEREAS, for business planning and budgeting purposes, the parties desire to establish a firm basis for the fees to be paid for such services over the term of this Agreement;
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:
1. Term . This Agreement shall be in effect for an initial term commencing on the Effective Date and ending a year thereafter (the “ Initial Term ”), which initial term shall be automatically extended thereafter on a year-to-year basis unless the Advisor provides written notice to the Recipient at least ninety (90) days prior to the expiration of the Initial Term or any extension thereof. Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated prior to the expiration of the Initial Term or any extension thereof upon (i) a willful material breach of this Agreement by a party which is not cured within thirty (30) days of receipt of a written notice from the non-breaching party requiring cure, (iii) written consent of the parties, or (iv) the Advisor otherwise serving a written termination notice on the Recipient. The provisions of
Sections 1 , 4(c) and 7 to 23 (inclusive) shall survive any termination of this Agreement.
2. Management Services . The Advisor shall perform or cause to be performed certain advisory services, as further described below (collectively, the “ Management Services ”), for the benefit of the Recipient. The Management Services may include, without

limitation, support and advice in connection with the following and services of the following categories:
(a) general executive services, including attending management meetings and assisting local management of the Beneficiary Affiliates with market, sales and management issues;
(b) providing advice and support to improve internal routines and organizational efficiency;
(c) business development services, including applying extensive experience and knowledge of the Recipient’s and Beneficiary Affiliates’ business and sales processes to improve local operational efficiency and performance;
(d) finance-related services, including assistance in the preparation of financial projections, providing operation support relating to local finance, reporting, accounting, tax and audit issues and generally applying extensive knowledge in the areas of finance and control;
(e) marketing, including monitoring of ongoing marketing plans and strategies;
(f) operations and project management;
(g) human resources including searching for and hiring of executives other than in respect of specific transactions; and
(h) other services for the Recipient or any of the Beneficiary Affiliates upon which the Recipient and the Advisor agree.
3. Legal services will not be provided by the Advisor. The Management Services will be conducted in support of the members of management and board of directors of the Recipient and its Beneficiary Affiliates, for the avoidance of doubt, such services do not include activities performed by the Advisor in its capacity as shareholder or other stewardship activities in relation to the Recipient, or that are in any other way solely due to the Advisor’s holding of a direct or indirect controlling shareholding in the Recipient.
4. Management Fees and Expenses .
(a) In consideration for the performance of the Management Services, the Recipient hereby agrees upon an invoice issued to the Recipient to pay (or to procure that one or more of the Beneficiary Affiliates shall pay) fees calculated as follows:
(i) management services fees for Management Services provided by the Advisor to the Recipient and/or Beneficiary Affiliates calculated on an arm’s length basis (the “ Management Services Fees ”), and
(ii) all reasonable out-of-pocket expenses incurred by such Advisor and/or its Affiliates in rendering the Management Services, including irrecoverable VAT thereon (“ Management Expenses ”),
 
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together, (the “ Management Fees ”).
(b) The Management Fees shall be payable in arrears in accordance with this Section 4(b) . On or before 31 January and 31 July of each year, the Recipient shall pay to the Advisor (or at such Advisor’s request, to its designee(s)):
(i) the total Management Services Fees with respect to the previous 6 calendar months; plus
(ii) the Management Expenses incurred by such Advisor during the previous 6 calendar months,
and the aggregate of (i) to (ii) (inclusive) shall be referred to herein as the “ Semi-Annual Fee ”. The Recipients shall agree between themselves how the Semi-Annual Fee shall be allocated between them by reference to their use of and benefit from the Management Services and the Semi-Annual Fee shall be paid by wire transfer in cash or other immediately available funds to the account(s) designated in writing by each Advisor by one or more of the Recipients as they mutually agree. If a Recipient is prohibited from paying any portion of a Semi-Annual Fee by virtue of any legal or contractual restrictions, the non-payment of such portion shall not constitute a default and such portion shall be paid to the Advisor immediately upon such dates as such payment is no longer prohibited; and in the interim, such unpaid portion of each applicable Semi-Annual Fee shall accrue interest at a rate of 4 percent (4%) above EURIBOR per annum, provided that the Recipient further agrees to use commercially reasonable efforts to satisfy all conditions necessary to (i) prevent any such payment restrictions from arising and (ii) eliminate as promptly as practicable any such payment restrictions that do arise, provided that the Recipient shall not be required as a consequence of such obligation to take any action, or omit to take any action, that would jeopardize the Recipient’s ability to continue as a going concern.
(c) Upon termination of this Agreement for any reason under Section 1 , all amounts accrued but unpaid pursuant to Section 4(b) as of the date of such termination shall become immediately due and payable (including without limitation all amounts payable in respect of Management Services rendered between the termination date and the end of the previous 6 calendar months) (but excluding termination resulting from an uncured willful material breach by an Advisor) in a single cash lump sum. Any amount payable pursuant to this Section 4(c) shall be paid no later than the earlier to occur of (i) the tenth (10th) business day following the date this Agreement is terminated and (ii) the last day of the calendar year in which this Agreement is terminated. Unless otherwise agreed in writing by the parties, the Management Fees and payment terms specified in Section 4 shall continue to apply during any extension, if any, of the Initial Term of this Agreement pursuant to Section 1 .
(d) Unless otherwise agreed in writing by the parties, the Management Fees and payment terms specified in Section 4(b) shall continue to apply during any extension, if any, of the Initial Term of this Agreement pursuant to Section 1 . Unless otherwise stated, all amounts referred to in this Agreement are exclusive of VAT, which shall be payable at the appropriate rate on the same date as the payment to which such VAT relates against provision of a valid VAT invoice.
 
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(e) All Management Fees payable to the Advisor hereunder shall be paid by wire transfer in cash or other immediately available funds to the account(s) designated by the Advisor.
5. Recharge of Fees . Each Advisor acknowledges that the Recipient may recharge to the Beneficiary Affiliates such proportion of each Semi-Annual Fee as relates to the benefit provided to such Beneficiary Affiliates by the provision of the Management Services during the applicable 6 calendar months. Each Advisor shall, if requested, provide the Recipient and/or the Beneficiary Affiliates (as relevant) with such evidence, as they may reasonably request, of the Advisory Services provided by such Advisor for any 6-month period.
6. Personnel . Each Advisor shall provide and devote to the performance of this Agreement such partners, employees and agents of the Advisor as such Advisor shall deem appropriate to the provision of the Management Services required; provided , however, that no minimum number of hours is required to be devoted by any Advisor on a weekly, monthly, annual or other basis. The Recipient and the Subsidiaries acknowledge that the Advisor’s services are not exclusive to the Recipient and the Subsidiaries and that the Advisor will render similar services to other persons and entities.
7. Liability . None of the Advisor, their respective Affiliates (or their respective members, managers, affiliates, officers, controlling persons, fiduciaries, employees and agents in their capacity as such) (with respect to each Advisor, collectively, the “ Advisor’s Group ”) shall be liable to the Recipient or any of the Beneficiary Affiliates for any Loss arising out of or in connection with the performance of the Management Services contemplated by this Agreement. The Advisor makes no representations or warranties, express or implied, in respect of the Management Services. Except as any Advisor may otherwise agree in writing after the date hereof: (a) each member of such Advisor’s Group shall have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly (i) engage in the same or similar business activities or lines of business as the Recipient or any of the Beneficiary Affiliates or (ii) do business with any client or customer of the Recipient or any of the Beneficiary Affiliates; (b) no member of such Advisor’s Group shall be liable to the Recipient or any of the Beneficiary Affiliates for breach of any duty (contractual or otherwise) by reason of any the activities referenced in (i) above or of such member’s participation therein; and (c) in the event that any member of such Advisor’s Group acquires knowledge of a potential transaction or matter that may constitute an opportunity (or potential opportunity) for the Recipient or the Beneficiary Affiliates, no member of such Advisor’s Group shall have any duty (contractual or otherwise) to communicate or present such corporate opportunity to the Recipient or any of the Beneficiary Affiliates, and, notwithstanding any provision of this Agreement to the contrary, no member of any Advisor’s Group shall be liable to the Recipient or any of the Beneficiary Affiliates for breach of any duty (contractual or otherwise) by reason of the fact that any member of such Advisor’s Group directly or indirectly pursues or acquires such opportunity for itself, directs such opportunity to another Person, or does not present such opportunity to the Recipient or any of the Beneficiary Affiliates. In no event will any member of any Advisor’s Group be liable to the Recipient or any of the Beneficiary Affiliates for any indirect, special, incidental or consequential damages, including lost profits or savings, whether or not such damages are foreseeable, or in respect of any liabilities relating to any third party Claims (whether based in contract, tort or otherwise) but excluding Claims under Section 8 .
 
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8. Indemnity . In consideration of the execution and delivery of this Agreement by each Advisor, the Recipient shall indemnify, exonerate and hold each member of such Advisor’s Group (collectively, with respect to any Advisor, the “ Indemnitees ”), each of whom is an intended third party beneficiary of this Agreement and may specifically enforce the Recipient’s obligations hereunder (including but not limited to the obligations specified in this Section 8 ), free and harmless from and against any and all Loss arising from any Claim (collectively, the “ Indemnified Liabilities ”), incurred by the Indemnitees or any of them as a result of, arising out of, or in any way relating to the execution, delivery, performance, enforcement or existence of this Agreement or the Management Services contemplated hereby, except for any such Indemnified Liabilities arising from such Indemnitee’s gross negligence or willful misconduct, and if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Recipient hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. For purposes of this Section 8 , none of the circumstances described in the limitations contained in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Recipient, then such payments shall be promptly repaid by such Indemnitee to the Recipient. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. The Recipient hereby agrees that the Recipient is the indemnitor of first resort (i.e., its obligations to Indemnitees under this Agreement are primary and any obligation of the relevant Advisor (or any Affiliate thereof) to provide advancement or indemnification for the same Indemnified Liabilities (including all interest, assessments and other charges paid or payable in connection with or in respect of such Indemnified Liabilities) incurred by Indemnitees are secondary), and if the relevant Advisor (or any Affiliate thereof) pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract, bylaws or charter) with any director or officer of the Recipient, then (i) such Advisor (or such Affiliate, as the case may be) shall be fully subrogated to all rights of Indemnitee with respect to such payment and (ii) the Recipient shall reimburse such Advisor (or such Affiliate, as the case may be) for the payments actually made and waives any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any Claim or remedy of any Indemnitee against any Indemnitee, whether such Claim, remedy or right arises in equity or under contract, statute, common law or otherwise, including any right to claim, take or receive from any Indemnitee, directly or indirectly, in cash or other property or by set-off or in any other manner, any payment or security or other credit support on account of such Claim, remedy or right.
9. Several Not Joint Liability . The agreements, representations and obligations of the Advisor under this agreement are several (and not joint) in all respects.
10. Severability . Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability shall not effect the validity, legality, or enforceability of any other provision of this
 
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Agreement in such jurisdiction or affect the validity, legality, or enforceability of any provision in any other jurisdiction. Instead, this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provision had never been contained herein.
11. Notices . All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (a) when delivered personally to the recipient, (b) when telecopied to the recipient (with hard copy sent to the recipient by internationally reputable overnight courier service (charges prepaid) that same day) if telecopied before 5:00 p.m., local time in the jurisdiction of recipient on a Business Day, and otherwise on the next Business Day, (c) two (2) Business Days after being sent to the recipient by internationally reputable overnight courier service (charges prepaid) or (d) by e-mail. Such notices, demands and other communications shall be sent to the parties hereto at the addresses set forth below.
To the Recipient:
Global Laurentia, S.L.U.
Calle Pradillo n o 5,
Bajo exterior,
Derecha, 28002
Madrid, Spain
Telephone: +44 207 7514 5252
Attention: Devin O’Reilly
Global Kiowa, S.L.U.
Calle Pradillo n o 5,
Bajo exterior,
Derecha, 28002
Madrid, Spain
Telephone: +44 207 7514 5252
Attention: Devin O’Reilly
Global Benoni, S.L.U.
Calle Pradillo n o 5,
Bajo exterior,
Derecha, 28002
Madrid, Spain
Telephone: +44 207 7514 5252
Attention: Devin O’Reilly
B.C. Atalaya MexHoldco S. de R.L. de C.V.
Angel Urraza Eje 6 Sur 314,
Colonia del Valle, 03100,
Mexico, Federal District
Telephone: +44 207 7514 5252
Attention: Devin O’Reilly
 
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To the Advisor :
Global Chaucer, S.L.U.
Calle Pradillo no5,
Bajo exterior,
Derecha, 28002
Madrid, Spain
Telephone: +44 207 7514 5252
Attention: Devin O’Reilly
12. Certain Definitions . For purposes of this Agreement:
(a) “ Acquisition ” means the acquisition by the Recipient of certain of the assets and subsidiaries of Atento Inversiones y Teleservicios, S.A. pursuant to the Acquisition Agreement;
(b) “ Acquisition Agreement ” means the share sale and purchase agreement dated 11 October 2012 entered into between, inter alia, Telefónica, S.A. and Global Chaucer, as amended from time to time;
(c) “ Advisor ” has the meaning set forth in the preamble;
(d) “ Advisor’s Group ” has the meaning set forth in Section 7 ;
(e) “ Affiliate ” of any particular Person means any other Person controlling, controlled by or under common control with such particular Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract, or otherwise;
(f) “ Agreement ” has the meaning set forth in the preamble;
(g) “ Beneficiary Affiliate ” and “ Beneficiary Affiliates ” have the meanings set forth in the preamble;
(h) “ Business Day ” means any day from Monday to Friday (inclusive) other than public bank holidays during normal working hours in Madrid, Spain, New York, N.Y., USA, and London, England;
(i) “ Claims ” means any action, claim, cause of action, suit or similar (excluding regarding taxes);
(j) “ Recipient ” has the meaning set forth in the preamble;
(k) “ Management Expenses ” have the meaning set forth in Section 4(a)(ii) .
 
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(l) “ Management Fees ” have the meaning set forth in Section 4(a) .
(m) “ Management Services ” has the meaning set forth in Section 2 .
(n) “ Indemnitees ” has the meaning set forth in Section 8 ;
(o) “ Indemnified Liabilities ” has the meaning set forth in Section 8 ;
(p) “ Initial Term ” has the meaning set forth in Section 1 ;
(q) “ Loss ” means losses, liabilities, damages, costs and/or expenses in connection therewith, including without limitation all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees and costs of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery Management Services Fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, responding to a subpoena, or otherwise participating in, any proceeding including, but not limited to, litigation expenses incurred after the date on which none of the Advisor’s Affiliates or associated investment funds own an interest in the Recipient, the premium for appeal bonds, attachment bonds or similar bonds and all interest, assessments and other charges paid or payable in connection with or in respect of any such expenses;
(r) “ Person ” means an individual, a partnership, a corporation, a limited liability Recipient, an association, a joint stock Recipient, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.
(s) “ Semi-Annual Fee ” has the meaning set forth in Section 4(b) ;
(t) “ Subsidiary ” and “ Subsidiaries ” means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity, a majority of the limited liability company, partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control the managing director or general partner of such limited liability company, partnership, association or other business entity;
(u) “ Tax ” means any tax, assessment or other central or local government charge of any nature whatsoever of any jurisdiction;
 
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(v) “ VAT ” means any value added, sales, turnover, consumption or similar Tax of any jurisdiction.
13. Assignment . No party may assign any obligations hereunder to any other entity without the prior written consent of the other parties (which consent shall not be unreasonably withheld); provided that any Advisor may, without the consent of the Recipient or the other Advisor, assign any of its rights and obligations under this Agreement to any of its Affiliates, whereupon, in each case, the assignor nevertheless shall remain liable for the performance of its obligations hereunder. An Advisor shall procure that if such Affiliate ceases to be an Affiliate of the Advisor, then such Affiliate shall assign such rights and obligations back to the Advisor or another of its Affiliates.
14. Amendment and Waiver . Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement shall be effective against any party hereto unless such modification, amendment, or waiver has been approved in writing by such party. No course of dealing or the failure of any party to enforce any of the provisions of this Agreement shall in any way operate as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms.
15. Successors . This Agreement and all the obligations and benefits hereunder shall bind and inure to the benefit of and be enforceable by the parties hereto and the respective successors and assigns of each of them.
16. Contracts (Rights of Third Parties) Act 1999 . This Agreement does not confer any rights on any person under the Contracts (Rights of Third Parties) Act 1999, except that each Indemnitee is intended to benefit from the provisions of Section 8 , and may enforce those provisions under section 1 of the Contracts (Rights of Third Parties) Act 1999. This letter may be varied, rescinded or terminated by the parties without the consent of any person referred to in the preceding sentence.
17. Counterparts . This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement.
18. Remedies . Any person having rights under any provision of this Agreement shall be entitled to enforce their rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor.
19. Entire Agreement . Except as otherwise expressly set forth herein, this Agreement embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.
20. Governing Law . This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed and construed in accordance with the laws of England and Wales. Each party to this Agreement irrevocably agrees to submit to the
 
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exclusive jurisdiction of the courts of England and Wales over any claim or matter arising out of or in connection with this Agreement (including a dispute relating to any non-contractual obligation arising out of or in connection with this letter).
21. Business Days . If any time period for giving notice or taking action hereunder expires on a day other than a Business Day, the time period shall automatically be extended to the Business Day immediately following such day.
22. Descriptive Headings . The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.
23. No Strict Construction . The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.
*    *    *    *    *
 
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

GLOBAL CHAUSER, S.L.U.	
		
By:	 	/s/ Devin O’Reilly	
Name:	 	Devin O’Reilly	
Title:	 	Principal, Bain Capital	

GLOBAL KIOWA, S.L.U.	
		
By:	 	/s/ Devin O’Reilly	
Name:	 	Devin O’Reilly	
Title:	 	Authorised Signatory	

GLOBAL BENONI, S.L.U.	
		
By:	 	/s/ Devin O’Reilly	
Name:	 	Devin O’Reilly	
Title:	 	Authorised Signatory	

GLOBAL LAURENTIA, S.L.U.	
		
By:	 	/s/ Devin O’Reilly	
Name:	 	Devin O’Reilly	
Title:	 	Authorised Signatory	
 
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B.C. ATALAYA MEXHOLDCO, S. de R.L. de C.V.	
		
By:	 	/s/ Devin O’Reilly	
Name:	 	Devin O’Reilly	
Title:	 	Authorised Signatory	
 
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Exhibit 10.4
EXECUTION VERSION
SUBSCRIPTION AND SECURITYHOLDER’S AGREEMENT
THIS SUBSCRIPTION AND SECURITYHOLDER’S AGREEMENT (this “ Agreement ”) is made as of 4 December 2012, by and among BC Luxco Topco, a société en commandite par actions organized under the laws of the Grand Duchy of Luxembourg having its registered office at 9A, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies’ Register (the “ Company ”), BC Luxco, a société à responsabilité limitée organized under the laws of the Grand Duchy of Luxembourg having its registered office at 9A, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies’ Register under number B-172209 (the “ Lux Sarl ”) and each of the Investors. The Lux Sarl, the Company and the Investors are the “ Parties ” and each a “ Party ” to this Agreement.
RECITALS
WHEREAS the Lux Sarl, the Company and the Investors, desire to enter into an agreement pursuant to which each Investor shall subscribe for, and the Lux Sarl shall authorize the Company to issue and allot, the Securities described herein to each Investor, within the limits of the authorized share capital and for the subscription price per Security set forth opposite each such subscriber’s name in Schedule 1 hereto (the aggregate subscription price payable by an Investor in respect of such Securities being the “ Subscription Price ”); and
WHEREAS the Lux Sarl, the Company and the Investors desire to enter into this agreement to provide for certain rights and obligations of the Parties (and all persons who succeed or adhere to this Agreement) with respect to the Securities.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Definitions and Interpretation
(a) Definitions
In this Agreement, the following terms shall have the following meanings:
“ Acquisition Agreement ” means the sale and purchase agreement dated 11 October 2012 entered into between, inter alia, Telefonica SA and the Company.
“ Acquisition Closing Date ” means the “Closing Date” as defined in the Acquisition Agreement.
“ Affiliate ” means, with respect to any Person, any other Person that, directly or indirectly, Controls, is Controlled by, or is under common Control with such first Person or any other Person who holds directly or indirectly more than a twenty percent (20%) economic interest in such first Person or in whom such first Person holds directly or indirectly or has a contractual right to acquire more than a twenty percent (20%) economic interest. Any trust or nominee directly or indirectly holding securities principally for the benefit of employees of a party hereto or its Affiliates shall be deemed to be an Affiliate of such party hereto.
 
1

“ AL-PECs ” means the series 2 preferred equity certificates duly authorized and issued by the Company from time to time.
“ Articles ” or “ Articles of Association ” means the Company’s Articles of Association as amended from time to time.
“ Attorneys ” has the meaning provided in Section 19 .
“ Bain Investor ” means each of Bain Capital Europe Fund III, L.P. and Bain Capital Fund X, L.P. and any Affiliate of a Bain Investor (other than a member of the Group) for so long as such Person holds Securities and “ Bain Investors ” means more than one of them.
“ Bain Sale Notice ” shall have the meaning provided in Section 5(a) .
“ Bain Securities ” means Securities held by a Bain Investor.
“ Bain Seller ” shall have the meaning provided in Section 5(a) .
“ Board of Directors ” means the board of directors of the Lux Sarl, as constituted from time to time.
“ Business ” means such of the business, assets and shares of the Group companies, which are the subject of the acquisition by the Purchasers (as such term is defined in the Acquisition Agreement) pursuant to the Acquisition Agreement.
“ Business Day ” means any day other than a Saturday, Sunday or public holiday on which banks are generally open for business in London, Luxembourg and New York.
“ Class A Shares ” means the shares of the Company with a nominal value of one Euro cent (EUR 0.01) each designated as Class A1 Shares and Class A2 Shares in accordance with the Articles of Association.
“ Closing ” shall have the meaning provided in Section 2(c) .
“ Co-Investor ” shall mean an Investor other than a Bain Investor.
“ Company ” shall have the meaning provided in the preamble.
“ Control ” shall mean in respect of a Person, the power directly or indirectly to manage or govern such Person, or to appoint the managing and governing bodies of such Person, or a majority of the members thereof if they decide collectively, whether through the ownership of voting securities, by contract or otherwise (in such respect, a limited partnership shall be deemed to be Controlled by its general partner).
“ CPECs ” means the series 1 convertible preferred equity certificates duly authorized and issued by the Company from time to time.
“ Deed of Adherence ” means a deed of adherence whereby the party thereto agrees to be bound by the terms of this Agreement in the form set out in Schedule 3 or in such other form as is approved by the Lux Sarl.
 
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“ Executive ” means a manager of the Group who is selected by the Board of Directors to participate in any management incentivisation plan implemented by a Group Company and approved by the Lux Sarl.
“ Fee Agreements ” shall mean: (i) a transaction services agreement to be entered into between a Bain Investor and/or one or more of its Affiliates (each a “ Service Provider ”) and a Group Company pursuant to which the Service Provider(s) shall (collectively) be entitled to receive an amount equal to EUR 11,000,000 in connection with the transactions contemplated therein and a fee of 1% of the aggregate value of each subsequent transaction (including without limitation acquisitions, disposals and debt financing); and (ii) an advisory services and/or consulting services agreement to be entered into between one or more Service Providers and a Group Company pursuant to which the Service Provider(s) shall (collectively) be entitled to receive an annual fee equal to the greater of EUR 5,000,000 and 3% of the EBITDA of the Group for the financial year to which such annual fee relates.
“ Final Exit ” means a bona fide, arm’s length sale to a Person who is an Independent Third Party, or group of Persons who are not Affiliates, of the Company involving (i) a sale of assets pursuant to which such party or parties acquire all of the assets of the Company and its Subsidiaries on a consolidated basis in one transaction or series of related transactions; (ii) any sale of all of the Securities in one transaction or series of related transactions; or (iii) a merger or consolidation which accomplishes one of the foregoing.
“ Governance Rights ” means the Mesoamerica Investors’ rights under Section 10 .
“ Group ” means the Company together with any company that is a Subsidiary of the Company from time to time and “ Group Company ” means any one of them.
“ Implicit Pre-IPO Value ” shall:
(a) in the event a primary offering of shares shall occur, be equal to (1) the Total Price to the Public divided by the percentage (stated as a decimal) that the number of shares of Newco Common sold pursuant to the IPO represents of the total number of shares of Newco Common to be outstanding immediately following the IPO, minus (2) the Primary Offering Proceeds; and
(b) in the event only a secondary sale of shares shall occur, be equal to (1) the total number of shares of Newco Common multiplied by (2) the Per Share Price.
For the purposes of this definition, “ Primary Offering Proceeds ” means the number of shares of Newco Common sold in the primary offering (which may be zero) in connection with the IPO, multiplied by the Per Share Price. “IPO” means an underwritten initial public offering of Newco Common. “ Per Share Price ” means, in connection with any IPO, the price set out or that would be set out on the cover page of a prospectus for such IPO under the caption “Price to Public” (or any similar caption) and opposite the caption “ Per Share ” (or any similar caption), less the per share allocation of the underwriting discounts and commissions and expenses incurred by the Company in connection with the IPO. “ Total Price to the Public ” means the Per Share Price multiplied by the number of shares of Newco Common sold pursuant to the IPO.
“ Independent Third Party ” means any Person who, immediately prior to the contemplated transaction, does not beneficially own in excess of 5% of the Company’s Shares on a fully-diluted basis (a “ 5% Owner ”) who is not controlling, controlled by or under common control with any such 5% Owner and who is not the spouse or descendent (by birth or adoption) of any such 5% Owner or a trust for the benefit of such 5% Owner and/or such other Persons.
 
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“ Investor ” means each of the parties set forth on Part A of Schedule 1 and any assignee or transferee of any interest in any Security directly from any of them and “ Investors ” means more than one of them.
“ Issuance ” shall have the meaning provided in Section 7(a) .
“ Liquidity Event ” means a Sale of the Company (provided that, for these purposes, the references to “50.01%” in the “Sale of the Company” definition shall be deemed to be references to “25.01%”, a Public Sale or a dividend, distribution or recapitalization.
“ Lux Sarl ” shall have the meaning provided in the preamble.
“ Mesoamerica Investors ” means, collectively, Mesoamerica BPO, Ltd. and all other Investors that are Affiliates of Mesoamerica BPO, Ltd.
“ Mesoamerica Representative ” shall have the meaning provided in Section 34 .
“ Newco ” shall have the meaning provided in Section 8(b)(i) .
“ Newco Common ” shall mean the securities to be issued to a Securityholder pursuant to Section 8(b)(i) or Section 8(b)(ii) in exchange for such Securityholder’s Securities.
“ New Subscriber ” shall have the meaning set out in Section 7(a) .
“ Participating Securityholder ” shall have the meaning provided in Section 5(b) .
“ PECs ” means the series 1 preferred equity certificates duly authorized and issued by the Company from time to time.
“ Pecuniary Value ” means, in connection with any Transfer, with respect to any Security or Securities, the proportion of the proceeds which the holder of such Security or Securities would be entitled to receive pursuant to a hypothetical liquidating distribution of the Company at the time of such Transfer where the aggregate proceeds to be distributed in connection with such hypothetical liquidating distribution shall be deemed to be an amount equal to the valuation of the Company established by such Transfer and assuming that the hypothetical distribution of proceeds would be made in accordance with the terms and conditions of the Articles and the Securities oustandstanding as at the time of such Transfer.
“ Permitted Transferee ” shall mean, with respect to a shareholder of a Mesoamerica Investor, any Affiliate of such shareholder.
“ Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.
“ Preemptive Notice ” shall have the meaning provided in Section 7(b) .
“ Preemptive Reply ” shall have the meaning provided in Section 7(b) .
 
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“ Pro Rata Percentage ” means, with respect to any Co-Investor, a percentage equal to (i) a fraction, (x) the numerator of which shall equal the Pecuniary Value of all Securities held by such Co-Investor as of the date of determination, and (y) the denominator of which shall equal the Pecuniary Value of all Securities held by all Co-Investors multiplied by 100.
“ Prohibited Investor ” means: (i) a competitor of any member of the Group; or (ii) any financial investor or investment fund (howsoever structured) that invests in distressed investments or any Affiliate thereof.
“ Public Offering ” means a public offering and sale of the Shares or the shares of a Newco or a Subsidiary, pursuant to an effective registration or an effective listing or qualification on a securities market in accordance with applicable requirements.
“ Public Sale ” means a Public Offering or any sale of the Shares or the shares of a Newco or a Subsidiary, as the case may be, through a broker, dealer or market maker pursuant to the securities regulations of the relevant jurisdiction(s).
“ Qualified Public Offering ” means an initial Public Offering pursuant to which the Shares or the shares of a Newco or a Subsidiary are listed on an internationally recognised stock exchange.
“ Right ” shall have the meaning provided in Section 7(a) .
“ Sale of the Company ” means a bona fide, arm’s length sale to a Person who is an Independent Third Party, or group of Persons who are not Affiliates, of the Company involving (i) a sale of assets pursuant to which such party or parties acquire all or at least 50.01% of the assets of the Company and its Subsidiaries on a consolidated basis in one transaction or series of related transactions; (ii) any sale of all or at least 50.01% of the Securities in one transaction or series of related transactions; or (iii) a merger or consolidation which accomplishes one of the foregoing.
“ Securities ” means (i) all equity and debt securities issued by the Company (which, for the avoidance of doubt, shall include each series of preferred equity certificates and convertible preferred equity certificates issued by the Company) and (ii) any securities issued or issuable directly or indirectly with respect to the securities referred to in clause (i) above, by way of a dividend or split or in connection with a combination of securities, recapitalization, merger, consolidation or other reorganization including a capitalization or exchange, notwithstanding any subsequent Transfer or assignment to other holders thereof.
“ Securities Act ” shall mean the United States Securities Act of 1933, as amended.
“ Securityholder ” means, at any time, a holder of Securities at such time.
“ Senior Employee ” means any top 25 employee or consultant of the Group (taken as a whole) by reference to their total remuneration.
“ Shares ” means the shares of the Company.
“ Solvent Reorganization ” means any solvent reorganization of the Company, the Company or any Affiliate or Subsidiary of any of the foregoing (but for the avoidance of doubt, excluding any Securityholder itself or any special purpose vehicle established by any
 
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Securityholder in connection with its status as shareholder in the Company), including by merger, consolidation, recapitalization, Transfer or sale of shares, securities or assets, or contribution of assets and/or liabilities, or any liquidation, exchange of securities, conversion of entity, migration of entity, formation of new entity, or any other transaction or group of related transactions (in each case other than to or with a third party that is not a Securityholder of the Group or an Affiliate thereof, or an entity formed for the purpose of such Solvent Reorganization), in which:
(i) all holders of the same class of Securities or of equity securities in the Group (other than entities within the Group) are offered the same consideration in respect of such Securities or equity securities;
(ii) the pro rata indirect economic interests of each Securityholder in the business of the Group, vis-à-vis one another and all other holders of Securities and other equity securities in the Group (other than those held by entities within the Group), are preserved; and
(iii) the rights of the Securityholders under this Agreement and the Articles are preserved in all material respects (it being understood by way of illustration and not limitation that the relocation of a covenant or restriction from one instrument to another shall be deemed a preservation if the relocation is necessitated, by virtue of any law or regulation applicable to the Group following such Solvent Reorganization, as a result of any change in jurisdiction or form of entity in connection with the Solvent Reorganization; provided that such covenants and restrictions are retained in instruments that are, as nearly as practicable, to the extent consistent with business and transactional objectives, equivalent to the instruments in which such restrictions or covenants were contained prior to the Solvent Reorganization).
“ Subscription Price ” shall have the meaning provided in the Recitals.
“ Subsidiary ” or “ Subsidiaries ” means, with respect to any Person, any or all other Person(s) of which a majority of the total voting power of shares of stock or other equity interests entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or Controlled, directly or indirectly, by such Person or one or more of such Person’s other Subsidiaries or a combination thereof. For the purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or if such Person or Persons Control such entity.
“ Transfer ” means a direct or indirect sale transfer, assignment, pledge, hypothecation or other encumbrance or disposal of (whether for consideration or not and whether voluntarily or involuntarily or by operation of law) any interest in any Security.
(b) Interpretation
In this Agreement:
(i) The singular includes the plural and vice versa.
(ii) References to the Schedules are to the schedules to this Agreement. The Schedules form an integral part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement, and any reference to this Agreement shall include the Schedules hereto.
 
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(iii) The words “ include ” or “ including ” (or any similar term) are not to be construed as implying any limitation.
(iv) Words indicating gender shall be treated as referring to the masculine, feminine or neuter as appropriate.
(v) A reference to a statute, statutory provision or subordinate legislation (“ legislation ”) refers to such legislation as amended and in force from time to time and to any legislation that (either with or without modification) re-enacts, consolidates or enacts in rewritten form any such legislation, provided that as between the parties no such amendment, re-enactment or modification shall apply for the purposes of this Agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or would otherwise adversely affect the rights of, any party.
(vi) Any reference to any document other than this Agreement is a reference to that other document as amended, varied, supplemented, or novated (in each case, other than in breach of the provisions of this Agreement) at any time.
(vii) A reference to something being “ in writing ” or “ written ” includes that thing being produced by any legible and non-transitory substitute for writing (but not including in electronic form).
(viii) “directly or indirectly” means either alone or jointly with any other person and whether on such person’s own account or in partnership with another or others or as the holder of any interest in or as officer, employee or agent of or consultant to any other person.
2. Execution, Subscription and Issuance of Securities
(a) Subscription and Sale of the Securities . Upon execution of this Agreement, each Investor undertakes to subscribe and pay for those Securities set forth opposite its name in Schedule 1 (at the applicable Subscription Price), and the Company shall issue and allot to each Investor such number of Securities. In addition, the Mesoamerica Investors hereby undertake to invest an additional aggregate amount of up to EUR 3,782,000 in the Company (the “ Mesoamerica Commitment ”) by subscribing for Securities of the same type and class, and in the same relative proportions, as the Bain Investors or purchasing a proportional strip of Securities from the Bain Investors, in each case on such date(s) and in such manner as the Lux Sarl shall direct by delivering one Business Day’s written notice to the Mesoamerica Representative. The Mesoamerica Investors acknowledge and agree that the Lux Sarl shall have the right by delivering one Business Day’s written notice to the Mesoamerica Representative to require the Mesoamerica Investors to pay an amount equal to the Mesoamerica Commitment into an escrow account operated by a financial institution or Bain Capital Partners, LLC (or an Affiliate thereof) as escrow agent for the Mesoamerica Investors (and if so required by the Lux Sarl enter into an escrow agreement), which amount shall remain in such escrow account until such time as the Lux Sarl instructs the escrow agent to either: (i) transfer all or part of the escrow balance to settle the subscription price for the further issuance of Securities contemplated in the immediately preceding sentence; and/or (ii) transfer the escrow balance to the Mesoamerica Investors.
(b) Conditions to Issuance of Securities . The obligation of the Company to issue to an Investor the Securities set forth opposite its name in Schedule 1 shall be subject to the following conditions:
(i) the representations and warranties set forth in Section 3(a) below shall be true and accurate with respect to each Investor on the date hereof and the date of the Closing; and
(ii) the Company having received from each Investor the applicable Subscription Price for the Securities set forth opposite such Investor’s name in Schedule 1 .
 
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(c) Closing . The closing of the subscription and issuance of the Securities set forth in Schedule 1 shall take place at the offices of Arendt & Medernach, 14, rue Erasme, L-2082, in Luxembourg, Grand Duchy of Luxembourg on 3 December 2012 or such prior date as the parties may agree (“ Closing ”). At Closing, each Investor shall deliver to the Company (i) cash by electronic transfer in immediately available funds in an amount equal to the applicable Subscription Price for such Investor and (ii) and a proxy and subscription forms in respect of the Securities set forth opposite its name in Schedule 1 . Following receipt of the proxy and subscription forms and the Subscription Price, the Company shall effect a share capital increase in front of a Luxembourg notary and issue the Securities set out in Part A of Schedule 1 . Immediately following the issuance of such Securities, the Company shall enter each subscriber’s name in the Company’s securities registers as the holder of the applicable number and type of Securities.
3. Representations and Warranties
(a) Representations and Warranties Regarding the Investors . In connection with the subscription and issuance of Securities hereunder, each Investor represents and warrants to the Lux Sarl, the Company and every other Investor that as at the date hereof:
(i) Organization . Such Investor is an entity duly organized and validly existing under the laws of the jurisdiction of its organization.
(ii) Authority . Such Investor has full power and authority to enter into, execute and deliver this Agreement. The execution and delivery of this Agreement and the performance of the rights and obligations hereunder have been duly and validly authorized by such Investor and no other proceedings by or on behalf of such Investor will be necessary to authorize this Agreement or the performance of the rights and obligations hereunder. This Agreement constitutes the valid and binding obligations of such Investor enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors’ rights generally and (ii) subject to general principles of equity.
(iii) No Legal Bar . The execution, delivery and performance of this Agreement by such Investor will not (a) violate (1) the organizational documents of such Investor or (2) any law, treaty, rule or regulation applicable to or binding upon such Investor or any of its properties or assets or (b) result in a breach of any contractual obligation to which such Investor is a party or by which it or any of its properties or assets is bound, in the case of each of clauses (a)(1) and (b) in any respect that would reasonably be expected to have a material adverse effect on the ability of such Investor to perform its obligations under this Agreement.
(iv) Litigation . There is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation or investigation, proceeding or demand letter pending, or to the knowledge of such Investor threatened, against such Investor, which if adversely determined would reasonably be expected to have a material adverse effect on the ability of such Investor to perform its obligations hereunder.
 
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(v) Information . Such Investor has been given the opportunity to (a) ask questions and receive satisfactory answers concerning the terms and conditions of the Securities and its subscription therefor and (b) obtain additional information which such Investor and its representatives deem necessary, in each case in order to evaluate the merits and risks of executing and delivering this Agreement. Such Investor has not relied upon any statement, printed material or other information given or made by or on behalf of the Company that is contrary to information contained in this Agreement.
(vi) Securities Not Registered . Such Investor is acquiring the Securities set opposite its name in Schedule 1 solely for its own account, for investment purposes and not with a view to, or for sale in connection with, the distribution thereof other than as permitted under applicable securities and other laws. Such Investor (a) has such knowledge and experience in business and financial matters as will enable it to evaluate the merits and risks of the transactions contemplated hereby, (b) is able to bear the economic risk of an investment in the Group and (c) is able to bear the risk of loss of its entire investment in the Group.
(vii) No Other Representations . Except for the representations and warranties contained in this Section 3 , no such Investor, nor any other Person or entity acting on behalf of such Investor, makes any representation or warranty, express or implied to any other Party.
(b) Representations and Warranties Regarding the Company . The Company represents and warrants to the Investors as of the date hereof as follows:
(i) Organization . The Company is an entity duly organized and validly existing under the laws of the jurisdiction of its organization.
(ii) Authority . The Company has full power and authority to enter into, execute and deliver this Agreement. The execution and delivery of this Agreement and the performance of the rights and obligations hereunder have been duly and validly authorized by the Company and no other proceedings by or on behalf of the Company will be necessary to authorize this Agreement or the performance of the rights and obligations hereunder. This Agreement constitutes the valid and binding obligations of the Company enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by (a) bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors’ rights generally and (b) subject to general principles of equity.
(iii) Capitalisation . The issued and outstanding Securities as at the date hereof are as set out in Part B of Schedule 1 and such Securities have been duly issued and are full paid up.
(iv) No legal bar . The execution, delivery and performance of this Agreement by the Company will not (a) violate (1) the organizational documents of the Company or (2) any law, treaty, rule or regulation applicable to or binding upon such Investor or any of its properties or assets or (b) result in a breach of any contractual obligation to which the Company is a party or by which it or any of its properties or assets is bound, in the case of each of clauses (a)(1) and (b) in any respect that would reasonably be expected to have a material adverse effect on the ability of such Investor to perform its obligations under this Agreement.
 
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4. Restrictions on Transfer of Securities
(a) General Restrictions on Transfer of Securities . No Co-Investor shall Transfer any interest in any Securities held by such Co-Investor without the prior written consent of the Lux Sarl.
(b) Permitted Transfers . Notwithstanding anything to the contrary in this Agreement, a shareholder of a Mesoamerica Investor may with the written consent of the Lux Sarl Transfer its securities in such Mesoamerica Investor to a Permitted Transferee and the Lux Sarl shall only withhold its consent if it is unable to verify that the proposed transferee is an Affiliate of the transferor.
(c) Additional Mesoamerica Permitted Transfer . Notwithstanding anything to the contrary in this Agreement, following the fourth anniversary of Closing, the Mesoamerica Investors may collectively notify the Lux Sarl in writing of their desire to Transfer all (but not part only) of their aggregate Securities to a Person other than a Permitted Transferee (such notice being a “ Mesoamerica Transfer Notice ” and the date of such notice being the “ Transfer Notice Date ”). Subject to Section 4(d) , if the Mesoamerica Investors deliver a Mesoamerica Transfer Notice and a Qualified Public Offering or a Sale of the Company has not occurred prior to the first anniversary of the Transfer Notice Date, then at any time after the first anniversary of the Transfer Notice Date (provided that the Mesoamerica Investors are at such time still entitled to their Governance Rights and subject always to Section 4(d) ), Transfer to a Person that is not a Prohibited Investor: (x) all (but not part only) of their Securities; and (y) their rights under this Agreement (other than their Governance Rights, which for the avoidance of doubt shall not be transferrable).
(d) Right of First Offer . Prior to any Transfer (or agreement being entered into in respect of a Transfer) of a Co-Investor’s Securities pursuant to Section 4(c) , such Co-Investor (the “ ROFO Offeror ”) shall deliver written notice (a “ ROFO Notice ”) to the Bain Investors of its intention to effectuate a Transfer of all of its Securities (the “ ROFO Securities ”) and invite the Bain Investors (or designees thereof) to offer to purchase the ROFO Securities.
(i) The Bain Investors (or their designees) shall have sixty (60) Business Days from the date of receipt of the ROFO Notice (the “ ROFO Acceptance Period ”) to deliver to the ROFO Offeror a written offer to purchase all of the ROFO Securities (a “ ROFO Offer ”). During the ROFO Acceptance Period, the ROFO Offeror shall not solicit offers from any third party or negotiate with any third party for the sale of the ROFO Securities.
(ii) If the Bain Investors (or designee thereof) do not furnish a ROFO Offer prior to the expiration of the ROFO Acceptance Period, the Bain Investors (and designees thereof) shall be deemed to have waived their rights to purchase the ROFO Securities under this Section 4(d) in connection with the relevant ROFO Notice.
(iii) In the event that a ROFO Offer is not delivered with respect to any ROFO Notice within the ROFO Acceptance Period or the ROFO Offerer does not accept the offer set forth in the ROFO Offer, the ROFO Offeror may effectuate a Transfer of the ROFO Securities to any Person other than a Prohibited Investor on terms that are no more favourable than those offered in the ROFO Offer and at a price per ROFO Security that is no less than the price per ROFO Security offered in the ROFO Offer and a binding agreement with any such Person effectuating the Transfer is completed within 180 days following the end of the relevant ROFO Acceptance Period (the “ ROFO Restricted Term ”). For the avoidance of doubt, if a binding agreement for such Transfer is not executed during the ROFO Restricted Term, the provisions of this Section 4(d)(iii) shall apply to any subsequent Transfer of such ROFO Securities by such ROFO Offeror.
 
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(e) Transfers in Violation of Agreement . Any Transfer or attempted Transfer of any Securities in violation of any provision of this Agreement shall be void and of no effect, and the Company shall not give effect to such Transfer nor record such Transfer on its books or treat any purported transferee of such Securities as the owner of such Securities for any purpose.
(f) Execution of Deed of Adherence . Prior to any Transfer of any Securities (other than pursuant to a Public Sale or pursuant to Section 5 (Tag Along Rights) or Section 6 (Drag Along Right), the transferring Securityholder shall procure that the transferee(s) shall execute and deliver a duly executed Deed of Adherence to the Company in respect of all Securities subject to the Transfer prior to completion of the Transfer. Any Person who has entered into a Deed of Adherence pursuant to this Agreement shall have the benefit of and be subject to the burden of all the provisions of this Agreement as if such Person was an original party hereto in the capacity designated in the Deed of Adherence and this Agreement shall be interpreted accordingly. Nothing in this provision shall be construed as requiring any party to perform again any obligation or discharge again any liability already performed or discharged or entitle any party to receive again any benefit already enjoyed. The Company undertakes that no Person shall be registered as a holder of Securities unless such Person has executed and delivered to the Company, on its own behalf and on behalf of all the other parties to this Agreement, a Deed of Adherence agreeing to be bound by this Agreement.
(g) Termination of Restrictions . The restrictions set forth in this Section 4 shall continue to apply to a Securityholder’s Securities until such Securities have been transferred in a Public Sale or pursuant to Section 5 (Tag Along Rights) or Section 6 (Drag Along Right).
5. Tag Along Rights
(a) Delivery of Bain Investor Transfer Notice . At least twenty (20) days prior to any Transfer of Bain Securities by a Bain Investor (each a “ Bain Seller ”) (other than pursuant to a Solvent Reorganization, a Public Sale (other than in a Public Offering) or a Transfer to one or more Affiliates, employees, consultants or advisors of a Bain Investor (or any entity formed for its or their benefit) or to any Executive), the Bain Sellers shall deliver a written notice (the “ Bain Sale Notice ”) to each Co-Investor specifying in reasonable detail the identity of the prospective transferee(s), the number and types of securities to be transferred, the price and the other terms and conditions of the Transfer, including copies of any definitive agreements. If there is a Transfer of shares in any Bain Investor (including any Transfer in a company holding shares, directly or indirectly of a Bain Investor) to an Independent Third Party that would result in a direct or indirect Transfer of Bain Securities, then each Co-Investor shall have the right to participate in such Transfer subject to the terms of this Section 5 .
(b) Election to Participate . Each Co-Investor may elect to participate (a “ Participating Securityholder ”) in the contemplated Transfer by delivering written notice to the Company and the Bain Sellers within fifteen (15) days after delivery of the Bain Sale Notice in accordance with Section 24 of its desire to participate in such Transfer.
(c) Pro Rata Participation . Each Participating Securityholder shall be entitled to sell in the contemplated Transfer, on the same terms and conditions as the Bain Sellers, such number of its Securities as have a Pecuniary Value equal to the product of (i) the quotient determined by dividing the Pecuniary Value of Securities owned by such Person by the aggregate Pecuniary Value of all the Securities issued by the Company and (ii) the Pecuniary Value of all the Securities expected to be sold in the contemplated Transfer, and the Bain Sellers shall be entitled to sell the remaining Securities in the contemplated Transfer. Each Participating Securityholder shall be required to transfer Securities of the same type and class and in the same proportional strip as the Bain Securities proposed to be transferred pursuant to the Bain Sale Notice.
 
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(d) Consideration . Any Transfer pursuant to this Section 5 shall be at the same consideration per Security among all the Securities of the same type.
(e) Assistance and Cooperation . Each Participating Securityholder shall assist and cooperate with the Board of Directors, the Lux Sarl, the Company and all other Securityholders in doing all things necessary, proper or advisable to consummate, in the most expeditious manner practicable, the Transfer, and shall therefore in its capacity as a Securityholder (and to the extent applicable shall procure that its appointee to the Board of Directors shall in his/her capacity as a director), among other things: (A) use reasonable efforts to maximize the aggregate sale proceeds; (B) vote for or consent to, if required, and in any event raise no objections against and otherwise cooperate in order to effect, such sale or the process pursuant to which such sale is arranged; (C) waive any dissenter’s rights, appraisal rights or similar rights to such sale, if such sale is structured as a merger or consolidation and (D) transfer its Securities or rights to Securities on the terms and conditions approved for such sale by the Lux Sarl (which, for the avoidance of doubt, shall be the same terms and conditions that will apply to the transfer of the relevant Bain Securities).
(f) Indemnities, and Representations and Warranties . Each Participating Securityholder transferring Securities pursuant to this Section 5 shall, in such Person’s capacity as a Securityholder, be obligated (x) to provide the same representations, warranties and covenants as those provided by the Bain Investors, (y) join on a pro rata basis (based on the amount of proceeds to be received) in any indemnification or other obligation that the Bain Sellers agree to provide, and (z) pay its pro rata share (based on the amount of proceeds to be received) of all costs and expenses incurred in connection with the Transfer.
(g) Termination . The rights granted pursuant to this Section 5 shall terminate upon the termination of the restrictions on Transfer set forth in Section 4(g) .
6. Drag Along Right
(a) Delivery of Investor Sale Notice . If the Bain Investors propose to Transfer 50.01% or more of the Bain Securities in one transaction or series of related transactions (other than pursuant to a Solvent Reorganization or any Transfer of Investor Securities to such Bain Investor’s Affiliates, employees, consultants and advisors (or any entity formed for their benefit) or to any Executive), the Lux Sarl shall have the right to require each Co-Investor to directly and/or indirectly participate in such Transfer by specifying the same in the Bain Sale Notice.
(b) Pro Rata Participation . Each Co-Investor shall participate in the contemplated Transfer on the same terms and conditions as the Bain Sellers and shall be required to sell such number of its Securities as have a Pecuniary Value equal to the product of (i) the quotient determined by dividing the Pecuniary Value of Securities owned by such Person by the aggregate Pecuniary Value of all the Securities issued by the Company and (ii) the Pecuniary Value of all the Securities expected to be sold in the contemplated Transfer. Each Co-Investor shall be required, to the extent possible, to transfer Securities of the same type and in the same proportional strip as the Bain Securities proposed to be transferred pursuant to the Bain Sale Notice.
(c) Consideration . Any Transfer pursuant to this Section 6 shall be at the same consideration per Security among all the Securities of the same type.
(d) Assistance and Cooperation . If a Bain Sale Notice specifies that the Co-Investors are required to participate in a Transfer, each Co-Investor shall assist and cooperate with the Board of Directors, the Lux Sarl, the Company and all other Securityholders in doing all things necessary, proper
 
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or advisable to consummate, in the most expeditious manner practicable, such Transfer, and shall therefore in its capacity as a Securityholder (and to the extent applicable shall procure that its appointee to the Board of Directors shall in his/her capacity as a director), among other things: (A) use reasonable efforts to maximize the aggregate sale proceeds; (B) vote for or consent to, if required, and in any event raise no objections against and otherwise cooperate in order to effect, such sale or the process pursuant to which such sale is arranged; (C) waive any dissenter’s rights, appraisal rights or similar rights to such sale, if such sale is structured as a merger or consolidation and (D) transfer its Securities or rights to Securities on the terms and conditions approved for such sale by the Lux Sarl.
(e) Indemnities, and Representations and Warranties . Each Participating Securityholder transferring Securities pursuant to this Section 6 shall, in such Person’s capacity as a Securityholder, be obligated (x) to provide the same representations, warranties and covenants as those provided by the Bain Investors, (y) join on a pro rata basis (based on the amount of proceeds to be received) in any indemnification or other obligation that the Bain Sellers agree to provide, and (z) pay its pro rata share (based on the amount of proceeds to be received) of all costs and expenses incurred in connection with the Transfer.
7. Preemptive Rights
(a) The Company . Subject to Section 7(c) , if the Company proposes to issue (an “ Issuance ”) any Securities to any Bain Investor or any Affiliate thereof (each a “ New Subscriber ”), each Co-Investor shall have the right (the “ Right ”) to subscribe for and purchase a portion of the number or amount of Securities in any such Issuance up to such Co-Investor’s Pro Rata Percentage of such Securities; provided that each such Co-Investor shall only be entitled to subscribe for such Securities pursuant to this Section 7 in the same proportions of all classes and types of Securities as comprise the aggregate Securities to be issued in such Issuance. The Right shall be exercisable by each such Co-Investor for the same price and upon the same terms and conditions (including in the event such Securities are issued as a unit with other Securities, the purchase of such other Securities) as the Securities issued in such Issuance to the New Subscriber. All Issuances shall be made at an implied valuation that is no less than the implied valuation attributable to the Securities set forth in Schedule 1 to be issued to the Co-Investor, unless either (i) the Issuance is undertaken to cure a breach or event of default under the Group’s financing agreements or (ii) the Company has received a third party “fairness” opinion regarding the subscription price of the Issuance.
(b) Procedure . The Company shall cause to be given to each Co-Investor at least twenty (20) days prior to a proposed Issuance a written notice setting forth the consideration that the Company intends to receive and the terms and conditions upon which the Securities shall be issued (the “ Preemptive Notice ”). After receiving a Preemptive Notice, a Co-Investor that desires to exercise its Right must give notice to the Company in writing, within twenty (20) days after the date that such Preemptive Notice is deemed given pursuant to Section 24 , indicating the number of Securities of each class or type (such number not to exceed the aggregate number of Securities of such class or type proposed to be issued in such Issuance, multiplied by the Co-Investor’s Pro Rata Percentage) for which the Co-Investor desires to subscribe (the “ Preemptive Reply ”). The closing of the subscription pursuant to a Preemptive Reply shall occur no earlier than eight (8) days and no later than thirty (30) days after delivery of the Preemptive Reply pursuant to Section 24 . If any Co-Investor fails to deliver a Preemptive Reply in accordance with this Section 7(b) , such Co-Investor’s pro rata share of the Issuance may thereafter, for a period not exceeding ninety (90) days following the expiration of such ten (10) day period, be issued on terms and conditions no less favorable and at a price not less than the price set forth in the Preemptive Notice. Any such Securities not issued during such ninety (90) day period shall thereafter be subject again to the preemptive rights provided for in this Section 7 .
 
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(c) Emergency Equity Offering . Notwithstanding any other provision in this Agreement, the Articles or any terms and conditions attaching to any Securities, in the event that the Lux Sarl determines in good faith that it is in the best interests of the Company or its Subsidiaries that an Issuance otherwise subject to this Section 7 be conducted on an accelerated basis due to cash or liquidity requirements (including, but not limited to, a prospective breach of a liquidity covenant) or other business considerations of the Company or any of its Subsidiaries (an “ Emergency Equity Offering ”), then such Issuance may be completed otherwise than in compliance with the procedures set forth in this Section 7 ; provided that the purchaser(s) of the Securities offered pursuant to the Emergency Equity Offering shall (x) be required to promptly, and in any event not later than 90 days after the date of completion of such Emergency Equity Offering, offer to sell to the Co-Investors such portions of the Issuance as each such Co-Investor would have been entitled to subscribe for had such Issuance been effected through an offering subject to the preemptive rights set forth above in Sections 7(a) and 7(b) , at the price and on the other terms thereof and (y) not exercise any voting rights attributable to such Securities until the earlier of (i) completion of the secondary sales, if any, to Co-Investors pursuant to this Section 7(c) , and (ii) 30 days following delivery of the offer contemplated in this Section 7(c) .
(d) Waiver of Statutory Rights . Without prejudice to the Right hereunder, to the maximum extent permitted by applicable law, each Securityholder hereby waives any and all pre-emptive and preferential subscription rights otherwise provided by applicable law in connection with any issuance of Securities that have been validly authorized and effected in accordance with the terms of this Agreement.
(e) Termination . The provisions of this Section 7 as they apply to Issuances shall cease to apply on consummation of a Public Offering of a Co-Investor’s Securities pursuant to Section 8 below.
8. Public Offering
(a) By the Company . If at any time the Lux Sarl approves a Public Offering, each Securityholder shall vote for and consent to (to the extent it has any voting or consent right) and raise no objections against such Public Offering and each Securityholder shall take all reasonable actions in connection with the consummation of such Public Offering, in each case only if requested by the Lux Sarl and consistent with current market practice at the time of such Public Offering (including, without limitation, those actions described in Section 8(c) below).
(b) Reorganization . In connection with any Public Offering subject to this Section 8 , and only to the extent requested by the Lux Sarl pursuant to Section 8(a) above, each Securityholder shall agree to effectuate such Public Offering as follows:
(i) If the public company vehicle (“ Newco ”) is to be a Luxembourg entity, the Company shall be converted into a société anonyme (public company with limited liability or S.A.) under the laws of the Grand Duchy of Luxembourg, and the Securities then held by Securityholders will be reclassified as described below into the securities of Newco to be offered in such Public Offering; or
(ii) If the Lux Sarl and the managing underwriters agree that it will be more beneficial to effect the Public Offering using a Newco or a Subsidiary organized under the laws of another jurisdiction, the Company shall form or, if applicable, reorganize or recapitalize such entity, and the Securityholders shall, if requested by the Lux Sarl, contribute all of their Securities to such Newco or Subsidiary in exchange for common shares in Newco or the relevant a Subsidiary; provided , however, if any Securities other than shares are to be paid off in cash in
 
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connection with the Public Offering, then, if the Lux Sarl shall request, such Securities shall be contributed in exchange for such other securities in Newco or the relevant a Subsidiary to achieve a tax efficient result as determined by the Lux Sarl provided further that, without limiting the foregoing the Company shall use its commercially reasonable endeavours to agree a mutually acceptable tax efficient structure for all Securityholders.
The Newco Common issued to Securityholders shall be allocated among such holders so that, immediately after such exchange, each Securityholder holds Newco Common having an aggregate value (based on the Public Offering price to the public) equal to the amount which such Securityholder would have received if, immediately prior to such exchange, the Company had distributed to such Securityholder an aggregate amount equal to the Implicit Pre- IPO Value of the Newco Common in a complete liquidation pursuant to the rights and preferences set out in the Articles and the terms and conditions attaching to the outstanding Securities immediately prior to such exchange. Newco Common shall be allocated among the Securityholders as determined by the rights and preferences set out in the Company’s Articles and the terms and conditions attaching to the outstanding Securities immediately prior to the exchange.
(c) Cooperation . Subject to the terms and conditions of this Section 8 , the Company and each Securityholder, agrees that it shall assist and cooperate with the other Securityholders and the Lux Sarl in doing all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, any Public Offering and shall use reasonable efforts, in their capacity as securityholders of the Company, to maximize the aggregate offering proceeds. Subject to the terms and conditions of this Section 8 , Newco, the Company and its Subsidiaries and each Securityholder agrees that it shall not take any actions inconsistent with the procedures set out in this Section 8 or Section 9 that would otherwise undermine the process for a Public Offering undertaken in accordance with this Section 8 . The Securityholders agree that the Lux Sarl may carry out or change the form of the reorganization contemplated in Section 8(b) so as to maximize the aggregate tax efficiencies associated with such reorganization, taking into account and using commercially reasonable efforts to protect the tax position of all the Securityholders; provided that , notwithstanding the foregoing and for the avoidance of doubt, any such reorganization may negatively affect the tax position of individual Securityholders provided further that, without limiting the foregoing the Company shall use its commercially reasonable endeavours to agree a mutually acceptable tax efficient structure for such individual Securityholders. Furthermore, the parties agree that, in the event that any prospective Public Offering is not consummated, and the Lux Sarl shall so elect, they will assist and cooperate with all other Securityholders and the Lux Sarl in doing all things necessary to reverse as expeditiously as reasonably practicable any reorganization of the Company and its Subsidiaries and, to the extent reasonably practicable, to return the Company and Subsidiaries to their corporate forms and capitalization prior to any reorganization or recapitalization.
(d) Waiver . Without limiting the generality of the foregoing, each Co-Investor hereby waives any dissenter’s rights, appraisal rights or similar rights in connection with any recapitalization, reorganization and/or exchange pursuant to this Section 8 .
9. Holdback
(a) Prior to a Public Offering, Lux Sarl, the Company and each Investor shall enter into an agreement with respect to various matters regarding such Public Offering and the rights and obligations of Lux Sarl, the Company and each Investor in connection therewith, including lock-ups (as contemplated below) and provisions designed to result in an orderly disposition of securities by the Investors, in each case as determined by the Board of Directors in good faith. Each Co-Investor agrees not to offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Securities or any equity or debt securities of a Newco or a a Subsidiary, or enter into a transaction which would have
 
15

the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such securities, whether any such aforementioned transaction is to be settled by delivery of such securities or other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, in each case during the seven days before and the 180-day period beginning on the effective date of any underwritten Public Offering (or such shorter period as may be requested in writing by the Lux Sarl) (the “ Market Standoff Period ”), except as part of such underwritten registration if otherwise permitted. In addition, each Co-Investor agrees to execute any further letters, agreements and/or other documents reasonably requested by the Lux Sarl or the Company’s or Newco’s underwriters which are consistent with current market practice at the time and the terms of this Section 9 . The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of the relevant Market Standoff Period. The restrictions on the Transfer of Securities set forth in this Agreement shall continue with respect to each Security until the date on which such Security has been transferred in a Public Sale or pursuant to Sections 5 or Section 6 .
10. Governance
(a) General . The management and operations of the Group will be conducted pursuant to an annual business plan and operating budget reviewed and approved by the Board of Directors (as the same may be amended by the Board of Directors from time to time).
(b) Composition .
(i) The Bain Investors shall have the right to determine the number of members of the Board of Directors from to time. For so long as the Mesoamerica Investors’ aggregate economic interest in the Group is at least fifty per cent. of their aggregate economic interest immediately following Closing, the Mesoamerica Representative may appoint one member to the Board of Directors (and one member to each committee thereof), and subsequently by written notice to the Board of Directors to remove and replace such director (and each such committee member). The Bain Investors shall have the right to appoint, and subsequently remove or replace, the remaining members of the Board of Directors (and the remaining members of each committee thereof).
(ii) The Investors agree to take (in their capacity as shareholders) all necessary or desirable actions within their control (including attendance at meetings in person or by proxy for purposes of obtaining a quorum if required by law and execution of written consents in lieu of meetings) to give full effect to Section 10(b)(i) and undertake not to remove any member of the Board of Directors (or committee thereof) appointed by the Mesoamerica Representative without its prior written consent.
(iii) The Mesoamerica Representative may by written notice to the Board of Directors to request, but not demand, the removal of the chief executive officer and/or the chief financial officer of the Group. For the avoidance of doubt, the decision whether or not to remove the chief executive officer and/or the chief financial officer of the Group shall be taken by the Board of Directors.
(c) Voting . Subject to Section 10(d) , all decisions taken at a meeting of the Board of Directors shall require the affirmative vote or consent of a simple majority of those present.
 
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(d) Reserved Matters . The Lux Sarl and the Company shall not (and to the extent it is within their control to do so, shall not permit any other Person to) effect any of the matters set forth in Schedule 2 without the prior written consent of the Mesoamerica Representative.
(e) Board Committees . The committees of the Board of Directors, and the responsibilities, duties, procedures and authority of each committee of the Board of Directors, shall be determined by the Board of Directors from time to time.
(f) Insurance, Indemnification and Costs.
(i) Indemnification . Subject to the provisions of and to the extent permitted by applicable law, the Company agrees that every director of the Lux Sarl shall be indemnified out of the assets of the Company against any liability incurred by, imposed on or asserted against him in the actual or purported execution or discharge of his duties or the exercise or purported exercise of his powers or otherwise in connection with his duties, powers or office at the Lux Sarl, and this indemnity shall apply to any liability, regardless of whether it is recovered from any other Person. This Section 10(f)(i) may be enforced by each member of the Board of Directors, however, the consent of the members of the Board of Directors shall not be required for any variation (including any release or compromise in whole or in part of any liability) or termination of this Section 10(f)(i) .
(ii) Insurance . With effect from the Acquisition Closing Date, the Lux Sarl shall at all times keep insured with a reputable insurer its directors and officers against any liability incurred by them in the lawful performance of their duties.
(iii) Compensation; Costs . Members of the Board of Directors shall not be entitled to compensation for the performance of their duties but the Company shall reimburse each member for all reasonable out-of-pocket travel, accommodation and subsistence expenses incurred by such member in connection with the physical attendance at meetings of the Board of Directors and/or committees thereof and any other board meeting, to the extent it has available cash on hand; otherwise such reimbursement amounts will accrue and be payable if and when the Company has available cash on hand.
11. Solvent Reorganisation Without prejudice to the other provisions of this Agreement, the Board of Directors shall be authorized, taking into account the tax consequences for the Co-Investors, to cause a Solvent Reorganization at any time and for any reason (including, but not limited to, in connection with a Public Sale, a Transfer pursuant to Section 5 or Section 6 or any consolidation, merger or other transaction in which the Company is not the surviving entity or which results in the acquisition of all or substantially all of the Company’s outstanding Securities by a single Person or by a group of Persons acting in concert). In the event of any Solvent Reorganization, each Party hereto shall take all necessary and advisable steps to facilitate and effectuate such transaction, as determined by the Board of Directors in light of relevant business, marketability and taxation concerns, including by voting or executing a written consent to approve such transaction, raising no objection to such transaction, refraining from the exercise of any statutory or other legal rights that may inhibit the full implementation of such transaction (including any statutory dissenter’s rights or rights to fair value), and generally cooperating as Securityholders so that the transaction may be implemented as rapidly and efficiently as possible. In furtherance of the foregoing, each Party hereto hereby waives and undertakes to take any action necessary in the future to waive any dissenter’s rights, appraisal rights or similar rights in connection with any valid Solvent Reorganization undertaken in accordance with this Section 11 . In the event that Securities are exchanged or converted or new Securities are issued in a Solvent Reorganization, the definitions and other provisions of this Agreement shall be automatically amended to reflect such
 
17

exchange, conversion or issuance, as determined in the discretion of the Board of Directors, acting in good faith, with notice of any such amendments provided to the parties hereto in accordance with Section 24 .
12. Non-compete / Non-solicit Each Co-Investor undertakes to the Lux Sarl, the Company and the Bain Investors (for their benefit and the benefit of each member of the Group) that it will not (and it will procure that its Affiliates do not (provided that for these purposes the shareholders of Mesoamerica BPO, Ltd shall not be deemed to be Affiliates of Mesoamerica BPO, Ltd)), either alone or in conjunction with or on behalf of any other person, do any of the following things:
(a) for so long as a Co-Investor holds any Security:
(i) directly or indirectly carry on, be engaged or be economically interested in any business that is of the same, or is likely to be in competition with, the business of any Subsidiary as carried on at the date of this Agreement within the territories where the Subsidiaries render their services;
(ii) in competition with the business of any Subsidiary or the Group as carried on at the date of this Agreement, canvass or solicit the custom of any person, firm or company that has within two years prior to Closing been a regular customer or supplier of any Subsidiary in relation to the business of the Group; or
(iii) solicit, hire or entice away from the employment of any Subsidiary any Senior Employee; or
(b) assist any other person to do any of the foregoing things.
Notwithstanding the foregoing, the restrictions in Clause 12(a)(i) and Clause 12(a)(ii) shall not apply to any existing or future business of a Mesoamerica Investor that has ancillary call center (CRM) operations that comprise 15% or less of such business’s total revenues.
The undertakings in Section 12 do not prohibit any Co-Investor or any of its Affiliates from: (a) holding or being interested in up to 5% of the outstanding issued share capital of a company listed on an internationally recognized stock exchange or in any other company which does not compete in the current territories where the members of the Group operate.
Each Subsidiary may enforce the terms of Section 12 as if it were a party hereto, provided that this Agreement may be varied by the parties in accordance with its terms without the consent of any Subsidiary.
13. Information The Mesoamerica Investors shall be entitled to receive:
(a) quarterly consolidated financial statements of the Group, which the Company shall use reasonable efforts to deliver to the Mesoamerica Representative within 45 calendar days after the end of each quarter (provided that, if the Company is unable to do so within such period, it shall deliver the statements by no later than 5 Business Days after they are delivered to the Bain Investors);
(b) audited annual financial statements of the Group, which the Company shall use reasonable efforts to deliver to the Mesoamerica Representative within 120 calendar days after the end of each quarter (provided that, if the Company is unable to do so within such period, it shall deliver the statements by no later than 5 Business Days after they are delivered to the Bain Investors);
 
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(c) Board of Directors information packages; and
(d) if so requested by the Mesoamerica Investors, the Company shall make available to Mesoamerica and its professional advisors on a semi-annual basis the officers, employees, attorneys, independent accountants and other advisors of the Group to discuss the business and conditions (financial or otherwise) of the Business or any other matters affecting the Group that are of interest to the Mesoamerica Investors, in each case at reasonable times and upon reasonable notice.
14. Corporate Opportunities In the event that any Bain Investor or its Affiliate has knowledge of a potential transaction or matter that may be a corporate opportunity for the Group, such Bain Investor or its Affiliate shall not have any duty (contractual or otherwise) to communicate or present such corporate opportunity to the Board of the Directors or the Group, and, notwithstanding any provision of this Agreement to the contrary, neither a Bain Investor nor any of its Affiliates or any individual associated with any Bain Investor or its Affiliates shall be liable to the Group for breach of any duty (contractual or otherwise) by reason of the fact that any Bain Investor or its Affiliates directly or indirectly pursues or acquires such opportunity for itself, directs such opportunity to another Person, or does not present such opportunity to the Board of Directors or the Group.
15. Fee Agreements . The parties acknowledge and agree that the Bain Investors and/or any of their Affiliates shall be entitled to receive and retain all amounts payable to such Persons under the terms of the Fee Agreements.
16. Effectuating the Intent of the Investors Each Investor shall (i) vote its Securities and take all other action in its power and authority as a securityholder of the Lux Sarl and/or of the Company (as applicable) and (ii) if applicable, instruct those directors and members of any committees designated by such Investor to, and replace any such director or committee member that does not, exercise their voting rights on each such body in a manner consistent with the rights and obligations of the Investors under this Agreement so as to effectuate and preserve the intent of the Investors as set out herein.
17. Amendment and Waiver The provisions of this Agreement may be amended, modified or waived only with the prior written consent of the Bain Investors, the Lux Sarl, the Company and the Mesoamerica Representative. No course of dealing or the failure of any party to enforce any of the provisions of this Agreement shall in any way operate as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms. The provisions of this Section 17 shall remain unaffected by any amendment, modification or waiver of this Agreement.
18. Severability Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision of this Agreement in such jurisdiction or affect the validity, legality or enforceability of any provision in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.
19. Delegation of Authority Except as otherwise provided therein, each Co-Investor to the extent legally permitted hereby grants an irrevocable power of attorney in the form set out in Schedule 4 , in favour of Lux Sarl (the “ Attorneys ”), to enable any of the Attorneys, acting severally, to execute, acknowledge, verify, swear to, deliver, record and file, in his or her name, all instruments, documents and certificates which may be required from time to time in connection with this Agreement or the
 
19

transactions contemplated hereby, including, without limitation, the power and authority to execute, verify, swear to, acknowledge, deliver, record and file any agreements, instruments and other documents (i) necessary to effect any mandatory transfers or exchanges of the Co-Investor’s Securities, if such mandatory transfers or exchanges are required pursuant to Section 6 , Section 8 or Section 11 of this Agreement or the Articles (“ Relevant Provisions ”) or (ii) determined by such Attorneys to be necessary or appropriate in connection with the Relevant Provisions, save that, such power of the Attorneys shall not be exercised without the prior written consent of the relevant Co-Investor, if the exercise of such powers (x) adversely affects the rights of such Co-Investor under this Agreement and/or the Articles, or (y) extends or increases any financial obligation or liability to which such Co-Investor may be subject, in his/her capacity as a holder of such Securities. If any Co-Investor is not legally able to provide such irrevocable power of attorney, such Co-Investor shall, immediately following the written request of the Lux Sarl, grant a power of attorney substantially in the form set out in Schedule 4 .
20. Entire Agreement Except as otherwise expressly set forth herein, this Agreement, the Articles and any other terms and conditions attaching to the Securities to be issued to the Investors pursuant to Section 2 and the documents referred to herein and therein embody the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.
21. Successors and Assigns Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by (i) the Company and the Lux Sarl and their respective permitted successors and assigns, (ii) the Co-Investors and the respective permitted successors and assigns of each of them, so long as they hold Securities, and (iii) the Bain Investors and the respective permitted successors and assigns of each of them, so long as they hold Securities.
22. Counterparts This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement.
23. Remedies Any Person having rights under any provision of this Agreement shall be entitled to enforce their rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor. The parties hereto agree and acknowledge that money damages would not be an adequate remedy for any breach of the provisions of this Agreement and that the Company, the Lux Sarl, any Investor may in its sole discretion apply for specific performance and/or injunctive relief (without posting a bond or other security) in order to enforce or prevent any violation of the provisions of this Agreement.
24. Notices All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been received (a) when delivered personally to the recipient, (b) when telecopied to the recipient (with hard copy sent to the recipient by internationally reputable overnight courier service (charges prepaid) that same day) if telecopied before 5:00 p.m., local time in the jurisdiction of recipient on a Business Day, and otherwise on the next Business Day, or (c) two Business Days after being sent to the recipient by internationally reputable overnight courier service (charges prepaid). Such notices, demands and other communications shall be sent to the Company and the Investors, as applicable, at the address indicated below and on Part B of Schedule 1 attached hereto at such address, as indicated by the Company’s records, or, in each case, at such address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party.
If to the Company or the Lux Sarl :
BC Luxco Topco S.C.A.
9A Rue Gabriel Lippmann
L-5365 Munsbach
Grand-Duchy of Luxembourg
			
Telephone:	  	+352 29 78 66 33	
Facsimile:	  	+352 29 78 66 63	
Attention:	  	Ailbhe Jennings	
 
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With a copy (which shall not constitute notice hereunder) to :
Kirkland & Ellis International LLP
30 St. Mary Axe
London
EC3A 8AF
			
Telephone:	  	+44 (0) 207 469 2000	
Facsimile:	  	+44 (0) 207 469 2001	
Attention:	  	Sam Pakbaz	
If to the Bain Investors:
Bain Capital, Ltd.
Devonshire House
Mayfair Place
London W1J 8AJ
United Kingdom
			
Telephone:	  	+44 (0) 207 514 5252	
Facsimile:	  	+44 (0) 207 514 5250	
Attention:	  	Felipe Merry del Val / Melissa Bethel / Devin O’Reilly	
With a copy (which shall not constitute notice hereunder) to :
Kirkland & Ellis International LLP
30 St. Mary Axe
London
EC3A 8AF
			
Telephone:	  	+44 (0) 207 469 2000	
Facsimile:	  	+44 (0) 207 469 2001	
Attention:	  	Sam Pakbaz	
If to any Mesoamerica Investor :
c/o Mesoamerica Investments
Oficentro Plaza Roble
Edificio El Portico, 2do piso
Escazú, San Jose
Costa Rica
Tel. +506 2201 8100
Fax. +506 2201 8101
Attn: Jose Antonio Sauma
 
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With a copy (which shall not constitute notice hereunder) to :
Greenberg & Traurig
333 Avenue of the Americas
(333 S.E. 2nd Avenue)
Suite 4400
Miami, FL 33131
Tel. +1 (305) 579-0500
Fax +1 (305) 961-5766
Attn: Patricia Menendez-Cambo and Mark Lopez
If to any Co-Investor (other than a Mesoamerica Investor):
Unless otherwise notified to the Company, to the registered address of the relevant Co-Investor set forth in such Co-Investor’s Deed of Adherence.
25. Confidentiality Each Co-Investor undertakes to the Company and the Bain Investors that, for as long as it is the direct or indirect holder of Securities, it shall not, and shall procure that its Permitted Transferees and Affiliates shall not, disclose to any Person (or use to the detriment of the Company, its Subsidiaries or the Business) (i) any confidential information which may have come to his or their knowledge concerning the affairs of the Company, its Subsidiaries or the Business (whether in its/their capacity as a Securityholder or member of the Board of Directors or an advisor), or (ii) the existence or contents of this Agreement and/or any related discussions or documentation dealing with the equity investment of the Co-Investor in the Company, unless required to do so by law or by the regulations of any relevant stock exchange or following the prior written consent of the Lux Sarl.
26. Arbitration Any disputes arising hereunder shall be referred to and finally resolved either by arbitration in accordance with the Rules (the “ Rules ”) of the London Court of International Arbitration (“ LCIA ”), which Rules are deemed to be incorporated by reference into this Section 26 , except as expressly modified by this Section 26 . Before an arbitration pursuant to this provision has been convened, any party may seek interim or provisional relief from the English courts, which shall have exclusive jurisdiction in respect of any such interim or provisional relief. Such interim or provisional relief may subsequently be vacated, continued or modified by the arbitrator on the application of any party. Furthermore, the following provisions shall apply in respect of any arbitration proceedings conducted pursuant to this Section 26 :
(a) there shall be one (1) arbitrator, the selection of which shall be by mutual agreement between the parties. If, however, the parties are unable to agree on the selection of the arbitrator within thirty (30) days after the commencement of the arbitration, then the selection of the arbitrator shall be made by the LCIA;
(b) the place of the arbitration shall be London, England;
(c) the language of the arbitration shall be English;
(d) the arbitrator shall determine the allocation of expenses of the arbitral proceedings amongst the parties;
 
22

(e) the arbitrator shall have the authority to award all forms of relief determined to be just and equitable; provided that the arbitrator shall have no authority to award punitive or exemplary damages, or any other monetary damages not measured by the prevailing party’s actual damages; and
(f) any arbitral award rendered pursuant to this provision shall be final and binding on the parties and may be enforced in any court of competent jurisdiction.
27. Governing Law This Agreement is governed by, and shall be construed exclusively in accordance with, the laws of England.
28. Costs Each party shall bear its own costs and expenses in relation to the negotiations leading up to the execution of this Agreement and the preparation, execution and carrying into effect of the agreements and instruments documenting the transactions contemplated hereby.
29. Supremacy In the event of any conflict between this Agreement and the Articles and any other terms and conditions attaching to any Securities, the terms of this Agreement shall prevail and the parties shall procure that the Articles or the terms and conditions of such Securities (as applicable) shall be amended to such extent as may be necessary in order to remove such conflict and subject to applicable law in order to align them with the provisions of this Agreement.
30. Descriptive Headings The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.
31. No Strict Construction The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.
32. Delivery by Facsimile This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. As the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.
33. Assignment Subject to Section 4(c) , no Co-Investor may assign any of its rights or obligations under this Agreement to any Person other than an Affiliate of such Co-Investor without the prior written consent of the Lux Sarl.
34. Mesoamerica Representative .
(a) The Mesoamerica Investors hereby appoints Luis Javier Castro (the “ Mesoamerica Representative ”) as its representative and attorney with irrevocable authority to:
(i) agree, vary or waive any matter on behalf of the Mesoamerica Investors (including making any amendment to this Agreement); or
 
23

(ii) make any request, election, proposals or consent or give any notice expressed to be made on behalf of the Mesoamerica Investors to the Company, the Lux Sarl, the Bain Investors or any other Securityholder,
in connection with this Agreement, the Articles and all other terms and conditions attaching to the Securities.
(b) If the Mesoamerica Investors Transfer 50% or more of their aggregate Securities in accordance with the provisions of this Agreement, a majority of the then Co-Investors under this Agreement(as determined by reference to the number of Securities held by them) shall be entitled by written notice to the Lux Sarl to remove the Mesoamerica Representative and to appoint in its place another Person that is an Affiliate of a Co-Investor, and in such case the references to “Mesoamerica Investors” in Clauses 34(a)(i) and 34(a)(ii) shall be deemed to be references to “Co-Investors” (provided that, for the avoidance of doubt, this deeming provision shall not entitle the transferees of any such Transfer to the Governance Rights).
35. Termination.
(a) This Agreement (other than Sections 1 and 17 to 34 (inclusive)) shall terminate and each party’s rights and obligations under this Agreement shall immediately cease upon:
(i) the mutual written agreement of the Lux Sarl, the Company, the Bain Investors and the Mesoamerica Representative;
(ii) a Public Sale, if so required by the Bain Investors in writing delivered to the Company, the Lux Sarl and the Mesoamerica Representative; or
(iii) the consummation of a Final Exit.
Notwithstanding the foregoing sentence, termination shall not affect a party’s accrued rights and obligations as at the date of termination.
(b) A party shall cease to be a party to this Agreement for the purpose of receiving benefits and enforcing its rights hereunder with effect from the date it ceases to hold or beneficially own any Securities. Notwithstanding the foregoing sentence, termination shall not affect a party’s accrued rights and obligations as at such date of cessation.
*    *    *    *    *
 
24

IN WITNESS WHEREOF, this Subscription and Security Agreement has been executed as of date first written above.

Bain Capital Fund X, L.P.	
By: Bain Capital Partners X, L.P.
its general partner	
By: Bain Capital Investors, LLC
its general partner	
	
/s/ Luca Bassi	
 	
By:	 	Luca Bassi	
Title:	 	Managing Director	
	
Bain Capital Europe Fund III, L.P.	
By: Bain Capital Partners Europe III, L.P.
its general partner	
By: Bain Capital Investors, LLC
its general partner	
	
/s/ Luca Bassi	
 	
By:	 	Luca Bassi	
Title:	 	Managing Director	
	
BC Luxco S. à r.l.	
	
/s/ A. Vasseur	
By:	 	A. Vasseur	
Title:	 	Manager	
	
/s/ Jay Corrigan	
By:	 	Jay Corrigan	
Title:	 	Manager	
 
25

			
BC Luxco Topco S.C.A	
By: BC Luxco S. à r.l.
its sole manager	
	
/s/ Jay Corrigan	
 	
By:	 	Jay Corrigan	
Title:	 	Manager	
	
/s/ A. Vasseur	
By:	 	A. Vasseur	
Title:	 	Manager	

Mesoamerica BPO, Ltd.	
	
/s/ Luis Javier Castro Lachner	
By:	 	Luis Javier Castro Lachner	
Title:	 	Director	
	
/s/ Jose Antonio Sauma	
By:	 	Jose Antonio Sauma	
Title:	 	Director	
 
26

SCHEDULE 1
PART A: SCHEDULE OF INVESTORS

Investor	  	Registered Address	  	Number of Investor Securities	  	Subscription Price
(EUR)	 	
Bain Capital Europe Fund III, L.P.	  	c/o Walkers SPV Limited,
Walker House
Mary Street
George Town
Grand Cayman KY1-9002
Cayman Islands	  	42,417,596 Class A1
Ordinary Shares
 	  	 
 	424,175.96

	  		  	42,417,596 Class A2	  				
	  		  	Ordinary Shares
 	  	 
 	424,175.96

	  		  	5,413,623,316 CPECs
 	  	 
 	54,136,233.16

	  		  	10,532,619,166 PECs
 	  	 
 	105,326,161.66

	  		  	89,334 AL-PECs
 	  	 
 	893.34

Bain Capital Fund X, L.P.	  	c/o Walkers SPV Limited,
Walker House
Mary Street
George Town
Grand Cayman KY1-9002
Cayman Islands	  	42,295,227 Class A1	  				
	  		  	Ordinary Shares
 	  	 
 	422,952.27

	  		  	42,295,227 Class A2	  				
	  		  	Ordinary Shares
 	  	 
 	422,952.27

	  		  	5,398,792,410 CPECs
 	  	 
 	53,987,924.10

	  		  	10,503,764,504 PECs
 	  	 
 	105,037,645.04

	  		  	89,090 AL-PECs
 	  	 
 	890.90

Mesoamerica BPO, Ltd.	  	Mesoamerica BPO, Ltd
c/o Aleman, Cordero,
Galindo, & Lee Trust, BVI Ltd.,
P.O. Box 3175
Road Town
Tortola
British Virgin Islands	  	7,581,616 Class A1	  				
	  		  	Ordinary Shares
 	  	 
 	75,816.16

	  		  	7,581,616 Class A2	  				
	  		  	Ordinary Shares
 	  	 
 	75,816.16

	  		  	918,876,647 CPECs
 	  	 
 	9,188,766.47

	  		  	1,787,744,958 PECs
 	  	 
 	17,877,449.58

	  		  	15,163 AL-PECs	  	 	151.63	  	
 
27

PART B: ISSUED SECURITIES

Name of Securityholder	  	Type of Security	  	Number of Securities	 	  	Subscription Price
(EUR)	 	
				
Bain Capital Europe Fund III, L.P.	  	Class A1 Shares	  	 	2,250,000	  	  	 	45,000.00	  	
				
	  	Class A2 Shares	  	 	2,250,000	  	  				
				
Bain Capital Fund X, L.P.	  	Class A1 Shares	  	 	2,250,000	  	  	 	45,000.00	  	
				
	  	Class A2 Shares	  	 	2,250,000	  	  				
				
BC Luxco S.à r.l.	  	Management Shares	  	 	100	  	  	 	1.00	  	
 
28

SCHEDULE 2
RESERVED MATTERS
 
1.	Any amendment to the organizational documents of the Company that have a materially adverse and disproportionate effect on a Mesoamerica Investor.	
 
2.	Any material change in the nature of the Business (taken as a whole).	
 
3.	Any reorganisation or restructuring of the Group (including for example a dividend recapitalization or a restructuring in a distress scenario) that has a materially adverse and disproportionate effect on Mesoamerica Investor.	
 
4.	Any declaration or payment of any dividend or distribution in respect of any Shares, any capital reduction, or return of capital, in each case other than on a pro rata basis amongst the holders of the same class of Shares.	
 
5.	Any voluntary winding-up, bankruptcy, insolvency (or analogous procedure) of the Company (other than in connection with a Liquidity Event).	
 
6.	The appointment or removal of the Group’s auditors (other than the removal of Ernst & Young and the appointment of a leading international accounting firm within twelve months of Closing) or any alteration of the Group’s material accounting policies (other than as may be requested by the Group’s auditors).	
 
7.	Any transaction between a member of the Group and a Securityholder (or an Affiliate of a Securityholder) that are not undertaken in the ordinary course of business or which are not on arms’ length terms, in each case excluding the Fee Agreements.	
 
29

SCHEDULE 3
DEED OF ADHERENCE
THIS DEED is made the      day of [        ] 20[    ] by [                    ] of [                    ]
WHEREAS:
 
(A)	On [ the date of issue or transfer of Securities ] [    ] of [                ] (the “ New Securityholder ”) [acquired/was issued] from [                    ] (the “ Transferor ” / “ Company ”): (i) [    ] Class A Shares of EUR 0.01 each (collectively, the “ Securities ”) in the capital of BC Luxco Topco S.C.A. a société en commandite par actions organized and existing under the laws of the Grand Duchy of Luxembourg having its registered office at 9A, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies’ Register (the “ Company ”) at an aggregate purchase/subscription price of EUR [        ].	
 
(B)	This agreement is entered into in compliance with the terms of Section 4(f) of a subscription and securityholders agreement dated              2012 made between the Company, the Lux Sarl and the Investors (each as defined therein) (which agreement is herein referred to as the “ Agreement ”).	
NOW THEREFORE IT IS HEREBY AGREED as follows:
 
1.	The New Securityholder hereby agrees to be bound by the Agreement in all respects as if the New Securityholder were an original party to the Agreement and to perform:	
 
 	(a)	All the obligations of [a Mesoamerica Investor // Co-Investor // Bain Investor] in that capacity thereunder; and	
 
 	(b)	All the obligations expressed to be imposed on such a party to the Agreement;	
in both cases, to be performed on or after the date hereof.
 
2.	The transfer of the Securities to the New Securityholder was made pursuant to Article [            ] of the Articles. The New Securityholder hereby undertakes and covenants to forthwith re-transfer the Securities back to the Transferor if the grounds upon which such transfer was permitted cease to exist.	
 
3.	This Agreement is made for the benefit of:	
 
 	(a)	the original and current parties to the Agreement; and	
 
 	(b)	any other person or persons who may after the date of the Agreement (and whether or not prior to or after the date hereof) assume any rights or obligations under the Agreement and be permitted to do so by the terms thereof:	
and this Deed shall be irrevocable without the consent of the Company for so long as the New Securityholder directly or indirectly holds any Securities in the capital of the Company.
 
4.	Words and expressions defined in the Agreement shall bear the same meanings herein (unless the context otherwise requires).	
 
30

5.	This Agreement shall be governed by and shall be construed in accordance with the laws of England. Any disputes arising hereunder shall be referred to arbitration in accordance with the provisions of Clause 26 of the Agreement.	
IN WITNESS WHEREOF this Deed of Adherence is executed as a Deed on the date and year first above written.

[                    ]	

	
in the presence of:	

	
Witness	

	
Name	
 
31

SCHEDULE 4
FORM OF POWER OF ATTORNEY
THIS POWER OF ATTORNEY is made on [    ] [        ] 2012 by [ Co-Investor ] (the Principal) .
WHEREAS
The Principal has entered into a Subscription and Securityholder’s Agreement dated [            ] 2012 (the Agreement) which provides, inter alia, for the execution by each Co-Investor of a power of attorney to BC Luxco Topco S.C.A. (the Company) in the form of this Power of Attorney. Capitalised terms in this Power of Attorney shall have the same meaning as in the Agreement.
NOW THIS POWER OF ATTORNEY WITNESSES as follows:
1. The Principal hereby irrevocably and unconditionally (and by way of security for the performance of its obligations under the Agreement) appoints Lux Sarl as its attorney to execute, acknowledge, verify, swear to, deliver, record and file, in his/her/its name or otherwise and on its behalf all instruments, documents and certificates and carry out any action which may be required from time to time in connection with the Agreement or the articles of association of the Company (the Articles) or the transactions contemplated therein, including, without limitation, the power and authority to execute, verify, swear to, acknowledge, deliver, record and file any agreements, instruments and other documents and carry out any action (i) necessary to effect any mandatory transfers of the Co-Investor’s Securities, if such mandatory transfers are required pursuant to this Agreement or the Articles or (ii) determined by such Attorney to be necessary in connection with the Agreement or the Articles.
2. The appointment contained in clause 1 hereof shall in all circumstances remain in force and be irrevocable until such time as the Principal ceases to hold Securities, but shall be of no further effect after that date.
3. The Attorney may from time to time on such terms as it thinks fit delegate to an agent the exercise of any power conferred by this Power of Attorney (other than the power conferred by this clause 3) and may act concurrently with such agent.
4. This Power of Attorney shall be governed by and construed in accordance with the laws of England.
IN WITNESS whereof the Principal has executed this Power of Attorney as a Deed on the day and year first before written.
 
32

			
EXECUTED by [ PRINCIPAL ]	 		
		
EXECUTED as a DEED by	 	)	
[Name of principal]	 	)	
acting by	 	)	
[Name of Authorised Signatory] [and	 	)	
[Name of Authorised Signatory]	 	)]	
being [a] person[s] who, in accordance	 	)	
with the laws of the territory in which the	 	)	
company is incorporated [is // are]	 	)	
acting under the authority of [name of principal]        )	

 	
Authorised Signatory	 		
			
[	 	 	 	]	
[Authorised Signatory]	 		

Exhibit 10.5
EXECUTION VERSION
SUBSCRIPTION AND SECURITYHOLDER’S AGREEMENT
THIS SUBSCRIPTION AND SECURITYHOLDER’S AGREEMENT (this “ Agreement ”) is made as of 4 December 2012, by and among BC Luxco Topco, a société en commandite par actions organized under the laws of the Grand Duchy of Luxembourg having its registered office at 9A, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies’ Register (the “ Company ”), BC Luxco, a société à responsabilité limitée organized under the laws of the Grand Duchy of Luxembourg having its registered office at 9A, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies’ Register under number B-172209 (the “ Lux Sarl ”) and each of the Investors. The Lux Sarl, the Company and the Investors are the “ Parties ” and each a “ Party ” to this Agreement.
RECITALS
WHEREAS the Company is a société en commandite par actions organized under the laws of the Grand Duchy of Luxembourg, details of which are set out in Part B of Schedule 1 hereto;
WHEREAS the Lux Sarl, the Company and the Investors, desire to enter into an agreement pursuant to which each Investor shall subscribe for, and the Lux Sarl shall authorize the Company to issue and allot, the Securities described herein to each Investor, within the limits of the authorized share capital and for the subscription price per Security set forth opposite each such subscriber’s name in Part A of Schedule 1 hereto (the aggregate subscription price payable by an Investor in respect of such Securities being the “ Subscription Price ”); and
WHEREAS the Lux Sarl, the Company and the Investors desire to enter into this agreement to provide for certain rights and obligations of the Parties (and all persons who succeed or adhere to this Agreement) with respect to the Securities.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Definitions and Interpretation
(a) Definitions
In this Agreement, the following terms shall have the following meanings:
“ Acquisition Agreement ” means the sale and purchase agreement dated 11 October 2012 entered into between, inter alia, Telefonica SA and the Company.
“ Acquisition Closing Date ” means the “Closing Date” as defined in the Acquisition Agreement.
“ Affiliate ” means, with respect to any Person, any other Person that, directly or indirectly, Controls, is Controlled by, or is under common Control with such first Person or any other Person who holds directly or indirectly more than a twenty percent (20%) economic interest in such first Person or in whom such first Person holds directly or indirectly or has a contractual right to acquire more than a twenty percent (20%) economic interest. Any trust or nominee directly or indirectly holding securities principally for the benefit of employees of a party hereto or its Affiliates shall be deemed to be an Affiliate of such party hereto.
 
1

“ AL-PECs ” means the series 2 preferred equity certificates duly authorized and issued by the Company from time to time.
“ Articles ” or “ Articles of Association ” means the Company’s Articles of Association as amended from time to time.
“ Attorney ” has the meaning provided in Section 18 .
“ Bain Investor ” means each of Bain Capital Europe Fund III, L.P. and Bain Capital Fund X, L.P. and any Affiliate of Bain Capital Europe Fund III, L.P. or Bain Capital Fund X, L.P. (other than a member of the Group) for so long as such Person holds Securities and “ Bain Investors ” means more than one of them.
“ Bain Sale Notice ” shall have the meaning provided in Section 5(a) .
“ Bain Securities ” means Securities held by a Bain Investor.
“ Bain Seller ” shall have the meaning provided in Section 5(a) .
“ Board of Directors ” means the board of directors of the Lux Sarl, as constituted from time to time.
“ Business ” means such of the business, assets and shares of the Group companies, which are the subject of the acquisition by the Purchasers (as such term is defined in the Acquisition Agreement) pursuant to the Acquisition Agreement.
“ Business Day ” means any day other than a Saturday, Sunday or public holiday on which banks are generally open for business in London, Luxembourg and New York.
“ Class A Shares ” means the shares of the Company with a nominal value of one Euro cent (EUR 0.01) each designated as Class A1 Shares and Class A2 Shares in accordance with the Articles of Association.
“ Closing ” shall have the meaning provided in Section 2(c) .
“ Co-Investor ” shall mean an Investor other than a Bain Investor.
“ Co-Investor Representative ” shall have the meaning provided in Section 33 .
“ Company ” shall have the meaning provided in the preamble.
“ Control ” shall mean in respect of a Person, the power directly or indirectly to manage or govern such Person, or to appoint the managing and governing bodies of such Person, or a majority of the members thereof if they decide collectively, whether through the ownership of voting securities, by contract or otherwise (in such respect, a limited partnership shall be deemed to be Controlled by its general partner).
“ CPECs ” means the series 1 convertible preferred equity certificates duly authorized and issued by the Company from time to time.
 
2

“ Deed of Adherence ” means a deed of adherence whereby the party thereto agrees to be bound by the terms of this Agreement in the form set out in Schedule 2 or in such other form as is approved by the Lux Sarl.
“ Executive ” means a manager of the Group who is selected by the Board of Directors to participate in any management incentivisation plan implemented by a Group Company and approved by the Lux Sarl.
“ Fee Agreements ” shall mean: (i) a transaction services agreement to be entered into between a Bain Investor and/or one or more of its Affiliates (each a “Service Provider”) and a Group Company pursuant to which the Service Provider(s) shall (collectively) be entitled to receive an amount equal to EUR 11,000,000 in connection with the transactions contemplated therein and a fee of 1% of the aggregate value of each subsequent transaction (including without limitation acquisitions, disposals and debt financing); and (ii) an advisory services and/or consulting services agreement to be entered into between one or more Service Providers and a Group Company pursuant to which the Service Provider(s) shall (collectively) be entitled to receive an annual fee equal to the greater of EUR 5,000,000 and 3% of the EBITDA of the Group for the financial year to which such annual fee relates.
“ Final Exit ” means a bona fide, arm’s length sale to a Person who is an Independent Third Party, or group of Persons who are not Affiliates of an Investor, of the Company involving (i) a sale of assets pursuant to which such party or parties acquire all of the assets of the Company and its Subsidiaries on a consolidated basis in one transaction or series of related transactions; (ii) any sale of all of the Securities in one transaction or series of related transactions; or (iii) a merger or consolidation which accomplishes one of the foregoing.
“ Group ” means the Company together with any company that is a Subsidiary of the Company from time to time and “ Group Company ” means any one of them.
“ Implicit Pre-IPO Value ” shall:
(a) in the event a primary offering of shares shall occur, be equal to (1) the Total Price to the Public divided by the percentage (stated as a decimal) that the number of shares of Newco Common sold pursuant to the IPO represents of the total number of shares of Newco Common to be outstanding immediately following the IPO, minus (2) the Primary Offering Proceeds; and
(b) in the event only a secondary sale of shares shall occur, be equal to (1) the total number of shares of Newco Common multiplied by (2) the Per Share Price.
For the purposes of this definition, “ Primary Offering Proceeds ” means the number of shares of Newco Common sold in the primary offering (which may be zero) in connection with the IPO, multiplied by the Per Share Price. “IPO” means an underwritten initial public offering of Newco Common. “ Per Share Price ” means, in connection with any IPO, the price set out or that would be set out on the cover page of a prospectus for such IPO under the caption “Price to Public” (or any similar caption) and opposite the caption “ Per Share ” (or any similar caption), less the per share allocation of the underwriting discounts and commissions and expenses incurred by the Company in connection with the IPO. “ Total Price to the Public ” means the Per Share Price multiplied by the number of shares of Newco Common sold pursuant to the IPO.
 
3

“ Independent Third Party ” means any Person who, immediately prior to the contemplated transaction, does not beneficially own in excess of 5% of the Company’s Shares on a fully-diluted basis (a “ 5% Owner ”) who is not controlling, controlled by or under common control with any such 5% Owner and who is not the spouse or descendent (by birth or adoption) of any such 5% Owner or a trust for the benefit of such 5% Owner and/or such other Persons.
“ Investor ” means each of the parties set forth on Part A of Schedule 1 and any assignee or transferee of any interest in any Security directly from any of them and “ Investors ” means more than one of them.
“ Issuance ” shall have the meaning provided in Section 7(a) .
“ Lux Sarl ” shall have the meaning provided in the preamble.
“ Newco ” shall have the meaning provided in Section 8(b)(i) .
“ Newco Common ” shall mean the securities to be issued to a Securityholder pursuant to Section 8(b)(i) or Section 8(b)(ii) in exchange for such Securityholder’s Securities.
“ New Subscriber ” shall have the meaning set out in Section 7(a) .
“ Participating Securityholder ” shall have the meaning provided in Section 5(b) .
“ PECs ” means the series 1 preferred equity certificates duly authorized and issued by the Company from time to time.
“ Pecuniary Value ” means, in connection with any Transfer, with respect to any Security or Securities, the proportion of the proceeds which the holder of such Security or Securities would be entitled to receive pursuant to a hypothetical liquidating distribution of the Company at the time of such Transfer where the aggregate proceeds to be distributed in connection with such hypothetical liquidating distribution shall be deemed to be an amount equal to the valuation of the Company established by such Transfer and assuming that the hypothetical distribution of proceeds would be made in accordance with the terms and conditions of the Articles and the Securities outstanding as at the time of such Transfer.
“ Permitted Transferee ” shall mean, with respect to a Co-Investor, any Affiliate of such Co-Investor.
“ Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.
“ Poma Investors ” means, collectively, Investors that are Affiliates of Barcel Corporation.
“ Preemptive Notice ” shall have the meaning provided in Section 7(b) .
“ Preemptive Reply ” shall have the meaning provided in Section 7(b) .
“ Pro Rata Percentage ” means, with respect to any Co-Investor, a percentage equal to (i) a fraction, (x) the numerator of which shall equal the Pecuniary Value of all Securities held by such Co-Investor as of the date of determination, and (y) the denominator of which shall equal the Pecuniary Value of all Securities held by all Co-Investors (ii) multiplied by 100.
 
4

“ Public Offering ” means a public offering and sale of the Shares or the shares of a Newco or any other Group Company, pursuant to an effective registration or an effective listing or qualification on a securities market in accordance with applicable requirements.
“ Public Sale ” means a Public Offering or any sale of the Shares or the shares of a Newco or any other Group Company, as the case may be, through a broker, dealer or market maker pursuant to the securities regulations of the relevant jurisdiction(s).
“ Right ” shall have the meaning provided in Section 7(a) .
“ Sale of the Company ” means a bona fide, arm’s length sale to a Person who is an Independent Third Party, or group of Persons who are not Affiliates of any Investor, of the Company involving (i) a sale of assets pursuant to which such party or parties acquire all or at least 50.01% of the assets of the Company and its Subsidiaries on a consolidated basis in one transaction or series of related transactions; (ii) any sale of all or at least 50.01% of the Securities in one transaction or series of related transactions; or (iii) a merger or consolidation which accomplishes one of the foregoing.
“ Securities ” means (i) all equity and debt securities issued by the Company (which, for the avoidance of doubt, shall include each series of preferred equity certificates and convertible preferred equity certificates issued by the Company) and (ii) any securities issued or issuable directly or indirectly with respect to the securities referred to in clause (i) above, by way of a dividend or split or in connection with a combination of securities, recapitalization, merger, consolidation or other reorganization including a capitalization or exchange, notwithstanding any subsequent Transfer or assignment to other holders thereof.
“ Securities Act ” shall mean the United States Securities Act of 1933, as amended.
“ Securityholder ” means, at any time, a holder of Securities at such time.
“ Senior Employee ” means any top 25 employee or consultant of the Group (taken as a whole) by reference to their total remuneration.
“ Shares ” means the shares of the Company.
“ Solvent Reorganization ” means any solvent reorganization of the Lux Sarl, the Company or any other Group Company or Subsidiary of any of the foregoing (but for the avoidance of doubt, excluding any Securityholder itself or any special purpose vehicle established by any Securityholder in connection with its status as shareholder in the Company), including by merger, consolidation, recapitalization, Transfer or sale of shares, securities or assets, or contribution of assets and/or liabilities, or any liquidation, exchange of securities, conversion of entity, migration of entity, formation of new entity, or any other transaction or group of related transactions (in each case other than to or with a third party that is not a Securityholder of the Group or an Affiliate thereof, or an entity formed for the purpose of such Solvent Reorganization), in which:
(i) all holders of the same class of Securities or of equity securities in the Group (other than entities within the Group) are offered the same consideration in respect of such Securities or equity securities;
 
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(ii) the pro rata indirect economic interests of each Securityholder in the business of the Group, vis-à-vis one another and all other holders of Securities and other equity securities in the Group (other than those held by entities within the Group), are preserved; and
(iii) the rights of the Securityholders under this Agreement and the Articles are preserved in all material respects (it being understood by way of illustration and not limitation that the relocation of a covenant or restriction from one instrument to another shall be deemed a preservation if the relocation is necessitated, by virtue of any law or regulation applicable to the Group following such Solvent Reorganization, as a result of any change in jurisdiction or form of entity in connection with the Solvent Reorganization; provided that such covenants and restrictions are retained in instruments that are, as nearly as practicable, to the extent consistent with business and transactional objectives, equivalent to the instruments in which such restrictions or covenants were contained prior to the Solvent Reorganization).
“ Subscription Price ” shall have the meaning provided in the Recitals.
“ Subsidiary ” or “ Subsidiaries ” means, with respect to any Person, any or all other Person(s) of which a majority of the total voting power of shares of stock or other equity interests entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or Controlled, directly or indirectly, by such Person or one or more of such Person’s other Subsidiaries or a combination thereof. For the purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or if such Person or Persons Control such entity.
“ Transfer ” means a direct or indirect sale transfer, assignment, pledge, hypothecation or other encumbrance or disposal of (whether for consideration or not and whether voluntarily or involuntarily or by operation of law) any interest in any Security.
(b) Interpretation
In this Agreement:
(i) The singular includes the plural and vice versa.
(ii) References to the Schedules are to the schedules to this Agreement. The Schedules form an integral part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement, and any reference to this Agreement shall include the Schedules hereto.
(iii) The words “ include ” or “ including ” (or any similar term) are not to be construed as implying any limitation.
(iv) Words indicating gender shall be treated as referring to the masculine, feminine or neuter as appropriate.
 
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(v) A reference to a statute, statutory provision or subordinate legislation (“ legislation ”) refers to such legislation as amended and in force from time to time and to any legislation that (either with or without modification) re-enacts, consolidates or enacts in rewritten form any such legislation, provided that as between the parties no such amendment, re-enactment or modification shall apply for the purposes of this Agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or would otherwise adversely affect the rights of, any party.
(vi) Any reference to any document other than this Agreement is a reference to that other document as amended, varied, supplemented, or novated (in each case, other than in breach of the provisions of this Agreement) at any time.
(vii) A reference to something being “ in writing ” or “ written ” includes that thing being produced by any legible and non-transitory substitute for writing (but not including in electronic form).
(viii) “directly or indirectly” means either alone or jointly with any other person and whether on such person’s own account or in partnership with another or others or as the holder of any interest in or as officer, employee or agent of or consultant to any other person.
2. Execution, Subscription and Issuance of Securities
(a) Subscription and Sale of the Securities . Upon execution of this Agreement, and subject to Clauses 2(a) and 2(b), each Investor undertakes to subscribe and pay for those Securities set forth opposite its name in Part A of Schedule 1 (at the applicable Subscription Price), and the Company shall issue and allot to each Investor such number of Securities. In addition, the Poma Investors hereby undertake to invest an additional aggregate amount of up to EUR 1,037,000 in the Company (the “ Poma Commitment ”) by subscribing for Securities of the same type and class, and in the same relative proportions, as the Bain Investors or purchasing a proportional strip of Securities from the Bain Investors, in each case on such date(s) and in such manner as the Lux Sarl shall direct by delivering one Business Day’s written notice to the Co-Investor Representative. The Poma Investors acknowledge and agree that the Lux Sarl shall have the right by delivering one Business Day’s written notice to the Co-Investor Representative to require the Poma Investors to pay an amount equal to the Poma Commitment into an escrow account operated by a financial institution or Bain Capital Partners, LLC (or an Affiliate thereof) as escrow agent for the Poma Investors (and if so required by the Lux Sarl enter into an escrow agreement), which amount shall remain in such escrow account until such time as the Lux Sarl instructs the escrow agent to either: (i) transfer all or part of the escrow balance to settle the subscription price for the further issuance of Securities contemplated in the immediately preceding sentence; and/or (ii) transfer the escrow balance to the Poma Investors.
(b) Conditions to Issuance of Securities . The obligation of the Company to issue to an Investor the Securities set forth opposite its name in Schedule 1 shall be subject to the following conditions:
(i) the representations and warranties set forth in Section 3(a) below shall be true and accurate with respect to each Investor on the date hereof and the date of the Closing; and
(ii) the Company having received from each Investor the applicable Subscription Price for the Securities set forth opposite such Investor’s name in Schedule 1 .
 
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(c) Closing . The closing of the subscription and issuance of the Securities set forth in Schedule 1 shall take place at the offices of Arendt & Medernach, 14, rue Erasme, L-2082, in Luxembourg, Grand Duchy of Luxembourg on 3 December 2012 or such prior date as the parties may agree (“ Closing ”). At Closing, each Investor shall deliver to the Company (i) cash by electronic transfer in immediately available funds in an amount equal to the applicable Subscription Price for such Investor and (ii) and a proxy and subscription forms in respect of the Securities set forth opposite its name in Schedule 1 . Following receipt of the proxy and subscription forms and the Subscription Price, the Company shall effect a share capital increase in front of a Luxembourg notary and issue the Securities set out in Schedule 1 . Immediately following the issuance of such Securities, the Company shall enter each subscriber’s name in the Company’s securities registers as the holder of the applicable number and type of Securities.
3. Representations and Warranties
(a) Representations and Warranties Regarding the Investors . In connection with the subscription and issuance of Securities hereunder, each Investor represents and warrants to the Lux Sarl, the Company and every other Investor that as at the date hereof:
(i)  Organization . Such Investor is an entity duly organized and validly existing under the laws of the jurisdiction of its organization.
(ii) Authority . Such Investor has full power and authority to enter into, execute and deliver this Agreement. The execution and delivery of this Agreement and the performance of the rights and obligations hereunder have been duly and validly authorized by such Investor and no other proceedings by or on behalf of such Investor will be necessary to authorize this Agreement or the performance of the rights and obligations hereunder. This Agreement constitutes the valid and binding obligations of such Investor enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors’ rights generally and (ii) subject to general principles of equity.
(iii) No Legal Bar . The execution, delivery and performance of this Agreement by such Investor will not (a) violate (1) the organizational documents of such Investor or (2) any law, treaty, rule or regulation applicable to or binding upon such Investor or any of its properties or assets or (b) result in a breach of any contractual obligation to which such Investor is a party or by which it or any of its properties or assets is bound, in the case of each of clauses (a)(1) and (b) in any respect that would reasonably be expected to have a material adverse effect on the ability of such Investor to perform its obligations under this Agreement.
(iv) Litigation . There is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation or investigation, proceeding or demand letter pending, or to the knowledge of such Investor threatened, against such Investor, which if adversely determined would reasonably be expected to have a material adverse effect on the ability of such Investor to perform its obligations hereunder.
(v) Information . Such Investor has been given the opportunity to (a) ask questions and receive satisfactory answers concerning the terms and conditions of the Securities and its subscription therefor and (b) obtain additional information which such Investor and its representatives deem necessary, in each case in order to evaluate the merits and risks of executing and delivering this Agreement. Such Investor has not relied upon any statement, printed material or other information given or made by or on behalf of the Company that is contrary to information contained in this Agreement.
 
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(vi) Securities Not Registered . Such Investor is acquiring the Securities set opposite its name in Schedule 1 solely for its own account, for investment purposes and not with a view to, or for sale in connection with, the distribution thereof other than as permitted under applicable securities and other laws. Such Investor (a) has such knowledge and experience in business and financial matters as will enable it to evaluate the merits and risks of the transactions contemplated hereby, (b) is able to bear the economic risk of an investment in the Group and (c) is able to bear the risk of loss of its entire investment in the Group.
(vii) No Other Representations . Except for the representations and warranties contained in this Section 3 , no such Investor, nor any other Person or entity acting on behalf of such Investor, makes any representation or warranty, express or implied to any other Party.
(b) Representations and Warranties Regarding the Company . The Company represents and warrants to the Investors as of the date hereof as follows:
(i)  Organization . The Company is an entity duly organized and validly existing under the laws of the jurisdiction of its organization and the information set out in Part B of Schedule 1 is true and accurate.
(ii) Authority . The Company has full power and authority to enter into, execute and deliver this Agreement. The execution and delivery of this Agreement and the performance of the rights and obligations hereunder have been duly and validly authorized by the Company and no other proceedings by or on behalf of the Company will be necessary to authorize this Agreement or the performance of the rights and obligations hereunder. This Agreement constitutes the valid and binding obligations of the Company enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by (a) bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of creditors’ rights generally and (b) subject to general principles of equity.
4. Restrictions on Transfer of Securities
(a) General Restrictions on Transfer of Securities . No Co-Investor shall Transfer any interest in any Securities held by such Co-Investor without the prior written consent of the Lux Sarl.
(b) Permitted Transfers . Notwithstanding anything to the contrary in this Agreement, a Co-Investor may Transfer its Securities to a Permitted Transferee after written notice of such permitted Transfer has been delivered to the Lux Sarl and the transferee(s) has complied with Section 4(d) , provided that this Section 4 will continue to apply to any Securities so transferred and if any Permitted Transferee ceases at any time to be a Permitted Transferee, the Securities held by such transferee shall immediately be transferred back to the relevant Co-Investor.
(c) Transfers in Violation of Agreement . Any Transfer or attempted Transfer of any Securities in violation of any provision of this Agreement shall be void and of no effect, and the Company shall not give effect to such Transfer nor record such Transfer on its books or treat any purported transferee of such Securities as the owner of such Securities for any purpose.
(d) Execution of Deed of Adherence . Prior to any Transfer of any Securities (other than pursuant to a Public Sale or pursuant to Section 5 (Tag Along Rights) or Section 6 (Drag Along
 
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Right), the transferring Securityholder shall procure that the transferee(s) shall execute and deliver a duly executed Deed of Adherence to the Company in respect of all Securities subject to the Transfer prior to completion of the Transfer. Any Person who has entered into a Deed of Adherence pursuant to this Agreement shall have the benefit of and be subject to the burden of all the provisions of this Agreement as if such Person was an original party hereto in the capacity designated in the Deed of Adherence and this Agreement shall be interpreted accordingly. Nothing in this provision shall be construed as requiring any party to perform again any obligation or discharge again any liability already performed or discharged or entitle any party to receive again any benefit already enjoyed. The Company undertakes that no Person shall be registered as a holder of Securities unless such Person has executed and delivered to the Company, on its own behalf and on behalf of all the other parties to this Agreement, a Deed of Adherence agreeing to be bound by this Agreement.
(e) Termination of Restrictions . The restrictions set forth in this Section 4 shall continue to apply to a Securityholder’s Securities until such Securities have been transferred in a Public Sale or pursuant to Section 5 (Tag Along Rights) or Section 6 (Drag Along Right).
5. Tag Along Rights
(a) Delivery of Bain Investor Transfer Notice . At least twenty (20) days prior to any Transfer of Bain Securities by a Bain Investor (each a “ Bain Seller ”) (other than pursuant to a Solvent Reorganization, a Public Sale (other than in a Public Offering) or a Transfer to one or more Affiliates, employees, consultants or advisors of a Bain Investor (or any entity formed for its or their benefit) or to any Executive), the Bain Sellers shall deliver a written notice (the “ Bain Sale Notice ”) to each Co-Investor specifying in reasonable detail the identity of the prospective transferee(s), the number and types of Securities to be transferred, the price and the other terms and conditions of the Transfer, including copies of any definitive agreements. If there is a Transfer of shares in any Bain Investor (including any Transfer in a company holding shares, directly or indirectly of a Bain Investor) to an Independent Third Party that would result in a direct or indirect Transfer of Bain Securities, then each Co-Investor shall have the right to participate in such Transfer subject to the terms of this Section 5 .
(b) Election to Participate . Each Co-Investor may elect to participate (a “ Participating Securityholder ”) in the contemplated Transfer by delivering written notice to the Company and the Bain Sellers within fifteen (15) days after delivery of the Bain Sale Notice in accordance with Section 23 of its desire to participate in such Transfer.
(c) Pro Rata Participation . Each Participating Securityholder shall be entitled to sell in the contemplated Transfer, on the same terms and conditions as the Bain Sellers, such number of its Securities as have a Pecuniary Value equal to the product of (i) the quotient determined by dividing the Pecuniary Value of Securities owned by such Person by the aggregate Pecuniary Value of all the Securities issued by the Company and (ii) the Pecuniary Value of all the Securities which the prospective transferee has agreed to acquire pursuant to the contemplated Transfer, and the Bain Sellers shall be entitled to sell the remaining Securities in the contemplated Transfer. Each Participating Securityholder shall be required, to the extent possible, to transfer Securities of the same type and in the same proportional strip as the Bain Securities proposed to be transferred pursuant to the Bain Sale Notice.
(d) Consideration . Any Transfer pursuant to this Section 5 shall be at the same consideration per Security among all the Securities of the same type.
(e) Assistance and Cooperation . Each Participating Securityholder shall assist and cooperate with the Board of Directors, the Lux Sarl, the Company and all other Securityholders in doing all things necessary, proper or advisable to consummate, in the most expeditious manner practicable, the
 
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Transfer, and shall therefore in its capacity as a Securityholder (and to the extent applicable shall procure that its appointee to the Board of Directors shall in his/her capacity as a director), among other things: (A) use reasonable efforts to maximize the aggregate sale proceeds; (B) vote for or consent to, if required, and in any event raise no objections against and otherwise cooperate in order to effect, such sale or the process pursuant to which such sale is arranged; (C) waive any dissenter’s rights, appraisal rights or similar rights to such sale, if such sale is structured as a merger or consolidation and (D) transfer its Securities or rights to Securities on the terms and conditions approved for such sale by the Lux Sarl.
(f) Indemnities, and Representations and Warranties . Each Participating Securityholder transferring Securities pursuant to this Section 5 shall, in such Person’s capacity as a Securityholder, be obligated (x) to provide the same representations, warranties and covenants as those provided by the Bain Investors, (y) join on a pro rata basis (based on the amount of proceeds to be received) in any indemnification or other obligation that the Bain Sellers agree to provide, and (z) pay its pro rata share (based on the amount of proceeds to be received) of all costs and expenses incurred in connection with the Transfer.
(g) Termination . The rights granted pursuant to this Section 5 shall terminate upon the termination of the restrictions on Transfer set forth in Section 4(e) .
6. Drag Along Right
(a) Delivery of Investor Sale Notice . If the Bain Investors propose to Transfer any Bain Securities (other than pursuant to a Solvent Reorganization or any Transfer of Investor Securities to such Bain Investor’s Affiliates, employees, consultants and advisors (or any entity formed for their benefit) or to any Executive), the Lux Sarl shall have the right to require each Co-Investor to directly and/or indirectly participate in such Transfer by specifying the same in the Bain Sale Notice.
(b) Pro Rata Participation . Each Co-Investor shall participate in the contemplated Transfer on the same terms and conditions as the Bain Sellers and shall be required to sell such number of its Securities as have a Pecuniary Value equal to the product of (i) the quotient determined by dividing the Pecuniary Value of Securities owned by such Person by the aggregate Pecuniary Value of all the Securities issued by the Company and (ii) the Pecuniary Value of all the Securities which the prospective transferee has agreed to acquire pursuant to the contemplated Transfer. Each Co-Investor shall be required, to the extent possible, to transfer Securities of the same type and in the same proportional strip as the Bain Securities proposed to be transferred pursuant to the Bain Sale Notice.
(c) Consideration . Any Transfer pursuant to this Section 6 shall be at the same consideration per Security among all the Securities of the same type.
(d) Assistance and Cooperation . If a Bain Sale Notice specifies that the Co-Investors are required to participate in a Transfer, each Co-Investor shall assist and cooperate with the Board of Directors, the Lux Sarl, the Company and all other Securityholders in doing all things necessary, proper or advisable to consummate, in the most expeditious manner practicable, such Transfer, and shall therefore in its capacity as a Securityholder (and to the extent applicable shall procure that its appointee to the Board of Directors shall in his/her capacity as a director), among other things: (A) use reasonable efforts to maximize the aggregate sale proceeds; (B) vote for or consent to, if required, and in any event raise no objections against and otherwise cooperate in order to effect, such sale or the process pursuant to which such sale is arranged; (C) waive any dissenter’s rights, appraisal rights or similar rights to such sale, if such sale is structured as a merger or consolidation and (D) transfer its Securities or rights to Securities on the terms and conditions approved for such sale by the Lux Sarl.
 
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(e) Indemnities, and Representations and Warranties . Each Participating Securityholder transferring Securities pursuant to this Section 6 shall, in such Person’s capacity as a Securityholder, be obligated (x) to provide the same representations, warranties and covenants as those provided by the Bain Investors, (y) join on a pro rata basis (based on the amount of proceeds to be received) in any indemnification or other obligation that the Bain Sellers agree to provide, and (z) pay its pro rata share (based on the amount of proceeds to be received) of all costs and expenses incurred in connection with the Transfer.
7. Preemptive Rights
(a) The Company . Subject to Section 7(c) , if the Company proposes to issue (an “ Issuance ”) any Securities to any Bain Investor or any Affiliate thereof (each a “ New Subscriber ”), each Co-Investor shall have the right (the “ Right ”) to subscribe for and purchase a portion of the number or amount of Securities in any such Issuance up to such Co-Investor’s Pro Rata Percentage of such Securities; provided that each such Co-Investor shall only be entitled to subscribe for such Securities pursuant to this Section 7 in the same proportions of all classes and types of Securities as comprise the aggregate Securities to be issued in such Issuance. The Right shall be exercisable by each such Co-Investor for the same price and upon the same terms and conditions (including in the event such Securities are issued as a unit with other Securities, the purchase of such other Securities) as the Securities issued in such Issuance to the New Subscriber.
(b) Procedure . The Company shall cause to be given to each Co-Investor at least twenty (20) days prior to a proposed Issuance a written notice setting forth the consideration that the Company intends to receive and the terms and conditions upon which the Securities shall be issued (the “ Preemptive Notice ”). After receiving a Preemptive Notice, a Co-Investor that desires to exercise its Right must give notice to the Company in writing, within twenty (20) days after the date that such Preemptive Notice is deemed given pursuant to Section 23 , indicating the number of Securities of each class or type (such number not to exceed the aggregate number of Securities of such class or type proposed to be issued in such Issuance, multiplied by the Co-Investor’s Pro Rata Percentage) for which the Co-Investor desires to subscribe (the “ Preemptive Reply ”). The closing of the subscription pursuant to a Preemptive Reply shall occur no earlier than eight (8) days and no later than thirty (30) days after delivery of the Preemptive Reply pursuant to Section 23. If any Co-Investor fails to deliver a Preemptive Reply in accordance with this Section 7(b) , such Co-Investor’s pro rata share of the Issuance may thereafter, for a period not exceeding ninety (90) days following the expiration of such ten (10) day period, be issued on terms and conditions no less favorable and at a price not less than the price set forth in the Preemptive Notice. Any such Securities not issued during such ninety (90) day period shall thereafter be subject again to the preemptive rights provided for in this Section 7 .
(c) Emergency Equity Offering . Notwithstanding any other provision in this Agreement, the Articles or any terms and conditions attaching to any Securities, in the event that the Lux Sarl determines in good faith that it is in the best interests of the Company or its Subsidiaries that an Issuance otherwise subject to this Section 7 be conducted on an accelerated basis due to cash or liquidity requirements (including, but not limited to, a prospective breach of a liquidity covenant) or other business considerations of the Company or any of its Subsidiaries (an “ Emergency Equity Offering ”), then such Issuance may be completed otherwise than in compliance with the procedures set forth in this Section 7 ; provided that the purchaser(s) of the Securities offered pursuant to the Emergency Equity Offering shall (x) be required to promptly, and in any event not later than 90 days after the date of completion of such Emergency Equity Offering, offer to sell to the Co-Investors such portions of the Issuance as each such Co-Investor would have been entitled to subscribe for had such Issuance been effected through an offering subject to the preemptive rights set forth above in Sections 7(a) and 7(b) , at the price and on the other terms thereof and (y) not exercise any voting rights attributable to such Securities until the earlier of (i) completion of the secondary sales, if any, to Co-Investors pursuant to this Section 7(c) , and (ii) 30 days following delivery of the offer contemplated in this Section 7(c) .
 
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(d) Waiver of Statutory Rights . Without prejudice to the Right hereunder, to the maximum extent permitted by applicable law, each Securityholder hereby waives any and all pre-emptive and preferential subscription rights otherwise provided by applicable law in connection with any issuance of Securities that have been validly authorized and effected in accordance with the terms of this Agreement.
(e) Termination . The provisions of this Section 7 as they apply to Issuances shall cease to apply on consummation of a Public Offering of a Co-Investor’s Securities pursuant to Section 8 below.
8. Public Offering
(a) By the Company . If at any time the Lux Sarl approves a Public Offering, each Securityholder shall vote for and consent to (to the extent it has any voting or consent right) and raise no objections against such Public Offering and each Securityholder shall take all reasonable actions in connection with the consummation of such Public Offering, in each case only if requested by the Lux Sarl and consistent with current market practice at the time of such Public Offering (including, without limitation, those actions described in Section 8(c) below).
(b) Reorganization . In connection with any Public Offering subject to this Section 8 , and only to the extent requested by the Lux Sarl pursuant to Section 8(a) above, each Securityholder shall agree to effectuate such Public Offering as follows:
(i) If the public company vehicle (“ Newco ”) is to be a Luxembourg entity, the Company shall be converted into a société anonyme (public company with limited liability or S.A.) under the laws of the Grand Duchy of Luxembourg, and the Securities then held by Securityholders will be reclassified as described below into the securities of Newco to be offered in such Public Offering; or
(ii) If the Lux Sarl and the managing underwriters agree that it will be more beneficial to effect the Public Offering using a Newco or another Group Company organized under the laws of another jurisdiction, the Company shall form or, if applicable, reorganize or recapitalize such entity, and the Securityholders shall, if requested by the Lux Sarl, contribute all of their Securities to such Newco or Group Company in exchange for common shares in Newco or the relevant Group Company; provided , however, if any Securities other than shares are to be paid off in cash in connection with the Public Offering, then, if the Lux Sarl shall request, such Securities shall be contributed in exchange for such other securities in Newco or the relevant Group Company to achieve a tax efficient result as determined by the Lux Sarl provided further that, without limiting the foregoing the Company shall use its commercially reasonable endeavours to agree a mutually acceptable tax efficient structure for all Securityholders.
The Newco Common issued to Securityholders shall be allocated among such holders so that, immediately after such exchange, each Securityholder holds Newco Common having an aggregate value (based on the Public Offering price to the public) equal to the amount which such Securityholder would have received if, immediately prior to such exchange, the Company had distributed to such Securityholder an aggregate amount equal to the Implicit Pre-IPO Value of the Newco Common in a complete liquidation pursuant to the rights and preferences set out in the Articles and the terms and conditions attaching to the outstanding Securities immediately prior to such exchange. Newco Common shall be
 
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allocated among the Securityholders as determined by the rights and preferences set out in the Company’s Articles and the terms and conditions attaching to the outstanding Securities immediately prior to the exchange.
(c) Cooperation . Subject to the terms and conditions of this Section 8 , the Company and each Securityholder, agrees that it shall assist and cooperate with the other Securityholders and the Lux Sarl in doing all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, any Public Offering and shall use reasonable efforts, in their capacity as securityholders of the Company, to maximize the aggregate offering proceeds. Subject to the terms and conditions of this Section 8 , Newco, the Company and its Subsidiaries and each Securityholder agrees that it shall not take any actions inconsistent with the procedures set out in this Section 8 or Section 9 that would otherwise undermine the process for a Public Offering undertaken in accordance with this Section 8 . The Securityholders agree that the Lux Sarl may carry out or change the form of the reorganization contemplated in Section 8(b) so as to maximize the aggregate tax efficiencies associated with such reorganization, taking into account and using commercially reasonable efforts to protect the tax position of all the Securityholders; provided that , notwithstanding the foregoing and for the avoidance of doubt, any such reorganization may negatively affect the tax position of individual Securityholders provided further that, without limiting the foregoing the Company shall use its commercially reasonable endeavours to agree a mutually acceptable tax efficient structure for such individual Securityholders. Furthermore, the parties agree that, in the event that any prospective Public Offering is not consummated, and the Lux Sarl shall so elect, they will assist and cooperate with all other Securityholders and the Lux Sarl in doing all things necessary to reverse as expeditiously as reasonably practicable any reorganization of the Company and its Subsidiaries and, to the extent reasonably practicable, to return the Company and Subsidiaries to their corporate forms and capitalization prior to any reorganization or recapitalization.
(d) Waiver . Without limiting the generality of the foregoing, each Co-Investor hereby waives any dissenter’s rights, appraisal rights or similar rights in connection with any recapitalization, reorganization and/or exchange pursuant to this Section 8 .
9. Holdback
(a) Prior to a Public Offering, Lux Sarl, the Company and each Investor shall enter into an agreement with respect to various matters regarding such Public Offering and the rights and obligations of Lux Sarl, the Company and each Investor in connection therewith, including lock-ups (as contemplated below) and provisions designed to result in an orderly disposition of securities by the Investors, in each case as determined by the Board of Directors in good faith. Each Co-Investor agrees not to offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any Securities or any equity or debt securities of a Newco or a Group Company, or enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of such securities, whether any such aforementioned transaction is to be settled by delivery of such securities or other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, in each case during the seven days before and the 180-day period beginning on the effective date of any underwritten Public Offering (or such shorter period as may be requested in writing by the Lux Sarl) (the “ Market Standoff Period ”), except as part of such underwritten registration if otherwise permitted. In addition, each Co-Investor agrees to execute any further letters, agreements and/or other documents reasonably requested by the Lux Sarl or the Company’s or Newco’s underwriters which are consistent with current market practice at the time and the terms of this Section 9 . The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of the relevant Market Standoff Period. The restrictions on the Transfer of Securities set forth in this Agreement shall continue with respect to each Security until the date on which such Security has been transferred in a Public Sale or pursuant to Sections 5 or Section 6 .
 
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10. Solvent Reorganisation Without prejudice to the other provisions of this Agreement, the Board of Directors shall be authorized, taking into account the tax consequences for the Co-Investors, to cause a Solvent Reorganization at any time and for any reason (including, but not limited to, in connection with a Public Sale, a Transfer pursuant to Section 5 or Section 6 or any consolidation, merger or other transaction in which the Company is not the surviving entity or which results in the acquisition of all or substantially all of the Company’s outstanding Securities by a single Person or by a group of Persons acting in concert). In the event of any Solvent Reorganization, each Party hereto shall take all necessary and advisable steps to facilitate and effectuate such transaction, as determined by the Board of Directors in light of relevant business, marketability and taxation concerns, including by voting or executing a written consent to approve such transaction, raising no objection to such transaction, refraining from the exercise of any statutory or other legal rights that may inhibit the full implementation of such transaction (including any statutory dissenter’s rights or rights to fair value), and generally cooperating as Securityholders so that the transaction may be implemented as rapidly and efficiently as possible. In furtherance of the foregoing, each Party hereto hereby waives and undertakes to take any action necessary in the future to waive any dissenter’s rights, appraisal rights or similar rights in connection with any valid Solvent Reorganization undertaken in accordance with this Section 10 . In the event that Securities are exchanged or converted or new Securities are issued in a Solvent Reorganization, the definitions and other provisions of this Agreement shall be automatically amended to reflect such exchange, conversion or issuance, as determined in the discretion of the Board of Directors, acting in good faith, with notice of any such amendments provided to the parties hereto in accordance with Section 23 .
11. Non-compete / Non-solicit Each Co-Investor undertakes to the Lux Sarl, the Company and the Bain Investors (for their benefit and the benefit of each member of the Group) that it will not (and it will procure that its Affiliates do not), either alone or in conjunction with or on behalf of any other person, do any of the following things:
(a) for so long as a Co-Investor holds any Security:
(i) directly or indirectly carry on, be engaged or be economically interested in any business that is of the same, or is likely to be in competition with, the business of any Group Company as carried on at the date of this Agreement within the territories where the Subsidiaries render their services;
(ii) in competition with the business of any Group Company or the Group as carried on at the date of this Agreement, canvass or solicit the custom of any person, firm or company that has within two years prior to Closing been a regular customer or supplier of any Group Company in relation to the business of the Group;
(iii) solicit, hire or entice away from the employment of any Group Company any Senior Employee; or
(iv) assist any other person to do any of the foregoing things;
(b) make any public derogatory statements or comments in relation to, or otherwise publically disparage, any Group Company or any shareholder, investor, director, officer or employee of any Group Company.
 
15

The undertakings in Section 11 do not prohibit any Co-Investor or any of its Affiliates from: (a) holding or being interested in up to 5% of the outstanding issued share capital of a company listed on an internationally recognized stock exchange or in any other company which does not compete in the current territories where the members of the Group operate.
Each Group Company may enforce the terms of Section 11 as if it were a party hereto subject to and in accordance with the Contracts (Rights of Third Parties) Act 1999, provided that this Agreement may be varied or rescinded without the consent of those persons and none of those persons shall be entitled to assign any of their rights under this Section 11 .
12. Information The Poma Investors shall be entitled to receive: (a) quarterly financial statements (to the extent produced in respect of any member of the Group); (b) audited annual financial statements of the Group, (c) Board of Directors information packages and (d) if so requested by the Poma Investors, the Company shall make available to Poma and its professional advisors on a semi-annual basis the officers, employees, attorneys, independent accountants and other advisors of the Group to discuss the business and conditions (financial or otherwise) of the Business or any other matters affecting the Group that are of interest to the Poma Investors, in each case at reasonable times and upon reasonable notice.
13. Corporate Opportunities In the event that any Bain Investor or its Affiliate has knowledge of a potential transaction or matter that may be a corporate opportunity for the Group, such Bain Investor or its Affiliate shall not have any duty (contractual or otherwise) to communicate or present such corporate opportunity to the Board of the Directors or the Group, and, notwithstanding any provision of this Agreement to the contrary, neither a Bain Investor nor any of its Affiliates or any individual associated with any Bain Investor or its Affiliates shall be liable to the Group for breach of any duty (contractual or otherwise) by reason of the fact that any Bain Investor or its Affiliates directly or indirectly pursues or acquires such opportunity for itself, directs such opportunity to another Person, or does not present such opportunity to the Board of Directors or the Group.
14. Fee Agreements . The parties acknowledge and agree that the Bain Investors and/or any of their Affiliates shall be entitled to receive and retain all amounts payable to such Persons under the terms of the Fee Agreements.
15. Effectuating the Intent of the Investors Each Investor shall (i) vote its Securities and take all other action in its power and authority as a securityholder of the Lux Sarl and/or of the Company (as applicable) and (ii) if applicable, instruct those directors and members of any committees designated by such Investor to, and replace any such director or committee member that does not, exercise their voting rights on each such body in a manner consistent with the rights and obligations of the Investors under this Agreement so as to effectuate and preserve the intent of the Investors as set out herein.
16. Amendment and Waiver The provisions of this Agreement may be amended, modified or waived only with the prior written consent of the Bain Investors, the Lux Sarl, the Company and the Co-Investor Representative. No course of dealing or the failure of any party to enforce any of the provisions of this Agreement shall in any way operate as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms. The provisions of this Section 16 shall remain unaffected by any amendment, modification or waiver of this Agreement.
17. Severability Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity, legality or
 
16

enforceability of any other provision of this Agreement in such jurisdiction or affect the validity, legality or enforceability of any provision in any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.
18. Delegation of Authority . Except as otherwise provided therein, each Co-Investor to the extent legally permitted hereby grants an irrevocable power of attorney in the form set out in Schedule 3 , in favour of Lux Sarl (the “ Attorney ”), to enable the Attorney to execute, acknowledge, verify, swear to, deliver, record and file, in his or her name, all instruments, documents and certificates which may be (i) necessary to effect any mandatory transfers or exchanges of the Co-Investor’s Securities, if such mandatory transfers or exchanges are required pursuant to Section 6 , Section 8 or Section 10 of this Agreement or the Articles (“ Relevant Provisions ”) or (ii) determined by such Attorney to be necessary or appropriate in connection with the Relevant Provisions, save that, such power of the Attorney shall not be exercised without the prior written consent of the relevant Co-Investor, if the exercise of such powers (x) adversely affects the rights of such Co-Investor under this Agreement and/or the Articles, or (y) extends or increases any financial obligation or liability to which such Co-Investor may be subject, in his/her capacity as a holder of such Securities. If any Co-Investor is not legally able to provide such irrevocable power of attorney, such Co-Investor shall, immediately following the written request of Lux Sarl, grant a power of attorney substantially in the form set out in Schedule 3 .
19. Entire Agreement Except as otherwise expressly set forth herein, and save in the case of fraud, this Agreement and the Articles and any other terms and conditions attaching to the Securities to be issued to the Investors pursuant to Section 2 and the documents referred to herein and therein embody the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.
20. Successors and Assigns Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by (i) the Company and the Lux Sarl and their respective permitted successors and assigns, (ii) the Co-Investors and the respective permitted successors and assigns of each of them, so long as they hold Securities, and (iii) the Bain Investors and the respective permitted successors and assigns of each of them, so long as they hold Securities.
21. Counterparts This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement.
22. Remedies Any Person having rights under any provision of this Agreement shall be entitled to enforce their rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor. The parties hereto agree and acknowledge that money damages would not be an adequate remedy for any breach of the provisions of this Agreement and that the Company, the Lux Sarl, any Investor may in its sole discretion apply for specific performance and/or injunctive relief (without posting a bond or other security) in order to enforce or prevent any violation of the provisions of this Agreement.
23. Notices All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been received (a) when delivered personally to the recipient, (b) when telecopied to the recipient (with hard copy sent to the recipient by internationally reputable overnight courier service (charges prepaid) that same day) if telecopied before 5:00 p.m., local time in the jurisdiction of recipient on a Business Day, and otherwise on the next Business Day, or (c) two Business Days after being sent to the recipient by internationally reputable overnight courier service (charges prepaid). Such notices, demands and other
 
17

communications shall be sent to the Company and the Investors, as applicable, at the address indicated below and on Part A of Schedule 1 attached hereto at such address, and to the attention of such other Person as the recipient party has specified by prior written notice to the parties.
If to the Company or the Lux Sarl :
BC Luxco Topco S.C.A.
9A Rue Gabriel Lippmann
L-5365 Munsbach
Grand-Duchy of Luxembourg
			
Telephone:	  	+352 29 78 66 33	
Facsimile:	  	+352 29 78 66 63	
Attention:	  	Ailbhe Jennings	
With a copy (which shall not constitute notice hereunder) to :
Kirkland & Ellis International LLP
30 St. Mary Axe
London
EC3A 8AF
			
Telephone:	  	+44 (0) 207 469 2000	
Facsimile:	  	+44 (0) 207 469 2001	
Attention:	  	Sam Pakbaz	
If to the Bain Investors:
Bain Capital, Ltd.
Devonshire House
Mayfair Place
London W1J 8AJ
United Kingdom
			
Telephone:	  	+44 (0) 207 514 5252	
Facsimile:	  	+44 (0) 207 514 5250	
Attention:	  	Felipe Merry del Val / Melissa Bethel / Devin O’Reilly	
With a copy (which shall not constitute notice hereunder) to :
Kirkland & Ellis International LLP
30 St. Mary Axe
London
EC3A 8AF
			
Telephone:	  	+44 (0) 207 469 2000	
Facsimile:	  	+44 (0) 207 469 2001	
Attention:	  	Sam Pakbaz	
 
18

If to any Co-Investor :
Unless otherwise notified to the Company, to the registered address of the relevant Co-Investor set forth in Schedule 1
With a copy (which shall not constitute notice hereunder) to :
Greenberg Traurig, P.A.
333 S.E. 2nd Avenue
Miami, FL 33131
			
Telephone:	  	+1 (305) 579 0702	
Facsimile:	  	+1 (305) 961 5702	
Attention:	  	Alexandra Aguirre	
24. Confidentiality Each Co-Investor undertakes to the Company and the Bain Investors that, for as long as it is the direct or indirect holder of Securities, it shall not, and shall procure that its Permitted Transferees and Affiliates shall not, disclose to any Person (or use to the detriment of the Company, its Subsidiaries or the Business) (i) any confidential information which may have come to his or their knowledge concerning the affairs of the Company, its Subsidiaries or the Business (whether in its/their capacity as a Securityholder or member of the Board of Directors or an advisor), or (ii) the existence or contents of this Agreement and/or any related discussions or documentation dealing with the equity investment of the Co-Investor in the Company, unless required to do so by law or by the regulations of any relevant stock exchange or following the prior written consent of the Lux Sarl. Each of the Lux Sarl, the Company and the Bain Investors undertake to each Poma Investor that it (and its Affiliates) will not, without the prior written consent of each Poma Investor, disclose to any Person who is not an officer, director, employee, advisor or agent of a Bain Investor (or any Affiliate thereof) any details relating to such Poma Investor investment in Lux Topco or its holding of Securities unless required to do so pursuant to the terms of the governing documents of a Bain Investor (or Affiliate thereof) or by law or regulation or the ruls of any relevant stock exchange.
25. Arbitration Any disputes arising hereunder shall be referred to and finally resolved either by (x) an ad hoc arbitration procedure approved by the parties or, if an agreement as to an ad hoc procedure cannot be reached, then (y) arbitration in accordance with the Rules (the “ Rules ”) of the London Court of International Arbitration (“ LCIA ”), which Rules are deemed to be incorporated by reference into this Section 25 , except as expressly modified by this Section 25 . Before an arbitration pursuant to this provision has been convened, any party may seek interim or provisional relief from the English courts, which shall have exclusive jurisdiction in respect of any such interim or provisional relief. Such interim or provisional relief may subsequently be vacated, continued or modified by the arbitrator on the application of any party. Furthermore, the following provisions shall apply in respect of any arbitration proceedings conducted pursuant to this Section 25 :
(a) there shall be one (1) arbitrator, the selection of which shall be by mutual agreement between the parties. If, however, the parties are unable to agree on the selection of the arbitrator within thirty (30) days after the commencement of the arbitration, then the selection of the arbitrator shall be made by the LCIA;
(b) the place of the arbitration shall be London, England;
(c) the language of the arbitration shall be English;
(d) the arbitrator shall determine the allocation of expenses of the arbitral proceedings amongst the parties;
 
19

(e) the arbitrator shall have the authority to award all forms of relief determined to be just and equitable; provided that the arbitrator shall have no authority to award punitive or exemplary damages, or any other monetary damages not measured by the prevailing party’s actual damages; and
(f) any arbitral award rendered pursuant to this provision shall be final and binding on the parties and may be enforced in any court of competent jurisdiction.
26. Governing Law This Agreement is governed by, and shall be construed exclusively in accordance with, the laws of England.
27. Costs Each party shall bear its own costs and expenses in relation to the negotiations leading up to the execution of this Agreement and the preparation, execution and carrying into effect of the agreements and instruments documenting the transactions contemplated hereby.
28. Supremacy In the event of any conflict between this Agreement and the Articles and any other terms and conditions attaching to any Securities the terms of this Agreement shall prevail and the parties shall procure that the Articles or the terms and conditions of such Securities (as applicable) shall be amended to such extent as may be necessary in order to remove such conflict and subject to applicable law in order to align them with the provisions of this Agreement.
29. Descriptive Headings The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.
30. No Strict Construction The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party.
31. Delivery by Facsimile or e-mail This Agreement, the agreements referred to herein, and each other agreement or instrument entered into in connection herewith or therewith or contemplated hereby or thereby, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine or e-mail, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. As the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of a facsimile machine or e-mail to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or e-mail as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.
32. Assignment . No Co-Investor may assign any of its rights or obligations under this Agreement to any Person other than an Affiliate of such Co-Investor without the prior written consent of the Lux Sarl.
33. Co-Investors’ Representative .
(a) Each Co-Investor hereby appoints Alejandro Poma (the “ Co-Investor Representative ”) as its representative and attorney with irrevocable authority to:
(i) agree, vary or waive any matter on behalf of the Co-Investors (including making any amendment to this Agreement); or
 
20

(ii) make any request, election, proposals or consent or give any notice expressed to be made on behalf of the Co-Investors to the Company, the Lux Sarl, the Bain Investors or any other Securityholder,
in connection with this Agreement, the Articles and all other terms and conditions attaching to the Securities.
(b) A majority of the Co-Investors (as determined by reference to the number of Securities held by them) are entitled by written notice to the Lux Sarl to remove the Co-Investor Representative and to appoint in its place another Person that is an Affiliate of a Co-Investor.
34. Termination.
(a) This Agreement (other than Sections 1 and 16 to 33 (inclusive)) shall terminate and each party’s rights and obligations under this Agreement shall immediately cease upon:
(i) the mutual written agreement of the Lux Sarl, the Company, the Bain Investors and the Co-Investor Representative;
(ii) a Public Sale, if so required by the Bain Investors in writing delivered to the Company, the Lux Sarl and the Co-Investor Representative; or
(iii) the consummation of a Final Exit.
Notwithstanding the foregoing sentence, termination shall not affect a party’s accrued rights and obligations as at the date of termination.
(b) A party shall cease to be a party to this Agreement for the purpose of receiving benefits and enforcing its rights hereunder with effect from the date it ceases to hold or beneficially own any Securities. Notwithstanding the foregoing sentence, termination shall not affect a party’s accrued rights and obligations as at such date of cessation.
*    *    *    *    *
 
21

IN WITNESS WHEREOF, this Subscription and Securityholder Agreement has been executed as of the date first written above.

Bain Capital Fund X, L.P.	
By: Bain Capital Partners X, L.P.
its general partner	
By: Bain Capital Investors, LLC
its general partner	
	
/s/ Luca Bassi	
By:	 	Luca Bassi	
Title:	 	Managing Director	

Bain Capital Europe Fund III, L.P.	
By: Bain Capital Partners Europe III, L.P.
its general partner	
By: Bain Capital Investors, LLC
its general partner	
	
/s/ Luca Bassi	
By:	 	Luca Bassi	
Title:	 	Managing Director	

BC Luxco S.à r.l.	
	
/s/ Jay Corrigan	
By:	 	Jay Corrigan	
Title:	 	Manager	
	
/s/ A. Vasseur	
By:	 	A. Vasseur	
Title:	 	Manager	
 
22

			
BC Luxco Topco S.C.A	
By: BC Luxco S. à r.l.
its sole manager	
	
/s/ Jay Corrigan	
By:	 	Jay Corrigan	
Title:	 	Manager	
	
/s/ A. Vasseur	
By:	 	A. Vasseur	
Title:	 	Manager	
	
Barcel Corporation	
	
/s/ Rodolfo E. Pita	
By:	 	Rodolfo E. Pita	
Title:	 	Director/Secretary	
 
23

SCHEDULE 1
PART A: SCHEDULE OF INVESTORS

Investor	  	Registered Address	  	Number of Investor
Securities	  	Subscription Price
(EUR)	 	
Bain Capital Europe Fund III, L.P.	  	c/o Walkers SPV Limited,
Walker House
Mary Street
George Town
Grand Cayman KY1-9002
Cayman Islands	  	42,417,596 Class A1 Shares	  	 	424,175.96	  	
	  		  	 
42,417,596 Class A2 Shares	  	 
 	 
424,175.96	 

5,413,623,316 CPECs	  	 
 	 
54,136,233.16	 

10,532,619,166 PECs	  	 
 	 
105,326,161.66	 

89,334 AL-PECs	  	 
 	 
893.34	 

Bain Capital Fund X, L.P.	  	 
c/o Walkers SPV Limited,
Walker House
Mary Street
George Town
Grand Cayman KY1-9002 Cayman Islands	  	 
42,295,227 Class A1 Shares	  	 
 	 
422,952.27	 

42,295,227 Class A2 Shares	  	 
 	 
422,952.27	 

5,398,792,410 CPECs	  	 
 	 
53,987,924.10	 

10,503,764,504 PECs	  	 
 	 
105,037,645.04	 

89,090 AL-PECs	  	 
 	 
890.90	 

Barcel Corporation	  		  	 
2,078,830 Class A1 Shares	  	 
 	 
20,788.30	 

2,078,830 Class A2 Shares	  	 
 	 
20,788.30	 

251,950,048 CPECs	  	 
 	 
2,519500.48	 

490,188,134 PECs	  	 
 	 
4,901,881.34	 

4,158 AL-PECs	  	 
 	 
41.58	 

24

PART B: COMPANY DETAILS
Name of company: BC Luxco Topco S.C.A
Date of incorporation: 27 November 2012
Place of incorporation: Grand Duchy of Luxembourg
Registered office: 9A, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg
Directors: Jay Corrigan, Melissa Bethel, Aurelien Vasseur and Ailbhe Jennings
Issued Securities:

Name of Securityholder	  	Type of Security	  	Number of Securities	 	  	Subscription Price
(EUR)	 	
				
Bain Capital Europe Fund III, L.P.	  	Class A1 Shares	  	 	2,250,000	  	  	 	45,000.00	  	
	  	 
Class A2 Shares	  	 
 	 
2,250,000	 

Bain Capital Fund X, L.P.	  	 
Class A1 Shares	  	 
 	 
2,250,000	 
  	  	 	45,000.00	  	
	  	 
Class A2 Shares	  	 
 	 
2,250,000	 

BC Luxco S.à r.l.	  	 
Management Shares	  	 	100	  	  	 	1.00	  	
 
25

SCHEDULE 2
DEED OF ADHERENCE
THIS DEED is made the      day of [        ] 20[    ] by [                    ] of [                    ]
WHEREAS:
 
(A)	On [ the date of issue or transfer of Securities ] [    ] of [                ] (the “ New Securityholder ”) [acquired/was issued] from [                    ] (the “ Transferor ” / “ Company ”): (i) [    ] Class A Shares of EUR 0.01 each (collectively, the “ Securities ”) in the capital of BC Luxco Topco S.C.A. a société en commandite par actions organized and existing under the laws of the Grand Duchy of Luxembourg having its registered office at 9A, rue Gabriel Lippmann, L-5365 Munsbach, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies’ Register (the “ Company ”) at an aggregate purchase/subscription price of EUR [        ].	
 
(B)	This agreement is entered into in compliance with the terms of Section 4(d) of a subscription and securityholders agreement dated              2012 made between the Company, the Lux Sarl and the Investors (each as defined therein) (which agreement is herein referred to as the “ Agreement ”).	
NOW THEREFORE IT IS HEREBY AGREED as follows:
 
1.	The New Securityholder hereby agrees to be bound by the Agreement in all respects as if the New Securityholder were an original party to the Agreement and to perform:	
 
 	(a)	All the obligations of [a Poma Investor // Co-Investor // Bain Investor] in that capacity thereunder; and	
 
 	(b)	All the obligations expressed to be imposed on such a party to the Agreement;	
in both cases, to be performed on or after the date hereof.
 
2.	The transfer of the Securities to the New Securityholder was made pursuant to Article [            ] of the Articles. The New Securityholder hereby undertakes and covenants to forthwith re-transfer the Securities back to the Transferor if the grounds upon which such transfer was permitted cease to exist.	
 
3.	This Agreement is made for the benefit of:	
 
 	(a)	the original and current parties to the Agreement; and	
 
 	(b)	any other person or persons who may after the date of the Agreement (and whether or not prior to or after the date hereof) assume any rights or obligations under the Agreement and be permitted to do so by the terms thereof:	
and this Deed shall be irrevocable without the consent of the Company for so long as the New Securityholder directly or indirectly holds any Securities in the capital of the Company.
 
26

4.	Words and expressions defined in the Agreement shall bear the same meanings herein (unless the context otherwise requires).	
 
5.	This Agreement shall be governed by and shall be construed in accordance with the laws of England. Any disputes arising hereunder shall be referred to arbitration in accordance with the provisions of Section 25 of the Agreement.	
IN WITNESS WHEREOF this Deed of Adherence is executed as a deed on the date and year first above written.

[                    ]	

	
in the presence of:	

	
Witness	

	
Name	
 
27

SCHEDULE 3
FORM OF POWER OF ATTORNEY
THIS POWER OF ATTORNEY is made on [    ] [        ] 2012 by [ Co-Investor ] (the Principal) .
WHEREAS
The Principal has entered into a Subscription and Securityholder’s Agreement dated [    ] December 2012 (the Agreement) which provides, inter alia, for the execution by each Co-Investor of a power of attorney to BC Luxco Topco S.C.A. (the Company) in the form of this Power of Attorney. Capitalised terms in this Power of Attorney shall have the same meaning as in the Agreement.
NOW THIS POWER OF ATTORNEY WITNESSES as follows:
1. The Principal hereby irrevocably and unconditionally (and by way of security for the performance of its obligations under the Agreement) appoints Lux Sarl as its attorney to execute, acknowledge, verify, swear to, deliver, record and file, in his/her/its name or otherwise and on its behalf all instruments, documents and certificates and carry out any action which may be (i) necessary to effect any mandatory transfers or exchanges of the Principal’s Securities, if such mandatory transfers or exchanges are required pursuant to Section 6, Section 8 or Section of the Agreement or the Articles (“ Relevant Provisions ”) or (ii) determined by Lux Sarl to be necessary or appropriate in connection with the Relevant Provisions, save that, such power of Lux Sarl shall not be exercised without the prior written consent of the Principal, if the exercise of such powers (x) adversely affects the rights of the Principal under the Agreement and/or the Articles, or (y) extends or increases any financial obligation or liability to which the Principal may be subject, in his/her capacity as a holder of such Securities.
2. The appointment contained in clause 1 hereof shall in all circumstances remain in force and be irrevocable until such time as the Principal ceases to hold Securities, but shall be of no further effect after that date.
3. The Attorney may from time to time on such terms as it thinks fit delegate to an agent the exercise of any power conferred by this Power of Attorney (other than the power conferred by this clause 3) and may act concurrently with such agent.
4. This Power of Attorney shall be governed by and construed in accordance with the laws of England.
IN WITNESS whereof the Principal has executed this Power of Attorney as a Deed the day and year first before written.
 
28

			
EXECUTED by [PRINCIPAL]
 
EXECUTED as a DEED by        )
[Name of principal]        )
acting by            )
[Name of Authorised Signatory] [and        )
[Name of Authorised Signatory] )]
being [a] person[s] who, in accordance      )
with the laws of the territory in which the            )
company is incorporated [is // are]             )
acting under the authority of [name of principal] )	  	                                                                           	
	  	Authorised Signatory	
		
	  	[                                                                           ]	
	  	[Authorised Signatory]	

CONFIDENTIAL TREATMENT REQUESTED
UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83
AND 230.406.
[*****] INDICATES OMITTED MATERIAL THAT IS
THE SUBJECT OF A CONFIDENTIAL TREATMENT
REQUEST
FILED SEPARATELY WITH THE COMMISSION.
THE OMITTED MATERIAL HAS BEEN FILED
SEPARATELY WITH THE COMMISSION.
Exhibit 10.6
EXECUTION VERSION

 
MASTER SERVICES AGREEMENT
between
BC LUXCO 1
and
TELEFÓNICA S.A.
Dated as of 11 December, 2012

 

EXECUTION VERSION
 
TABLE OF CONTENTS

ARTICLE I EFFECTIVE TIME AND EXISTING MASTER AGREEMENT	  	 	2	  	
			
Section 1.1	 	Effective Time	  	 	2	  	
Section 1.2	 	Termination of the Existing Master Agreement	  	 	2	  	
		
ARTICLE II PROVIDER PREFERENCE	  	 	3	  	
		
ARTICLE III MINIMUM REVENUES	  	 	4	  	
			
Section 3.1	 	Minimum Revenue Thresholds	  	 	4	  	
Section 3.2	 	Calculation Principles	  	 	6	  	
Section 3.3	 	Notification of the Annual Revenue Amounts	  	 	8	  	
Section 3.4	 	Quarterly Committee	  	 	8	  	
Section 3.5	 	Meetings of the Quarterly Committee	  	 	9	  	
Section 3.6	 	Approved Alternative Supplier Revenue	  	 	10	  	
Section 3.7	 	Disputes and Deadlocks	  	 	11	  	
Section 3.8	 	Minimum Revenues and Adjustment Payment	  	 	11	  	
Section 3.9	 	Balancing AIR Amount Payment	  	 	12	  	
		
ARTICLE IV SERVICE CONTRACTS	  	 	12	  	
		
ARTICLE V PAYMENT TERMS	  	 	12	  	
		
ARTICLE VI QUALITY METRICS AND CHANGE IN INDUSTRY	  	 	13	  	
			
Section 6.1	 	Quality Metrics in QM Contracts	  	 	13	  	
Section 6.2	 	Material Change in Industry	  	 	14	  	
		
ARTICLE VII RECIPROCITY	  	 	14	  	
		
ARTICLE VIII CONFIDENTIALITY	  	 	15	  	
			
Section 8.1	 	Confidential Information	  	 	15	  	
Section 8.2	 	Exceptions	  	 	15	  	
Section 8.3	 	Additional Responsibilities	  	 	17	  	
		
ARTICLE IX PUBLIC ANNOUNCEMENTS	  	 	17	  	
			
Section 9.1	 	Public Announcements	  	 	17	  	
		
ARTICLE X WARRANTIES	  	 	18	  	
			
Section 10.1	 	Warranties	  	 	18	  	
 
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ARTICLE XI TERMINATION	  	 	18	  	
			
Section 11.1	 	Termination	  	 	18	  	
Section 11.2	 	Change of Control	  	 	18	  	
Section 11.3	 	Consequences of Termination.	  	 	18	  	
Section 11.4	 	Survival	  	 	19	  	
		
ARTICLE XII MISCELLANEOUS	  	 	19	  	
			
Section 12.1	 	Assignment and Sub-contracting	  	 	19	  	
Section 12.2	 	Third Parties.	  	 	19	  	
Section 12.3	 	Relationship of the Parties	  	 	20	  	
Section 12.4	 	Governing Law and Jurisdiction	  	 	20	  	
Section 12.5	 	Entire Agreement	  	 	20	  	
Section 12.6	 	Notices	  	 	21	  	
Section 12.7	 	Severability	  	 	22	  	
Section 12.8	 	Interpretation	  	 	23	  	
Section 12.9	 	Gross Up	  	 	24	  	
Section 12.10	 	Costs and Expenses	  	 	24	  	
Section 12.11	 	Descriptive Headings	  	 	24	  	
Section 12.12	 	Definitions	  	 	24	  	
		
SCHEDULE 1 Service Contracts	  	 	33	  	
		
SCHEDULE 2 2012 Minimum Revenue Threshold	  	 	34	  	
		
SCHEDULE 3	  	 	35	  	
		
Adjustment Payment	  	 	35	  	
		
SCHEDULE 4	  	 	38	  	
		
Worked Example of the Adjustment Payment Calculation Mechanic	  	 	38	  	
 
ii

This MASTER SERVICES AGREEMENT, is made as of 11 December, 2012
BETWEEN:
1. BC LUXCO 1, a société anonyme organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 9a, rue Gabriel Lippmann, L-5365 Munsbach, registered with the Luxembourg trade and companies register under number B 170 329 (the “ Provider ”); and
2. TELEFÓNICA S.A. , a company duly incorporated and in existence in accordance with the laws of the Kingdom of Spain, with Spanish Tax Identification Number (CIF) A-28.015.865 and registered office in Calle Gran Vía, nº 28, Madrid, represented by Mr. Manuel Crespo de la Mata, of age, duly empowered to act by virtue of the authority granted by the notarial deed dated 12 December 2008 (the “ Recipient ” and together with the Provider, the “Parties”).
WHEREAS:
(A) At the Effective Time, and upon satisfaction or waiver of the relevant conditions precedent, the Provider, among other parties, will acquire, directly or indirectly the Assets (as the term is defined in the sale and purchase agreement governing such acquisition dated 11 October 2012 (the “ SPA ”)) and certain of the subsidiaries of Atento Inversiones y Teleservicios, S.A.U., whose main activity consists of rendering outsourcing customer and business process outsourcing services.
(B) Certain of the Recipient Group Companies and the Provider Group Companies are parties to the Service Contracts.
(C) Atento Inversiones y Teleservicios, S.A.U. and the Recipient are parties to that certain master agreement dated May 8, 2007, as amended and in effect from time to time, regulating several matters in relation to the provision of Outsourced Services to the Recipient Group Companies as set out in further detail in the relevant Service Contracts (the “ Existing Master Agreement ”).
(D) With effect from the Effective Time, the Recipient wishes for the Recipient Group Companies to continue to be provided with certain Outsourced Services.
(E) The Parties wish to enter into this Agreement in order to strengthen and deepen their existing commercial relationship and explore mutually beneficial opportunities for Provider to grow within the Recipient Group Companies over the life of this Agreement, engaging in a spirit of cooperation through the fulfillment of each other’s obligations earnestly and in good faith.
 
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EXECUTION VERSION
 
NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements set forth herein, the Parties, intending to be legally bound hereby, agree as follows:
ARTICLE I
EFFECTIVE TIME AND EXISTING MASTER AGREEMENT
Section 1.1 Effective Time . The Parties agree that this Agreement shall become effective on and from the Effective Time .
Section 1.2 Termination of the Existing Master Agreement .
(a) The Recipient, on the one hand, and the Provider, on the other hand, each agree that, with effect from the Effective Time but subject to the remainder of this ARTICLE I the Existing Master Agreement shall be terminated without liability to any party thereto, shall have no further force or effect and shall be replaced in its entirety by this Agreement. Each Party (on its own behalf and for and on behalf of its Affiliates) hereby absolutely, unconditionally and forever remises, releases, acquits, satisfies and discharges the other Party and all of its respective directors, officers, advisors, agents, employees, shareholders, parent and subsidiary corporations, predecessors, successors and Affiliates (collectively, the “ Released Parties ”), from any and all rights, claims, demands, damages, debts, liabilities, accounts, covenants, rights to indemnification, liens, attorneys’ fees, costs, expenses, actions and causes of action of every kind and nature whatsoever, now known or unknown, suspected or unsuspected, in law or in equity, which the Party owns or holds, or at any time heretofore has ever had, owned or held, or may hereafter have, own or hold, based upon, related to or arising out of or otherwise existing in connection with the Existing Master Agreement but excluding any claims and/or liabilities for the provision of or the payment for the Outsourced Services (the “ Released Claims ”). Each Party (on its own behalf and for and on behalf of is Affiliates), subject to the remainder of this ARTICLE I , hereby irrevocably waives the right to institute or participate in any suit or action, at law or in equity, against the Released Parties, by reason of, or based upon, any such Released Claims.
(b) Notwithstanding the foregoing:
(i) the Service Contracts in force and effect as of the Effective Time and entered into in accordance with the Existing Master Agreement shall remain in full force and effect in accordance with the terms and conditions set forth therein; and
(ii) the Existing Master Agreement shall remain in full force and effect to the extent required for the proper performance of each such relevant Service Contract in accordance with its terms (provided that, in the event of any inconsistency between the terms of the Existing Master Agreement and this Agreement, the terms of this Agreement shall prevail), and the release in Section 1.2(a) shall not extend to any rights, obligations and/or liabilities of any party to such Service Contract which continue or arise as a result of the continued performance of any such Service Contract.
(c) The Parties, in connection with such Service Contracts, agree that the standard terms applicable to them will be those set forth in the relevant Service Contract executed by the Provider Group Companies and the Recipient Group Companies, save as may otherwise be provided in this Agreement, in which case the terms set out in this Agreement shall
 
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EXECUTION VERSION
 
prevail. Therefore, as between the Parties, the rules contained in the Service Contracts shall not apply in the event, and to the extent, of any conflict or inconsistency with the provisions of this Agreement. For the avoidance of doubt, any clause in any Existing Service Contract by virtue of which the Provider Group Companies are entitled to a right of first refusal, right to match or right to renew any Service Contract on different conditions than those set forth in this Agreement shall be unenforceable.
ARTICLE II
PROVIDER PREFERENCE
Section 2.1 Prior to any Recipient Group Company entering into any binding agreement or arrangement with any Alternative Supplier:
(a) with respect to the renewal of, or expansion of the volume of the services provided under, a Service Contract; or
(b) which involves an expansion into activities that are complimentary or adjacent to the services which a Provider Group Company is providing to the relevant Recipient Group Company at the relevant time ((a) and (b) together referred to as the “ Preferred Services ”),
the Recipient (for itself and on behalf of the relevant Recipient Group Company) shall deliver written notice to the Provider specifying in reasonable detail the material terms and/or specifications of the Preferred Services (including, without limitation, as to timing, pricing and the nature of the services) required by the relevant Recipient Group Company (the “ Outsourcing Notice ”) and shall invite the Provider to discuss the opportunities for the provision of such Preferred Services.
Section 2.2 For a period of [*****] from the date of the Outsourcing Notice (the “ Negotiation Period ”) the Recipient and the Provider shall negotiate in good faith with a view to reaching a mutually acceptable agreement for the provision of the Preferred Services specified in the Outsourcing Notice. During the Negotiation Period the Recipient shall not, and shall procure (save to the extent it is prohibited by law or binding regulation from doing so) that no Recipient Group Company shall, directly or indirectly approach, discuss, negotiate with, or otherwise solicit any offers from any Person other than the Provider for the provision of the Preferred Services specified in the Outsourcing Notice. For the avoidance of doubt, the Recipient Group Companies may, in response to an unsolicited request, offer or approach from any Alternative Supplier with respect to the provision of the Preferred Services, confirm to such Person that they are unable to entertain any such request, offer or approach for the duration of the Negotiation Period and such confirmation and any other inadvertent conversations related thereto shall not constitute a breach of the provisions of this Article II. In the event that the Recipient and the Provider fail to reach an agreement for the provision of the Preferred Services specified in the Outsourcing Notice on or prior to the expiry of the Negotiation Period, the Recipient (or the relevant Recipient Group Company) may seek bids, tenders or offers for the provision of such Preferred Services from Alternative Suppliers pursuant to a valid Tender Process.
 
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EXECUTION VERSION
 
Section 2.3 The relevant Provider Group Company shall submit a bid for any Tender Process if the relevant Provider Group Company has adequate capabilities to provide such Outsourced Services in such Revenue Jurisdiction.
Section 2.4 If the relevant Recipient Group Company has not finally awarded the provision of the Preferred Services included in the Outsourcing Notice to the Alternative Supplier within 180 days from the date of finalization of the Tender Process, the relevant Recipient Group Company shall be required to comply with the provisions of this ARTICLE II again in order to procure the provision of any such Preferred Services.
ARTICLE III
MINIMUM REVENUES
Section 3.1 Minimum Revenue Thresholds . During each calendar year for the duration of this Agreement, the Recipient undertakes to purchase, or otherwise procure the provision of, services from the Provider (or the relevant Provider Group Company) which results in the revenues received by the Provider (when aggregated with the revenues received by each relevant Provider Group Company) from the provision of such services in any jurisdiction (the “ Annual Revenue ”) being equal to or exceeding the following minimum aggregate amounts (each, a “ Minimum Revenue Threshold ”):

Relevant Zone	  	Calendar Year	  	Minimum Revenue Threshold	
Zone 1	  	2012	  	The amount set forth on Schedule 2	
			
	  	Each calendar year 2013 to 2015 (inclusive)	  	In each calendar year the Minimum Revenue Threshold shall be equal to (i) the Minimum Revenue Threshold for the prior calendar year, increased by (ii) the Adjusted Inflation Rate for the current calendar year	
			
	  	2016	  	The Minimum Revenue Threshold for the 2016 calendar year shall be equal to (i) the Minimum Revenue Threshold for the 2015 calendar year, increased by (ii) the Adjusted Inflation Rate for the 2016 calendar year reduced by (iii) 3%	
			
	  	2017	  	The Minimum Revenue Threshold for the 2017 calendar year shall be equal to (i) the Minimum Revenue Threshold for the 2016 calendar year, increased by (ii) CPI for the 2017 calendar (unless the [*****] Contract provides a higher applicable inflation rate, in which event such higher inflation rate shall be applied), reduced by (iii) 4%	
			
	  	2018	  	The Minimum Revenue Threshold for the 2018 calendar year shall be equal to (i) the Minimum Revenue Threshold for the 2017 calendar year, increased by (ii) CPI for the 2018 calendar year (unless the [*****] Contract provides a higher applicable inflation rate, in which (event such higher inflation rate shall be applied), reduced by (iii) 5%	
 
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EXECUTION VERSION

Relevant Zone	  	Calendar Year	  	Minimum Revenue Threshold	
			
	  	Each calendar year 2019 to the year of termination of the Agreement (inclusive)	  	In each calendar year the Minimum Revenue Threshold shall be equal to (i) the Minimum Revenue Threshold for the prior calendar year, increased by (ii) CPI for the relevant calendar year (unless the [*****] Contract provides a higher applicable inflation rate, in which event such higher inflation rate shall be applied), reduced by (iii) 6%	
			
Zone 2	  	2012	  	The amount set forth on Schedule 2	
			
	  	Each calendar year 2013 to the year 2015 (inclusive)	  	In each calendar year the Minimum Revenue Threshold shall be equal to (i) the Minimum Revenue Threshold for the prior calendar year, increased by (ii) the CPI for the current calendar year	
			
	  	2016	  	The Minimum Revenue Threshold for the 2016 calendar year shall be equal to (i) the Minimum Revenue Threshold for the 2015 calendar year, increased by (ii) the CPI for the 2016 calendar year, reduced by (iii) 3%	
			
	  	2017	  	The Minimum Revenue Threshold for the 2017 calendar year shall be equal to (i) the Minimum Revenue Threshold for the 2016 calendar year, increased by (ii) the CPI for the 2017 calendar year, reduced by (iii) 4%	
			
	  	2018	  	The Minimum Revenue Threshold for the 2018 calendar year shall be equal to (i) the Minimum Revenue Threshold for the 2017 calendar year, increased by (ii) the CPI for the 2018 calendar year, reduced by (iii) 5%	
			
	  	Each calendar year 2019 to the year of termination of the Agreement (inclusive)	  	In each calendar year the Minimum Revenue Threshold shall be equal to (i) the Minimum Revenue Threshold for the prior calendar year, increased by (ii) the CPI for the current calendar year, reduced by (iii) 6%	
			
Zone 3	  	2012	  	The amount set forth on Schedule 2	
			
	  	Each calendar year 2013 to the year of termination of the Agreement (inclusive)	  	In each calendar year the Minimum Revenue Threshold shall be equal to the Minimum Revenue Threshold for the prior calendar year, reduced by (ii) 3%	
provided that the Minimum Revenue Threshold in any calendar year shall (i) not exceed the CRM Amount; and (ii) if applicable, be reduced by the QM Excluded Revenue and the Recipient Group Company Excluded Revenue for the relevant calendar year. For the avoidance of doubt, all services in any jurisdiction (and not merely Outsourced Services in the Revenue Jurisdictions) which the Recipient purchases, or otherwise procures the provision of, from the Provider or the relevant Provider Group Company shall be included in Annual Revenue.
 
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EXECUTION VERSION
 
Section 3.2 Calculation Principles . The Parties shall use the following principles and procedures for the purposes of calculating the Annual Revenues and the Minimum Revenue Thresholds:
(a) all or any portion of the Annual Revenues in the relevant Revenue Jurisdiction in the relevant calendar year and the Accumulated Carryforward Excess, if any, may, at the written request of the Recipient at any time following the determination of the Annual Revenues in each relevant Revenue Jurisdiction for that calendar year, be notionally allocated to a different Revenue Jurisdiction solely for the purposes of calculating any Adjustment Payment for that calendar year (if any) due in accordance with the provisions of Schedule 3 hereof, provided that nothing in this Section 3.2(a) shall affect: (i) the Minimum Revenue Thresholds applicable with respect to any Zone or the Revenue Jurisdictions within a Zone, or (ii) the application of the proviso in Schedule 3 . For this purpose, all currency conversions shall use the average exchange rate for the applicable month published by Bloomberg L.P. (or its successor);
(b) the Annual Revenue for each Revenue Jurisdiction within a Zone shall be extracted from the audited profit and loss accounts contained in the financial statements for each Provider Group Company in that Revenue Jurisdiction that is a party to a Service Contract, provided that the auditor auditing such profit and loss accounts contained in the financial statements is one of PriceWaterhouseCoopers, Deloitte Touche Tohmatsu, Ernst & Young, KPMG, Duff & Phelps or Grant Thornton;
(c) Annual Revenue shall exclude any Balancing AIR Amount;
(d) in Zone 1 (i) all amounts shall be recorded in Brazilian real, and all amounts expressed or recorded in any currency other than Brazilian real shall be converted to Brazilian real using the average exchange rate for the applicable calendar year published by Bloomberg L.P. (or its successor); and (ii) until such time as the Adjusted Inflation Rate or CPI (as applicable) for a calendar year has been determined, the Parties shall use the Estimated Adjusted Inflation Rate or, where applicable, the Estimated CPI for that calendar year;
(e) in Zone 2 (i) all amounts shall be recorded in the local currency of each relevant Revenue Jurisdiction; and (ii) until such time as the CPI for a calendar year has been determined, the Parties shall use the Estimated CPI for that calendar year;
(f) in Zone 3 all amounts shall be recorded in Euros, and all amounts expressed or recorded in any currency other than Euros shall be converted to Euros using the average exchange rate for the applicable calendar year published by Bloomberg L.P. (or its successor);
(g) in Zone 1 and Zone 2, for purposes of calculating any amount of notional reallocation pursuant to Section 3.2(a) and for purposes of calculating any Accumulated Carryforward Excess, the amount of such notional reallocation or Accumulated Carryforward Excess shall be converted to Euros using the average exchange rate for the relevant calendar year published by Bloomberg L.P. (or its successor);
(h) any Approved Alternative Supplier Revenue generated in a calendar year shall be deemed to constitute Annual Revenue for the purposes of determining whether the Annual Revenue for a relevant Zone reaches the Minimum Revenue Threshold for that Zone in that calendar year and for calculation of the Adjustment Payment;
 
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EXECUTION VERSION
 
(i) The Recipient may, in its sole discretion (pursuant to a disposal of the relevant business and/or a Change of Control of the Recipient Group Company (the “ Sale ”)), discontinue its business in any Revenue Jurisdiction where the Provider is, at the time of such Sale, providing Outsourced Services to it, and nothing set out in this Agreement shall limit such right in any manner. In the event of a Sale, the Minimum Revenue Threshold in the relevant Zone (of which the relevant Revenue Jurisdiction affected by the Sale forms part) shall be reduced if all of the following conditions are satisfied:
(i) the Sale is effected through an IPO or to a third party purchaser;
(ii) the term of each relevant Service Contract in force at the time of the Sale which is affected by the Sale is extended so that it is no less than the term of this Agreement (the “ Extended Service Contract(s) ”); and
(iii) the counterparty to each such Extended Service Contract does not otherwise have the contractual right to terminate such Extended Service Contract prior to the expiry of its term (as extended in accordance with this Section 3.2(i) ), other than as a result of a breach by the Provider Group Company which is a party to such Extended Service Contract but only to the extent such breach is a termination event under such Extended Service Contract.
If all of the above conditions are satisfied, then the Minimum Revenue Threshold in the relevant Zone (of which the relevant Revenue Jurisdiction affected by the Sale forms part) shall be reduced by an amount equal to the Recipient Group Company Excluded Revenue for that Revenue Jurisdiction. The Parties agree that, in the event of a Sale not complying with all the conditions set forth in (i) to (iii) above, any revenue received by the relevant Provider Group Company from the Recipient Group Company being sold pursuant to such Sale and its subsidiaries shall continue to be considered for the calculation of the Minimum Revenue Threshold in such relevant Zone;
(j) In the event that a Service Contract with a Provider Group Company is terminated as a consequence of a material breach by the Provider Group Company (other than a termination pursuant to a change of control arising from the transactions contemplated by the SPA), a downward adjustment shall be made to the Minimum Revenue Threshold in an amount equal to the lesser of: (x) the estimated revenues that would have been generated until the expiry of the current term of the relevant Service Contract, and (y) the estimated revenues for the 12 months following the termination date of the relevant Service Contract as a consequence of such breach. The amount of estimated revenues shall be calculated by projecting the revenues generated from that Service Contract in the preceding calendar year (or any portion thereof);
 
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EXECUTION VERSION
 
(k) In the event of a reduction in a Provider Group Company revenues or in the event of penalties, in either case, as a result of breach of contract, non-achievement of service level agreements, poor performance or similar provisions of each Service Contract assessed and applied on a basis consistent with past practice (together, the “ Penalties ”), if such Penalties incurred by the Provider Group Companies in any relevant calendar year as a percentage of the revenues in that calendar year (the “ Relevant Year Penalty Percentage ”) exceed the 2012 Penalty Percentage, then the Minimum Revenue Threshold for that Revenue Jurisdiction for that calendar year shall be reduced by a sum equal to the product of (i) the amount by which the Relevant Year Penalty Percentage exceeds the 2012 Penalty Percentage and (ii) the revenues for that Revenue Jurisdiction for that calendar year;
(l) In the event of a Change of Control of a Provider Group Company, if the new controlling entity of such Provider Group Company is a Telefónica Competitor, a downward adjustment shall be made to the Minimum Revenue Threshold for all subsequent years in an amount equal to the amount set forth in Schedule 2 (as adjusted for the relevant calendar year) in relation to the Revenue Jurisdiction where such Provider Group Company operates; and
(m) If a Provider Group Company in a relevant Revenue Jurisdiction:
(i) ceases to operate in such Revenue Jurisdiction; or
(ii) ceases to be controlled directly or indirectly by the Provider or any of its Affiliates (except in the event of a sale of all or substantially all of the Provider Group Companies to a single purchaser); or
(iii) reduces its capability to provide Outsourced Services in such Revenue Jurisdiction to less than 50% of its capability as at the Effective Time (and for determining whether such a reduction has occurred, account may be taken of both such Outsourced Services which are provided from within or, subject to maintaining a local presence in the relevant Revenue Jurisdiction, from outside the relevant Revenue Jurisdiction),
then a downward adjustment shall be made to the Minimum Revenue Threshold for all subsequent years in an amount equal to the amount set forth in Schedule 2 (as adjusted for the relevant calendar year in which such cessation or reduction occurs) in relation to the Revenue Jurisdiction where such Provider Group Company operates.
Section 3.3 Notification of the Annual Revenue Amounts. Within a period of 30 days from the end of each financial quarter of the Provider during the term of this Agreement, the Provider shall deliver to the Recipient written notice setting out its good faith calculation of the Annual Revenue in each Revenue Jurisdiction within a Zone for the period ended as at the quarter-end date supported by reasonable evidence for the basis of any such calculations (the “ Calculation Notice ”).
Section 3.4 Quarterly Committee. A meeting of the quarterly committee comprising of (i) up to three representatives of the senior management of each of the Provider (including the Chief Executive Officer) and the Recipient (including the Director of Global Services) and (ii) any observers and advisors which both parties may agree in writing (provided always that such observers and advisors shall have no vote and shall not be counted for the purposes of quorum) (the “ Quarterly Committee ”) shall be convened:
(a) within 15 days of the delivery of the Calculation Notice to approve the figures presented in the Calculation Notice; and
 
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EXECUTION VERSION
 
(b) on a quarterly basis commencing on Friday 25 January 2013 and thereafter every third Friday in April, July and October to evaluate and review, amongst other things: (i) the calculation of the Annual Revenues, the Minimum Revenue Thresholds, the CRM Amount and any figures required for the calculation of any of the foregoing, (ii) how the figures presented in the Calculation Notice compare to the applicable Minimum Revenue Thresholds, (iii) whether any Adjustment Payment will become due (and the amount of any such payment) or any other balancing payments under this Agreement pursuant thereto, and (iv) any other matters raised for discussion; or
(c) upon at least 10 Business Days’ prior written request from either Party.
At the first meeting of the Quarterly Committee in any calendar year, the Quarterly Committee shall agree the Estimated Adjusted Inflation Rate and (if applicable) the Estimated CPI for that calendar year; notwithstanding the provisions of Section 3.7 , in the event that the Quarterly Committee is, for any reason, unable to agree the Estimated Adjusted Inflation Rate and (if applicable) the Estimated CPI for that calendar year at such meeting, the Adjusted Inflation Rate and (if applicable) the CPI for the immediately preceding calendar year shall be deemed the Estimated Adjusted Inflation Rate and the CPI, respectively, for the calendar year. At the first meeting of the Quarterly Committee following the publication by the relevant authority in the relevant Revenue Jurisdiction as set forth in Schedule 5 of the final figures required to calculate the Adjusted Inflation Rate and (if applicable) the CPI for the immediately preceding calendar year, the Quarterly Committee shall determine the Adjusted Inflation Rate and/or the CPI for that immediately preceding calendar year and shall calculate the Balancing AIR Amount (if any) to be paid in respect of that immediately preceding calendar year.
Section 3.5 Meetings of the Quarterly Committee. The Provider and the Recipient may appoint, remove and replace their appointees to the Quarterly Committee on written notice to the other. Meetings of the Quarterly Committee shall be convened by giving written notice to each member of the committee at the e-mail address, fax number or physical address specified by the member for such purpose, which notice must include the proposed date and time of the meeting and where the meeting is to take place (or, if it is anticipated that the members participating in the meeting will not be in the same place, how it is proposed they should communicate with each other during the meeting). A member may waive his entitlement to notice of a meeting either prospectively or retrospectively and, where he does so, the validity of the meeting or any business conducted at it shall not be called into question on the grounds that notice was not given to the member. Members may participate in meetings of the Quarterly Committee by way of any communication equipment that allows each participant to hear all of the other participants and to speak to all other participants simultaneously. The quorum for any meetings of the Quarterly Committee shall be at least two members, one of whom must have been appointed by the Provider and one of whom must have been appointed by the Recipient. If the quorum is not present within 60 minutes of the time specified for the relevant Quarterly Committee meeting, then the meeting shall be adjourned for five Business Days to the same time and place and the quorum for any such adjourned meeting shall be any two members present at
 
9

EXECUTION VERSION
 
such adjourned meeting, provided that at least one of the members is a person appointed by the Recipient and one member is a person appointed by the Provider. Each member of the Quarterly Committee shall have one vote and decisions of the Quarterly Committee shall be taken by a simple majority provided that at least one member appointed by the Provider and one member appointed by the Recipient voted in favor of the proposal. Subject to the foregoing, the members of the Quarterly Committee may regulate their decision making process as they see fit. The Quarterly Committee shall keep minutes of all its meetings for at least three years from the date of the meeting.
Section 3.6 Approved Alternative Supplier Revenue .
(a) For the purposes of this Agreement, the pro rata portion of the revenue generated in a relevant calendar year from an agreement that is entered into between the Recipient (or the relevant Recipient Group Company) and an Alternative Supplier in the relevant Zone pursuant to a valid Tender Process shall constitute “ Approved Alternative Supplier Revenue ” for the relevant calendar year only if (i) a Provider Group Company and at least two Approved Competitors participated in such Tender Process, (ii) the price for such Outsourced Services included in the Provider offer submitted during the Tender Process exceeded the highest price in any offer from an Alternative Supplier with respect to the provision of the Outsourced Services made pursuant to such Tender Process by more than [*****], and (iii) the agreement to provide such Outsourced Services pursuant to the Tender Process was awarded to and entered into by one of the Approved Competitors who participated in such Tender Process.
(b) In addition, if the relevant Provider Group Company fails to submit a bid in a valid Tender Process as required by Section 2.3 , then the first 12 months’ revenue generated from the agreement entered into between the relevant Recipient Group Company and the Approved Competitor who is the successful bidder pursuant to such Tender Process shall constitute “ Approved Alternative Supplier Revenue ”.
(c) The Recipient shall notify to the Provider in writing the total revenue obtained by the Approved Competitor, as shown in the Recipient Group Company’s procurement systems and documentation. Within fifteen days (15) of the receipt of such notification, the Provider is entitled to require the auditor of the relevant Recipient Group Company (whose costs and expenses shall be borne by the Recipient and the Provider in equal proportions) to verify the amounts effectively invoiced to the Recipient Group Company by the Approved Competitor. If the Provider disputes any amount confirmed by the auditor of the relevant Recipient Group Company pursuant to the preceding sentence within fifteen days (15) of the receipt of the confirmation by the auditor, the Provider may refer such verification to the Expert in accordance with the provisions of Section 3.7 . The Recipient shall procure that reasonable access is given to such auditor and/or the Expert to the relevant Recipient Group Company’s books, records and personnel to make its analysis. The amount of Approved Alternative Supplier Revenue calculated by the Expert shall be final and binding among the Parties.
 
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Section 3.7 Disputes and Deadlocks . In the event that a decision of the Quarterly Committee relating to amount of Minimum Revenue Thresholds, the Annual Revenues, the CRM Amount, the Adjustment Payment, whether a Service Contract should be treated as a QM Contract for the purposes of this Agreement or any figures required for the calculation of the foregoing, can not be reached due to a deadlock of votes or for the Quarterly Committee having failed to meet at least twice for lack of quorum, the dispute or matter shall be referred to the Director de Recursos Globales of the Recipient and the Chief Executive Officer of the Provider, who shall discuss and negotiate the matter and/or issue in good faith with a view to finding a resolution. If no resolution of the matter and/or issue has been reached within a period of 15 Business Days, the Recipient and the Provider shall appoint by mutual agreement a Partner of an auditing firm of well-known standing acting as an independent expert (the “ Expert ”). Failing agreement between the Parties on the appointment of the Expert within the period of 3 Business Days, commencing on the end of the aforementioned period of 15 Business Days, either Party may ask a reputable Public Notary qualified in England or Spain of its choice to appoint by lot an expert from a list provided by the parties. In order to form such list, each Party shall nominate two experts who shall be Partners of an international firm of accountants which is not otherwise precluded from acting in such capacity and shall be admitted to practice as auditors in the country where the dispute refers to or, if the dispute refers to several jurisdictions, in Spain. If the Provider and the Recipient are unable to agree on the terms of the appointment of the Expert within five Business Days of receipt of the engagement terms from the Expert, the terms of the Expert’s appointment proposed by the Expert shall apply. The Expert shall be instructed to submit his/her report on the matter and/or issues in dispute within 30 days from the date of referral. The Expert shall act as an expert and not as an arbitrator. The Expert will make his/her determination on the matter/issue referred to him/her in an objective, impartial manner based on inquiry, investigation and other procedures as the Expert, in his/her sole discretion, may deem necessary, but in all cases consistent with the terms of this Agreement. The Expert’s decision on the matter/issue shall be final and binding on the Parties. The costs of the Expert shall be borne by the Parties in such proportions as the Expert, in his sole discretion, determines (failing which, equally by the Parties).
The Parties agree that, if the Expert is required to determine the Annual Revenue for a Revenue Jurisdiction, in the event the Expert determines that the audited profit and loss account contained in the financial statements of a Provider Group Company is not correct, the Expert shall be entitled to amend such profit and loss account only for the purposes of the calculation of the relevant Annual Revenue for a Revenue Jurisdiction.
Section 3.8 Minimum Revenues and Adjustment Payment .
(a) In the event that the aggregate Annual Revenue for all Zones in any calendar year (including, if applicable, any Accumulated Carryforward Excess) is less than the aggregate Minimum Revenue Thresholds for all Zones in that calendar year, the Recipient shall be required to pay to the Provider (or, at the Provider’s option, its designee) in immediately available cleared funds to an account designated by the Provider at least five days prior to the payment due date, an amount which shall be calculated as set forth in Section 3.8(c) (the “ Adjustment Payment ”). For the purposes of calculating the Adjustment Payment, any amounts recorded in a currency other than the Euro shall be notionally converted into Euro using the average exchange rate for the relevant calendar year published by Bloomberg L.P. (or its successor). The Recipient shall pay to the Provider:
(i) the Adjustment Payment (less any amount of the Adjustment Payment which is disputed by the Recipient (if any)) by no later than 45 days after the end of the relevant calendar year to which such Adjustment Payment relates; and
 
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(ii) the disputed portion of the Adjustment Payment (if any) by no later than 45 days after the date when such disputed amount has been determined pursuant to Section 3.7 .
(b) The Adjustment Payment shall be paid by the Recipient or a Recipient Group Company to the Provider (or, at the Provider’s option, its designee) in Euros.
(c) For the purposes of calculating the amount of the Adjustment Payment (if any) which may be due in respect of a calendar year the table set forth on Schedule 3 , and the proviso set forth in Schedule 3 shall apply.
Section 3.9 Balancing AIR Amount Payment . As soon as reasonably practicable (but in any event no later than 30 days) following the determination of the Balancing AIR Amount, the Recipient shall, if the Balancing AIR Amount is positive, and the Provider shall, if the Balancing AIR Amount is negative, make payment of such Balancing AIR Amount to the other in immediately available cleared funds to an account designated by the other at least five days prior to the payment due date.
ARTICLE IV
SERVICE CONTRACTS
Section 4.1 The Recipient shall procure that, for a period of one year from the Effective Time, no Existing Service Contract is amended, varied or otherwise terminated except for: (a) any amendments, variations or terminations which the parties to the relevant Existing Service Contract are required to implement in accordance with the terms thereof, (b) the expiry, termination or modification of the relevant Existing Service Contract is provided for in the relevant Existing Service Contract, and (c) if the relevant Provider Group Company accepts such amendment, variation or modification.
ARTICLE V
PAYMENT TERMS
Section 5.1 In the event that the Weighted Average Term for settlement of outstanding invoices issued by Provider Group Companies to Recipient Group Companies pursuant to the Service Contracts exceeds [*****] from the date of invoice (as supported by reasonable evidence) (the “ Delayed Invoice(s) ”), the Provider shall have the right to notify the Recipient in writing of any such delay in settlement (the “ Delay Notice ”). If such delay in settlement has not been remedied by the first meeting of the Quarterly Committee next following the date of the Delay Notice, the senior management of the Recipient shall use their reasonable best efforts to assist with the payment of the relevant Delayed Invoice(s) by the relevant Recipient Group Companies.
 
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Section 5.2 For the avoidance of doubt, nothing in Section 5.1 shall have the effect of varying the payment terms set forth in the relevant Service Contracts which shall continue to apply in accordance with the terms of the relevant Service Contract and the assistance obligations contained in Section 5.1 shall be in addition to those contained in the relevant Service Contract(s). The Parties further acknowledge and agree that any disputed amounts which remain outstanding past their due date under the relevant Service Contract shall be taken into account for the purposes of calculating the Weighted Average Term.
ARTICLE VI
QUALITY METRICS AND CHANGE IN INDUSTRY
Section 6.1 Quality Metrics in QM Contracts.
(a) In the event that:
(i) at a meeting of the Quarterly Committee, the Recipient representative demonstrates (as supported by reasonable evidence of the Recipient Group Companies) that there has been sustained underperformance on the part a Provider Group Company which is party to a QM Contract relative to the share of expenditure (as revised from time to time) by the Recipient and its Affiliates on Alternative Suppliers under the contracts for the provision of Outsourcing Services which contain Required Quality Metrics; and
(ii) such under performance has not been reasonably remedied by the relevant Provider Group Company by the 75 th day as from the date of the above Quarterly Committee meeting or from the date for which the meeting was convened but not held due to a lack of quorum,
then the revenues which would have been generated by the relevant QM Contract affected by such failure if the Required Quality Metrics had been met during the period in which such underperformance subsists shall constitute “ QM Excluded Revenue ” for the purposes of calculating the Minimum Revenue Threshold pursuant to Section 3.1 and any Adjustment Payment. For the avoidance of doubt, the adjustments in respect of the QM Excluded Revenue shall continue to apply only until the earlier of: (A) such time as such failure has been remedied by the relevant Provider Group Company under the provisions of the QM Contract, and (B) the termination of the relevant QM Contract in accordance with its terms.
(b) In addition to the QM Contracts, the Quarterly Committee shall determine whether any Service Contract that is concluded after the Effective Time which contains Required Quality Metrics shall be treated as a QM Contract for the purposes of this Agreement and, accordingly, be subject to the provisions of Section 6.1 above. For the avoidance of doubt, if the Quarterly Committee is unable to agree on such determination, it shall be referred to the Expert for determination and the provisions of Section 3.7 shall apply mutatis mutandi to such determination.
 
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Section 6.2 Material Change in Industry. If after the fifth anniversary of the Effective Time, the nature of the provision of the Outsourced Services in the CRM industry has materially changed, then the Parties shall (upon written notice from either Party (the “ Renegotiation Notice ”)) use reasonable efforts to amend this Agreement to: (i) reflect such new material industry practices and (ii) preserve the same level of the Recipient’s (and or Recipient Group Companies’) profitability as is implied by the Agreement during the four quarters prior to the date of the Renegotiation Notice.
ARTICLE VII
RECIPROCITY
Section 7.1 Prior to any Provider Group Company entering into any binding agreement or arrangement with any Telecom Alternative Supplier:
(a) with respect to the renewal of, or expansion of the volume of the services provided under, a Telecom Services Contract; or
(b) which includes an expansion into activities that are complimentary or adjacent to the Telecom Services which a Recipient Group Company is providing to the relevant Provider Group Company at the relevant time ((a) and (b) together referred to as the “ Preferred Telecom Services ”),
the Provider (for itself and on behalf of the relevant Provider Group Company) shall deliver written notice to the Recipient specifying in reasonable detail the material terms and/or specifications of the Preferred Telecom Services (including, without limitation, as to timing, pricing and the nature of the services) required by the relevant Provider Group Company (the “ Telecom Notice ”) and shall invite the Provider to discuss the opportunities for the provision of such Preferred Telecom Services.
Section 7.2 For a period of 30 days from the date of the Telecom Notice (the “ Negotiation Period ”) the Recipient and the Provider shall negotiate in good faith with a view to reaching a mutually acceptable agreement for the provision of the Preferred Telecom Services specified in the Telecom Notice. During the Negotiation Period the Provider shall not, and shall procure (save to the extent it is prohibited by law or binding regulation from doing so) that no Provider Group Company shall, directly or indirectly approach, discuss, negotiate with, or otherwise solicit any offers from any Person other than the Recipient for the provision of the Preferred Telecom Services specified in the Telecom Notice. For the avoidance of doubt, Provider Group Companies may, in response to an unsolicited request, offer or approach from any Telecom Alternative Supplier with respect to the provision of the Preferred Telecom Services, confirm to such Person that they are unable to entertain any such request, offer or approach for the duration of the Negotiation Period and such confirmation and any other inadvertent conversations related thereto shall not constitute a breach of the provisions of this ARTICLE VII . In the event that the Recipient and the Provider fail to reach an agreement for the provision of the Preferred Telecom Services specified in the Telecom Notice on or prior to the expiry of the Negotiation Period, the Provider (or the relevant Provider Group Company) may seek bids, tenders or offers for the provision of such Preferred Telecom Services from other Persons who are not a Recipient Group Company (each, a “ Telecom Alternative Supplier ”) pursuant to a valid Telecom Tender Process.
 
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Section 7.3 If the relevant Provider Group Company has not finally awarded the provision of the Preferred Telecom Services included in the Telecom Notice to the Telecom Alternative Supplier within 180 days from the date of finalization of the Telecom Tender Process, the relevant Provider Group Company shall be required to comply with the provisions of this ARTICLE VII again in order to procure the provision of any such Preferred Telecom Services.
ARTICLE VIII
CONFIDENTIALITY
Section 8.1 Confidential Information . For purposes of this Agreement, “ Confidential Information ” means, the terms and the existence of this Agreement and, in relation to a Provider Group Company or a Recipient Group Company (as the case may be), any information disclosed by that party (the “ Disclosing Party ”) to a Recipient Group Company (where a Provider Group Company is the Disclosing Party) or to a Provider Group Company (where a Recipient Group Company is the Disclosing Party) (the recipient of the disclosure being referred to herein as the “ Receiving Party ”) pursuant to this Agreement relating to the business, finances, technology, customers or operations of the Disclosing Party. The Receiving Party will: (a) treat as confidential all Confidential Information of the Disclosing Party, (b) not use such Confidential Information except to exercise its rights and perform its obligations under this Agreement, and (c) not disclose such Confidential Information to any third party. Each Party will use at least the same degree of care (and not less than a reasonable degree of care) it uses to prevent the disclosure of its own confidential information of like importance, to prevent the disclosure of the Disclosing Party’s Confidential Information including the execution of confidentiality agreements with its employees, agents, contractors and consultants having access to such Confidential Information. Each Receiving Party will promptly notify the Disclosing Party of any actual or suspected misuse or unauthorised disclosure of the Disclosing Party’s Confidential Information.
Section 8.2 Exceptions .
(a) Confidential Information excludes information that:
(i) was in the public domain at the time it was disclosed or subsequently comes into the public domain through no fault of the Receiving Party, its employees, agents or contractors;
(ii) was already known to the Receiving Party before receipt hereunder (as evidenced by its written records);
(iii) was independently developed by the Receiving Party or on its behalf without any use of the Confidential Information; or
(iv) becomes known to the Receiving Party, without restriction, from a source other than the Disclosing Party; provided that such information was provided (A) under the circumstances of disclosure that the Receiving Party does not have a duty of non-disclosure owed to such third party, (B) to the Receiving Party’s
 
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knowledge, the Disclosing Party’s disclosure does not violate a duty of non-disclosure owed to another, including the Receiving Party, and (C) the disclosure by the third party is not otherwise unlawful.
(b) The Receiving Party may disclose Confidential Information of the Disclosing Party as may be required by applicable Law, regulation or order of a competent authority to be disclosed by the Receiving Party, or as reasonably required to be disclosed to a professional adviser of the Receiving Party, provided that, to the extent practicable and legally permissible in the circumstances, the Receiving Party shall provide the Disclosing Party with prompt prior written notice of the intended disclosure and a reasonable opportunity to challenge the same. The Receiving Party shall use its reasonable endeavours to procure that any competent authority by whom disclosure is required or to whom disclosure is made undertakes: (i) to consult with the Disclosing Party in connection with any application or request for disclosure made to the competent authority by a third party pursuant to any freedom of information legislation, and (ii) to inform the Disclosing Party of the information to be disclosed prior to any such disclosure.
(c) The exceptions to Confidential Information set forth in Section 8.2(a) shall not apply to personally identifiable information accessed and/or held by any Party, unless the Receiving Party can establish, by documentary evidence, that it lawfully received the same personally identifiable information independently from (i) the owner of such personally identifiable information, (ii) a Person to whom such personally identifiable information relates or (iii) a party with the legal authority to provide such personally identifiable information to the Receiving Party on behalf of such Person. As between the Receiving Party and the Disclosing Party, the Receiving Party shall bear all responsibility and liability for the Receiving Party’s disclosure and all other uses of the personally identifiable information which the Receiving Party receives (except to the extent that the Receiving Party is acting with respect to such personally identifiable information, in accordance with the express directions of the Disclosing Party, in which case the Receiving Party’s responsibility and liability shall be determined in accordance with the other provisions of this Agreement). To the extent that the Receiving Party becomes aware of any non-permitted transmittal or disclosure of Confidential Information, the Receiving Party shall use reasonable endeavours to promptly notify the Disclosing Party of such non-permitted transmittal or disclosure of Confidential Information.
(d) Nothing in this Agreement shall be construed to limit or prohibit the Receiving Party from independently creating or developing (or having created or developed for it), or from acquiring from third parties, any information, products, concepts, systems, or techniques that are similar to or compete with the information, products, concepts, systems, or techniques contemplated by or embodied in the Disclosing Party’s Confidential Information; provided that (in connection with such creation, development, or acquisition) the Receiving Party does not violate any of its obligations under this Agreement. Notwithstanding the foregoing in this subsection (d), the Receiving Party shall not, nor assist others to, disassemble, decompile, reverse engineer, or otherwise attempt to recreate, the Disclosing Party’s Confidential Information.
 
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(e) Each of the Parties shall be permitted to disclose the existence and terms of this Agreement and the Service Contracts to which it or any of its Affiliates is either providing or receiving Outsourced Services in connection with a potential acquisition, disposition, financing or other strategic transaction involving the business or assets to which this Agreement relates; provided that such disclosure is (i) made solely to those persons having a reasonable need to know such information, and only to the extent reasonably necessary, for evaluation of such potential transaction, (ii) with respect to financial terms or commercially sensitive information, not to a direct competitor of the other Party and excluding the amount any fees paid to any third party supplier, and (iii) subject to a written confidentiality agreement executed by the Person to whom, or on whose behalf, such information is disclosed and on terms and conditions no less protective of the confidentiality of such information than those contained herein (for purposes of this Section 8.2(e) a confidentiality term of at least two (2) years is sufficient). For the avoidance of doubt, the foregoing in this Section 8.2(e) shall be subject to the terms and conditions of any agreement between the Disclosing Party and any third party who disclosed the applicable confidential information to such Disclosing Party.
Section 8.3 Additional Responsibilities .
(a) Each Party will inform its employees, agents, sub-contractors and consultants having access to Confidential Information of the other Party of the confidentiality provisions hereof, and will diligently enforce such provisions, and will be responsible for actions of such employees, agents, sub-contractors and consultants in this respect.
(b) All Confidential Information transmitted or disclosed hereunder will be and remain the property of the Disclosing Party, and the Receiving Party shall (at the Disclosing Party’s election) promptly destroy or return to the Disclosing Party, as directed by the Disclosing Party, any and all copies thereof upon termination or expiration of this Agreement and/or the applicable Service Contract; except , that (i) the Receiving Party may elect to destroy rather than return copies of the Disclosing Party’s Confidential Information that are commingled or otherwise intertwined with other information not owned by the Disclosing Party and not readily separable from such other information and (ii) the Receiving Party is not obligated to return or destroy copies of Confidential Information that are required to be maintained by applicable Law or regulation or such Party’s business management policies, or that are unreasonably burdensome to separate out from other information for purposes of return or destruction (such as copies thereof commingled with other information in electronic mail archives); provided that, for avoidance of doubt, the Receiving Party is excused by this  Section 8.3(b)(ii) only for so long as the applicable exception to return or destruction under this Section 8.3(b)(ii)  applies, and any such Confidential Information that is maintained by the Disclosing Party otherwise remains subject to the terms and conditions of this Section 8 . Upon the request of the Disclosing Party, the Receiving Party shall certify any such destruction in writing.
ARTICLE IX
PUBLIC ANNOUNCEMENTS
Section 9.1 Public Announcements . Neither Party shall make or issue any announcement or circular in connection with the existence or the subject matter of this Agreement, or cause any such announcement to be made or issued, without the prior written consent of the Provider and the Recipient (except where such announcement is required by applicable Law, regulation or order of a competent authority, in which case the provisions of Section 8.2 shall apply mutatis mutandi ) .
 
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ARTICLE X
WARRANTIES
Section 10.1 Warranties . Each of the Parties represents and warrants that:
(a) it has full power and authority to enter into, deliver and perform its obligations under this Agreement and to execute, deliver and perform its obligations under all other documents to be executed by it pursuant to or in connection with this Agreement;
(b) the obligations of such Party under this Agreement will, when executed, constitute valid and binding obligations of such Party in accordance with its terms;
(c) the execution and delivery of, and the performance by such Party of its obligations under this Agreement and all other documents to be executed by it pursuant to or in connection with this Agreement will not:
(i) conflict with or result in a breach of any provision of the constitutional documents of any such Party; or
(ii) conflict with or result in a breach of any Law or regulation, or of any order, injunction, judgment or decree of any court, that applies to such Party.
ARTICLE XI
TERMINATION
Section 11.1 Termination . This Agreement shall continue in full force and effect until 31 December, 2021 (the “ Term ”).
Section 11.2 Change of Control . In the event of a Change of Control of the Provider occurring as a result of a sale of the Provider to a Telefónica Competitor, the Recipient may immediately terminate this Agreement by written notice to the Provider.
Section 11.3 Consequences of Termination .
(a) In the event that this Agreement or any Service Contract(s) is or are terminated for any reason, the Provider and the Recipient shall each return to the other or otherwise dispose of as directed by the other or its duly authorised representative any and all materials, property, books and records belonging to or relating to the other, its Affiliates, clients or customers (as the case may be) relating to the terminated agreement including without limitation all Confidential Information, and all copies of the same, then in its possession, custody or control, and shall each procure that their respective Affiliates do likewise.
 
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(b) The expiry or termination of this Agreement for any reason shall be without prejudice to any rights or remedies available to, or any obligations or liabilities accrued to, either Party at the effective date of termination.
(c) For the avoidance of doubt, the termination of this Agreement pursuant to Section 11.1 or Section 11.2 or for any other reason as provided by Law shall not automatically result in a termination of any of the Service Contracts except as may otherwise be set forth therein.
Section 11.4 Survival . Provisions of this Agreement which are either expressed to survive its expiry or termination or from their nature or context it is contemplated that they are to survive such termination, shall remain in full force and effect notwithstanding such expiry or termination.
ARTICLE XII
MISCELLANEOUS
Section 12.1 Assignment and Sub-contracting . This Agreement shall be binding upon and enforceable by the Parties and their respective successors. Except as otherwise expressly provided in this Agreement, neither this Agreement nor any of the rights, interests or obligations of any Party hereto under this Agreement shall be assigned, transferred, novated, sub-contracted, sub-licensed or otherwise transferred in any way, in whole or in part, by any Party without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed), provided that the Provider may transfer, pledge or otherwise dispose of (i) any or all of its rights, interest and obligations under this Agreement to its Affiliates or to its finance providers by way of security for a financing or (ii) the whole of its rights, interest and obligations under this Agreement to any future purchaser of all or substantially all of the Provider Group Companies or their businesses or assets, other than any Telefonica Competitors. It shall be deemed to constitute a sale of substantially all of the Provider Group Companies for this purpose if the Provider Group Companies in Brazil and Mexico or their businesses or assets are sold to a purchaser who is not a Telefonica Competitor, but only on condition that the provisions of this Agreement with respect to any Revenue Jurisdiction that is not sold pursuant thereto (including all obligations relating to the Provider preference in ARTICLE II , the Minimum Revenue Thresholds and the Adjustment Payments) shall cease to apply). Any assignment or transfer in violation of the foregoing provisions shall be void.
Section 12.2 Third Parties.
(a) Subject to the following sentence, no Person who is not a party to this Agreement shall acquire any rights under it or be entitled to benefit from any of its terms even if that person has relied on any such term or has indicated to any party to this Agreement its assent to any such term.
(b) Subject to the remaining terms of this Agreement, the Affiliates of the Provider and the Recipient who actually provide and receive the Outsourced Services under the Service Contracts may enforce, and accordingly shall have the benefit of, all of the terms in this Agreement which confer rights on such Affiliate.
 
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(c) The Provider and the Recipient may by agreement terminate, rescind or vary the terms of this Agreement (including this Section 12.2 ) at any time and in any way without the prior consent of or notice to the Affiliates of the Provider and the Recipient who actually provide and receive the Outsourced Services under the Service Contracts.
Section 12.3 Relationship of the Parties . Neither Party is an agent, employee, or representative of the other Party and neither Party has any authority to bind the other Party, transact any business in the other Party’s name or on its behalf, or make any promises or representations on behalf of the other Party unless provided for in a Service Contract or agreed to in writing, and neither Party shall hold itself out as having authority to do the same. Each Party will perform all of its respective obligations under this Agreement as an independent contractor, and no joint venture, partnership or other relationship shall be created or implied by this Agreement.
Section 12.4 Governing Law and Jurisdiction .
(a) This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the Spanish Common Law.
(b) All Disputes arising out of or in connection with this Agreement (including a Dispute relating to any non-contractual obligation arising out of or in connection with this Agreement or the transactions contemplated hereby (or the negotiation hereof)) shall be referred to and finally resolved by binding arbitration under the Rules of Arbitration of the International Chamber of Commerce (the “ ICC Rules ”), which ICC Rules are deemed to be incorporated by reference into this Section 12.4 . The Parties irrevocably waive their right to have any Dispute determined in any other forum.
(c) There shall be three arbitrators, and the Parties agree that one arbitrator shall be nominated by the Provider and one arbitrator shall be nominated by the Recipient for confirmation by the ICC Court in accordance with the ICC Rules. The third arbitrator, who shall act as the chairman of the tribunal, shall be nominated by agreement of the two party-appointed arbitrators within 14 calendar days of the appointment of the second arbitrator, or in default of such agreement, appointed by the ICC Court. All the arbitrators shall be fluent in English.
(d) The seat of the arbitration shall be Paris. The language of the arbitration will be English. The award shall be final and binding and may be entered and enforced in any court having jurisdiction.
Section 12.5 Entire Agreement . This Agreement , the Service Contracts and the SPA constitute the entire agreement between the Parties regarding its subject matter and supersedes and replaces any and all prior agreements, understandings or arrangements between the Parties, whether oral or in writing, with respect to the same. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in
 
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negotiations between the Parties prior to this Agreement except as expressly stated in this Agreement. Neither Party shall have any remedy in respect of any untrue statement made by the other upon which that Party relied in entering into this Agreement (unless such untrue statement was made fraudulently) and that Party’s only remedies shall be for breach of contract as provided in this Agreement.
Section 12.6 Notices . Except as expressly stated herein to the contrary, all notices, requests, claims, consents, demands and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been properly given if delivered personally, or sent by courier (providing proof of delivery), by facsimile or by e-mail to the other Party at the following addresses (or such other address as either Party may notify to the other for this purpose from time to time):
If to the Provider or its Affiliates:

Address:	  	BC Luxco 1	
	  	9A, rue Gabriel Lippmann	
	  	L-5365 Munsbach	
	  	Luxembourg	
Attention:	  	Ailbhe Jennings	
Facsimile:	  	+352 2678 6264	
E-mail:	  	ajennings@baincapital.lu	
	
with a copy (which shall not constitute notice) to:	
		
Address:	  	Bain Capital	
	  	Devonshire House	
	  	Mayfair Place	
	  	London	
	  	W1J 8AJ	
	  	United Kingdom	
Attention:	  	Melissa Bethell	
Facsimile:	  	+44 20 7514 5250	
E-mail:	  	MBethell@baincapital.com	
	
with a copy (which shall not constitute notice) to:	
		
Address:	  	Kirkland & Ellis International LLP	
	  	30 St. Mary Axe	
	  	London	
	  	EC3A 8AF	
	  	United Kingdom	
Attention:	  	Christopher Field	
Facsimile:	  	+44 20 7469 2001	
E-mail:	  	cfield@kirkland.com	
 
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If to the Recipient or its Affiliates:

Address:	  	Telefónica S.A.	
	  	Distrito Telefónica S.A.	
	  	Edificio Este 3 Plta.2, Ronda de la Comunicación, s/n	
	  	28050 Madrid (Madrid)	
	  	España / Spain	
Attention:	  	Director de Recursos Globales	
Facsimile:	  	+ 34 91 727 14 05	
E-mail:	  	alberto.horcajoaguirre@telefonica.com	
	
with a copy (which shall not constitute notice) to:	
		
Address:	  	Telefónica S.A.	
	  	Distrito Telefónica S.A.	
	  	Edificio Este 3 Plta.2, Ronda de la Comunicación, s/n	
	  	28050 Madrid (Madrid)	
	  	España / Spain	
Attention:	  	Secretario General	
Facsimile:	  	+ 34 91 727 14 05	
E-mail:	  	secretaria.general@telefonica.com	
If to Director de Recursos Globales for the purposes of delivery of the written notice of the commencement of the Telecom Tender Process to:

Address:	  	Telefónica S.A.	
	  	Distrito Telefónica S.A.	
	  	Edificio Este 3 Plta.2, Ronda de la Comunicación, s/n	
	  	28050 Madrid (Madrid)	
	  	España / Spain	
Attention:	  	Alberto Horcajoaguirre	
Facsimile:	  	+ 34 91 727 14 05	
E-mail:	  	alberto.horcajoaguirre@telefonica.com	
All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m., local time in the city of receipt, and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.
Section 12.7 Severability . If any term of this Agreement is found to be invalid, illegal or unenforceable under any applicable Law, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from this Agreement and shall in no way affect the legality, validity or enforceability of the remaining terms.
 
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Section 12.8 Interpretation .
(a) When a reference is made in this Agreement to an Article, Section or Schedule, such reference shall be to an Article or Section of, or Schedule to, this Agreement unless otherwise indicated. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein.
(b) The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this Agreement.
(c) This Agreement may be executed in any number of counterparts. Each counterpart constitutes an original, and all the counterparts together constitute one and the same instrument. The Parties expressly agree to the validity of the execution and delivery of this Agreement by electronic signature by each Party’s duly authorised representative which may be electronically exchanged (via telefax, e-mail or otherwise) facsimile or portable document format (“ pdf ”). Such facsimile or pdf copies shall constitute enforceable original documents for all purposes. The Recipient and the Provider undertake to raise this Agreement into public deed status before a Spanish Notary Public within one month from the date of execution hereof.
(d) Each Party shall, from time to time at his own cost, on being required to do so by the Provider or the Recipient, now or at any time in the future, do or procure the doing of all such acts and/or execute or procure the execution of all such documents (in a form reasonably satisfactory to the Party requiring such act) as the Party requiring such act may reasonably consider necessary to secure to that Party the full benefit of the rights, powers and remedies conferred on it by this Agreement.
(e) This Agreement may not be amended, modified or waived except by a writing signed by an authorised signatory of each Party. No failure or delay by any Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any waiver by any Party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
 
23

EXECUTION VERSION
 
Section 12.9 Gross Up. Any Adjustment Payment payable by the Recipient or any Recipient Group Company to the Provider under this Agreement shall be paid gross, free and clear of any rights of counterclaim or set-off and without any deduction or withholding, unless the deduction or withholding is required by Law, in which event the Recipient or any Recipient Group Company (as applicable) shall pay such additional amount as shall be required to ensure that the net amount received and retained (free of any liability) by the recipient of the payment will equal the full amount that would have been received by it if no such deduction or withholding had been required, provided that such payment is made to a company which is tax resident in Spain, Mexico, Brazil or Luxembourg. The provisions of this Section 12.9 shall not apply in the event that the recipient of the applicable Adjustment Payment is tax resident in any other jurisdiction.
Section 12.10 Costs and Expenses . Each Party shall bear its own costs and expenses in relation to the negotiations, preparation, execution and carrying into effect of this Agreement.
Section 12.11 Descriptive Headings . The descriptive headings of the several articles and sections of this Agreement are inserted for reference only and shall not limit or otherwise affect the meaning hereof.
Section 12.12 Definitions . For purposes of this Agreement, where applicable and unless otherwise expressed here, capitalised terms shall have the same meaning as in the SPA.
(a) “ 2012 Penalty Percentage ” means the percentage that the aggregate amount of all Penalties levied on the Provider Group Companies pursuant to the terms of the Service Contracts during, or in respect of, the 2012 calendar year represent of the total revenues generated in that calendar year.
(b) “ Accumulated Carryforward Excess ” means, in each calendar year, the aggregate amount of the Carryforward Excess of that and any previous calendar years less any and all such Carryforward Excess that has previously been added to, or otherwise accounted for in, the Annual Revenues in any calendar year for the purposes of calculating the Adjustment Payment in the previous years (without double counting).
(c) “ Actual AIR Amount ” means the amount of the Adjustment Payment which would have been due from the Recipient pursuant to Section 3.8 if calculated by reference to the actual Adjusted Inflation Rate and the actual CPI (as applicable) for the relevant calendar year to which the Adjustment Payment relates.
(d) “ Adjusted Inflation Rate ” means, with respect to Zone 1, the composite percentage rate (provided that such composite percentage rate shall not, in any event, exceed 12%) calculated (i) as to 70% of such composite percentage rate, by reference to the percentage rate for wage inflation for the relevant calendar year recorded in the then current annual salary increase agreement with two largest trade unions of the Provider Group in Brazil at the relevant time (by number of employees covered) and (ii) as to 30% of such composite percentage rate, by reference to the Broad National Consumer Price Index (IPCA) in Brazil, as determined from time to time by the Central Bank of Brazil ( Banco Central do Brasil ) .
 
24

EXECUTION VERSION
 
(e) “ Adjustment Payment ” has the meaning set forth in Section 3.8 .
(f) “ Affiliate ” or “ affiliate ” of any Person means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person from and after the Effective Time, where “ control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of a Person, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise.
(g) “ Agreement ” means this mater services agreement.
(h) “ Alternative Supplier ” means any Person who is not a Provider Group Company and who provides Outsourced Services to a Recipient Group Company.
(i) “ Annual Revenue ” has the meaning set forth in Section 3.1 .
(j) “ Approved Competitor ” means any Alternative Supplier who has, during the period of two years prior to the date of the commencement of the Tender Process, provided Outsourced Services to the relevant Recipient Group Company.
(k) “ Approved Alternative Supplier Revenue ” has the meaning set forth in Section 3.6 ;
(l) “ Balancing AIR Amount ” means the amount (if any) equal to the difference between (a) the Actual AIR Amount and (b) the Estimated AIR Amount. For the avoidance of doubt, if the Estimated AIR Amount exceeds the Actual AIR Amount, the Balancing AIR Amount shall be expressed as a negative amount.
(m) “ Business Day ” or “ business day ” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in London, England and Madrid, Spain are authorized or obligated by law or executive order to close.
(n) “ Calculation Notice ” has the meaning set forth in Section 3.3 .
(o) “ Carryforward Excess ” means a sum which is equal to the 50% of the amount by which the aggregate Annual Revenues for all Zones in a calendar year exceeds the aggregate Minimum Revenue Thresholds for all Zones in that calendar year.
(p) “ Cessation Year ” means the calendar year in which the operations of the Provider Group Companies or the Recipient Group Companies in the relevant Revenue Jurisdiction cease.
(q) “ Change of Control ” means any Person (or group of Persons acting in concert) acquiring control of that Person or control of any parent undertaking of that Person (being a Person or group of Persons who did not previously have control of that Person or of any parent undertaking of that Person) and, for this purpose “ control ” or “ controlled ” means (in relation to a Person) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities in that or any other Person, by contract or otherwise.
 
25

EXECUTION VERSION
 
(r) “ Confidential Information ” has the meaning set forth in Section 8.1 .
(s) “ CPI ” means the relevant consumer price index (or its successor) for each relevant Revenue Jurisdiction as set forth in Schedule 5 , [*****]
(t) “ CRM ” means (i) customer interaction in different channels, including, among others, in store, telephone, e-mail, messaging, webchat and social networks, for marketing, support and general engagement purposes at own or client’s premises; (ii) fulfillment of any associated processing activities; (iii) design, execution and analysis for surveys and similar data gathering tasks on behalf of Recipient Group Companies; (iv) design, set up and operation of customer relationship management infrastructure and related technical activities for the provisions of the services referred to in (i) to (iii) above.
(u) “ CRM Amount ” means, with respect to each calendar year, 85 per cent. of the aggregate amount of expenditure awarded to suppliers by all of the Recipient Group Companies with respect to the services of the sort which generate Annual Revenue in the relevant calendar year, as extracted from the Recipient Group Companies’ purchasing systems. The CMR Amount for the 2011 calendar year was [*****] and the Parties shall use the same methodology as was used in calculating the CRM Amount for the 2011 calendar year in determining the CRM Amount for the 2012 calendar year and for each subsequent calendar year thereafter.
(v) “ Delayed Invoice ” has the meaning set forth in Section 5.1 .
(w) “ Delay Notice ” has the meaning set forth in Section 5.1 .
(x) “ Disclosing Party ” has the meaning set forth in Section 8.1 .
(y) “ Dispute ” means all disputes, disagreements, conflicts, controversies or issues.
(z) “ Effective Time ” means the time at which the Closing Purchase Price has been paid in accordance with Section 5.3 of the SPA.
(aa) “ Estimated Adjusted Inflation Rate ” means the Adjusted Inflation Rate estimated in good faith by the Quarterly Committee in accordance with Section 3.4 .
(bb) “ Estimated AIR Amount ” means the amount of the Adjustment Payment actually paid by the Recipient pursuant to Section 3.8 (which was calculated by reference to the Estimated Adjusted Inflation Rate and the Estimated CPI rather than the actual Adjusted Inflation Rate and the actual CPI (as applicable)).
(cc) “ Estimated CPI ” means the CPI estimated in good faith by the Quarterly Committee in accordance with Section 3.4 .
 
26

EXECUTION VERSION
 
(dd) “ Existing Master Agreement ” has the meaning set forth in the Recital.
(ee) “ Existing Service Contract ” means any Service Contract executed and in force as of the Effective Time in accordance with the Existing Master Agreement.
(ff) “ Expert ” has the meaning set forth in Section 3.7 .
(gg) “ Extended Service Contract(s) ” has the meaning set forth in Section 3.2(i) .
(hh) “ Future Service Contracts ” means any contract related to any Outsourced Services other than Existing Service Contracts.
(ii) “ Governmental or Regulatory Authority ” means any supranational or national court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality or other political subdivision thereof.
(jj) “ ICC Rules ” has the meaning set forth in Section 12.4(b) .
(kk) “ IPO ” means any public offering or sale of shares, or of other instruments pursuant to a listing on an nationally recognized stock exchange. For these purposes “ public offering ” has the meaning set forth in the relevant jurisdiction where the offering or sale of shares or of instruments is made.
(ll) “ Law ” means all laws, statutes, rules, regulations and other pronouncements having the effect of law of any country, state, province, city or other political subdivision thereof or of any Governmental or Regulatory Authority.
(mm) “ Minimum Revenue Threshold ” has the meaning set forth in Section 3.1 .
(nn) “ Negotiation Period ” has the meaning set forth in Section 2.2 or Section 7.2 , as the case may be.
(oo) “ Outsourced Services ” means any outsourcing arrangements or services in the CRM sector.
(pp) “ Outsourcing Notice ” has the meaning set forth in Section 2.1 .
(qq) “ Party ” has the meaning set forth in the Recital.
(rr) “ Penalties ” has the meaning set forth in Section 3.2(k) .
(ss) “ Person ” means any individual, body corporate, trust, partnership, joint venture, unincorporated association or governmental, quasi-governmental, judicial or regulatory entity (or any department, agency or political sub-division of any such entity), in each case whether or not having a separate legal personality.
 
27

EXECUTION VERSION
 
(tt) “ Preferred Services ” has the meaning set forth in Section 2.1(b) .
(uu) “ Preferred Telecom Services ” has the meaning set forth in Section 7.1 .
(vv) “ Provider Group Companies ” means the Provider and its Affiliates from time to time.
(ww) “ QM Excluded Revenue ” has the meaning set forth in Section 6.1 .
(xx) “ QM Contracts ” means the agreement for the supply of multichannel call center services entered into between Atento Colombia, S.A. (as supplier) and Telefónica Móviles Colombia, S.A. (as client) dated 24 May 2012 and those future Service Contracts which the Quarterly Committee determines qualify as QM Contracts pursuant to Section 6.1(b) .
(yy) “ Quarterly Committee ” has the meaning set forth in Section 3.4 .
(zz) “ Receiving Party ” has the meaning set forth in Section 8.1 .
(aaa) “ Recipient Group Companies ” means the Recipient and its Affiliates in the Revenue Jurisdictions from time to time.
(bbb) “ Recipient Group Company Excluded Revenue ” means, with respect to (i) the relevant months of a Cessation Year in which the relevant Provider Group Company ceases to operate in a relevant Revenue Jurisdiction as a result of a Sale, the pro rata portion of the Annual Revenue generated by that Provider Group Company under the relevant Extended Service Contract(s) for the Cessation Year which is attributable to those months in that Revenue Jurisdiction, and (ii) each calendar year following the Cessation Year, the amount set forth in Schedule 2 as adjusted for the relevant year in relation to such Revenue Jurisdiction.
(ccc) “ Released Claims ” has the meaning set forth in Section 1.2(a) .
(ddd) “ Released Parties ” has the meaning set forth in Section 1.2(a) .
(eee) “ Relevant Year Penalty Percentage ” has the meaning given to it in Section 3.2(k) .
(fff) “ Renegotiation Notice ” has the meaning given to it in Section 6.2 .
(ggg) “ Required Quality Metrics ” means the quality metrics contained in a Service Contract where the expenditure awarded to the Provider Group Company relative to Alternative Suppliers is subject to adjustment directly as a result of the level of compliance by the Provider Group Company with the quantitative service level criteria specified in the Service Contract (and shall also mean the same quality metrics included in a contract for Outsourcing Services with an Alternative Supplier).
(hhh) “ revenue ” means revenue net of applicable Taxes.
 
28

EXECUTION VERSION
 
(iii) “ Revenue Jurisdiction ” means each country or jurisdiction included in the Zones.
(jjj) “ Sale ” has the meaning set forth in Section 3.2(i) .
(kkk) “ Service Contracts ” means the contracts for the provision of certain outsourcing arrangements or services in the CRM sector entered into between certain Recipient Group Companies and the Provider Group Companies as set forth on  Schedule 1 hereto (as amended and updated from time to time).
(lll) “ SPA ” has the meaning set forth in the Recital.
(mmm) “ Taxes ” or “ Taxation ” means all forms of direct or indirect taxation in any jurisdiction and whether levied by reference to actual, deemed, gross or net income, profits, gains, net wealth, asset values, turnover, value added, receipt, payment, sale, use, occupation, franchise or values or other reference and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions, rates and levies (including payroll taxes), whenever and wherever imposed (whether imposed by way of a withholding or deduction for or on account of tax or otherwise) and in respect of any Person and all related penalties, charges, surcharges, fines, costs and interest relating thereto.
(nnn) “ Telecom Alternative Supplier ” means any Person who is not a Recipient Group Company and who provides Telecom Services to a Provider Group Company.
(ooo) “ Telecom Notice ” has the meaning set forth in Section 7.1 .
(ppp) “ Telecom Services ” means the businesses of providing (i) mobile telephony (whether as owner or virtual network operator), (ii) fixed telephony, (iii) broadband access or (iv) pay-tv services.
(qqq) “ Telecom Services Contract ” means a contract for the provision of Telecom Services by a Recipient Group Company against payment to the Recipient Group Company of a fee for the provision of such services to an agreed service level.
(rrr) “ Telecom Tender Process ” means any bid, tender or offer process conducted by a Provider Group Company for the provision of Telecom Services in a Revenue Jurisdiction. Any such Telecom Tender Process shall be valid only if: (A) a Recipient Group Company is invited to participate in the Telecom Tender Process, (B) all material information regarding that Telecom Tender Process which is provided to the Telecom Alternative Suppliers who are invited to participate in the Telecom Tender Process is also provided to the Recipient Group Company in a timely manner and (C) a copy of the written notice of the commencement of the Telecom Tender Process is delivered to Director de Recursos Globales at the same time as the Recipient Group Company is invited to participate in the Telecom Tender Process. For the avoidance of doubt, the Recipient shall have the burden of proving whether or not a Telecom Tender Process was valid for the purposes of this Agreement.
 
29

EXECUTION VERSION
 
(sss) “ Telefónica Competitor ” means: (i) for the purposes of Section 3.2(l) , Sec tion 11.2 and Section 12.1 only, any Person who, at the relevant time, has or is an Affiliate of a Person who has at least a 10% share of the market for the provision of any of the businesses included in the definition of Telecom Services by revenue in any of the Recipient’s primary jurisdictions of operation (which for this purpose, means those jurisdictions where the Recipient or any of its Affiliates generated EUR 100,000,000 or more of revenue in the previous financial year), and (ii) for all other purposes, any Person whose principal business in the relevant Revenue Jurisdiction is Telecom Services and which directly competes with the principal business of the relevant Recipient Group Company in that jurisdiction.
(ttt) “ Tender Process ” means any bid, tender or offer process conducted by a Recipient Group Company for the provision of Outsourced Services in a Revenue Jurisdiction. Any such Tender Process shall be valid for purposes of this Agreement only if: (A) a Provider Group Company is invited to participate in that Tender Process, (B) all material information regarding that Tender Process which is provided to the Alternative Suppliers who are invited to participate in the Tender Process is also provided to the Provider Group Company in a timely manner and (C) a copy of the written notice of the commencement of the Tender Process is delivered to the Provider pursuant to Section 12.6 at the same time as the Provider Group Company is invited to participate in the Tender Process. For the avoidance of doubt, the Provider shall have the burden of proving whether or not a Tender Process was valid for the purposes of this Agreement.
(uuu) “ [*****] Contract ” shall mean the agreement entered into by [*****] and the relevant Provider Group Company in Brazil as amended from time to time that governs the provision of Outsourced Services by such Provider Group Companies in Brazil to [*****] in such country; provided that if several agreements meet such criteria, “[*****] Contract” shall be the agreement that generates the highest amount of revenues to Provider Group Companies in Brazil.
(vvv) “ Weighted Average Term ” means the term equal to the product of (i) the amount outstanding under each invoice which has not been paid in full by the relevant payment deadline set forth in the relevant Service Contract, and (ii) the number of days for which such invoice remains overdue, divided by the aggregate amount of all such invoices which remain outstanding, in each case, as at the relevant calculation date.
(www) “ Zone 1 ” means Brazil.
(xxx) “ Zone 2 ” means Chile, Colombia, El Salvador, Guatemala, Mexico, Panama, Peru, Puerto Rico, United States of America and Uruguay.
(yyy) “ Zone 3 ” means the Czech Republic, France, Morocco, Spain and any other country in which:
(i) any Provider Group Company has substantive presence in the CRM services sector; and
(ii) any Affiliate of the Recipient has substantive presence in the telecommunications sector; and
 
30

EXECUTION VERSION
 
(iii) such Provider Group Company and such Recipient’s Affiliate enter into a contract for the provision of Outsourced Services by the Provider Group Company to such Recipient’s Affiliate.
(zzz) “ Zones ” means together Zone 1, Zone 2 and Zone 3, except for Argentina and Venezuela.
 
31

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed on its behalf on the day and year first above written.

BC LUXCO 1 S.A.	
		
By:	 	/s/ ANTONIO SANTIAGO PÉREZ	
Name:	 	ANTONIO SANTIAGO PÉREZ	
Title:	 	ATTORNEY	

TELEFÓNICA, S.A.	
		
By:	 	/s/ MANUEL CRESPO	
Name:	 	MANUEL CRESPO	
Title:	 	GENERAL ATTORNEY	
[Signature Page – Master Services Agreement]

[*****]
EXECUTION VERSION
SCHEDULE 2
2012 Minimum Revenue Threshold

													
Schedule - 2 / 2012	
 	  	 	  	A	  	B	  	C = A + B	  	D	  	E = C + D	
ZONE 1	  	Stated in Local
Currency thousands	  	Gross Revenue 2012	  	Interco	  	Annual Revenue 2012	  	Pro rata	  	Annual Revenue 2012	
Brasil	  	Reais	  	[*****]	  	[*****]	  	[*****]	  	[*****]	  	[*****]	
							
ZONE 2	  	Stated in Local
Currency thousands	  	Gross Revenue 2012	  	Interco	  	Annual Revenue 2012	  	Pro rata	  	Annual Revenue 2012	
Chile	  	Chilean Pesos	  	[*****]	  	[*****]	  	[*****]	  	[*****]	  	[*****]	
Peru	  	Sol	  	[*****]	  	[*****]	  	[*****]	  	[*****]	  	[*****]	
Colombia	  	Colombian Peso	  	[*****]	  	[*****]	  	[*****]	  	[*****]	  	[*****]	
Mexico	  	Mexican Peso	  	[*****]	  	[*****]	  	[*****]	  	[*****]	  	[*****]	
Guatemala	  	Quetzal	  	[*****]	  	[*****]	  	[*****]	  	[*****]	  	[*****]	
El Salvador	  	Colón	  	[*****]	  	[*****]	  	[*****]	  	[*****]	  	[*****]	
Panamá	  	Balboa	  	[*****]	  	[*****]	  	[*****]	  	[*****]	  	[*****]	
Puerto Rico	  	US Dollars	  	[*****]	  	[*****]	  	[*****]	  	[*****]	  	[*****]	
							
ZONE 3	  	Stated in Euro
thousands	  	Gross Revenue 2012	  	 	  	Annual Revenue 2012	  	Pro rata	  	Annual Revenue 2012	
Spain	  	Euro	  	[*****]	  	[*****]	  	[*****]	  	[*****]	  	[*****]	
R. Checa	  	Euro	  	[*****]	  	[*****]	  	[*****]	  	[*****]	  	[*****]	
Morocco	  	Euro	  	[*****]	  	[*****]	  	[*****]	  	[*****]	  	[*****]	

EXECUTION VERSION
SCHEDULE 3
Adjustment Payment
The amount of the Adjustment Payment in a calendar year shall be calculated using the series of bands set out in the table below:-
For each calendar year 2013 to 2015 (inclusive);
 
 	•	 	With respect to the first 5% of the shortfall between the aggregate Minimum Revenue Threshold for all Zones and the aggregate Annual Revenue for all Zones, expressed as a percentage (the “ Revenue Shortfall ”), the Adjustment Payment shall be calculated by reference to the formula set out opposite that shortfall percentage in the table below; and	
 
 	•	 	With respect to the Revenue Shortfall above 5% but below (or at) 10%, the Adjustment Payment shall be calculated by reference to the formula set out opposite that shortfall percentage in the table below; and	
 
 	•	 	With respect to the Revenue Shortfall above 10%, the Adjustment Payment shall be calculated by reference to the formula set out opposite that shortfall percentage in the table below.	
For each calendar year 2016 to the year of termination of the Agreement (inclusive):
 
 	•	 	With respect to the first 5% of the Revenue Shortfall, the Adjustment Payment shall be calculated by reference to the formula set out opposite that shortfall percentage in the table below; and	
 
 	•	 	With respect to the Revenue Shortfall above 5% but below (or at) 10%, the Adjustment Payment shall be calculated by reference to the formula set out opposite that shortfall percentage in the table below; and	
 
 	•	 	With respect to the Revenue Shortfall above 10% but below (or at) 15%, the Adjustment Payment shall be calculated by reference to the formula set out opposite that shortfall percentage in the table below; and	
 
 	•	 	With respect to the Revenue Shortfall above 15%, the Adjustment Payment shall be calculated by reference to the formula set out opposite that shortfall percentage in the table below.	

Calendar
Year	  	Revenue Shortfall
Percentage	  	Applicable Adjustment Payment Formula for each
band of Adjustment Payment	
			
Each calendar year 2013 to 2015
(inclusive)	  	£ 5%	  	Amount equal to the product of (1) the difference between the aggregate Minimum Revenue Thresholds for all Zones and the aggregate Annual Revenue for all Zones, and (2) [*****] (subject to the proviso in this Schedule 3 )	
			
	  	>5 - £ 10%	  	Amount equal to the product of (l) the difference between the aggregate Minimum Revenue Thresholds for all Zones and the aggregate Annual Revenue for all Zones, and (2) [*****] (subject to the proviso in this Schedule 3 )	

EXECUTION VERSION

	  	> 10%	  	Amount equal to the product of (1) the difference between the aggregate Minimum Revenue Thresholds for all Zones and the aggregate Annual Revenue for all Zones, and (2) [*****] (subject to the proviso in this Schedule 3 )	
			
Each calendar year 2016 to the year of termination of the Agreement
(inclusive)	  	£ 5%	  	Amount equal to the product of (1) the difference between the aggregate Minimum Revenue Thresholds for all Zones and the aggregate Annual Revenue for all Zones, and (2) [*****] subject to the proviso in this Schedule 3 )	
	  	>5 - £ 10%	  	Amount equal to the product of (1) the difference between the aggregate Minimum Revenue Thresholds for all Zones and the aggregate Annual Revenue for all Zones, and (2) [*****] (subject to the proviso in this Schedule 3 )	
	  	>10- £ 15%	  	Amount equal to the product of (1) the difference between the aggregate Minimum Revenue Thresholds for all Zones and the aggregate Annual Revenue for all Zones, and (2) [*****] (subiect to the proviso in this Schedule 3 )	
	  	> 15%	  	Amount equal to the product of (I) the difference between the aggregate Minimum Revenue Thresholds for al) Zones and the aggregate Annual Revenue for all Zones, and (2) [*****] (subiect to the proviso in this Schedule 3 )	
Proviso:
 
(a)	No Adjustment Payment shall be due if the aggregate Annual Revenue In a relevant calendar year is equal to or higher than the Minimum Revenue Threshold for that calendar year.	
 
(b)	If, following any notional reallocation of the Annual Revenues pursuant to Section 3.2(a) hereof (but, for this purpose, without taking into account any notional reallocation of Accumulated Carryforward Excess that is permitted by Section 3.2(a) ), the Annual Revenue in respect of a relevant Revenue Jurisdiction within a Zone for a relevant calendar year is less than 70% of the Annual Revenue in respect of that Revenue Jurisdiction in the immediately preceding calendar year (the “ Affected Jurisdiction ”) then:	
 
 	(i)	the Accumulated Carryforward Excess may not be used for the notional reallocation to the Affected Jurisdiction; and	
 
 	(ii)	In calculating the Adjustment Payment the difference between the Minimum Revenue Threshold and the Annual Revenue shall be determined for the Affected Jurisdiction but in so doing the percentage multiplier set forth in the. definition of the Adjustment Payment in this Schedule 3 above in respect of the Affected Jurisdiction only shall be [*****] and	
 
 	(iii)	the Adjustment Payment shall then be determined by applying the general rules set forth in the table above to the Revenue Shortfall for all of the Revenue Jurisdictions excluding the Affected Jurisdiction (including, for the avoidance of doubt, applying any notional reallocation of Accumulated Carryforward Excess) and then adding the resultant figure to the figure calculated pursuant to (ii) above,	
in each case without double counting.
A worked example of the application of this proviso is set forth in Schedule 4 for illustration purposes only.

AMENDMENT AGREEMENT No.l
This AMENDMENT AGREEMENT No. l (this “ Amendment Agreement ”), dated 16 May, 2014, is entered into by and between ATENTO LUXCO 1 (formerly BC Luxco 1), a société anonyme organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 9a, rue Gabriel Lippmann, L-5365 Munsbach, registered with the Luxembourg trade and companies register under number B 170 329 (the “ Provider ”) and TELEFÓNICA S.A ., a company duly incorporated and in existence in accordance with the laws of the Kingdom of Spain, with Spanish Tax Identification Number (GIF) A-28.015.865 and registered office in Calle Gran Via, n° 28, Madrid,
(the “ Recipient ” and together with the Provider, the “ Parties ”).
WHEREAS , pursuant to the terms of the sale and purchase agreement dated 11 October, 2012, as amended from time to time (the “ SPA ”), the Provider, among other parties, has acquired the Assets (as such term is defined in the SPA) and certain of the subsidiaries of Compañía de Inversiones y Teleservicios, S.A. (formerly Atento Inversiones y Teleservicios, S.A.) (the “ Selle r”), whose main activity consists of rendering outsourcing customer and business process outsourcing services (the “ Transaction ”).
WHEREAS , as part of the Transaction: (a) the Provider and the Recipient entered into a master services agreement, dated as of 11 December, 2012 (the “ MSA ”), whereby, amongst other things, the Provider has agreed to provide (or procure the provision of) certain outsourcing arrangements and services in the CRM sector to the Recipient and its group companies; and (b) on 12 December 2012 Atalaya Luxco Midco S.à r.l. (the “ Issuer ”), an affiliate of the Provider, issued a vendor loan note in the principal amount of €110,000,000 in favour of the Seller (the “ VLN ”) as part of the consideration for the Transaction.
WHEREAS, the Recipient requested a reduction in the Minimum Revenue Thresholds (as defined in the MSA) in respect of Morocco and Spain (the “ MRT Reduction ”) in consideration for the payment of €25,448,000 by the Recipient to the Provider (the “ Payment ”).
WHEREAS, it is acknowledged that the proceeds of the Payment shall be used by the Provider to extend a loan of the equivalent amount to the Issuer, which the Issuer intends to use to repay an equivalent portion of the principal amount of the VLN, such that following such payment (or deemed payment) the aggregate outstanding principal amount of the VLN shall be reduced by the amount equal to the Payment, as set out in the VLN amendment letter attached as Annex 1 hereto.
WHEREAS, the Parties now wish to make certain amendments to the MSA to effect the MRT Reduction and record the required amendments to the MSA in this Amendment Agreement in consideration for, and conditional upon, the delivery by the Recipient of the Payment on the date hereof or as may otherwise be agreed to by the Parties.
NOW, THEREFORE, in consideration of the Payment and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
 
1.	Interpretation .	
(a) Capitalised terms have, unless expressly defined in this Amendment Agreement, the same meanings as in the MSA.
(b) References in this Amendment Agreement to a Section, unless the context otherwise requires, are references to the named section of the MSA.
 
1

2. Amendments to the MSA . The Parties agree that, with effect from the date hereof, the MSA shall be amended and modified as follows:
(a) the table at Section 3.1 of the MSA shall be deleted in its entirety and replaced with the following:

Relevant Zone	  	Calendar Year	  	Minimum Revenue Threshold	
Zone 1	  	2012	  	The amount set forth on Schedule 2	
			
	  	Each calendar year 2013 to 2015 (inclusive)	  	In each calendar year the Minimum Revenue Threshold shall be equal to (i) the Minimum Revenue Threshold for the prior calendar year, increased by (ii) the Adjusted Inflation Rate for the current calendar year	
			
	  	2016	  	The Minimum Revenue Threshold for the 2016 calendar year shall be equal to (i) the Minimum Revenue Threshold for the 2015 calendar year, increased by (ii) the Adjusted Inflation Rate for the 2016 calendar year reduced by (iii) 3%	
			
	  	2017	  	The Minimum Revenue Threshold for the 2017 calendar year shall be equal to (i) the Minimum Revenue Threshold for the 2016 calendar year, increased by (ii) CPI for the 2017 calendar year (unless the [*****] Contract provides a higher applicable inflation rate, in which event such higher inflation rate shall be applied), reduced by (iii) 4%	
			
	  	2018	  	The Minimum Revenue Threshold for the 2018 calendar year shall be equal to (i) the Minimum Revenue Threshold for the 2017 calendar year, increased by (ii) CPI for the 2018 calendar year (unless the [*****] Contract provides a higher applicable inflation rate, in which event such higher inflation rate shall be applied), reduced by (iii) 5%	
			
	  	Each calendar year 2019 to the year of termination of the Agreement (inclusive)	  	In each calendar year the Minimum Revenue Threshold shall be equal to (i) the Minimum Revenue Threshold for the prior calendar year, increased by (ii) CPI for the relevant calendar year (unless the [*****] Contract provides a higher applicable inflation rate, in which event such higher inflation rate shall be applied), reduced by (iii) 6%	
			
Zone 2	  	2012	  	The amount set forth on Schedule 2	
			
	  	Each calendar year 2013 to the year 2015 (inclusive)	  	In each calendar year the Minimum Revenue Threshold shall be equal to (i) the Minimum Revenue Threshold for the prior calendar year, increased by (ii) the CPI for the current calendar year	
			
	  	2016	  	The Minimum Revenue Threshold for the 2016 calendar year shall be equal to (i) the Minimum Revenue Threshold for the 2015 calendar year, increased by (ii) the CPI for the 2016 calendar year, reduced by (iii) 3%	
			
	  	2017	  	The Minimum Revenue Threshold for the 2017 calendar year shall be equal to (i) the Minimum Revenue Threshold for the 2016 calendar year, increased by (ii) the CPI for the 2017 calendar year, reduced by (iii) 4%	
 
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Relevant Zone	  	Calendar Year	  	Minimum Revenue Threshold	
			
	  	2018	  	The Minimum Revenue Threshold for the 2018 calendar year shall be equal to (i) the Minimum Revenue Threshold for the 2017 calendar year, increased by (ii) the CPI for the 2018 calendar year, reduced by (iii) 5%	
			
	  	Each calendar year 2019 to the year of termination of the Agreement (inclusive)	  	In each calendar year the Minimum Revenue Threshold shall be equal to (i) the Minimum Revenue Threshold for the prior calendar year, increased by (ii) the CPI for the current calendar year, reduced by (iii) 6%	
			
Zone 3	  	2012	  	The amount set forth on Schedule 2	
			
	  	2013	  	The Minimum Revenue Threshold for the 2013 calendar year shall be equal to the Minimum Revenue Threshold for the prior calendar year (which shall, for the avoidance of doubt, include the amounts allocated to Morocco and Spain as set out in Schedule 2 ). reduced by (ii) 3%	
			
	  	2014	  	[*****]	
			
	  	Each calendar year 2015 to the year of termination of the Agreement (inclusive)	  	In each calendar year the Minimum Revenue Threshold shall be equal to the Minimum Revenue Threshold for the prior calendar year, reduced by (ii) 3%	
			
Zone 4	  	2014	  	[*****]	
			
	  	2015	  	[*****]	
			
	  	2016	  	[*****]	
			
	  	Each calendar year 2017 to the year of termination of the Agreement (inclusive)	  	In each calendar year the Minimum Revenue Threshold shall be equal to the Minimum Revenue Threshold for the prior calendar year, reduced by (ii) 3%	
(b) Section 3.2(f) of the MSA shall be deleted in its entirety and replaced with the following:
“(f) in Zone 3 and Zone 4 all amounts shall be recorded in Euros, and all amounts expressed or recorded in any currency other than Euros shall be converted to Euros using the average exchange rate for the applicable calendar year published by Bloomberg L.P. (or its successor);”
(c) words “, Morocco, Spain” shall be deleted in their entirety from, and words “(other than the countries included in the definitions of Zone 1, Zone 2 and Zone 4)” shall be added immediately after words “any other country” in, the definition of “ Zone 3 ” contained in Section 12.12(yyy) of the MSA;
(d) the following new definition shall be added as new Section 12.12 (zzz) of the MSA:
 
3

IN WITNESS WHEREOF, each of the Parties has caused this Amendment Agreement to be duly executed on its behalf on the day and year first above written.

ATENTO LUXCO 1	
		
By:	 	/s/ Jay Corrigan	
Name:	 	Jay Corrigan	
Title:	 	Director	

By:	 	/s/ Aurelien Vasseur	
Name:	 	Aurelien Vasseur	
Title:	 	Director	

TELEFÓNICA S.A.	
		
By:	 	/s/ Ángel Vilá Boix	
Name:	 	Ángel Vilá Boix	
Title:	 	Chief Financial Officer and
Director Corporate Development	
 
5

Annex 1
To: Compañía de Inversiones y Teleservicios S.A. (formerly Atento Inversiones y Teleservicios, S.A.) (the “ VLN Lender ”)
16 May 2014
Dear Sirs,
Vendor Loan Note (the “VLN Agreement”) dated on 12 December 2012 and made between the VLN Lender and Atalaya Luxco Midco S.á r.l. as borrower (the “Borrower”)
 
1.	Interpretation	
 
(a)	Capitalised terms defined in the VLN Agreement have the same meaning when used in this letter and references to a Clause or Schedule shall be deemed to be a reference to a Clause or Schedule of the VLN Agreement, unless stated otherwise.	
 
(b)	The provisions of construction in Clauses 1.2 to Clause 1.8 (inclusive) of the VLN Agreement apply to this letter as though they were set out in full in this letter.	
 
(c)	The parties to the VLN Agreement are entering into this letter to amend certain terms of the VLN Agreement.	
 
2.	Background to Consent	
 
(a)	Pursuant to the terms of the sale and purchase agreement dated 11 October, 2012, as amended from time to time (the “ SPA ”), the Atento Luxco 1 S.A. (the “ Provider ”), an affiliate of the Borrower, among other parties, has acquired the Assets (as such term is defined in the SPA) and certain of the subsidiaries of the VLN Lender, whose main activity consists of rendering outsourcing customer and business process outsourcing services (the “ Transaction ”).	
 
(b)	As part of the Transaction: (a) the Provider and Telefonica S.A., an affiliate of the VLN Lender (the “ Recipient ”), entered into a master services agreement, dated as of 12 December, 2012 (the “ MSA ”), whereby, amongst other things, the Provider has agreed to provide (or procure the provision of) certain outsourcing arrangements and services in the CRM sector to the Recipient and its group companies; and (b) on 12 December 2012 the Borrower issued vendor a loan (the “ Loan ”) in the principal amount of €110,000,000 in favour of the VLN Lender (the “ VLN ”) on the terms of the VLN Agreement as part of the consideration for the Transaction.	
 
(c)	The Recipient has requested a reduction in the Minimum Revenue Thresholds (as defined in the MSA) in respect of Morocco and Spain (the “ MSA Amendment ”) in consideration for the payment by Recipient to the Provider of €25,448,000 (the “Payment”).	
 
(d)	The proceeds of the Payment were used by the Provider to extend a loan of the equivalent amount to the Borrower, which the Borrower has used to pre-pay a portion of the principal amount of the VLN equal to the amount of the Payment, such that following such prepayment (or deemed pre-payment) the aggregate principal amount of the VLN shall be reduced accordingly.	
 
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(e)	In connection with the MSA Amendment the parties enter into this letter to document their agreement to the pre-payment of the VLN and certain consequential amendments to the VLN Agreement as set out herein.	
 
3.	Amendments	
The Borrower and VLN Lender agree that as of the date of this letter:
 
(a)	€25,448,000 of the principal outstanding amount of the VLN (and the liabilities of the Borrower in relation thereto) shall be deemed to be irrevocably and unconditionally repaid and discharged (the “ Discharge ”) and the Loan relating thereto shall be deemed to be redeemed and cancelled. For the avoidance of doubt: (i) no payment shall be required to be made by the Borrower in connection with the Discharge and (ii) following the Discharge, there shall remain outstanding an aggregate principal amount of €84,552,000 of the Loan in issue; and	
 
(b)	in order to reflect the Discharge, references in the VLN Agreement to “EUR 110,000,000” shall be deleted in their entirety and replaced with “EUR 84,552,000”.	
 
4.	Effectiveness of the Amendments	
The VLN Agreement will be amended in accordance with paragraph 3 above on and with effect from the date of this letter (the “ Effective Date ”). The Borrower confirms that, save to the extent expressly contemplated in this letter, its obligations under and in relation to the VLN shall not be discharged, varied or otherwise affected by this letter in any way.
 
5.	Miscellaneous	
From the Effective Date, the VLN Agreement and this letter will be read and construed as one document.
 
6.	Counterparts	
This letter may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this letter.
 
7.	Governing Law	
 
(a)	This letter (including the agreement constituted by your acknowledgement of its terms) and any non-contractual obligations arising out of or in connection with it (including any non-contractual obligations arising out of the negotiation of the transaction contemplated by this letter) are governed by Spanish law.	
 
(b)	If you agree to the terms of this letter, please sign where indicated below.	
[ Remainder of this page intentionally left blank ]
 
7

	
 	
Jay Corrigan	

Aurelien Vasseur	
For	
Atalaya Luxco Midco S.á r.l.	
As Borrower	

for and on behalf of	
Compañía de Inversiones y Teleservicios S.A.	
As VLN Lender	
	
Name: Miguel Garrido de las Heras	
	
Title: Sole Director	
	
Date:	

Exhibit 10.6
DATED 12 DECEMBER 2012

VENDOR LOAN AGREEMENT

KIRKLAND & ELLIS INTERNATIONAL LLP
30 St. Mary Axe
London
EC3A 8AF
Tel: +44 (0) 20 7469-2000
Fax: +44 (0) 20 7469-2001
www.kirkland.com

CONTENTS

Clause	  	Page	 	
			
1.	  	Interpretation	  	 	2	  	
			
2.	  	Effective time	  	 	5	  	
			
3.	  	The Loan	  	 	5	  	
			
4.	  	Ranking	  	 	5	  	
			
5.	  	Interest	  	 	5	  	
			
6.	  	Repayment of the Loan	  	 	6	  	
			
7.	  	Bain Payments	  	 	7	  	
			
8.	  	Leverage Threshold Event	  	 	7	  	
			
9.	  	Liquidity Events	  	 	8	  	
			
10.	  	Payment	  	 	8	  	
			
11.	  	Information Rights	  	 	8	  	
			
12.	  	Amendments	  	 	8	  	
			
13.	  	Enforcement Action	  	 	8	  	
			
14.	  	Transfers	  	 	9	  	
			
15.	  	Bain Equity	  	 	9	  	
			
16.	  	Corporate Structure	  	 	9	  	
			
17.	  	Notices	  	 	9	  	
			
18.	  	General	  	 	10	  	
			
19.	  	Governing Law and Jurisdiction	  	 	10	  	
		
SCHEDULE 1 The Lenders	  	 	13	  	
		
SCHEDULE 2 Financial Covenant Definitions	  	 	14	  	
		
SCHEDULE 3 Structure Chart	  	 	15	  	

THIS AGREEMENT is made on 12 December 2012 with effect from the Effective Date
BETWEEN :
 
(1)	Global Laurentia, S.L.U., a company duly incorporated and in existence in accordance with the laws of the Kingdom of Spain, with Tax Identification Number B-86521267 as borrower (“ Spain Holdco 2 ”); and	
 
(2)	The entity(ies) listed in Schedule 1 ( The Lenders ) as lenders (the “ Lenders ”).	
RECITALS
 
(A)	Spain Holdco 2 and certain Affiliates thereof have entered into the Acquisition Agreement (as defined below) in order to acquire substantially all of the assets of Atento Inversiones y Teleservicios S.A. (the “ Acquisition ”).	
 
(B)	Under Section 5.3 of the Acquisition Agreement, the parties thereto have agreed that a portion of the purchase price payable upon the closing of the Acquisition equal to EUR 110,000,000 shall be satisfied by the issuance of a vendor loan note.	
 
(C)	This Agreement shall constitute the “Vendor Loan Note” for the purposes of the Acquisition Agreement.	
IT IS AGREED AS FOLLOWS :
 
1.	INTERPRETATION	
 
1.1	The definitions and rules of interpretation in this clause apply in this Agreement and the schedules to this Agreement.	
“ Acquisition Agreement ” means the share purchase agreement dated 11 October 2012 between Spain Holdco 2 (and certain Affiliates thereof) and Telefonica, S.A. relating to the sale and purchase substantially all of the assets of Atento Inversiones y Teleservicios S.A.;
“ Affiliate ” means in relation to any body corporate (i) each of its parent undertakings; and (ii) any subsidiary undertaking of such body corporate or of any of its parent undertakings;
“ Atento Group ” means BC Luxco Topco S.C.A. and its direct or indirect subsidiaries as of the Effective Date as a consequence of the Acquisition Agreement (but excluding BC Luxco 2 S.á.r.l, BC Luxco 3 S.á.r.l and their direct or indirect subsidiaries) and, in any event, all of the companies acquired by the Bain Group pursuant to the Acquisition Agreement (other than the Atento Argentina Companies), regardless of which Affiliate of the Bain Group controls such companies during the term of this Agreement;
“ Atento Group Leverage Ratio ” means, as of a certain date, the ratio of (i) Financial Indebtedness as of such date to (ii) the EBITDA of the full 12-month period immediately preceding that date, calculated on the basis of the management accounts for the Atento Group, if available; provided , for the avoidance of doubt, that when calculating the Atento Group Leverage Ratio in relation to a Bain Payment, the amount of Financial Indebtedness shall include any Financial Indebtedness incurred by the Atento Group in connection with such Bain Payment even if is incurred immediately after such Bain Payment is made.
 
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“ Bain Equity ” means approximately 360,000,000, being the amount of equity contributed by the Bain Group into the Atento Group in the context of the closing of the Acquisition Agreement.
“ Bain Fees ” means the following transaction, annual management or advisory fees paid by the Atento Group to the Bain Group: (i) a EUR 11,000,000 transaction fee paid upon the completion of the Acquisition Agreement; (ii) an annual management or advisory fee paid by the Atento Group to the Bain Group, provided such management or advisory fee shall not exceed EUR 5,000,000; and (iii) a transaction fee paid upon the closing of any subsequent transaction (including without limitation acquisitions, disposals and debt financing) in an amount up to 1% of the aggregate value of such transaction;
“ Bain Group ” means each of Bain Capital Europe Fund III, L.P., Bain Capital Fund X, L.P., BCIP Associates IV, L.P., BCIP Trust Associates IV, L.P., BCIP Associates IV-B, L.P. and BCIP Trust Associates IV-B, L.P. and their respective Affiliates (but excluding the Atento Group);
“ Bain Payment ” means any payment from the Atento Group to the Bain Group, including by way of dividends, loans, interests (other than PIK interest), management fees, royalties or any other similar or equivalent distribution or payment, but excluding (x) the Bain Fees and (y) any payments made to any portfolio company of the Bain Group in the ordinary course of the Atento Group’s trading activities;
“ Bain Payment Notice ” has the meaning given to it in Clause 7.1 ;
“ Business Day ” means any day (except Saturdays and Sundays) on which banks are generally open for business in Luxembourg and Madrid;
“ Company ” means the borrower of the Loan, from time to time (subject always to the provisions of Clause 14.1(i)) ;
“ Disagreement Notice ” has the meaning given to it in Clause 7.3 ;
“ EBITDA ” has the meaning given to that term in Schedule 2 ( Financial Covenant Definitions );
“ Effective Date ” means the time at which the Closing Purchase Price has been paid in accordance with Section 5.3 of the Acquisition Agreement.
“ Final Repayment Date ” means the date which is ten years from the Effective Date;
“ Financial Indebtedness ” has the meaning given to that term in Schedule 2 ( Financial Covenant Definitions );
“ Group Finance Documents ” means any finance document or agreement in respect of any Financial Indebtedness of the Atento Group or any finance document or agreement in respect of any refinancing, extension or amendment of the financing under such document);
“ Group Financing Default ” means any default, event of default or similar provision under any Group Finance Document;
“ Head Office Cost ” means the lesser of (i) the costs or expenses incurred by the holding companies of the Atento Group during such Interest Period in connection with the
 
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administration or operation of the Atento Group, plus the Bain Fees (without double-counting); and (ii) and amount equal to EUR 35,000,000 for the first Interest Period (increased by 3% for each subsequent Interest Period, on a compounding basis);
“ Interest Payment Date ” has the meaning given to it in Clause 5.3 ;
“ Interest Period ” means a period of twelve months, with the first Interest Period starting on the Effective Date;
“ Interest Payment Date ” has the meaning given to it in Clause 5.3 ;
“ Leverage Threshold ” has the meaning given to it in Clause 7.1 ;
“ Leverage Threshold Event ” has the meaning given to it in Clause 8.1 ;
“ Loan ” means the loan deemed to have been made pursuant to Clause 2 or the principal amount outstanding at any time plus accrued but unpaid interest;
“ Majority Lenders ” means a Lender or Lenders whose aggregate Participations are more than 50.1 per cent. of the Total Participations;
“ Participation ” means in respect of a Lender, the amount of the Loan set opposite such Lender’s name under the heading “Participation” in Schedule 1 ( The Lenders ) and the amount of any other Participation transferred to it under this Agreement (in each case to the extent not cancelled, reduced or transferred by it under this Agreement);
“ Parties ” means the Company and the Lenders, and “ Party ” means any one of them;
“ Permitted Proceeds ” has the meaning given to it in Clause 8.1 ;
“ Public Offering ” means a public offering and sale of shares of a company pursuant to an effective registration or an effective listing or qualification on an internationally recognised securities exchange in accordance with applicable requirements;
“ Relevant Repayment Amount ” means an amount equal to the sum of
BP x 23.40%
where “BP” means the amount of the Bain Payment that is to be made and 23.40% being the result of the following formula: (110/110 + Bain Equity).
“ Sale of the Atento Group ” means the direct or indirect sale, transfer, conveyance or other disposition of at least 66.66% of the business and assets of the Atento Group (other than in connection with non-Secondary Public Offerings). For the avoidance of doubt, the direct or indirect sale, transfer, conveyance or other disposition of all of the business and assets of the Atento Group in Spain, Mexico and Brazil shall be deemed a Sale of the Atento Group;
“ Secondary Public Offering ” means a Public Offering of BC Luxco Topco S.C.A. whereby shareholders of BC Luxco Topco S.C.A. sell shares of BC Luxco Topco S.C.A. in such Public Offering;
“ Total Participations ” means the aggregate of the Participations, being EUR 110,000,000 (in words: one hundred and ten million Euros) at the Effective Date; and
 
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“ Upstream Payments ” has the meaning given to it in Clause 5.4 .
 
1.2	Any phrase introduced by the terms “ including ”, “ include ” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.	
 
1.3	Words denoting “ persons ” shall include corporations, words in the singular shall include the plural and in the plural shall include the singular, and a reference to one gender includes a reference to the other genders.	
 
1.4	A reference to a clause or a schedule is (unless expressly stated otherwise) a reference to a clause of, or schedule to, this Agreement.	
 
1.5	The schedules to this Agreement form part of (and are incorporated into) this Agreement.	
 
1.6	Headings are for convenience only and do not affect the interpretation of this Agreement.	
 
1.7	Any reference to a Group Finance Document shall include such document to the extent amended, modified or replaced from time to time.	
 
1.8	Capitalized terms that are used but not otherwise defined herein shall have the meanings ascribed to them in the Acquisition Agreement.	
 
2.	EFFECTIVE TIME	
The Parties agree that this Agreement shall become effective on and from the Effective Date.
 
3.	THE LOAN	
The Lenders are hereby deemed to have made a loan to the Company in an aggregate amount equal to the Total Participations on and subject to the terms and conditions contained in this Agreement.
 
4.	RANKING	
The Loan shall represent a direct and unsecured obligation of the Company and shall rank in right and priority of payment:
 
 	(a)	senior to any debt or equity claim of the equityholders of the Company and any other equity investor in BC Luxco Topco S.C.A. (and any direct or indirect parent company or entity of BC Luxco Topco S.C.A.);	
 
 	(b)	pari passu with ordinary course payables of the Company; and	
 
 	(c)	junior to all other indebtedness of the Company.	
 
5.	INTEREST	
 
5.1	Interest shall accrue on the principal amount of the Loan from (and including) the Effective Date to (but excluding) the Final Repayment Date at a rate of five per cent. per annum	
 
- 5 -

5.2	Interest shall be calculated on the basis of the actual number of days elapsed and a three hundred sixty-five day year.	
 
5.3	Subject to Clause 5.4 below, interest shall be payable in cash on the last day of each Interest Period (“ Interest Payment Date ”).	
 
5.4	The Parties acknowledge that in order to make cash interest payments with respect to the Loan, monies need to be upstreamed or otherwise transferred to the Company from a direct or indirect subsidiary of the Company (“ Upstream Payments ”) and agree that interest on the Loan shall only be payable in cash if and to the extent that:	
 
 	a)	no Group Financing Default (which for the avoidance of doubt shall not include any shareholders loans) is continuing or would arise as a result of such interest payment or any Upstream Payment;	
 
 	b)	since the last Interest Payment Date, the Company has received Upstream Payments equal to at least the Head Office Cost, in which case interest shall only be payable in cash to the extent that the Upstream Payments exceed such amount; and	
 
 	c)	the Upstream Payments can be completed without breaching (or reasonably expecting to breach) any applicable law, including capital maintenance rules, legal restrictions or rules (including as to lack of distributable reserves) and director and officer fiduciary and other duties;	
provided that the Company shall, subject always to items (a) and (c) above, procure that (in order to make a cash interest payment) its direct and indirect subsidiaries upstream or otherwise distribute monies to the Company to the extent possible without incurring withholding taxes in excess of 20%, and provided further that, notwithstanding the occurrence of any of the circumstances set out in this Clause 5.4 , the Company may elect at its sole discretion to make a cash payment of interest in whole or in part.
 
5.5	If on any Interest Payment Date, any portion of the interest payable is not payable in cash for any reason set out in Clause 5.4 above, such portion will be capitalized and added to the outstanding principal amount of the Loan as of that Interest Payment Date.	
 
5.6	Any accrued interest not paid or capitalised in accordance with Clause 5 shall become due and payable on the Final Repayment Date and shall accrue interest until such date.	
 
6.	REPAYMENT OF THE LOAN	
 
6.1	The Company may repay the Loan, without any premium or penalty, in whole or in part, at any time prior to the Final Repayment Date, provided that such prepayment shall include all accrued but unpaid interest.	
 
6.2	Any such early repayment shall be paid to each Lender pro rata to the amount of the Loan then held by such Lender.	
 
6.3	Unless previously repaid in accordance with this Clause 6 , the Loan shall be repaid in full (including all accrued but unpaid interest) on the Final Repayment Date.	
 
6.4	If any day fixed for repayment of the Loan is not a Business Day, the relevant Loan will be repaid on the next day that is a Business Day.	
 
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7.	BAIN PAYMENTS	
 
7.1	The Atento Group shall be entitled to make Bain Payments only if:	
 
 	a)	the Atento Group Leverage Ratio is, immediately prior to making such Bain Payment, equal to or less than 2.5:1 (the “ Leverage Threshold ”); or	
 
 	b)	to the extent permitted pursuant to Clause 8 below in connection with a Leverage Threshold Event;	
provided , in each case, that the Company has complied with the provisions of Clause 7.2 .
 
7.2	The Atento Group shall be entitled to make Bain Payments if (x) the Company notifies the Lenders in writing (the “ Bain Payment Notice ”) of the amount of the proposed Bain Payment and the current Atento Group Leverage Ratio and (y) an amount equal to the Relevant Repayment Amount is applied in repayment of the Loan, with the balance of such Bain Payment available to be paid to the Bain Group. The Bain Payment (including the Relevant Repayment Amount) may not be paid until the later of (i) the date that is fifteen (15) Business Days following the delivery of the Bain Payment Notice and (ii) the final determination of the Atento Group Leverage Ratio in accordance with Clauses 7.3 and 7.4 below.	
 
7.3	If the Lenders wish to dispute the Company’s calculation of the Atento Group Leverage Ratio, they shall notify the Company within ten (10) Business Days after receiving the Bain Payment Notice (a “ Disagreement Notice ”). If the Lenders do not timely serve a Disagreement Notice, the Atento Group Leverage Ratio set out in the Bain Payment Notice shall be final and binding.	
 
7.4	If the Lenders serve a Disagreement Notice, the Company and the Lenders shall use all reasonable endeavors to meet and reach agreement upon the Atento Group Leverage Ratio. If the Lenders and the Company have not agreed the Atento Group Leverage Ratio within ten (10) Business Days of receipt by the Company of the Disagreement Notice, either the Company or the Lenders may refer the matter to an Independent Expert appointed by the Parties in accordance with paragraph 10 of Schedule V of the Acquisition Agreement. The Independent Expert shall act as an expert and not as an arbitrator and shall make its determination as soon as is reasonably practicable, and in any event within fifteen (15) business days after the date of referral. The Independent Expert’s costs (including any fees and costs of any advisers appointed by the Independent Expert) shall be borne equally by the Company and the Lenders (jointly and severally), or as the Expert may determine.	
 
8.	LEVERAGE THRESHOLD EVENT	
 
8.1	In the event that the Atento Group completes one or a series of related transactions in which it incurs financial indebtedness that causes the Atento Group Leverage Ratio to cross from below the Leverage Threshold to above the Leverage Threshold (a “ Leverage Threshold Event ”), the Atento Group may only make Bain Payments with those proceeds that would have been available to the Atento Group had the Leverage Threshold Event been completed at a level equal to (but not exceeding) the Leverage Threshold (the “ Permitted Proceeds ”). Any proceeds of the Leverage Threshold Event in excess of the Permitted Proceeds may not be used by the Atento Group to make any Bain Payment unless and until the Loan has been repaid in full.	
 
8.2	For the avoidance of doubt, any Bain Payments made in connection with a Leverage Threshold Event may only be made in accordance with the provisions of Clause 7.2 above.	
 
- 7 -

9.	LIQUIDITY EVENTS	
 
9.1	A Secondary Public Offering may not be completed unless and until the Loan has been repaid in full.	
 
9.2	Following the occurrence of a Sale of the Atento Group, the Company shall (subject always to the provisions of Clause 5.4 (a) and (c) above, which shall apply mutatis mutandis hereto) use the net proceeds of such Sale of the Atento Group to repay the Loan.	
 
10.	PAYMENT	
 
10.1	Payment of principal and interest on the Loan shall be made to any account of the Lender notified to the Company by the Lender at least ten (10) Business Days prior to the relevant Interest Payment Date.	
 
10.2	All amounts payable under this Agreement shall be paid subject to any deduction or withholding of taxes required by law (and without any requirement to gross-up).	
 
11.	INFORMATION RIGHTS	
Each Lender shall be entitled to receive (i) any quarterly, bi-annual and audited annual financial statements which are prepared by the Company in the ordinary course and (ii) prior to the completion of any Bain Payment, information on the proposed Bain Payments and the Atento Group Leverage Ratio.
 
12.	AMENDMENTS	
Any term of this Agreement may be amended or waived with the written consent of the Company and the Majority Lenders and any such amendment or waiver will be binding on all Parties.
 
13.	ENFORCEMENT ACTION	
 
13.1	For the purpose of this Clause 13 , “ Enforcement Action ” means in respect of any obligations owed by the Company under the Loan (the “ Liabilities ”):	
 
 	(i)	the exercise of any right of set off, account combination or payment netting against the Company in respect of any obligations owed in respect of the Liabilities;	
 
 	(ii)	the suing for, commencing or joining of any legal or arbitration proceedings against the Company or any Affiliate thereof to recover any Liabilities; or	
 
 	(iii)	the petitioning, applying or voting for, or the taking of any steps (including the appointment of any liquidator, receiver, administrator or similar officer) in relation to, the winding up, dissolution, administration or reorganisation of the Company in respect of any of the Liabilities or any analogous procedure or step in any jurisdiction.	
 
- 8 -

13.2	No Lender may take any Enforcement Action without the consent of all the lenders under the Group Finance Documents.	
 
13.3	No Lender may take any Enforcement Action at any time against any direct or indirect subsidiary of the Company with respect to this Agreement or the Liabilities.	
 
14.	TRANSFERS	
 
14.1	The rights and obligations under the Agreement may not be transferred or assigned, in whole or in part, by either the Company or any Lender; provided that:	
 
 	(iv)	the Company may assign its rights and obligations under this Agreement to any of its direct or indirect 100% parent companies. For the avoidance of doubt, upon any such assignment, the assignee shall become (and the assignor shall cease to be) “the Company” for the purposes of this Agreement; and	
 
 	(v)	a Lender may charge or assign its rights and obligations under this Agreement to any of its Affiliates that has agreed in writing with the Company to adhere to the terms hereof, or as security to a bank or financial institution in connection with the provision to such Lender or any Affiliate thereof of any financial indebtedness so long as such Lender has given the Company at least ten (10) Business Days prior notice.	
 
14.2	Any transfer or assignment made in breach of this Clause 14 shall be void and shall not be binding against the Company.	
 
15.	BAIN EQUITY	
Spain Holdco 2 represents and warrants that the amount of Bain Equity amounts to approximately 360,000,000 Euros.
 
16.	CORPORATE STRUCTURE	
Spain Holdco 2 represents and warrants that the corporate structure of the Atento Group as of immediately after the Closing (as defined in the Acquisition Agreement) is in all material respects as shown in Schedule 3 ( Structure Chart ).
 
17.	NOTICES	
 
17.1	Any notice (including any approval, consent or other communication) in connection with this Agreement and the documents referred to in it:	
 
 	(a)	must be in writing in the English language;	
 
 	(b)	must be left at the address of the addressee or sent by pre-paid recorded delivery (airmail if posted to or from a place outside Spain) to the address of the addressee or sent by facsimile to the facsimile number of the addressee in each case as specified in this Clause in relation to the Party to whom the notice is addressed, and marked for the attention of the person so specified; and	
 
 	(c)	must not be sent by electronic mail.	
 
- 9 -

17.2	The relevant details for all Lenders and the Company at the date of this Agreement are:	
The Lenders:
Ronda de la Comunicación
Edificio Central
Planta 1 a , s/n 28050 Madrid

Facsimile:	  	+ 91 727 14 05	
Attention:	  	Secretario General	
The Company
c/o BC Luxco S.à r.l.
9A, rue Gabriel Lippmann
L-5365 Munsbach
Grand Duchy of Luxembourg
			
Facsimile:	  	+352 26 78 60 60	
Attention:	  	Ailbhe Jennings	
With a copy (which shall not constitute notice) to:
Kirkland & Ellis International LLP
30 St Mary Axe
London, EC3A 8AF

Facsimile:	  	+44 (0)207 469 2001	
Attention:	  	Sam Pakbaz and Justin Hutchinson	
 
17.3	Where a notice or other document is served or sent by post, service or delivery will be deemed to be effected 24 hours after the time when the envelope containing the notice or document is posted and, in proving such service or delivery, it shall be sufficient to prove that such envelope was properly addressed, stamped and posted.	
 
18.	GENERAL	
 
18.1	For the avoidance of doubt, provided that Clause 7 is complied with at all times, nothing in this Agreement shall prohibit the Company or any member of the Atento Group from making any distributions and dividends that are permitted under the Group Finance Documents.	
 
18.2	The Company’s calculation of any amount (including interest) due on the Loan shall (except in the case of manifest error) be binding on all Lenders and all persons claiming through or under them.	
 
19.	GOVERNING LAW AND JURISDICTION	
 
19.1	This Agreement shall be governed by, and construed in accordance with, the laws of Spain.	
 
19.2	The courts of Madrid shall have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Agreement.	
 
- 10 -

IN WITNESS WHEREOF , this Agreement has been executed by the Parties, in two original counterparts which, once duly executed, shall have one sole force and effect, all as of the date first above written.

GLOBAL LAURENTIA S.L.U.	
	
/s/ Antonio Santiago Pérez	

Name:	 	Antonio Santiago Pérez	
		
Title:	 	Director	
[Signature Page - Vendor Loan Note]

IN WITNESS WHEREOF , this Agreement has been executed by the Parties, in two original counterparts which, once duly executed, shall have one sole force and effect, all as of the date first above written.

ATENTO INVERSIONES Y TELESERVICIOS S.A.	
	
/s/ Alejandro Reynal Ample	

Name:	 	Alejandro Reynal Ample	
		
Title:	 	Chief Executive Officer/Attorney-in-fact	
[Signature Page - Vendor Loan Note]

SCHEDULE 1
THE LENDERS

Name of Lender	  	Participation	 	
Atento Inversiones y Teleservicios S.A.	  	€	110,000,000.00	  	
		
Total	  	€	110,000,000.00	  	

SCHEDULE 2
FINANCIAL COVENANT DEFINITIONS
“ EBITDA ” means, for a period of 12 months ending on the date the Atento Group Leverage Ratio is to be calculated in accordance with Clause 7 , the consolidated operating profits of the Atento Group (but not including EBITDA from any non-Atento Group companies acquired by the Atento Group (or arising from an acquisition of substantially all of the assets of such company) following the date of the Agreement):
 
 	(a)	for the avoidance of doubt, before deducting third party interest payable by any member of the Atento Group (to the extent included in operating profit);	
 
 	(b)	for the avoidance of doubt, before deducting any amount of income tax expensed by any member of the Atento Group (to the extent included in operating profit); and	
 
 	(c)	after adding back (to the extent otherwise deducted) any amount attributable to amortisation of intangible assets or depreciation of tangible assets.	
“ Financial Indebtedness ” means, at any time, the aggregate outstanding principal of any financial indebtedness of members of the Atento Group for or in respect of:
 
 	(a)	all financial borrowings and other indebtedness of any Atento Group company by way of any overdraft, acceptance, credit or similar facility;	
 
 	(b)	any drawn revolving facility,	
 
 	(c)	any amount raised by acceptance under any acceptance credit facility;	
 
 	(d)	any note purchase facility or the issue of bonds (but not trade agreements), debentures or loan stock,	
 
 	(e)	all interest, fees and penalties accrued on any or all of the financial borrowings detailed above (to the extent not already included in item (a));	
 
 	(f)	the mark to market effect (positive or negative) of all interest rate, foreign exchange and other derivative instruments to which an Atento Group company is party (or with respect to which an Atento Group company has obligations), and any amounts payable on the termination of such arrangements (to the extent not already included in item (a));	
 
 	(g)	all finance lease obligations of each Subsidiary;	
but excluding (i) unsecured and subordinated shareholder loans of BC Luxco Topco S.C.A., (ii) indebtedness owed by one member of the Atento Group to another member of the Atento Group, (iii) the Loan, (iv) all pension and labour related liabilities; (v) recourse factoring or recourse discounting of receivables by any Atento Group company, and (vi) undrawn credit facilities.

SCHEDULE 3
STRUCTURE CHART

Exhibit 10.8
Execution version
DATE: 28 JANUARY 2013
SUPER SENIOR REVOLVING CREDIT FACILITIES AGREEMENT
relating to
MULTI-CURRENCY REVOLVING FACILITIES
BC LUXCO 1 S.A.
arranged by
BANCO SANTANDER, S.A., BANCO SANTANDER (MEXICO), S.A.
INSTITUCION DE BANCA MÚLTIPLE, GRUPO FINANCIERO SANTANDER
MĖXICO, BBVA BANCOMER, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE,
GRUPO FINANCIERO BBVA BANCOMER AND BANCO BILBAO VIZCAYA
ARGENTARIA, S.A.
as Arrangers
BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
acting as Agent
BANCO BILBAO VIZCAYA ARGENTARIA, S.A.
acting as Spanish Issuing Bank
BBVA BANCOMER, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO
FINANCIERO BBVA BANCOMER
acting as Mexican Issuing Bank
KIRKLAND & ELLIS INTERNATIONAL LLP
30 St. Mary Axe
London EC3A 8AF
Tel: +44 (0)20 7469 2000
Fax: +44 (0)20 7469 2001
www.kirkland.com

					
Table of Contents	

 	  	 	  	Page	 	
			
1.	  	Definitions and Interpretation	  	 	1	  	
2.	  	The Revolving Facility	  	 	42	  	
3.	  	Purpose	  	 	45	  	
4.	  	Conditions of Utilisation	  	 	46	  	
5.	  	Utilisation – Loans	  	 	48	  	
6.	  	Utilisation – Letters of Credit	  	 	50	  	
7.	  	Letters of Credit	  	 	56	  	
8.	  	Optional Currencies	  	 	63	  	
9.	  	Ancillary Facilities	  	 	63	  	
10.	  	Repayment	  	 	69	  	
11.	  	Illegality, Voluntary Prepayment and Cancellation	  	 	71	  	
12.	  	Mandatory Prepayment	  	 	74	  	
13.	  	Restrictions	  	 	76	  	
14.	  	Interest	  	 	78	  	
15.	  	Interest Periods	  	 	79	  	
16.	  	Changes to the Calculation of Interest	  	 	79	  	
17.	  	Fees	  	 	82	  	
18.	  	Tax Gross Up and Indemnities	  	 	85	  	
19.	  	Increased Costs	  	 	93	  	
20.	  	Other Indemnities	  	 	95	  	
21.	  	Mitigation by the Lenders	  	 	97	  	
22.	  	Costs and Expenses	  	 	98	  	
23.	  	Guarantee and Indemnity	  	 	99	  	
24.	  	Representations	  	 	104	  	
25.	  	Information Undertakings	  	 	111	  	
26.	  	General Undertakings	  	 	111	  	
27.	  	Events of Default	  	 	111	  	
28.	  	Changes to the Lenders	  	 	113	  	
29.	  	Changes to the Obligors	  	 	124	  	
30.	  	Role of the Agent, the Arrangers, the Issuing Bank and Others	  	 	128	  	
31.	  	Conduct of Business by the Finance Parties	  	 	138	  	
32.	  	Sharing among the Lenders	  	 	138	  	
33.	  	Payment Mechanics	  	 	140	  	
34.	  	Set-Off	  	 	144	  	
35.	  	Notices	  	 	144	  	
36.	  	Calculations and Certificates	  	 	148	  	
37.	  	Partial Invalidity	  	 	149	  	
38.	  	Remedies and Waivers	  	 	150	  	
39.	  	Amendments and Waivers	  	 	150	  	
40.	  	Confidentiality	  	 	159	  	
41.	  	Counterparts	  	 	164	  	
42.	  	Governing Law	  	 	164	  	
43.	  	Enforcement	  	 	164	  	
 
ii

Table of Contents (Cont.)

 	  	 	  	Page	 	
	  	SCHEDULE 1	  	 	166	  	
	  	The Original Parties	  	 	166	  	
	  	Part 1 The Original Obligors	  	 	166	  	
	  	Part 2 The Original Lenders	  	 	167	  	
	  	SCHEDULE 2	  	 	168	  	
	  	Conditions Precedent	  	 	168	  	
	  	Part 1 Conditions Precedent to Initial Utilization	  	 	168	  	
	  	Part 2 Conditions precedent required to be delivered by an Additional Obligor	  	 	171	  	
	  	SCHEDULE 3	  	 	173	  	
	  	Requests and Notices	  	 	173	  	
	  	Part 1 Utilisation Request	  	 	173	  	
	  	Part 2 Utilisation Request	  	 	174	  	
	  	Part 3 Form of Ancillary Facility Request	  	 	177	  	
	  	SCHEDULE 4	  	 	178	  	
	  	Mandatory Cost Formula	  	 	178	  	
	  	SCHEDULE 5	  	 	181	  	
	  	Form of Transfer Certificate	  	 	181	  	
	  	SCHEDULE 6	  	 	184	  	
	  	Form of Assignment Agreement	  	 	184	  	
	  	SCHEDULE 7	  	 	187	  	
	  	Form of Accession Deed	  	 	187	  	
	  	SCHEDULE 8	  	 	189	  	
	  	Form of Resignation Letter	  	 	189	  	
	  	SCHEDULE 9	  	 	190	  	
	  	Form Of Issuing Bank Accession Agreement	  	 	190	  	
	  	SCHEDULE 10	  	 	192	  	
	  	Timetables	  	 	192	  	
	  	Part 1 Loans	  	 	192	  	
	  	Part 2 Letters of Credit	  	 	193	  	
	  	SCHEDULE 11	  	 	194	  	
	  	Form of Letter of Credit	  	 	194	  	
	  	SCHEDULE 12	  	 	198	  	
	  	Agreed Security Principles	  	 	198	  	
	  	SCHEDULE 13	  	 	201	  	
	  	Form of Increase Confirmation	  	 	201	  	
	  	SCHEDULE 14	  	 	203	  	
	  	Information Undertakings	  	 	203	  	
	  	SCHEDULE 15	  	 	210	  	
	  	General Undertakings	  	 	210	  	
	  	SCHEDULE 16	  	 	244	  	
	  	Event of Default	  	 	244	  	
	  	SCHEDULE 17	  	 	248	  	
	  	New York Law Definitions	  	 	248	  	
	  	SCHEDULE 18	  	 	287	  	
	  	Forms of Notifiable Debt Purchase Transaction Notice	  	 	287	  	
 
iii

Date: 28 January 2013
PARTIES
 
(1)	BC LUXCO 1 S.A. a public limited liability company ( société anonyme ) incorporated and existing under the laws of the Grand Duchy of Luxembourg, with registered office at 9a rue Gabriel Lippman, L-5365 Munsbach, registered with the Luxembourg Register of Commerce and Companies under number B170329 (the “ Parent ”);	
 
(2)	THE ENTITIES listed in Part 1 of Schedule 1 ( The Original Parties ) as original borrowers (the “ Original Borrowers ”);	
 
(3)	THE ENTITIES listed in Part 1 of Schedule 1 ( The Original Parties ) as original guarantors (the “ Original Guarantors ”);	
 
(4)	BANCO SANTANDER, S.A. , BANCO BILBAO VIZCAYA ARGENTARIA, S.A., BBVA BANCOMER, S.A., INSTITUCION DE BANCA MULTIPLE, GRUPO FINANCIERO BBVA BANCOMER and BANCO SANTANDER (MEXICO), S.A. INSTITUCION DE BANCA MÚLTIPLE, GRUPO FINANCIERO SANTANDER MĖXICO as mandated lead arrangers (whether acting individually or together, the “ Arrangers ”);	
 
(5)	THE FINANCIAL INSTITUTIONS listed in Part 2 of Schedule 1 ( The Original Parties ) as lenders (the “ Original Lenders ”);	
 
(6)	BANCO BILBAO VIZCAYA ARGENTARIA, S.A. as agent of the other Finance Parties (the “ Agent ”);	
 
(7)	BANCO BILBAO VIZCAYA ARGENTARIA, S.A. as issuing bank (the “ Spanish Issuing Bank ”); and	
 
(8)	BBVA BANCOMER, S.A., INSTITUCION DE BANCA MULTIPLE, GRUPO FINANCIERO BBVA BANCOMER as issuing bank (the “ Mexican Issuing Bank ”).	
IT IS AGREED as follows:
 
1.	DEFINITIONS AND INTERPRETATION	
 
1.1	Definitions	
In this Agreement:
“ Acceptable Bank ” means:
 
 	(a)	Banco Bilbao Vizcaya Argentaria, S.A., Caixabank, S.A., Banco de Credito de Inversiones, Citibank, N.A., Banco Sabadell, S.A., Mellon Bank, Banco de la Nacion, Scotiabank Peru, S.A., Banco Santander, S.A., Banco de Credito del Peru, Societe Generale S.A., Banco Español de Credito, S.A., Ban Colombia, The Royal Bank of Scotland PLC, Banco Estado, Banco Industrial, S.A., Banco Itau, S.A. and Banque Marocaine du Commerce Extérieur and in each case each of its Affiliates;	
 
1

 	(b)	a bank or financial institution duly authorised under applicable laws to carry on the business of banking (including, without limitation, the business of taking deposits) which is rated at least BBB- by S&P or Fitch or at least Baa3 by Moody’s;	
 
 	(c)	any Finance Party or any Affiliate of a Finance Party;	
 
 	(d)	any other bank or financial institution approved by the Agent (acting reasonably).	
“ Accession Deed ” means a document substantially in the form set out in Schedule 7 ( Form of Accession Deed ) or any other form agreed by the Agent and the Parent (in each case acting reasonably).
“Acquired Indebtedness” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Acquisition ” means the acquisition by the Parent and certain of its Subsidiaries of, amongst other assets, the Target Shares in accordance with the Acquisition Agreement.
“ Acquisition Agreement ” means the share purchase agreement dated 11 October 2012 between, amongst others, the Parent (and its Affiliates) and Telefonica, S.A. relating to the sale and purchase of, amongst other assets, the Target Shares.
“Additional Assets” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Additional Borrower ” means a company which becomes a Borrower in accordance with Clause 29 ( Changes to the Obligors ).
“ Additional Cost Rate ” has the meaning given to that term in Schedule 4 ( Mandatory Cost Formula ).
“ Additional Guarantor ” means a company which becomes an Additional Guarantor in accordance with Clause 29 ( Changes to the Obligors ).
“ Additional Obligor ” means an Additional Borrower or an Additional Guarantor.
“ Affiliate ” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
 
2

“ Agent’s Spot Rate of Exchange ” means the Agent’s spot rate of exchange for the purchase of the relevant currency with the Base Currency in the Spanish foreign exchange market at or about 11:00 a.m. on a particular day.
“ Agreed Security Principles ” means the security principles set out in Schedule 13 ( Agreed Security Principles ).
“ Alternate Rate ” means (A) the rate for the Certificados de la Tesorería de la Federación for a term of twenty-eight (28) or ninety one (91) days published by Banco de México on its official web site (www.banxico.org.mx) (the “ Cetes Rate ”) plus the difference between the Cetes Rate and TIIE determined immediately prior to the date on which TIIE ceases to be published (if such TIIE is higher), or (B) in the event Banco de México does not publish a substitute rate for TIIE or the Cetes Rate, the Costo de Captación a Plazo de Pasivos en Moneda Nacional published by Banco de México on its official web site (www.banxico.org.mx) (the “ CCP Rate ”) plus the difference between the CCP Rate and the TIIE determined immediately prior to the date in which the TIIE ceases to be published (if such TIIE is higher).
In the event Banco de México does not publish or ceases to publish, as the case may be, (at the same time) TIIE, the Cetes Rate and the CCP Rate, the Agent (on behalf of the Lenders) shall enter into negotiations (for a period of not more than 30 (thirty) days) with the Parent, in writing and in good faith, to agree an alternative applicable Alternate Rate, provided that (i) as of the date on which TIIE, the Cetes Rate and the CCP Rate cease to be published, as the case may be, and until such date on which any of such rates or an alternate rate for any of such rates is published or republished, or the Agent and the Parent agree on an alternate interest rate, the Alternate Rate shall be the interest rate that was applied to the Interest Period immediately preceding the date on which any of such rates or an alternate rate for any such rates ceased to be published; (ii) in the event none of such rates (nor an alternate rate for any of such rates) is published during a period of 30 (thirty) days or more, and the Parent and the Agent have not agreed on an alternate interest rate, the applicable interest rate shall be the average of the rates per annum offered by the Reference Peso Banks to banks for inter-bank loans for periods similar to the relevant Interest Period on the first day of the relevant Interest Period or if such day is not a Business Day on the immediately preceding Business Day, which the Agent shall obtain and notify in writing to the Parent on the first day of each Interest Period, and (iii) any interest rate determined pursuant to subparagraphs (i) and (ii) above shall cease to apply as soon as Banco de México publishes or republishes TIIE, the Cetes Rate or the CCP Rate (or any alternate for any of such rates).
“ Ancillary Commencement Date ” means, in relation to an Ancillary Facility, the date on which that Ancillary Facility is first made available, which date shall be a Business Day within the Availability Period for the Revolving Facility.
“ Ancillary Commitment ” means, in relation to an Ancillary Lender and an Ancillary Facility, the maximum Base Currency Amount which that Ancillary Lender has agreed (whether or not subject to satisfaction of conditions precedent) to make available from time to time under an Ancillary Facility and which has been authorised as such under Clause 9 ( Ancillary Facilities ), to the extent that amount is not cancelled or reduced under this Agreement or the Ancillary Documents relating to that Ancillary Facility.
 
3

“ Ancillary Document ” means each document relating to or evidencing the terms of an Ancillary Facility.
“ Ancillary Facility ” means any ancillary facility made available by an Ancillary Lender in accordance with Clause 9 ( Ancillary Facilities ).
“ Ancillary Facility Request ” means a notice substantially in the form set out in Schedule 3 ( Requests and Notices ) or any other form agreed by the Agent and the Parent (in each case acting reasonably).
“ Ancillary Lender ” means each Lender (or Affiliate of a Lender) which makes available an Ancillary Facility in accordance with Clause 9 ( Ancillary Facilities ).
“ Ancillary Outstandings ” means, at any time, in relation to an Ancillary Lender and an Ancillary Facility then in existence the aggregate of the equivalents (as calculated by that Ancillary Lender) in the Base Currency of the following amounts outstanding under that Ancillary Facility then in force:
 
 	(a)	the principal amount under each overdraft facility and on-demand short term loan facility (net of any credit balances on any account of any Borrower of an Ancillary Facility with the Ancillary Lender making available that Ancillary Facility to the extent that the credit balances are freely available to be set-off by that Ancillary Lender against liabilities owed to it by that Borrower under that Ancillary Facility) provided that for the purposes of this calculation any amount of any outstanding utilisation of any BACS facilities (or other similar facilities) made available by an Ancillary Lender shall, with the written consent of that Ancillary Lender be excluded;	
 
 	(b)	the maximum potential liability of each guarantee, bond and letter of credit under that Ancillary Facility (net of any cash cover provided in respect of that guarantee, bond or letter of credit and excluding any liability in respect of amounts of interest or fees); and	
 
 	(c)	the amount fairly representing the aggregate exposure (excluding interest and similar charges) of that Ancillary Lender under each other type of accommodation provided under that Ancillary Facility,	
in each case as determined by such Ancillary Lender, acting reasonably in accordance with its normal banking practice and in accordance with the relevant Ancillary Document.
“ Annual Financial Statements ” means the financial statements of the Parent provided to the Agent and the Lenders pursuant to sub-paragraph (a) of paragraph 1 of Schedule 14 ( Information Undertakings ).
 
4

“ Applicable Accounting Principles ” means:
 
 	(a)	in relation to any audited consolidated financial statements of the Group, IFRS;	
 
 	(b)	in relation to any Obligor incorporated in Mexico, Normas de Información Financiera in Mexico applicable to that Obligor;	
 
 	(c)	in relation to any Obligor incorporated in Spain, generally accepted accounting principles, standards and practices in Spain applicable to that Obligor; and	
 
 	(d)	in relation to any other Obligor, generally accepted accounting principles, standards and practices in its jurisdiction of incorporation, including IFRS.	
“ Approved Jurisdiction ” means Luxembourg, Spain and Mexico.
“Asset Disposition” has the meaning given to that term in Schedule 17 (New York Law Definitions).
“ Assignment Agreement ” means an agreement substantially in the form set out in Schedule 6 ( Form of Assignment Agreement ) or any other form agreed between the relevant assignor and assignee and the Parent.
“ Auditors ” means one of PricewaterhouseCoopers, Ernst & Young, KPMG or Deloitte & Touche or any other firm approved in advance by the Majority Lenders (such approval not to be unreasonably withheld or delayed).
“ Authorisation ” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration in each case required by law or regulation.
“ Availability Period ” means, the period from and including the Closing Date to and including the date falling one Month prior to the Termination Date; and
“ Available Commitment ” means a Lender’s Commitment minus (subject to Clause 9.7 ( Affiliates of Lenders as Ancillary Lenders ) and as set out below):
 
 	(a)	the Base Currency Amount of its participation in any outstanding Utilisations (including letters of Credit and L/C Loans); and	
 
 	(b)	in relation to any proposed Utilisation, the Base Currency Amount of its participation in any other Utilisations that are due to be made on or before the proposed Utilisation Date and the Base Currency Amount of its (and its Affiliates’) Ancillary Commitment in relation to any new Ancillary Facility that is due to be made available on or before the proposed Utilisation Date	
provided that for the purposes of calculating a Lender’s Available Commitment in relation to any proposed Utilisation under the Revolving Facility, the following amounts shall not be deducted from a Lender’s Commitment:
 
 	(a)	that Lender’s participation in any Utilisations that are due to be repaid or prepaid on or before the proposed Utilisation Date; and	
 
 	(b)	that Lender’s (or its Affiliate’s) Ancillary Commitments to the extent that they are due to be reduced or cancelled on or before the proposed Utilisation Date.	
 
5

“ Available Facility ” means the aggregate for the time being of each Lender’s Available Commitment.
“ Bank Levy ” means any bank levy in any jurisdiction which has been formally announced as proposed (though not yet enacted into law) as at the date of this Agreement and in relation to which a Lender would reasonably be able to quantify the relevant Increased Costs or loss or liability for or on account of Tax (as applicable) as at the date of this Agreement.
“ Base Currency ” means Euro.
“ Base Currency Amount ” means:
 
 	(a)	in relation to a Utilisation, the amount specified in the Utilisation Request delivered by a Borrower for that Utilisation (or, if the amount requested is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on the date which is three (3) Business Days before the Utilisation Date or, if later, on the date the Agent receives the Utilisation Request in accordance with the terms of this Agreement); and	
 
 	(b)	in relation to an Ancillary Commitment, the amount specified as such in the notice delivered to the Agent by the Parent pursuant to Clause 9.2 ( Availability ) (or, if the amount specified is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on the date which is three (3) Business Days before the Ancillary Commencement Date for that Ancillary Facility or, if later, the date the Agent receives the notice of the Ancillary Commitment in accordance with the terms of this Agreement),	
as adjusted to reflect any repayment, prepayment, consolidation or division of a Utilisation, or (as the case may be) cancellation or reduction of an Ancillary Facility.
“ Base Reference Bank Rate ” means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request by the Base Reference Banks as the rate at which the relevant Base Reference Bank could borrow funds in the European interbank market in the relevant currency and for the relevant period, were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in that currency and for that period.
“ Base Reference Banks ” means the principal Madrid offices of Banco Bilbao Vizcaya Argentaria, S.A. and Banco Santander, S.A. or, in each case, such other banks as may be appointed by the Agent in consultation with the Parent.
 
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“ Board of Directors ” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Borrower ” means an Original Borrower or an Additional Borrower unless it has ceased to be a Borrower in accordance with Clause 29 ( Changes to the Obligors ).
“ Break Costs ” means the amount (if any) by which:
 
 	(a)	the interest (excluding the Margin (but including the actual cost of funds Incurred by the Lender that is additional to the cost of funds relating to TIIE or LIBOR, for any Loan denominated in MEX$ or USD) and Mandatory Costs (if any)) which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;	
exceeds:
 
 	(b)	the amount which that Lender would be able to obtain by placing an amount equal to the principal amount of that Loan or Unpaid Sum received by it on deposit with a leading bank or, in relation to any Mexican Lender, a Mexican Leading Bank, in the Relevant Interbank Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.	
“ Business Day ” means a day (other than a Saturday or Sunday) on which banks are open for general business:
 
 	(a)	in Madrid (in relation to any date for payment or purchase of Euro) and any TARGET Day;	
 
 	(b)	in Mexico City (in relation to any date for payment or purchase of MEX$); and	
 
 	(c)	in New York (in relation to any date for payment or purchase of USD).	
“Calculation Date ” has the meaning given to that term in the definition of Relevant Period.
“Capital Stock” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“Capitalised Lease Obligations” has the meaning given to that term in Schedule 17 (New York Law Definitions).
“ Cash ” means, at any time, cash in hand or at bank and (in the latter case) credited to an account in the name of a member of the Group with an Acceptable Bank and to which a member of the Group is alone (or together with other members of the Group) beneficially entitled and for so long as:
 
 	(a)	that cash is repayable within 30 days of the relevant date of calculation;	
 
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 	(b)	repayment of that cash is not contingent on the prior discharge of any other Financial Indebtedness of any member of the Group or of any other person whatsoever or on the satisfaction of any other condition;	
 
 	(c)	there is no security over that cash except for Transaction Security or any Permitted Liens constituted by a netting or set-off arrangement entered into by members of the Group in the ordinary course of their banking arrangements; and	
 
 	(d)	the cash is freely and (except as mentioned in paragraph (a) above) immediately available to be applied in repayment or prepayment of the Revolving Facility (including with respect to any Ancillary Facility),	
and shall include cash in tills and cash in transit.
“ Cash Equivalents ” has the meaning given to that term in Schedule 17 (New York Law Definitions).
“ Cash Management Services ” has the meaning given to that term in Schedule 17( New York Law Definitions ).
“ Centre of Main Interests ” means the “centre of main interests” as such term is used in Article 3(1) of The Council of the European Union Regulation (EC) no. 1346/2000 on Insolvency Proceedings.
“ Change of Control ” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Change of Control Prepayment Event ” has the meaning given to the term “Change of Control Repurchase Event” in Schedule 17 ( New York Law Definitions ).
“ Change of Control Repurchase Event ” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Charged Property ” means all of the assets of the Obligors which from time to time are, or are expressed to be, the subject of the Transaction Security.
“ Clean-Up Default ” means an Event of Default other than an Event of Default referred to in paragraph 1.1, paragraph 1.2, paragraph 1.6 or paragraph 1.7 of Schedule 16 ( Event of Default ).
“ Clean-Up Representation ” means any of the representations and warranties made under Clause 24 ( Representations ).
“ Clean-Up Undertaking ” means any of the undertakings specified in Clause 25 ( Information Undertakings ) and Clause 26 ( General Undertakings ).
 
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“ Closing Date ” means the date on which the Notes are issued.
“ Code ” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Commitment ” means:
 
 	(a)	in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading “Commitment” in Part 2 of Schedule 1 ( The Original Parties ) and the amount of any other Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 ( Increase ); and	
 
 	(b)	in relation to any other Lender, the amount in the Base Currency of any Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 ( Increase ),	
to the extent not cancelled, reduced or transferred by it under this Agreement.
“ Confidential Information ” means all information relating to the Parent, any Obligor, the Group, the Finance Documents, the other Transaction Documents or the Revolving Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Revolving Facility from either:
 
 	(a)	the Investors, any member of the Group or any of its advisers; or	
 
 	(b)	another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its advisers,	
in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:
 
 	(i)	is or becomes public information other than as a direct or indirect result of any breach by that Finance Party or any of its Affiliates of Clause 40 ( Confidentiality );	
 
 	(ii)	is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or	
 
 	(iii)	is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.	
 
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“ Confidentiality Undertaking ” means a confidentiality undertaking substantially in a recommended form of the LMA or in any other form agreed between the Parent and the Agent which, in each case, is addressed to, or capable of being relied upon by, the Parent without requiring its signature by virtue of reliance on the Third Parties Act (as defined in Clause 1.6 ( Third party rights )) and is not capable of being materially amended without the Parent’s prior written consent.
“ Consolidated Depreciation and Amortization Expense ” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“Consolidated EBITDA” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“Consolidated Interest Expense” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Consolidated Net Drawn Super Senior Facilities Debt ” means at any time, the aggregate amount in the Base Currency of all outstanding Loans or outstanding cash drawings under Ancillary Facilities (and any principal amount owing under a Letter of Credit to the extent issued only in respect of cash drawings from Permitted Debt of a wholly owned Restricted Subsidiary of the Group (but only to the extent of such outstanding amount of cash drawings at that time)) (in each case converted into the Base Currency at the Initial Applicable Rate) less any amount of Cash and Cash Equivalents held by each member of the Group to the extent freely available for debt service.
“Consolidated Net Income” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Consolidated Secured Leverage ” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Consolidated Secured Leverage Ratio ” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Constitutional Documents ” means the up-to-date consolidated articles of association of the Parent.
“Contingent Obligations” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Credit Facility ” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Credit Facility Documents ” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ CRM ” means (i) customer interaction in different channels, including, among others, in store, telephone, e-mail, messaging, webchat and social networks, for marketing, support
 
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and general engagement purposes at own or client’s premises; (ii) fulfillment of any associated processing activities; (iii) design, execution and analysis for surveys and similar data gathering tasks on behalf of Recipient Group Companies; (iv) design, set up and operation of customer relationship management infrastructure and related technical activities for the provisions of the services referred to in (i) to (iii) above.
“ Currency Utilisation Limit ” means each of the USD Utilisation Limit and the MEX$ Utilisation Limit.
“ Debt Purchase Transaction ” means, in relation to a person, a transaction where such person:
 
 	(a)	purchases by way of assignment or transfer;	
 
 	(b)	enters into any sub-participation in respect of; or	
 
 	(c)	enters into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of,	
any Commitment or amount outstanding under this Agreement.
“ Declared Default ” means an Event of Default has occurred and is continuing and in respect of which the Agent has served a notice on the Parent in accordance with the provisions of Clause 27.2 ( Acceleration ) for the immediate repayment and cancellation of the Revolving Facility (and the notice in relation to such demand for immediate repayment has not been withdrawn, cancelled or otherwise ceased to have effect).
“ Dedicated Entity ” means a person established primarily for the purpose of making, purchasing or investing in loans or debt securities and which is managed or controlled independently (and where customary information barriers are in place) from funds or partnerships managed or controlled by the Investors or any of its Affiliates which have any ownership interest in the Group.
“ Default ” means an Event of Default or any event or circumstance specified in Clause 27 ( Events of Default .) including those listed in Schedule 16 ( Event of Default ) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default, provided that for the avoidance of doubt any such event or circumstance which requires any determination as to materiality to be made before it may become an Event of Default shall not be a Default until such determination is made.
“ Defaulting Lender ” means any Lender (other than a Lender which is an Investor Affiliate):
 
 	(a)	which has failed to make its participation in a Loan available or has notified the Agent that it will not make its participation in a Loan available by the Utilisation Date of that Loan in accordance with Clause 5.4 ( Lenders’ participation ) , other than as a result of the occurrence and continuance of an Event of Default or the	
 
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 	failure by the Borrower to satisfy any conditions precedent for the relevant Utilization, or has failed to provide cash collateral (or has notified the Issuing Bank that it will not provide cash collateral) in accordance with Clause 7.4 ( Cash collateral by Non-Acceptable L/C Lender );	
 
 	(b)	which has otherwise rescinded or repudiated a Finance Document other than as a direct result of a breach of any of the terms of a Finance Document by any Obligor or as mandated by law; or	
 
 	(c)	with respect to which an Insolvency Event has occurred and is continuing,	
unless, in the case of paragraph (a) above:
 
 	(i)	its failure to pay is caused by:	
 
 	(A)	administrative or technical error; or	
 
 	(B)	a Disruption Event; and	
payment is made within five (5) Business Days of its due date; or
 
 	(ii)	the Lender is disputing in good faith whether it is contractually obliged to make the payment in question.	
“ Delegate ” means any delegate, agent, attorney or co-trustee appointed by the Security Agent.
“ Designated Gross Amount ” has the meaning given to that term in Clause 9.2 ( Availability ).
“ Designated Net Amount ” has the meaning given to that term in Clause 9.2 ( Availability ).
“Designated Non-Cash Consideration” has the meaning given to that term in Schedule 17 (New York Law Definitions).
“Designated Preferred Stock” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“Disinterested Director” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“Disqualified Stock” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Disruption Event ” means either or both of:
 
 	(a)	a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for	
 
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 	payments to be made in connection with the Revolving Facility (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or	
 
 	(b)	the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:	
 
 	(i)	from performing its payment obligations under the Finance Documents; or	
 
 	(ii)	from communicating with other Parties in accordance with the terms of the Finance Documents,	
and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.
“ ECA ” means a foreign financing entity engaged in promoting exports by granting loans and guarantees in preferential terms registered in the registry referred to in Article 197 of the Income Tax Law ( Ley del Impuesto Sobre la Renta ) under Mexican law or any other substitute registry.
“ Environment ” means humans, animals, plants and all other living organisms including the ecological systems of which they form part and the following media:
 
 	(a)	air (including, without limitation, air within natural or man-made structures, whether above or below ground);	
 
 	(b)	water (including, without limitation, territorial, coastal and inland waters, water under or within land and water in drains and sewers); and	
 
 	(c)	land (including, without limitation, land under water).	
“ Environmental Claim ” means any claim, proceeding, formal notice or investigation by any person in respect of any Environmental Law.
“ Environmental Law ” means any applicable law or regulation which relates to:
 
 	(a)	the pollution or protection of the Environment;	
 
 	(b)	the conditions of the workplace; or	
 
 	(c)	the generation, handling, storage, use, release or spillage of any substance which, alone or in combination with any other, is capable of causing harm to the Environment, including, without limitation, any waste.	
“Equity Offering” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
 
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“ EURIBOR ” means, in relation to any Loan in euro:
 
 	(a)	the applicable Screen Rate; or	
 
 	(b)	(if no Screen Rate is available for the Interest Period of that Loan) the Reference Bank Rate,	
as of the Specified Time on the Quotation Day for euro and for a period comparable to the Interest Period of that Loan and, if that rate is less than zero, EURIBOR shall be deemed to be zero.
“ Event of Default ” means any event or circumstance specified as such in Clause 27 ( Events of Default ) and Schedule 16 ( Event of Default ).
“Exchange Act” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“Excluded Contribution” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Existing Lender ” has the meaning given to that term in Clause 28.1 ( Assignments and transfers by the Lenders ).
“ Expiry Date ” means, for a Letter of Credit, the last day of its Term.
“ Facility Office ” means:
 
 	(a)	in respect of a Lender or the Issuing Bank, the office or offices notified by that Lender or the Issuing Bank to the Agent in writing on or before the date it becomes a Lender or the Issuing Bank (or, following that date, by not less than five (5) Business Days written notice) as the office or offices through which it will perform its obligations under this Agreement; or	
 
 	(b)	in respect of any other Finance Party, the office in the jurisdiction in which it is resident for tax purposes.	
“Fair Market Value” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ FATCA ” means:
 
 	(a)	sections 1471 to 1474 of the US Internal Revenue Code of 1986 (the “ Code ”) or any associated regulations or other published official guidance;	
 
 	(b)	any treaty, law, regulation or other published official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of paragraph (a) above; or	
 
 	(c)	any agreement pursuant to the implementation of paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.	
 
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“ FATCA Application Date ” means:
 
 	(a)	in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 January 2014;	
 
 	(b)	in relation to a “withholdable payment” described in section 1473(1)(A)(ii) of the Code (which relates to “gross proceeds” from the disposition of property of a type that can produce interest from sources within the US), 1 January 2017; or	
 
 	(c)	in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraphs (a) or (b) above, 1 January 2017,	
or, in each case, such other date from which such payment may become subject to a deduction or withholding required by FATCA as a result of any change in FATCA after the date of this Agreement.
“ FATCA Deduction ” means a deduction or withholding from a payment under a Finance Document required by FATCA.
“ FATCA Exempt Party ” means a Party that is entitled to receive payments free from any FATCA Deduction.
“ FATCA FFI ” means a foreign financial institution as defined in section 1471(d)(4) of the Code which, if any Finance Party is not a FATCA Exempt Party, could be required to make a FATCA Deduction.
“ Fee Letter ” means any letter or letters entered into by reference to this Agreement between one or more Finance Parties and a member of the Group setting out the fees payable in relation to the Revolving Facility including, without limitation, any of the fees referred to in Clause 2.2 ( Increase ), or Clause 17 ( Fees ).
“ Finance Document ” means this Agreement, any Accession Deed, any Ancillary Document, any Fee Letter the Intercreditor Agreement, any Ratchet Certificate, any Resignation Letter, any Transaction Security Document, any Utilisation Request and any other document designated as a “Finance Document” by the Agent and the Parent provided that where the term “Finance Document” is used in, and construed for the purposes of, this Agreement or the Intercreditor Agreement shall be a Finance Document only for the purposes of:
 
 	(a)	the definition of “Material Adverse Effect”;	
 
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 	(b)	the definition of “Transaction Document”;	
 
 	(c)	the definition of “Transaction Security Document”;	
 
 	(d)	paragraph (x) of Clause 1.2 ( Construction ); and	
 
 	(e)	Clause 23 ( Guarantee and Indemnity ); and	
 
 	(f)	Clause 27 ( Events of Default ) (other than Clause 27.2 ( Acceleration )).	
“ Finance Party ” means the Agent, the Mexican Agent, the Arrangers, the Security Agent, a Lender, the Issuing Bank or any Ancillary Lender provided that where the term “Finance Party” is used in, and construed for the purposes of, this Agreement or the Intercreditor Agreement shall be a Finance Party only for the purposes of:
 
 	(a)	paragraph (x) of Clause 1.2 ( Construction );	
 
 	(b)	paragraph (c) of the definition of “Material Adverse Effect”;	
 
 	(c)	Clause 31 ( Conduct of Business by the Finance Parties ); and	
 
 	(d)	Clause 23 ( Guarantee and Indemnity ).	
“ Financial Year ” means the annual accounting period of the Group ending on 31 December in each year.
“Fitch” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“Fixed Charges” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“Fixed Charge Cover Ratio” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Group ” means the Parent and each of its Restricted Subsidiaries from time to time
“ Group Structure Chart ” means the group structure chart in the agreed form.
“guarantee” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Guarantor ” means an Original Guarantor or an Additional Guarantor, unless it has ceased to be a Guarantor in accordance with Clause 29 ( Changes to the Obligors ).
“Hedging Obligations” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“Holder” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
 
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“ Holding Company ” means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.
“IFRS” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Immaterial Subsidiary ” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Impaired Agent ” means the Agent at any time when:
 
 	(a)	it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;	
 
 	(b)	the Agent otherwise rescinds or repudiates a Finance Document;	
 
 	(c)	(if the Agent is also a Lender) it is a Defaulting Lender under paragraphs (a) or (b) of the definition of “Defaulting Lender”; or	
 
 	(d)	an Insolvency Event has occurred and is continuing with respect to the Agent,	
unless, in the case of paragraph (a) above:
 
 	(i)	its failure to pay is caused by:	
 
 	(A)	administrative or technical error; or	
 
 	(B)	a Disruption Event; and	
payment is made within five (5) Business Days of its due date; or
 
 	(ii)	the Agent is disputing in good faith whether it is contractually obliged to make the payment in question.	
“ Increase Confirmation ” means a confirmation substantially in the form set out in Schedule 13 ( Form of Increase Confirmation ) or any other form agreed between the Agent and the Parent (in each case acting reasonably).
“ Increase Lender ” has the meaning given to that term in Clause 2.2 ( Increase ).
“Incur” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Indebtedness ” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Indenture ” means the senior secured notes indenture dated on or around the date of this Agreement between the Issuer and the Notes Trustee relating to the terms of the issue of the Notes.
 
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“Independent Financial Advisor” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Initial Applicable Rate ” means:
 
 	(a)	in respect of any Loan denominated in MEX$, the rate of EUR 1 equals MEX$ 16.9385; and	
 
 	(b)	in respect of any Loan denominated in USD, the rate of EUR 1 equals USD 1.3349.	
“ Insolvency Event ” in relation to a Finance Party means that the Finance Party:
 
 	(a)	is dissolved (other than pursuant to a consolidation, amalgamation or merger);	
 
 	(b)	becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;	
 
 	(c)	makes a general assignment, arrangement or composition with or for the benefit of its creditors;	
 
 	(d)	institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;	
 
 	(e)	has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and:	
 
 	(i)	results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation; or	
 
 	(ii)	is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof;	
 
 	(f)	has exercised in respect of it one or more of the stabilisation powers pursuant to Part 1 of the Banking Act 2009 and/or has instituted against it a bank insolvency proceeding pursuant to Part 2 of the Banking Act 2009 or a bank administration proceeding pursuant to Part 3 of the Banking Act 2009;	
 
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 	(g)	has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);	
 
 	(h)	seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets (other than, for so long as it is required by law or regulation not to be publicly disclosed, any such appointment which is to be made, or is made by, a person or entity described in paragraph (d) above);	
 
 	(i)	has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter;	
 
 	(j)	causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (i) above; or	
 
 	(k)	takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.	
“ Intellectual Property ” means:
 
 	(a)	any patents, trade marks, service marks, designs, business names, copyrights, database rights, design rights, domain names, moral rights, inventions, confidential information, knowhow and other intellectual property rights and interests (which may now or in the future subsist), whether registered or unregistered; and	
 
 	(b)	the benefit of all applications and rights to use such assets of each member of the Group (which may now or in the future subsist).	
“ Intercreditor Agreement ” means the intercreditor agreement dated on or about the date of this Agreement and made between, among others, the Parent, the Security Agent, the Agent and the Note Trustee.
“ Interest Period ” means, in relation to a Loan, each period determined in accordance with Clause 15 ( Interest Periods ) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 14.3 ( Default interest ).
“Investment” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Investment Grade” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
 
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“Investment Grade Securities” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Investment Grade Status ” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Investor Affiliate ” means the Sponsor, each of its Affiliates, any trust of which the Sponsor or any of its Affiliates is a trustee, any partnership of which the Sponsor or any of its Affiliates is a partner and any trust, fund or other entity which is managed by, or is under the control of, the Sponsor or any of its Affiliates provided that any Independent Debt Fund shall not constitute an Investor Affiliate.
“ Investors ” mean the Original Investors and their or any subsequent successors, assigns or transferees.
“ Issuing Bank ” means the Original Issuing Banks and any other Lender which has notified the Agent that it has agreed to the Parent’s request to be an Issuing Bank pursuant to the terms of this Agreement (and if more than one Lender has so agreed, such Lenders shall be referred to, whether acting individually or together, as the “Issuing Bank”) provided that, in respect of a Letter of Credit issued or to be issued pursuant to the terms of this Agreement, the “Issuing Bank” shall be the Issuing Bank which has issued or agreed to issue that Letter of Credit.
“ Issuing Bank Accession Agreement ” means an agreement substantially in the form set out in Schedule 9 ( Form Of Issuing Bank Accession Agreement ) or any other form agreed by the Agent and the relevant Issuing Bank (in each case acting reasonably).
“ Issuer ” means the Parent.
“Junior Secured Obligations” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ L/C Loan ” is defined in paragraph (c) of Clause 7.2 (Claims under a Letter of Credit).
“ L/C Proportion ” means in relation to a Lender in respect of any Letter of Credit, the proportion (expressed as a percentage) borne by that Lender’s Available Commitment to the Available Facility immediately prior to the issue of that Letter of Credit, adjusted to reflect any assignment or transfer under this Agreement to or by that Lender.
“ Legal Opinion ” means any legal opinion delivered to the Agent under Clause 4.1 ( Initial conditions precedent ) or Clause 29 ( Changes to the Obligors ).
“ Legal Reservations ” means:
 
 	(a)	the principle that equitable remedies (or remedies that are analogous to equitable remedies in other jurisdictions) may be granted or refused at the discretion of a court, the principles of reasonableness and fairness, the limitation of enforcement by laws relating to bankruptcy, insolvency, reorganisation, court schemes,	
 
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 	moratoria, administration, examinership and other laws generally affecting the rights of creditors and similar principles or limitations under the laws of any applicable jurisdiction;	
 
 	(b)	the time barring of claims under the Limitation Acts or applicable statutes of limitation, the possibility that an undertaking to assume liability for or indemnify a person against non-payment of stamp duty may be void and defences of set-off or counterclaim and similar principles or limitations under the laws of any applicable jurisdiction; or	
 
 	(c)	any other matters which are set out as qualifications or reservations (howsoever described) as to matters of law of general application in the Legal Opinions including, without limitation, financial assistance concerns in relation to the Transaction Documents reflected in the Legal Opinions.	
“ Lender ” means:
 
 	(a)	any Original Lender; and	
 
 	(b)	any bank, financial institution, trust, fund or other entity which has become a Party as a Lender in accordance with Clause 2.2 ( Increase ) or Clause 28 ( Changes to the Lenders ),	
which in each case has not ceased to be a Lender in accordance with the terms of this Agreement.
“ Letter of Credit ” means:
 
 	(a)	a letter of credit, substantially in the form set out in Schedule 12 ( Form of Letter of Credit ) or in any other form requested by the relevant Borrower (or the Parent on its behalf) and agreed by the Issuing Bank; or	
 
 	(b)	any guarantee, indemnity, documentary credit, performance bond or other instrument in a form requested by the relevant Borrower (or the Parent on its behalf) and agreed by the Issuing Bank.	
“ LIBOR ” means, in relation to any Loan:
 
 	(a)	the applicable Screen Rate; or	
 
 	(b)	(if no Screen Rate is available for the currency or Interest Period of that Loan) the Reference Bank Rate,	
as of the Specified Time on the Quotation Day for the currency of that Loan and a period comparable to the Interest Period of that Loan, provided that if any such rate is below zero LIBOR will be deemed to be zero.
“Lien” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
 
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“ Limitation Acts ” means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984.
“ LMA ” means the Loan Market Association.
“ Loan ” means a loan made or to be made under the Revolving Facility or the principal amount outstanding for the time being of that loan.
“ Luxembourg ” means the Grand-Duchy of Luxembourg.
“ Majority Lenders ” means at any time subject to Clause 39.4 ( Non-Responding Lender (“Snooze you lose”) ) and Clause 39.6 ( Disenfranchisement of Defaulting Lenders ) a Lender or Lenders whose Commitments aggregate at least 66  2 ⁄ 3 per cent. of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated at least 66  2 ⁄ 3 per cent. of the Total Commitments immediately prior to that reduction).
“Management Advances” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Mandatory Cost ” means the percentage rate per annum calculated by the Agent in accordance with Schedule 4 ( Mandatory Cost Formula ).
“ Margin ” means in relation to any Loan or Unpaid Sum, 4.50 per cent. per annum
but if:
 
 	(i)	no Event of Default has occurred and is continuing; and	
 
 	(ii)	the Consolidated Secured Leverage Ratio at any time as shown by a certificate (setting out (in reasonable detail) computations as to the Consolidated Secured Leverage Ratio and signed by one authorized signatory of the Parent) delivered by the Parent to the Agent) (the “ Ratchet Certificate ”) is within a range set out below,	
then the Margin for each Loan will be the percentage per annum set out below in the column opposite that range:

Leverage Ratio	  	Margin % p.a.	 	
Greater than 2.00:1.00	  	 	4.50	  	
Equal to or less than 2.00:1.00 but greater than 1.50:1.00	  	 	4.25	  	
Equal to or less than 1.50:1.00	  	 	4.00	  	
However:
 
 	(i)	any increase or decrease in the Margin for a Loan shall take effect on the date (the “ reset date ”) which is five (5) Business Days after receipt by the Agent of the Ratchet Certificate;	
 
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 	(ii)	the Parent shall provide a Ratchet Certificate along with each set of Annual Financial Statements and if, following receipt by the Agent of the Annual Financial Statements and related Ratchet Certificate, those statements and Ratchet Certificate do not confirm the basis for a reduced or increased Margin or demonstrate that the Margin should have been varied using the table above when it has not been, then the provisions of Clause 14.2 ( Payment of interest ) shall apply and the Margin for that Loan shall be the percentage per annum determined using the table above and the revised Consolidated Secured Leverage Ratio calculated using the figures in the Ratchet Certificate and:	
 
 	(A)	if those Annual Financial Statements and related Ratchet Certificate show that any Margin has been under-paid by a Borrower, during the period to which those Annual Financial Statements relate, that Borrower must promptly pay to the Agent such shortfall in that amount that would have been paid to then existing Lenders at the time of the under-payment (and who are still Lenders under the Revolving Facility), and the Agent shall pay any moneys so received or recovered on a pro rata basis to such Lenders; or	
 
 	(B)	if those Annual Financial Statements and Ratchet Certificate show that any Margin has been over-paid by a Borrower, that Margin will be reduced with retrospective effect and any future payments of Margin (to the extent made to Lenders who were Lenders at the time of the over-payment) shall be reduced by the Agent in such amount as the Agent shall determine is necessary to put the relevant Borrowers in the position they would have been in had the appropriate Margin as demonstrated by those Annual Financial Statements and Ratchet Certificate applied;	
 
 	(iii)	the Margin may increase or decrease by any number of levels on a reset date; and	
 
 	(iv)	while an Event of Default is continuing, the Margin for each Loan under the Revolving Facility shall be the highest percentage rate per annum set out above for a Loan under the Revolving Facility. Once that Event of Default has been remedied or waived, from that date the Margin for each outstanding Loan at that time will be calculated on the basis of the most recently delivered Ratchet Certificate and the terms of this definition of “Margin” shall apply (on the assumption that on the date of the most recently delivered Ratchet Certificate, no Event of Default had occurred or was continuing) with effect from the date of such remedy or waiver; for so long as no other Event of Default has occurred.	
“ Material Adverse Effect ” means a materially adverse effect on:
 
 	(a)	the business, assets or financial condition of the Group (taken as a whole); or	
 
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 	(b)	the ability of the Obligors (taken as a whole) to perform their payment obligations under the Finance Documents taking into account the financial resources available to the Obligors from other members of the Group (including funds and insurance and other claims and indemnities available to the Group); or	
 
 	(c)	subject to the Legal Reservations and the Perfection Requirements, the validity or enforceability of, or effectiveness of the Finance Documents or ranking of, any security granted or purporting to be granted pursuant to any of the Finance Documents in a manner or to an extent which would be materially adverse to the interests of the Finance Parties.	
“ Material New Term ” has the meaning given to that term in Clause 12.3 ( Note Purchase Condition - General ).
“ Mexican Agent ” means BBVA Bancomer, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer.
“ Mexican Facilities Agreement ” means the senior term and revolving senior facilities agreement for a maximum amount of MEX$1,100,000,000.00 dated 7 December 2012 between B.C. Atalaya Mexholdco, S. R.L. de C.V. as borrower, Banco Santander (Mexico), S.A., Institución de Banca Multiple, Grupo Financiero Santander and BBVA Bancomer, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer as lenders and BBVA Bancomer, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer as agent.
“Mexican Leading Banks ” means, jointly, Banco Nacional de México, S.A., Institución de Banca Múltiple, Integrante del Grupo Financiero Banamex, HSBC México, S.A. Institución de Banca Múltiple, Grupo Financiero HSBC, Banco Santander (México), S.A., Institución de Banca Múltiple, Grupo Financiero Santander and BBVA Bancomer, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer.
“Mexican Lender ” means any Lender the Facility Office of which is located in Mexico.
“ Mexico ” means the United Mexican States.
“ MEX$ Utilisation Limit ” has the meaning given to that term in Clause 5.3 ( Currency and amount ).
“ Month ” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:
 
 	(a)	(subject to paragraph (b) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;	
 
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 	(b)	if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and	
 
 	(c)	if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.	
The above rules will only apply to the last Month of any period.
“ Moody’s ” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“Nationally Recognized Statistical Rating Organisation” has the meaning given to that term in Schedule 17 (New York Law Definitions).
“Net Available Cash” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“Net Cash Proceeds” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ New Equity ” means the proceeds of a subscription for shares in or contribution to the capital of the Parent.
“ New Lender ” has the meaning given to that term in Clause 28 ( Changes to the Lenders ).
“New Management Agreement” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ New Shareholder Injections ” means the aggregate amount of New Equity and/or Subordinated Shareholder Debt.
“ Non-Acceptable L/C Lender ” means a Lender (other than an Original Lender) which:
 
 	(a)	is not an Acceptable Bank within the meaning of paragraph (b) of the definition of “Acceptable Bank” (other than a Lender which each relevant Issuing Bank has agreed is acceptable to it notwithstanding that fact); or	
 
 	(b)	is a Defaulting Lender or an Insolvency Event has occurred in respect of a Holding Company of such Lender;	
 
 	(c)	has failed to make (or has notified the Agent that it will not make) a payment to be made by it under Clause 7.3 ( Indemnities ) or Clause 30.10 ( Lenders’ indemnity to the Agent ) or any other payment to be made by it under the Finance Documents to or for the account of any other Finance Party in its capacity as Lender by the due date for payment unless the failure to pay falls within the description of any of those items set out at paragraphs (i) and (ii) of the definition of Defaulting Lender.	
 
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“ Non-Consenting Lender ” has the meaning given to that term in Clause 39.5 ( Replacement of Lender ).
“Non-Guarantor” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Note Documents ” means the Notes, the Note Purchase Agreement and the Indenture.
“ Notes Purchase Agreement ” means the notes purchase agreement dated on or around the Closing Date in connection with the acquisition of the Notes on the Closing Date by the initial purchasers party thereto.
“ Notes Trustee ” means Citibank, N.A., London Branch or any successor trustee appointed in accordance with the Note Indenture.
“ Notes ” means the US$300,000,000 senior secured US dollar notes due 2020 to be issued under the terms of the Indenture.
“Obligations” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Obligor ” means a Borrower or a Guarantor.
“ Obligors’ Agent ” means the Parent or such other person, appointed to act on behalf of each Obligor in relation to the Finance Documents pursuant to Clause 2.4 ( Obligors’ Agent ).
“Offering” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“Offering Circular” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“Officer” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“Officers Certificate” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“Opinion of Counsel” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Optional Currency ” means a currency (other than the Base Currency) which complies with the conditions set out in Clause 4.3 ( Conditions relating to Optional Currencies ).
 
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“ Original Issuing Banks ” means the parties listed in this Agreement as the Spanish Issuing Bank and the Mexican Issuing Bank.
“ Original Financial Statements ” means the consolidated audited financial statements of the Target for its Financial Year ended 31 December 2011 (as delivered to the mandated lead arrangers in connection with the Spanish Facilities Agreement and the Mexican Facilities Agreement).
“ Original Investors ” means
 
 	(a)	the Sponsor or any trust, fund, company, partnership, investment vehicle or other entities owned, managed or advised (directly or indirectly) by the Sponsor or of which the Sponsor is the general partner;	
 
 	(b)	any co-investors who do not hold in aggregate a greater economic interest (directly or indirectly) in the capital structure of the Parent and its Holding Companies than the Sponsor; and	
 
 	(c)	certain members of the existing and/or future management of the Group,	
and in each case any Affiliate thereof.
“ Original Obligor ” means an Original Borrower or an Original Guarantor.
“Other Collateral Secured Obligations” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Pagaré ” means each promissory note in the agreed form that is made and signed by a Borrower incorporated in Mexico in favor of each Lender, evidencing each Loan outstanding in respect of such Borrower which must constitute non-negotiable títulos de crédito and be pagarés no negociables in accordance with the provisions of the Mexican law on Negotiable Documents and Credit Operations ( Ley General de Títulos y Operaciones de Crédito ).
“Parent” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“Parent Expenses” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“Pari Passu Indebtedness” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“Pari Passu Secured Obligations” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Participating Member State ” means any member state of the European Union that has the Euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.
 
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“ Party ” means a party to this Agreement.
“Payment Priority Obligations” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Perfection Requirements ” means the making or procuring of appropriate registrations, filings, endorsements, stampings, notarisations and/or other actions and steps required to be made in any Relevant Jurisdiction in order to perfect or in order to achieve the relevant priority of the Transaction Security.
“Permitted Asset Swap” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“Permitted Collateral Liens” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Permitted Debt ” has the meaning given to that term in Paragraph 1 ( Incurrence of Indebtedness ) of Schedule 15 ( General Undertakings ).
“Permitted Holders” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“Permitted Investment” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“Permitted Liens” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Permitted Reorganisation ” means any amalgamation, demerger, merger, voluntary liquidation, consolidation, reorganization, winding up or corporate reconstruction involving a member of the Group (a “ Reorganisation ”) that is made on a solvent basis provided that :
 
 	(a)	any payments or assets distributed in connection with such Reorganization remain within the Group; and	
 
 	(b)	if any shares or other assets are subject to Transaction Security, equivalent Transaction Security must be granted over such shares or assets of the recipient.	
“Person” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“Preferred Stock” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“Purchase Agreement” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
 
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“Purchase Money Obligations” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“Qualified Securitization Financing” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Quarter Date ” means each of 31 March, 30 June, 30 September and 31 December.
“ Quotation Day ” means, in relation to any period for which an interest rate is to be determined:
 
 	(a)	(if the currency is Euro) two (2) TARGET Days before the first day of that period; or	
 
 	(b)	(for any other currency) two (2) Business Days before the first day of that period,	
unless market practice differs in the Relevant Interbank Market for a currency, in which case the Quotation Day for that currency will be determined by the Agent in accordance with market practice in the Relevant Interbank Market (and if quotations would normally be given by leading banks in the Relevant Interbank Market on more than one day, the Quotation Day will be the last of those days).
“Rating Agency” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Receiver ” means a receiver or receiver and manager or administrative receiver of the whole or any part of the Charged Property.
“ Reference Peso Banks ” means Banco Nacional de México, S.A., Integrante del Grupo Financiero Banamex, Banco Santander (México), S.A., Institución de Banca Múltiple Grupo Financiero Santander; BBVA Bancomer S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer and HSBC México, S.A., Institución de Banca Múltiple, Grupo Financiero HSBC.
“Refinance” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“Refinancing Indebtedness” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Related Fund ” in relation to a fund (the “ first fund ”), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.
“Related Taxes” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
 
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“ Relevant Interbank Market ” means in relation to Euro, the European interbank market and, in relation to any other currency, the London interbank market.
“ Relevant Jurisdiction ” means, in relation to a member of the Group:
 
 	(a)	its jurisdiction of incorporation;	
 
 	(b)	any jurisdiction where any asset subject to or intended to be subject to the Transaction Security to be created by it is situated;	
 
 	(c)	any jurisdiction where it conducts a material part of its business; and	
 
 	(d)	the jurisdiction whose laws govern the perfection of any of the Transaction Security Documents entered into by it.	
“ Relevant Lender ” has the meaning given to that term in Clause 5.4 ( Lenders’ participation ).
“ Relevant Period ” means each period of twelve months ending on the later of:
 
 	(a)	the most recent Quarter Date prior to the Utilisation Date for the Utilisation in respect of which the Super Senior Facilities Leverage Ratio is to be tested (the “ Calculation Date ”); and	
 
 	(b)	any other date prior to the relevant Calculation Date on which consolidated financial statements of the Parent are prepared (provided such financial statements are delivered to the Agent prior to the Calculation Date).	
“ Renewal Request ” means a written notice delivered to the Agent in accordance with Clause 6.6 ( Renewal of a Letter of Credit ).
“ Repeating Representations ” means each of the representations set out in Clause 24.2 ( Status ) to Clause 24.7 ( Governing law and enforcement ), Clause 24.18 ( Ranking ), Clause 24.20 ( Legal and beneficial ownership ) and paragraph (b) of Clause 24.21 ( Shares ).
“ Representative ” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Resignation Letter ” means a letter substantially in the form set out in Schedule 8 ( Form of Resignation Letter ) or in any other form agreed between the Agent and the Parent (in each case acting reasonably).
“Restricted Group” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“Restricted Investment” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
 
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“ Restricted Subsidiary ” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Reversion Date ” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Revolving Facility ” means the multicurrency revolving credit facility made available under this Agreement as described in Clause 2.1 ( The Revolving Facility ), all or any part of which may be designated as Ancillary Facilities in accordance with Clause 9 ( Ancillary Facilities ).
“ Rollover Loan ” means one or more Loans:
 
 	(a)	made or to be made on the same day that:	
 
 	(i)	a maturing Loan is due to be repaid; or	
 
 	(ii)	a demand by the Issuing Bank pursuant to a drawing in respect of a Letter of Credit;	
 
 	(b)	the aggregate amount of which is equal to or less than the amount of the maturing Loan or the relevant claim in respect of that Letter of Credit;	
 
 	(c)	in the same currency as the maturing Loan (unless it arose as a result of the operation of Clause 8.2 ( Unavailability of a currency )) or the relevant claim in respect of that Letter of Credit; and	
 
 	(d)	made or to be made to the same Borrower for the purpose of:	
 
 	(i)	refinancing that maturing Loan ; or	
 
 	(ii)	satisfying the relevant claim in respect of that Letter of Credit.	
“ Rollover Utilisation ” means a Rollover Loan, Utilisation of the Revolving Facility which is to be used to refinance an Ancillary Outstanding, or to fund a claim under a Letter of Credit or an extension or renewal of a Letter of Credit.
“S&P” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“Sale and Leaseback Transaction” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Screen Rate ” means:
 
 	(a)	in relation to LIBOR, the London inter-bank offered rate for the relevant currency and period displayed on the appropriate page (being currently Reuters screen page LIBOR01 or LIBOR02) on the information service which publishes that rate; and	
 
 	(b)	in relation to EURIBOR, the percentage rate per annum determined by the Banking Federation of the European Union, (or any successor) for the relevant period displayed on the appropriate page (being currently Reuters screen page EURIBOR01) on the information service which publishes that rate,	
 
31

provided that if, in either case, that page is replaced or service ceases to be available, the Agent may specify another page or service displaying the relevant rate after consultation with the Parent and the Lenders.
“SEC” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“Secured Indebtedness” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“Securities Act” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Security ” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.
“ Security Agent ” means Citibank, N.A., London Branch.
“Securitization Asset” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“Securitization Facility” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“Securitization Fees” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“Securitization Repurchase Obligation” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“Securitization Subsidiary” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Significant Subsidiary ” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Similar Business ” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Spanish Facilities Agreement ” means the senior term and revolving loan senior facilities agreement for a maximum amount of eighty eight million Euros (€88,000,000) dated 11 October 2012 between Global Laurentia, S.L. as borrower, Banco Santander, S.A., BBVA Bancomer, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer, Banco Bilbao Vizcaya Argentaria, S.A. and Caixabank, S.A. as lenders and Banco Bilbao Vizcaya Argentaria, S.A. as agent
 
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“ Spanish Public Document ” means a Spanish law “documento publico”, being either an escritura pública or a póliza o efecto intervenido por notario español (at the option of the Agent).
“ Specified Time ” means a time determined in accordance with Schedule 11 ( Timetables ).
“ Sponsor ” means Bain Capital, LLC, any Affiliate of Bain Capital, LLC and any trust, funds, partnerships, investment vehicles or other entities managed or advised (directly or indirectly) by Bain Capital, LLC or any of its Affiliates.
“ Standard Securitization Undertakings ” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Stated Maturity ” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Subordinated Indebtedness ” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Subordinated Shareholder Debt ” means any loan made to the Parent by an Investor (or by any direct or indirect subsidiary of an Investor which is not a member of the Group) which is subordinated on terms acceptable to the Agent (acting reasonably and on the instructions of the Majority Lenders).
“ Sub-Participation ” has the meaning given to that term in Clause 28.1 ( Assignments and transfers by the Lenders ).
“ Subsidiary ” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Super Majority Lenders ” means at any time subject to 39.4 ( Non-Responding Lender ( “Snooze you lose”) ) and Clause 39.6 ( Disenfranchisement of Defaulting Lenders ), a Lender or Lenders whose Commitments aggregate 80 per cent. or more of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated 80 per cent. or more of the Total Commitments immediately prior to that reduction).
“ Super Senior Facilities Leverage Ratio ” means in respect of any period upon which it is tested, the ratio of Consolidated Net Drawn Super Senior Facilities Debt on the Calculation Date to Consolidated EBITDA as of the Relevant Period, in each case, calculated with such pro forma and other adjustments as are consistent with the pro forma adjustments set forth in the definition of Fixed Charge Cover Ratio.
“ Target ” means each of Atento Teleservicios España, S.A.U. and Atento Mexicana, S.A. de C.V. and certain affiliates thereof.
 
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“ Target Group ” means each Target and its Subsidiaries.
“ Target Shares ” means all of the issued shares in the capital of each Target.
“ TARGET Day ” means any day on which TARGET2 is open for the settlement of payments in Euro.
“ TARGET2 ” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007.
“ Tax ” or “ Taxes ” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty, interest or other additional amount payable in connection with any failure to pay or any delay in paying any of the same).
“ Telefonica Contract ” means any contract for the provision of outsourcing arrangements for services in the CRM sector by a Restricted Subsidiary to Telefónica, S.A. or any of its Affiliates.
“ Term ” means each period determined under this Agreement for which the Issuing Bank is under a liability under a Letter of Credit.
“ Termination Date ” means the date falling six (6) years and six (6) Months after the date of this Agreement.
“ TIIE ” means, for each one-month Interest Period, the Interbank Balance Interest Rate (Tasa de Interés Interbancaria de Equilibrio) for a term of 28 (twenty eight) days and for each three-month Interest Period the Interbank Balance Interest Rate (Tasa de Interés Interbancaria de Equilibrio) for a term of 91 (ninety one) days, in each case published by the Mexican Central Bank (Banco de México) in the Federation Official Gazette (Diario Oficial de la Federación) on the first day of such Interest Period, provided that if TIIE ceases to be published, “ TIIE ” shall mean the rate published by Banco de Mexico as its substitute rate.
“ Total Assets ” has the meaning given to that term in Schedule 17 ( New York Law Definitions).
“ Total Commitments ” means the aggregate of the aggregate of the Commitments being EUR 50,000,000 at the date of this Agreement.
“ Transactions ” has the meaning given to that term in Schedule 17 ( New York Law Definitions).
“ Transaction Documents ” means the Note Documents, the Finance Documents, and the Constitutional Documents.
 
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“ Transaction Security ” means the Security created or expressed to be created in respect of the obligations of any of the Obligors under any of the Finance Documents pursuant to the Transaction Security Documents.
“ Transaction Security Documents ” means any document entered into by any Obligor creating or expressed to create any Security over all or any part of its assets in respect of the obligations of any of the Obligors under any of the Finance Documents.
“ Transfer Certificate ” means a certificate substantially in the form set out in Schedule 5 ( Form of Transfer Certificate ) or any other form agreed between the Agent and the Parent (each acting reasonably).
“ Transfer Date ” means, in relation to an assignment or a transfer, the later of:
 
 	(a)	the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and	
 
 	(b)	the date on which the Agent executes the relevant Assignment Agreement or Transfer Certificate.	
“ Unpaid Sum ” means any sum due and payable but unpaid by an Obligor under the Finance Documents.
“ Unrestricted Subsidiary ” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ USD Utilisation Limit ” has the meaning given to that term in Clause 5.3 ( Currency and amount ).
“ US Tax Obligor ” means:
 
 	(a)	a Borrower which is resident for tax purposes in the United States of America; or	
 
 	(b)	an Obligor some or all of whose payments under the Finance Documents are from sources within the United States for US federal income tax purposes.	
“ Utilisation ” means a Loan or a Letter of Credit.
“ Utilisation Date ” means the date of a Utilisation, being the date on which the relevant Loan is to be made or the relevant Letter of Credit is to be issued.
“ Utilisation Request ” means a notice substantially in the relevant form set out in Part 1 or Part 2 of Schedule 3 ( Requests and Notices ).
“ VAT ” means:
 
 	(a)	any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and	
 
 	(b)	any other tax of a similar nature whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.	
 
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“ Voting Stock ” has the meaning given to that term in Schedule 17 ( New York Law Definitions New York Law Definitions ).
“ Weighted Average Life to Maturity ” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Wholly Owned Subsidiary ” has the meaning given to that term in Schedule 17 ( New York Law Definitions ).
“ Withdrawal Event ” means the withdrawal of the jurisdiction of incorporation or residence of one or more Obligors from the Euro and any re-denomination of the Euro into any other currency by the government of that jurisdiction.
 
1.2	Construction	
Unless a contrary indication appears, a reference in this Agreement to:
 
 	(i)	any “ Ancillary Lender ”, the “ Agent ”, the “ Mexican Agent ”, any “ Arrangers ”, any “ Finance Party ”, any “ Issuing Bank ”, any “ Lender ”, any “ Obligor ”, the “ Parent ”, any “ Party ”, the “ Security Agent ” or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees (including the surviving entity of any merger involving that person) and, in the case of the Security Agent, any person for the time being appointed as security agent or security agents in accordance with the Finance Documents;	
 
 	(ii)	a document in “ agreed form ” is a document which is previously agreed in writing by or on behalf of the Parent and the Agent;	
 
 	(iii)	an “ agency ” of a state includes any local or other authority or other recognised body or agency, central or federal bank, department, government, legislature, minister, ministry, official or public or statutory person (whether autonomous or not) of, or of the government of, that state or any political sub-division in or of that state;	
 
 	(iv)	an “ agreement ” includes any legally binding arrangement, contract, deed or instrument (in each case whether oral, written or entered into by way of a written offer and implicit acceptance);	
 
 	(v)	an “ amendment ” includes any amendment, supplement, variation, novation, modification, replacement, restatement or amendment and restatement (however fundamental) and “amend” and “amended” shall be construed accordingly;	
 
 	(vi)	“ assets ” includes present and future properties, revenues and rights of every description;	
 
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 	(vii)	a “ consent ” includes an authorisation, permit, approval, consent, exemption, licence, order, filing, registration, recording, notarisation, permission or waiver;	
 
 	(viii)	the “ European interbank market ” means the interbank market for euro;	
 
 	(ix)	the “ equivalent ” in any currency (the “ first currency ”) of any amount in another currency (the “ second currency ”) shall be construed as a reference to the amount in the first currency which could be purchased with that amount in the second currency at the Agent’s Spot Rate of Exchange for the purchase of the first currency with the second currency in the Madrid foreign exchange market at or about 11:00 a.m. on a particular day (or at or about such time and on such date as the Agent may from time to time reasonably determine to be appropriate in the circumstances);	
 
 	(x)	a “ Finance Document ” or a “ Transaction Document ” or any other agreement or instrument is a reference to that Finance Document or Transaction Document or other agreement or instrument as amended, novated, supplemented, extended or restated (however fundamentally) and includes any increase in, addition to or extension of or other change to any facility made available under any such agreement or instrument;	
 
 	(xi)	“ guarantee ” means (other than in Clause 23 ( Guarantee and Indemnity ) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;	
 
 	(xii)	“ indebtedness ” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;	
 
 	(xiii)	the “ Interest Period ” of a Letter of Credit shall be construed as a reference to the Term of that Letter of Credit;	
 
 	(xiv)	a Lender’s “ participation ” in relation to a Letter of Credit, shall be construed as a reference to the relevant amount that is or may be payable by a Lender in relation to that Letter of Credit;	
 
 	(xv)	a “ person ” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality);	
 
 	(xvi)	a “ regulation ” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law (but if not having force of law, which is binding or customarily complied with) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;	
 
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 	(xvii)	a provision of law is a reference to that provision as amended or re-enacted;	
 
 	(xviii)	a time of day is a reference to Madrid time;	
 
 	(xix)	the singular includes the plural (and vice versa).	
 
(a)	Section, Clause and Schedule headings are for ease of reference only.	
 
(b)	Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.	
 
(c)	A Borrower providing “ cash cover ” for a Letter of Credit or an Ancillary Facility means a Borrower paying an amount in the currency of the Letter of Credit (or, as the case may be, Ancillary Facility) to an interest-bearing account (which shall accrue interest at a rate normally offered to corporate depositors on similar deposits by Finance Parties) in the name of the Borrower and the following conditions being met:	
 
 	(i)	the account is with the Security Agent or with the Issuing Bank or Ancillary Lender for which that cash cover is to be provided;	
 
 	(ii)	subject to paragraph (b) of Clause 7.5 ( Cash cover by Borrower ), until no amount is or may be outstanding under that Letter of Credit or Ancillary Facility, withdrawals from the account (other than, unless a Declared Default has occurred and is continuing, accrued interest) may only be made to pay a Finance Party amounts due and payable to it under this Agreement in respect of that Letter of Credit or Ancillary Facility; and	
 
 	(iii)	if required by the Security Agent, Issuing Bank or Ancillary Lender (as the case may be) the Borrower has executed a security document over that account, in form and substance satisfactory to the Security Agent or the Issuing Bank or Ancillary Lender with which that account is held (each acting reasonably), creating a first ranking security interest, but in any event, on terms no more onerous than the existing Transaction Security Documents, over that account.	
Unless a Declared Default has occurred and is “ continuing ”, any interest accruing on any such account will be paid to the order of the relevant Borrower.
 
(d)	A Default or an Event of Default is “ continuing ” if it has not been remedied or waived. In addition, if a Default occurs for a failure to deliver a required certificate in connection with another default (an “ Initial Default ”) then at the time such Initial Default is remedied or waived, such Default for a failure to report or deliver a required certificate in connection with the Initial Default will also be cured without any further action.	
 
(e)	A Declared Default is “ continuing ” if the notice of acceleration provided by the Agent under Clause 27.2 ( Acceleration ) in connection therewith has not been withdrawn cancelled or otherwise ceases to have effect.	
 
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(f)	A Borrower “ repaying ” or “ prepaying ” a Letter of Credit or Ancillary Outstandings means:	
 
 	(i)	that Borrower providing cash cover for that Letter of Credit or in respect of the Ancillary Outstandings;	
 
 	(ii)	the maximum amount payable under the Letter of Credit or Ancillary Facility being reduced or cancelled in accordance with its terms; or	
 
 	(iii)	in the case of a Letter of Credit, the Letter of Credit expires in accordance with its terms or is otherwise returned by the beneficiary with its written confirmation that it is released and cancelled;	
 
 	(iv)	the Issuing Bank or Ancillary Lender (as the case may be) (acting reasonably) being satisfied that it has no further liability under that Letter of Credit or Ancillary Facility; or	
 
 	(v)	a bank or financial institution with a long term credit rating from Moody’s, S&P or Fitch at least equal to BBB or Baa2 (as applicable) has issued an unconditional and irrevocable guarantee, indemnity, counter-indemnity or similar assurance against financial loss in respect of amounts due under that Letter of Credit or Ancillary Facility (as the case may be),	
and the amount by which a Letter of Credit is, or Ancillary Outstandings are, repaid or prepaid under paragraphs (f)(i) and (f)(ii) above is the amount of the relevant cash cover, reduction or release and cancellation.
 
(g)	An amount borrowed includes any amount utilised by way of Letter of Credit or under an Ancillary Facility.	
 
(h)	A Lender funding its participation in a Utilisation includes a Lender participating in a Letter of Credit.	
 
(i)	Amounts outstanding under this Agreement include amounts outstanding under or in respect of any Letter of Credit.	
 
(j)	The outstanding or principal amount of a Letter of Credit at any time is the maximum amount that is or may be payable by the relevant Issuing Bank or the Lenders in respect of that Letter of Credit at that time less any amount repaid or prepaid in respect of that Letter of Credit.	
 
(k)	Each Guarantor that is incorporated in Mexico shall be deemed to be a joint obligor.	
 
(l)	A Letter of Credit is completely cancelled, discharged and released in accordance with its terms:	
 
 	(i)	upon the Issuing Bank having paid the amount available under the Letter of Credit;	
 
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 	(ii)	upon return of the original Letter of Credit to the Issuing Bank together with the beneficiary’s letter of release, or, if such original Letter of Credit has been lost, stolen, mutilated or destroyed, confirmation from the beneficiary of such Letter of Credit that this is the case and indemnities are provided satisfactory to the Issuing Bank (acting reasonably) from the beneficiary and other satisfactory assurances are provided as the Issuing Bank may reasonably require; or	
 
 	(iii)	upon lapse of its Expiry Date and no demand having been received by the Issuing Bank on or before such Expiry Date.	
 
1.3	Luxembourg terms	
In this Agreement, (including for the avoidance of doubt in the Schedules to this Agreement), when used in respect of the Parent or an Obligor incorporated in Luxembourg, a reference to:
 
 	(a)	a custodian, receiver, receiver-manager, administrative receiver, administrator, liquidator, trustee, liquidation custodian, sequestrator, conservator or similar official includes, without limitation, any:	
 
 	(i)	 juge-commissaire or insolvency receiver ( curateur ) appointed under the Luxembourg Commercial Code;	
 
 	(ii)	 liquidateur appointed under Articles 141 to 151 (inclusive) of the Luxembourg law dated 10 August 1915 on commercial companies, as amended;	
 
 	(iii)	 juge-commissaire or liquidateur appointed under Article 203 of the Luxembourg law dated 10 August 1915 on commercial companies, as amended;	
 
 	(iv)	 commissaire appointed under the Grand-Ducal decree of 24 May 1935 on the controlled management regime or under Articles 593 to 614 (inclusive) of the Luxembourg Commercial Code; and	
 
 	(v)	 juge délégué appointed under the Luxembourg law of 14 April 1886 on the composition to avoid bankruptcy, as amended;	
 
 	(b)	voluntary case, bankruptcy, insolvency, receivership, liquidation, winding up, winding-up or dissolution or a suspension of payments includes, without limitation, bankruptcy ( faillite ), liquidation, composition with creditors ( concordat préventif de faillite ), moratorium or reprieve from payment ( sursis de paiement ) and controlled management ( gestion contrôlée ).	
 
1.4	Currency Symbols and Definitions	
 
(a)	“ € ”, “ euro” , “ Euro ” and “ EUR ” mean the single currency unit of the Participating Member States.	
 
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(b)	“ $ ”, “ USD ” and “ US Dollars ” means the lawful currency for the time being of the United States.	
 
(c)	“ MEX$ ”, and “ Mexican Pesos ” means the lawful currency for the time being of Mexico.	
 
1.5	Defined terms	
For the purposes of interpreting Schedule 14 ( Information Undertakings ), Schedule 15 ( General Undertakings ) and Schedule 16 ( Event of Default ), in the event of a conflict between the defined terms set out in Clause 1.1 ( Definitions ) and the defined terms set out in Schedule 17 ( New York Law Definitions ), the defined terms set out in Schedule 17 ( New York Law Definitions ) shall prevail.
 
1.6	Third party rights	
 
(a)	Unless expressly provided to the contrary in a Finance Document a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the “ Third Parties Act ”) to enforce or enjoy the benefit of any term of this Agreement or any other Finance Document.	
 
(b)	Notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to amend, rescind or vary this Agreement or any other Finance Document at any time.	
 
1.7	Personal Liability	
No personal liability shall attach to any director, officer or employee of any member of the Group (or any Affiliate of any member of the Group) for any representation or statement made by that member of the Group or its Affiliate in any Finance Document, certificate or other document signed by a director, officer or employee which is required to be delivered under a Finance Document save in the case of fraud in which case liability (if any) will be determined in accordance with applicable law.
 
1.8	Intercreditor Agreement	
Other than in respect of Clause 39.3 ( Exceptions ), this Agreement is subject to the Intercreditor Agreement and in the event of any inconsistency between this Agreement and the Intercreditor Agreement, the Intercreditor Agreement shall prevail.
 
1.9	Baskets, Exceptions and Exchange Rate Fluctuations	
 
(a)	In the event that any amount or transaction meets the criteria of more than one of the baskets or exceptions set out in Clause 26 ( General Undertakings ) and Schedule 15 ( General Undertakings ), the Parent, in its sole discretion, will classify and may from time to time reclassify that amount or transaction to a particular basket or exception and will only be required to include that amount or transaction in one of those baskets or exceptions (and, for the avoidance of doubt, an amount or transaction may at the option of the Parent be split between different baskets or exceptions).	
 
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(b)	When applying baskets, thresholds and other exceptions to the representations, warranties, undertaking and Events of Default, the equivalent to an amount in the Base Currency shall be calculated using the Agent’s Spot Rate of Exchange on the date of the Group incurring or making the relevant disposal, acquisition, investment, lease, loan, debt or guarantee or taking other relevant action. No Event of Default or breach of any representation and warranty or undertaking shall arise merely as a result of a subsequent change in the Base Currency Amount of any relevant amount due to fluctuations in exchange rates.	
 
2.	THE REVOLVING FACILITY	
 
2.1	The Revolving Facility	
 
(a)	Subject to the terms of this Agreement, the Lenders make available a multicurrency revolving credit facility in an aggregate amount the Base Currency Amount of which is equal to the Total Commitments.	
 
(b)	The Revolving Facility will be available to all the Borrowers.	
 
(c)	Subject to the terms of this Agreement and the Ancillary Documents, an Ancillary Lender may make available an Ancillary Facility to any of the Borrowers in place of all or part of its Commitment under the Revolving Facility.	
 
2.2	Increase	
 
(a)	Subject to Clause 39.7 ( Restriction on Debt Purchase Transactions ), the Parent may by giving prior notice to the Agent after the effective date of a cancellation of:	
 
 	(i)	the Available Commitments of a Defaulting Lender in accordance with Clause 11.6 ( Right of cancellation in relation to a Defaulting Lender );	
 
 	(ii)	the Commitments of a Lender in accordance with Clause 11.1 ( Illegality ); or	
 
 	(iii)	any Commitments of a Lender in accordance with Clause 39.5 ( Replacement of Lender ),	
request that the Commitments relating to any Facility be increased (and the Commitments shall be so increased) in an aggregate amount in the applicable currency of up to the amount of the Available Commitments or Commitments so cancelled as follows:
 
 	(A)	the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds, entities or other persons (each an “ Increase Lender ”) selected by the Parent and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender;	
 
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 	(B)	each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender;	
 
 	(C)	each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender;	
 
 	(D)	the Commitments of the other Lenders shall continue in full force and effect; and	
 
 	(E)	any increase in the Commitments shall take effect on the date specified by the Parent in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied.	
 
(b)	An increase in the Commitments will only be effective on:	
 
 	(i)	the execution by the Agent of an Increase Confirmation from the relevant Increase Lender which the Agent shall execute promptly on request;	
 
 	(ii)	in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase:	
 
 	(A)	the Increase Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and	
 
 	(B)	the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, the completion of which the Agent shall promptly notify to the Parent, the Increase Lender and the Issuing Bank.	
 
 	(iii)	in the case of an increase in the Total Commitments, the relevant Issuing Bank consenting to the identity of the relevant Increase Lender (unless that Increase Lender is a person with a long term corporate credit rating equal to or better than BBB or Baa2 (as applicable) according to at least two of Moody’s, S&P and Fitch).	
 
(c)	Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective.	
 
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(d)	The Increase Lender shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee in an amount equal to the fee which would be payable under Clause 28.3 ( Assignment or transfer fee ) if the increase was a transfer pursuant to Clause 28.5 ( Procedure for transfer ) and if the Increase Lender was a New Lender.	
 
(e)	The Parent may pay to the Increase Lender a fee in the amount and at the times agreed between the Parent and the Increase Lender in a Fee Letter.	
 
(f)	Clause 28.4 ( Limitation of responsibility of Existing Lenders ) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to:	
 
 	(i)	an “ Existing Lender ” were references to all the Lenders immediately prior to the relevant increase;	
 
 	(ii)	the “ New Lender ” were references to that “ Increase Lender ”; and	
 
 	(iii)	a “ re-transfer ” and “ re-assignment ” were references to respectively a “transfer” and “assignment”.	
 
(g)	the Finance Parties shall be required to enter into any amendment to the Finance Documents (including, without limitation, in relation to any changes to, the taking of, or the release coupled with the retaking of, Transaction Security) required by the Parent (and not prejudicial to the interests of the Finance Parties) in order to facilitate or reflect any of the matters contemplated by this Clause 2.2. The Agent and the Security Agent are each authorised and instructed by each Finance Party to execute any such amended or replacement Finance Documents (and shall do so on the request of and at the cost of the Parent).	
 
(h)	Nothing in this Clause 2.2 shall operate to increase the Total Commitments in effect at that time.	
 
2.3	Finance Parties’ rights and obligations	
 
(a)	The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.	
 
(b)	The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt.	
 
(c)	A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.	
 
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2.4	Obligors’ Agent	
 
(a)	Each Obligor (other than the Parent) by its execution of this Agreement or an Accession Deed irrevocably appoints the Parent (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:	
 
 	(i)	the Parent on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions (including, in the case of a Borrower, Utilisation Requests), to execute on its behalf any Accession Deed, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and	
 
 	(ii)	each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Parent,	
and in each case the Obligor shall be bound as though the Obligor itself had given the notices and instructions (including, without limitation, any Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication and each Finance Party may rely on any action taken by the Parent on behalf of that Obligor.
 
(b)	Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Obligors’ Agent or given to the Obligors’ Agent under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Obligors’ Agent and any other Obligor, those of the Obligors’ Agent shall prevail.	
 
3.	PURPOSE	
 
3.1	Purpose	
Each Borrower shall apply all amounts borrowed by it under the Revolving Facility or (if applicable) any Letter of Credit issued under the Revolving Facility and any utilisation of any Ancillary Facility provided under the Revolving Facility towards the general corporate and working capital purposes of the Group.
 
3.2	Monitoring	
No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.
 
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4.	CONDITIONS OF UTILISATION	
 
4.1	Initial conditions precedent	
The Lenders will only be obliged to comply with Clause 5.4 ( Lenders’ participation ) in relation to any Utilisation if on or before the Utilisation Date for that Utilisation, the Agent has received (or waived the requirement to receive) all of the documents and other evidence listed in Part 1 of Schedule 2 ( Conditions Precedent ) in form and substance satisfactory to the Agent (acting reasonably and acting on the instructions of the Arrangers, also acting reasonably). The Agent shall notify the Parent and the Lenders promptly upon being so satisfied.
 
4.2	Further conditions precedent	
Subject to Clause 4.1 ( Initial conditions precedent ), the Lenders will only be obliged to comply with Clause 5.4 ( Lenders’ participation ), in relation to a Utilisation, if on the date of the Utilisation Request and on the proposed Utilisation Date:
 
 	(a)	in the case of any Utilisation other than a Rollover Utilisation, no Event of Default is continuing or would occur as a result from the proposed Utilisation and the Repeating Representations to be made by each Obligor are true in all material respects or, in the case of such representations and warranties which are subject to a materiality threshold or qualification in accordance with their terms, are correct in all respects;	
 
 	(b)	in the case of any Utilisation other than a Rollover Utilisation the Super Senior Facilities Leverage Ratio shall not ( pro forma for such Utilisation) exceed 0.75:1;	
 
 	(c)	in the case of a Rollover Utilisation, no Declared Default is continuing; and	
 
 	(d)	in the case of any Utilisation by a Borrower incorporated in Mexico, a Pagare evidencing each Loan executed by a duly empowered representative of the Borrower is delivered to the Agent in form and substance satisfactory to the Agent (acting reasonably).	
 
4.3	Conditions relating to Optional Currencies	
 
(a)	A currency will constitute an Optional Currency in relation to a Utilisation if:	
 
 	(i)	it is USD or MEX$; or	
 
 	(ii)	otherwise:	
 
 	(A)	it is readily available in the amount required and freely convertible into the Base Currency in the Relevant Interbank Market on the Quotation Day and the Utilisation Date for that Utilisation; and	
 
 	(B)	it has been approved by the Agent (acting on the instructions of all the Lenders participating in the Revolving Facility (each acting reasonably)) on or prior to receipt by the Agent of the relevant Utilisation Request for that Utilisation.	
 
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(b)	If the Agent has received a written request from the Parent for a currency to be approved under paragraph (ii) above, the Agent will confirm to the Parent by the Specified Time:	
 
 	(i)	whether or not the Lenders participating in that Utilisation have granted their approval; and	
 
 	(ii)	if approval has been granted, the minimum amount for any subsequent Utilisation in that currency (which the Agent shall determine acting reasonably and in consultation with the Parent).	
 
4.4	Maximum number of Utilisations	
 
(a)	A Borrower (or the Parent) may not deliver a Utilisation Request if as a result of the proposed Utilisation more than 30 Loans (or such higher number as may be agreed by the Parent and the Agent) would be outstanding, or if:	
 
 	(i)	more than 10 Loans denominated in the Base Currency;	
 
 	(ii)	more than 10 Loans denominated in USD; or	
 
 	(iii)	more than 10 Loans denominated in MEX$,	
(or in each case such higher number as may be agreed by the Parent and the Agent) would be outstanding.
 
(b)	Any Loan made by a single Lender under Clause 8.2 ( Unavailability of a currency ) shall not be taken into account in this Clause 4.4.	
 
(c)	Any Separate Loan shall not be taken into account in this Clause 4.4.	
 
(d)	A Borrower (or the Parent) may not request that a Letter of Credit be issued under the Revolving Facility if as a result of the proposed Utilisation more than 30 (or such other number as may be agreed by the Parent, the Issuing Bank and the Agent) Letters of Credit would be outstanding, or if:	
 
 	(i)	more than 10 Letters of Credit denominated in the Base Currency;	
 
 	(ii)	more than 10 Letters of Credit denominated in USD; or	
 
 	(iii)	more than 10 Letters of Credit denominated in MEX$,	
(or in each case such higher number as may be agreed by the Parent and the Agent) would be outstanding.
 
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5.	UTILISATION – LOANS	
 
5.1	Delivery of a Utilisation Request	
A Borrower (or the Parent on its behalf) may utilise the Revolving Facility by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time (or such later time as the Agent may agree).
 
5.2	Completion of a Utilisation Request for Loans	
 
(a)	Each Utilisation Request for a Loan shall be irrevocable and will not be regarded as having been duly completed unless:	
 
 	(i)	the proposed Utilisation Date is a Business Day within the Availability Period applicable to the Revolving Facility;	
 
 	(ii)	the currency and amount of the Utilisation comply with Clause 5.3 ( Currency and amount ); and	
 
 	(iii)	the proposed Interest Period complies with Clause 15 ( Interest Periods ).	
 
(b)	Multiple Utilisations may be requested in a Utilisation Request where the proposed Utilisation Date is the Closing Date. Unless otherwise agreed with the Agent, only one Utilisation may be requested in each subsequent Utilisation Request.	
 
5.3	Currency and amount	
 
(a)	The currency specified in a Utilisation Request must be the Base Currency or an Optional Currency.	
 
(b)	The amount of the proposed Utilisation must:	
 
 	(i)	if the currency selected is the Base Currency:	
 
 	(A)	be a minimum of EUR 500,000 (and an integral multiple of EUR 500,000) or, if less, the Available Facility; and	
 
 	(B)	not exceed when aggregated with all other Utilisations denominated in euro, EUR 30,000,000;	
 
 	(ii)	if the currency selected is USD:	
 
 	(A)	be a minimum of USD 500,000 (and an integral multiple of USD 500,000) or, if less, the Available Facility; and	
 
 	(B)	not exceed when aggregated with all other Utilisations denominated in USD, USD 26,698,000 (the “ USD Utilisation Limit ”);	
 
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 	(iii)	if the currency selected is MEX$:	
 
 	(A)	be a minimum of MEX$ 10,000,000 (and an integral multiple of MEX$ MEX$ 1,000,000) or, if less, the Available Facility; and	
 
 	(B)	not exceed when aggregated with all other Utilisations denominated in MEX$, MEX$ 508,155,000 (the “ MEX$ Utilisation Limit ”); and	
 
 	(iv)	if the currency selected is any other Optional Currency, the minimum amount specified by the Agent pursuant to paragraph (b)(iv) of Clause 4.3 ( Conditions relating to Optional Currencies ) or, if less, the Available Facility.	
 
5.4	Lenders’ participation	
 
(a)	If the conditions set out in this Agreement have been met, and subject to Clause 10.1 ( Repayment of Loans ), each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office.	
 
(b)	The amount of each Lender’s participation in each Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Loan (the “ Loan Proportion ”) provided that a Lender’s Available Commitment will only be included in calculating the Loan Proportion for the purpose of this paragraph (b) if the Loan is denominated in a currency to which it is a Relevant Lender. For the purposes of this paragraph (b), “ Relevant Lender ” means with respect to any Loan in MEX$ or USD, a Mexican Lender and with respect to any Loan in Euros, a Lender who is not a Mexican Lender.	
 
(c)	The Agent shall determine the Base Currency Amount of each Loan which is to be made in an Optional Currency and notify each Lender of the amount, currency and the Base Currency Amount of each Loan, the amount of its participation in that Loan and, if different, the amount of that participation to be made available in accordance with Clause 33.1 ( Payments to the Agent ) by the Specified Time.	
 
5.5	Cancellation of Commitment	
The Commitments which, at that time, are unutilised shall be immediately cancelled at the end of the Availability Period.
 
5.6	Clean down	
The Parent shall ensure that the Consolidated Net Drawn Super Senior Facilities Debt (as confirmed in a certificate signed by an authorised signatory of the Parent provided to the Agent within ten Business Days after the end of each Financial Year of the Parent) shall not exceed EUR15,000,000 for a period of not less than five (5) successive Business Days in each of its Financial Years. Not less than three (3) Months shall elapse between two successive periods.
 
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6.	UTILISATION – LETTERS OF CREDIT	
 
6.1	The Revolving Facility	
 
(a)	The Revolving Facility may be utilised by way of Letters of Credit.	
 
(b)	Clause 5 ( Utilisation – Loans ) does not apply to utilisations by way of Letters of Credit.	
 
(c)	All Letters of Credit utilized under the terms of this Agreement denominated in USD or MEX$ shall be issued by the Mexican Issuing Bank (save that the Mexican Lenders may agree that any Mexican Lender issue such Letter of Credit and such Mexican Lender shall be deemed to be the Mexican Issuing Bank for the purpose of such Letter of Credit).	
 
(d)	The Borrower may, if it requests in the applicable Utilization Request, draw a Loan the proceeds of which are paid to the relevant Lenders who counter-indemnify a Letter of Credit to pre-fund the principle amount of such Letter of Credit (“ Funded Letters of Credit ”).	
 
6.2	Delivery of a Utilisation Request for Letters of Credit	
 
 	(a)	A Borrower (or the Parent on its behalf) may request a Letter of Credit to be issued (for its own, or another member of the Group’s obligations) by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time (or such later time as the relevant Issuing Bank may agree). Notwithstanding anything to the contrary in this Agreement, an Issuing Bank and a Borrower (or the Parent on its behalf) may agree any alternative procedure for utilising and or renewing a Letter of Credit.	
 
 	(b)	With respect to any Utilisation Request for a Letter of Credit, on delivery of that Utilisation Request to the Agent, the Borrower shall also send a copy of that Utilisation Request to the relevant Issuing Bank and to the Relevant Lenders and request that each Relevant Lender (other than the relevant Issuing Bank) issues its bank guarantee through a stand by letter of credit to the relevant Issuing Bank the Letter of Credit in relation to which shall be deemed to be a Utilisation by the applicable Borrower in respect of the Available Commitment of such Relevant Lender to the relevant Issuing Bank, as required by and in accordance with paragraph (b)(ii) of Clause 7.3 ( Indemnities ).	
 
6.3	Completion of a Utilisation Request for Letters of Credit	
Each Utilisation Request for a Letter of Credit shall be irrevocable and will not be regarded as having been duly completed unless:
 
 	(a)	it identifies the Borrower of the Letter of Credit;	
 
 	(b)	it identifies the Issuing Bank that is to issue the Letter of Credit in accordance with paragraph (c) of Clause 6.1 ( The Revolving Facility );	
 
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 	(c)	the proposed Utilisation Date is a Business Day within the Availability Period applicable to the Revolving Facility;	
 
 	(d)	the currency and amount of the Letter of Credit comply with Clause 6.4 ( Currency and amount );	
 
 	(e)	the form of Letter of Credit is attached to the Utilisation Request and is approved by the relevant Issuing Bank (acting reasonably) or is substantially in the form set out in Schedule 12 ( Form of Letter of Credit );	
 
 	(f)	the Expiry Date of the Letter of Credit falls on or before the Termination Date in respect of the Revolving Facility provided that the Expiry Date may fall after the Termination Date for the Revolving Facility if the relevant Borrower has provided cash cover or procures that a back-to-back bank guarantee acceptable to the relevant Issuing Bank (acting reasonably) be issued in favour of the Issuing Bank for that Letter of Credit for the period from the Termination Date for the Revolving Facility to (and including) the Expiry Date of the relevant Letter of Credit;	
 
 	(g)	the Term of the Letter of Credit is 12 Months or less (or such longer period agreed with the Issuing Bank and the Lenders);	
 
 	(h)	the delivery instructions for the Letter of Credit are specified;	
 
 	(i)	the beneficiary of the Letter of Credit is identified; and	
 
 	(j)	a Lender or the Issuing Bank is not precluded from issuing or counter-indemnifying (as applicable) a Letter of Credit by law or regulation to the beneficiary of the Letter of Credit.	
 
6.4	Currency and amount	
 
(a)	The currency specified in a Utilisation Request must be the Base Currency or an Optional Currency.	
 
(b)	The amount of the proposed Letter of Credit must be:	
 
 	(i)	if the currency selected is the Base Currency:	
 
 	(A)	be a minimum of EUR 500,000 (and an integral multiple of EUR 500,000) or, if less, the Available Facility; and	
 
 	(B)	not exceed when aggregated with all other Utilisations denominated in euro EUR 30,000,000;	
 
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 	(ii)	if the currency selected is USD:	
 
 	(A)	be a minimum of USD 500,000 (and an integral multiple of USD 500,000) or, if less, the Available Facility; and	
 
 	(B)	not exceed when aggregated with all other Utilisations denominated in USD, USD 26,698,000;	
 
 	(iii)	if the currency selected is MEX$:	
 
 	(A)	be a minimum of MEX$ 10,000,000 (and an integral multiple of MEX$ MEX$ 1,000,000) or, if less, the Available Facility; and	
 
 	(B)	not exceed when aggregated with all other Utilisations denominated in MEX$, MEX$ 508,155,000; and	
 
 	(iv)	if the currency selected is any other Optional Currency, the minimum amount specified by the Agent pursuant to paragraph (b)(iv) of Clause 4.3 ( Conditions relating to Optional Currencies ) or, if less, the Available Facility.	
 
6.5	Issue of Letters of Credit	
 
(a)	If the conditions set out in this Agreement have been met, the relevant Issuing Bank shall issue the Letter of Credit on the Utilisation Date.	
 
(b)	Subject to Clause 4.1 ( Initial conditions precedent ), an Issuing Bank will only be obliged to comply with paragraph (a) above in relation to a Letter of Credit, if on the date of the Utilisation Request or Renewal Request and on the proposed Utilisation Date:	
 
 	(i)	in the case of a Letter of Credit to be renewed in accordance with Clause 6.6 ( Renewal of a Letter of Credit ) no Declared Default is continuing; and	
 
 	(ii)	in the case of any other Utilisation no Event of Default is continuing or would occur as a result from the proposed Utilisation and the Repeating Representations to be made by each Obligor are true in all material respects or, in the case of such representations and warranties which are subject to a materiality threshold or qualification in accordance with their terms, are correct in all respects.	
 
(c)	With respect of any Letter of Credit denominated in USD or MEX$, each of the Original Lenders may make its participation available through an Affiliate in Mexico and, in the event that this paragraph (c) applies:	
 
 	(i)	any reference to “ Lender ” in any Finance Document shall be deemed to refer to an Original Lender and/or (as appropriate) such Affiliate; and	
 
 	(ii)	the Lender and its Affiliate shall be treated as a single Lender whose Commitment is the amount set out opposite the relevant Lender’s name in Part 2 of Schedule 1 ( The Original Parties ) and/or the amount of any Commitment transferred to or assumed by that Lender under this Agreement, to the extent (in each case) not cancelled, reduced or transferred by it under this Agreement.	
 
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(d)	The amount of each Lender’s participation in each Letter of Credit will be equal to the proportion borne by its Available Commitment to the relevant Available Facility immediately prior to the issue of the Letter of Credit.	
 
(e)	The Agent shall determine the Base Currency Amount of each Letter of Credit which is to be issued in an Optional Currency and shall notify the Issuing Bank and each Lender of the details of the requested Letter of Credit and its participation in that Letter of Credit by the Specified Time.	
 
(f)	The Issuing Bank has no duty to enquire of any person whether or not any of the conditions set out in paragraph (b) have been met. The Issuing Bank may assume that those conditions have been met until it has been expressly notified to the contrary by the Agent. The Issuing Bank will have no liability to any person for issuing a Letter of Credit based on such assumption.	
 
(g)	The Issuing Bank is solely responsible for the form of the Letter of Credit that it issues. The Agent has no duty to monitor the form of that document.	
 
(h)	Subject to paragraph (g) of Clause 30.6 ( Rights and discretions ), each of the Issuing Bank and the Agent shall provide the other with any information reasonably requested by the other that relates to a Letter of Credit and its issue.	
 
6.6	Renewal of a Letter of Credit	
 
(a)	A Borrower (or the Parent on its behalf) may request that any Letter of Credit issued on behalf of that Borrower be renewed by delivery to the Agent of a Renewal Request in substantially similar form to a Utilisation Request for a Letter of Credit by the Specified Time.	
 
(b)	Subject to the provision in paragraph (d) of Clause 6.5 ( Issue of Letters of Credit ), the Finance Parties shall treat any Renewal Request in the same way as a Utilisation Request for a Letter of Credit except that the condition set out in paragraph (e) of Clause 6.3 ( Completion of a Utilisation Request for Letters of Credit ) shall not apply.	
 
(c)	The terms of each renewed Letter of Credit shall be the same as those of the relevant Letter of Credit immediately prior to its renewal, except that:	
 
 	(i)	its amount may be less than the amount of the Letter of Credit immediately prior to its renewal; and	
 
 	(ii)	its Term shall start on the date which was the Expiry Date of the Letter of Credit immediately prior to its renewal, (or if a different date is specified, on that date) and shall end on the proposed Expiry Date specified in the Renewal Request.	
 
(d)	If the conditions set out in this Agreement have been met, the relevant Issuing Bank shall amend and re-issue any Letter of Credit pursuant to a Renewal Request.	
 
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(e)	Where a new Letter of Credit is to be issued to replace by way of renewal of an existing Letter of Credit, the relevant Issuing Bank is not required to issue that new Letter of Credit until the Letter of Credit being replaced has been returned to the Issuing Bank or the Issuing Bank is satisfied either that it will be returned to it or otherwise that no liability can arise under it.	
 
6.7	Reduction of a Letter of Credit	
 
(a)	If, on or before the proposed Utilisation Date of a Letter of Credit, any of the Lenders under the Revolving Facility is a Non-Acceptable L/C Lender and:	
 
 	(i)	that Lender has failed to provide cash collateral to the Issuing Bank in accordance with Clause 7.4 ( Cash collateral by Non-Acceptable L/C Lender ); and	
 
 	(ii)	either:	
 
 	(A)	the Issuing Bank has not required the relevant Borrower to provide cash cover pursuant to Clause 7.5 ( Cash cover by Borrower ); or	
 
 	(B)	the relevant Borrower has failed to provide cash cover to the Issuing Bank in accordance with Clause 7.5 ( Cash cover by Borrower ),	
the relevant Issuing Bank may reduce the amount of that Letter of Credit by an amount equal to the amount of the participation of that Non-Acceptable L/C Lender in respect of that Letter of Credit and that Non-Acceptable L/C Lender shall be deemed not to have any participation (or obligation to indemnify the Issuing Bank) in respect of that Letter of Credit for the purposes of the Finance Documents.
 
(b)	The Issuing Bank shall notify the Agent and the Parent of each reduction made pursuant to this Clause 6.7.	
 
(c)	This Clause 6.7 shall not affect the participation of each other Lender in that Letter of Credit.	
 
6.8	Revaluation of Letters of Credit	
 
(a)	If any Letters of Credit are denominated in an Optional Currency, the Agent shall, in respect of each such Letter of Credit, at six (6) monthly intervals after the date of the Letter of Credit (the “ Revaluation Date ”) calculate the amount (the “ Notional Amount ”) which is the equivalent in the Base Currency of the outstanding principal amount of that Letter of Credit on the basis of the Agent’s Spot Rate of Exchange on the date of calculation. The Agent shall notify the Parent of the amount, if any, by which the Notional Amount of any Letter of Credit exceeds the Base Currency Amount of such Letter of Credit (the “ Excess Amount ”).	
 
(b)	Subject to paragraph (c) below, in the event the Excess Amount in relation to a Letter of Credit is more than five (5) per cent. of the Base Currency Amount of such Letter of Credit, the Parent shall procure that the Borrower for whose account that Letter of Credit	
 
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 	has been issued provides, within three Business Days of demand by the Agent, cash cover to the Agent in respect of that Letter of Credit in the currency in which Letter of Credit is denominated in an amount which would, on the date of calculation, have resulted in the Notional Amount of the outstanding principal amount of that Letter of Credit (after taking into account all cash cover for such Letter of Credit) being equal to the Base Currency Amount of such Letter of Credit.	
 
(c)	In the event that a Borrower has previously provided cash cover for a Letter of Credit pursuant to this Clause 6.8 and on any subsequent date of calculation under this Clause 6.8, the Notional Amount of the outstanding principal amount of that Letter of Credit (after taking into account all cash cover for such Letter of Credit) is equal to or less than its Base Currency Amount, the Agent shall, provided no Event of Default has occurred and is continuing, release or authorise the Security Agent to release such amount of such cash cover as would result in the Notional Amount of the outstanding principal amount of that Letter of Credit (after taking into account all cash cover for such Letter of Credit) not exceeding the Base Currency Amount of such Letter of Credit.	
 
(d)	The Parent shall only be obliged to comply with paragraph (a) above in respect of a Revaluation Date to the extent that on such Revaluation Date the Revolving Facility Utilised Amount (as defined below) exceeds the aggregate amount of all the Commitments. For these purposes, on any Revaluation Date, the “ Revolving Facility Utilised Amount ” is the aggregate of:	
 
 	(i)	the amount of all outstanding Utilisations denominated in the Base Currency;	
 
 	(ii)	the principal amount of all outstanding Letters of Credit, if any, denominated in the Base Currency;	
 
 	(iii)	the equivalent in the Base Currency on the basis of the Agent’s Spot Rate of Exchange on such Letter of Credit of all outstanding Utilisations denominated in an Option Currency;	
 
 	(iv)	the Notional Amounts of each outstanding Letter of Credit (after taking into account all cash cover for such Letter of Credit, if any, denominated in an Optional Currency);	
 
 	(v)	the amount of any Ancillary Outstandings denominated in the Base Currency; and	
 
 	(vi)	the equivalent in the Base Currency (on the basis of the Agent’s Spot Rate of Exchange on such Revaluation Date) of all Ancillary Outstandings denominated in an Optional Currency.	
 
6.9	Existing Letters of Credit and Ancillary Facilities	
A Borrower (or the Parent) may by notice in writing to the Agent request that any letter of credit, guarantee, bond, indemnity, documentary or like credit or any other instrument of suretyship or payment, issued, undertaken or made prior to the Closing Date by any person which is a Lender under the Revolving Facility (or an Affiliate of such a Lender)
 
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on behalf or at the request of any member of the Group be deemed to be issued under an Ancillary Facility or the Revolving Facility and with effect from the later of the date specified in such notice (the “ Grandfathering Date ”) (being a date not less than three (3) Business Days, or such short period as the Agent may agree, after the date such notice is delivered to the Agent) and the Closing Date, such instrument (the “ Relevant Instrument ”) shall be treated as outstanding under an Ancillary Facility or a Letter of Credit for all purposes under the Revolving Facility or Ancillary Facility (as the case may be), provided that (i) the Relevant Instrument has been approved by the Agent (acting reasonably) or otherwise satisfies the criteria for issuing Letters of Credit under, or providing Ancillary Facilities in accordance with, the terms of this Agreement, (ii) the relevant entity that is the borrower of the Relevant Instrument or on whose behalf it has been issued will either (x) accede to this Agreement as a Borrower on the Grandfathering Date in accordance with Clause 29 ( Changes to the Obligors ) or (y) (in the case of an Ancillary Facilities) be approved as an Affiliate of a Borrower by the Lender providing such Relevant Instrument in accordance with Clause 9.9 ( Affiliates of Borrowers ), and (iii) the Agent receives in each case in form and substance satisfactory to the Agent (acting reasonably) together with the notice specified in this Clause 6.9:
 
 	(i)	sufficient information in order to satisfy any know your client/anti-money laundering requirements;	
 
 	(ii)	copies of any such instruments detailing the amounts lent and the identity of the Lenders.	
The Lender concerned (or as the case may be, the Affiliate of the Lender concerned) will (unless it is already an Ancillary Lender, or, as the case may be, an Issuing Bank) become an Ancillary Lender or, as the case may be, an Issuing Bank with respect to each Relevant Instrument issued, undertaken or made by it, in each case subject to the Agent having received notification in writing from the Lender concerned (or, as the case may be, the Affiliate of the Lender concerned) that it agrees to the Relevant Instrument being treated as outstanding under an Ancillary Facility or, as the case may be, a Letter of Credit for all purposes under this Agreement.
 
7.	LETTERS OF CREDIT	
 
7.1	Immediately payable	
 
(a)	If a Letter of Credit or any amount outstanding under a Letter of Credit is expressed to be immediately payable, the Borrower that requested (or on behalf of which the Parent requested) the issue of that Letter of Credit shall repay or prepay that Letter of Credit or that amount promptly on demand by the relevant Issuing Bank.	
 
(b)	Each Issuing Bank shall immediately notify the Agent of any demand received by it under and in accordance with any Letter of Credit (including details of the Letter of Credit under which such demand has been received and the amount demanded). The Agent shall immediately on receipt of any such notice notify the Parent, the Borrower for whose account that Letter of Credit was issued and each of the Lenders under the Revolving Facility.	
 
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7.2	Claims under a Letter of Credit	
 
(a)	Each Borrower and Lender irrevocably and unconditionally authorises the relevant Issuing Bank to pay any claim made or purported to be made under a Letter of Credit requested by that Borrower (or requested by the Parent on its behalf) and which appears on its face to be in order (in this Clause 7.2, a “ claim ”).	
 
(b)	Each Borrower that requested the relevant Letter of Credit shall within three (3) Business Days of demand or, if such payment is being funded by a Loan, shall promptly on demand pay to the Agent for the account of the relevant Issuing Bank an amount equal to the amount under that claim.	
 
(c)	In respect of Letters of Credit utilised under the Revolving Facility, on receipt of any demand under paragraph (a) above the relevant Borrower shall (unless the Parent notifies the Agent otherwise) be deemed to have delivered to the Agent a duly completed Utilisation Request which complies with the provisions of Clause 5.2 ( Completion of a Utilisation Request for Loans ) for requesting a Loan (an “ L/C Loan ”):	
 
 	(i)	in an amount and currency equal to the amount and currency of the relevant claim (if applicable, net of any available cash cover);	
 
 	(ii)	for an Interest Period of one Month or such other period of up to six Months as notified by the relevant Borrower or the Parent to the Agent prior to the Utilisation Date; and	
 
 	(iii)	with a Utilisation Date falling three (3) Business Days after the date of receipt of the relevant demand,	
and, for the avoidance of doubt, the Lenders shall be required to comply with their obligations under Clause 5.4 ( Lenders’ participation ) in respect of such L/C Loan.
 
(d)	Each Borrower and each Lender acknowledges that an Issuing Bank:	
 
 	(i)	is not obliged to carry out any investigation or seek any confirmation from any other person before paying a claim; and	
 
 	(ii)	deals in documents only and will not be concerned with the legality of a claim or any underlying transaction or any available set-off, counterclaim or other defence of any person.	
 
(e)	The obligations of a Borrower and each Lender under this Clause 7.2(ii) will not be affected by:	
 
 	(i)	the sufficiency, accuracy or genuineness of any claim or any other document; or	
 
 	(ii)	any incapacity of, or limitation on the powers of, any person signing a claim or other document.	
 
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7.3	Indemnities	
 
(a)	Each Borrower shall promptly on demand indemnify the Issuing Banks against any cost, loss or liability incurred by an Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct or breach of the terms of this Agreement) in acting as the Issuing Bank under any Letter of Credit requested by (or on behalf of) that Borrower.	
 
(b)	Each Relevant Lender shall in respect of a Letter of Credit (provided that its Available Commitment will only be included in calculating the L/C Proportion for the purpose of this paragraph (b) (the “ Applicable L/C Proportion ”) if the Letter of Credit is denominated in a currency to which it is a Relevant Lender) Upon notice given by the relevant Issuing Bank to the Agent that a claim has been made under a Letter of Credit it has issued, transfer to the Agent an amount equal to its Applicable L/C Proportion in respect of such Letter of Credit within two (2) Business Days. As guarantee of such obligation, with respect to any Letter of Credit each Relevant Lender shall issue a stand by letter of credit (in the usual form and terms used for such guarantees issued between such entities at the relevant time) to the relevant Issuing Bank for its Applicable L/C Proportion of that Letter of Credit. Such issuance of each standby letter of credit shall (without double-counting for the underlying Utilisation) be deemed to be a Utilization by the applicable Borrower of the Available Commitment of such Relevant Lender	
 
(c)	If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Lender’s participation in the Letter of Credit is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit in an amount equal to its L/C Proportion of that Letter of Credit. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the relevant Issuing Bank) an amount equal to its L/C Proportion of the amount demanded.	
 
(d)	The Borrower which requested (or on behalf of which the Parent requested) a Letter of Credit shall promptly on demand reimburse any Lender for any payment it makes to an Issuing Bank under this Clause 7.3 in respect of that Letter of Credit except to the extent arising out of the negligence, wilful misconduct of, or material breach of the terms of this Agreement in relation to such Letter of Credit by, such Lender.	
 
(e)	The obligations of each Lender or Borrower under this Clause 7.3 are continuing obligations and will extend to the ultimate balance of sums payable by that Lender or Borrower in respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.	
 
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(f)	The obligations of any Lender or Borrower under this Clause 7.3 will not be affected by any act, omission, matter or thing which, but for this Clause 7.3, would reduce, release or prejudice any of its obligations under this Clause 7.3 (without limitation and whether or not known to it or any other person) including:	
 
 	(i)	any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or any other person;	
 
 	(ii)	the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor or any member of the Group;	
 
 	(iii)	the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;	
 
 	(iv)	any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or any other person;	
 
 	(v)	any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or any other document or security;	
 
 	(vi)	any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other document or security; or	
 
 	(vii)	any insolvency or similar proceedings.	
 
(g)	In respect of any Letter of Credit:	
 
 	(i)	promptly following the issue of the Letter of Credit, the Agent shall deliver to the Parent a copy of the Letter of Credit that was delivered directly to the beneficiary by an electronic message delivered by SWIFT (according to the system authorized and designed by the Society for Worldwide Interbank Financial Telecommunications), or any other means where there is record that the Letter of Credit was issued;	
 
 	(ii)	the Borrower acknowledges that the applicable Utilization shall be made by the issuance of the Letter of Credit from the relevant Issuing Bank to the beneficiary;	
 
 	(iii)	if the Borrower requires any amendment to a Letter of Credit, the Borrower must deliver the corresponding written request to the relevant Issuing Bank in the applicable form used by the relevant Issuing Bank. The request must contain the reasons for requesting the amendment which will need to be agreed by the relevant Issuing Bank, the RelevantLenders and the beneficiary;	
 
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 	(iv)	the Borrower acknowledges and agrees that, once a Letter of Credit is issued in favor of a beneficiary, such Letter of Credit may not be canceled or modified without written consent from the beneficiary, the relevant Issuing Bank and the Relevant Lenders. Once the beneficiary presents the corresponding Letter of Credit for payment, the payment made to the beneficiary under such Letter of Credit will be final and free from any responsibility from the relevant Issuing Bank or the Relevant Lenders;	
 
 	(v)	the following shall apply to a Letter of credit issued by a Mexican Issuing Bank:	
 
 	(i)	(1) The Reglas y Usos Uniformes relativos a Créditos Documentarios, revisión 2007 publicación número 600 of the International Chamber of Commerce ( Cámara Internacional de Comercio ) (UCP 600), or (2) any that may substitute them (jointly, the “ Rules ”);	
 
 	(ii)	The Suplemento a las UCP 500 para la Presentación Electrónica of the International Chamber of Commerce ( Cámara Internacional de Comercio ) (e UCP), or any that may substitute it;	
 
 	(iii)	The Práctica Bancaria Internacional Standard para la Revisión de Documentos, publicación 681 of the International Chamber of Commerce ( Cámara Internacional de Comercio ) (ISBP);	
 
 	(iv)	The International Standby Practices Publication 590;	
 
 	(v)	The Incoterms accepted by the International Chamber of Commerce, according to the updated and published version of 2010, or those that may substitute it. Incoterms will only apply in the particular cases in which the parties adopt the corresponding terminology and in cases of foreign trade operations; and	
 
 	(vi)	if any modifications to the foregoing occur, the parties will adapt to such amendments as may be applicable, without need of any written consent. Articles 46 section VIII, and 71 of the Mexican Credit Institutions Law ( Ley de Instituciones de Crédito ) shall also apply, given the case.	
 
 	(vi)	The Borrower shall pay to the relevant Issuing Bank and the Relevant Lenders (as applicable), at the request of the Agent (or Mexican Agent (as applicable)) any and all expenses, costs and fees reasonably incurred in connection with the issuance, notification, negotiation, confirmation and amendment in each Letter of Credit issued by an Issuing Bank.	
 
7.4	Cash collateral by Non-Acceptable L/C Lender	
 
(a)	If, at any time, a Lender is a Non-Acceptable L/C Lender, the relevant Issuing Bank may, by notice to that Lender, request that Lender to pay and that Lender shall pay, on or prior to the date falling three (3) Business Days after the request by the Issuing Bank, an amount equal to that Lender’s L/C Proportion of the outstanding amount of a Letter of Credit and in the currency of that Letter of Credit to an interest-bearing account held in the name of that Lender with the Issuing Bank.	
 
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(b)	The Non-Acceptable L/C Lender to whom a request has been made in accordance with paragraph (a) above shall enter into a security document or other form of collateral arrangement over the account, in form and substance satisfactory to the Issuing Bank, as collateral for any amounts due and payable under the Finance Documents by that Lender to the Issuing Bank in respect of that Letter of Credit.	
 
(c)	Until no amount is or may be outstanding under that Letter of Credit, withdrawals from the account may only be made to pay to the Issuing Bank amounts due and payable to the Issuing Bank by the Non-Acceptable L/C Lender under the Finance Documents in respect of that Letter of Credit.	
 
(d)	Each Lender shall notify the Agent and the Parent:	
 
 	(i)	on the date of this Agreement or on any later date on which it becomes such a Lender in accordance with Clause 2.2 ( Increase ) or Clause 28 ( Changes to the Lenders ) whether it is a Non-Acceptable L/C Lender; and	
 
 	(ii)	as soon as practicable upon becoming aware of the same, that it has become a Non-Acceptable L/C Lender,	
and an indication in Schedule 1 ( The Original Parties ), in a Transfer Certificate, in an Assignment Agreement or in an Increase Confirmation to that effect will constitute a notice under paragraph (d)(i) to the Agent and, upon delivery in accordance with Clause 28.8 ( Copy of Transfer Certificate or Assignment Agreement or Increase Confirmation to the Parent ), to the Parent.
 
(e)	Any notice received by the Agent pursuant to paragraph (d) above shall constitute notice to the relevant Issuing Bank of that Lender’s status and the Agent shall, upon receiving each such notice, promptly notify the Issuing Bank of that Lender’s status as specified in that notice.	
 
(f)	If a Lender who has provided cash collateral in accordance with this Clause 7.4:	
 
 	(i)	ceases to be a Non-Acceptable L/C Lender; and	
 
 	(ii)	no amount is due and payable by that Lender in respect of a Letter of Credit,	
that Lender may, at any time it is not a Non-Acceptable L/C Lender, by notice to the relevant Issuing Bank request that an amount equal to the amount of the cash provided by it as collateral in respect of that Letter of Credit (together with any accrued interest) standing to the credit of the relevant account held with the Issuing Bank be returned to it and the Issuing Bank shall pay that amount to the Lender within three (3) Business Days after the request from the Lender (and shall cooperate with the Lender in order to procure that the relevant security or collateral arrangement is released and discharged).
 
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7.5	Cash cover by Borrower	
 
(a)	If a Lender which is a Non-Acceptable L/C Lender fails to provide cash collateral (or notifies an Issuing Bank that it will not provide cash collateral) in accordance with Clause 7.4 ( Cash collateral by Non-Acceptable L/C Lender ) and the Issuing Bank notifies the Obligors’ Agent (with a copy to the Agent) that it requires the Borrower of the relevant Letter of Credit or proposed Letter of Credit to provide cash cover to an account with the Issuing Bank in an amount equal to that Lender’s L/C Proportion of the outstanding amount of that Letter of Credit and in the currency of that Letter of Credit then that Borrower shall do so within five (5) Business Days (or such longer date as is agreed with the Issuing Bank (acting reasonably)) after the notice is given.	
 
(b)	Notwithstanding paragraph (c) of Clause 1.2 ( Construction ), the relevant Issuing Bank shall permit the withdrawal of amounts up to the level of that cash cover from the account if:	
 
 	(i)	it is satisfied that the relevant Lender is no longer a Non-Acceptable L/C Lender;	
 
 	(ii)	the relevant Lender’s obligations in respect of the relevant Letter of Credit are transferred to a New Lender in accordance with the terms of this Agreement; or	
 
 	(iii)	an Increase Lender has agreed to undertake the obligations in respect of the relevant Lender’s L/C Proportion of the Letter of Credit.	
 
(c)	To the extent that a Borrower has complied with its obligations to provide cash cover in accordance with this Clause 7.5, the relevant Lender’s L/C Proportion in respect of that Letter of Credit will remain (but that Lender’s obligations in relation to that Letter of Credit may be satisfied in accordance with paragraph (c)(ii) of Clause 1.2 ( Construction )). However, the relevant Borrower’s obligation to pay any Letter of Credit fee in relation to the relevant Letter of Credit to the Agent (for the account of that Lender) in accordance with paragraph (b) of Clause 17.3 ( Fees payable in respect of Letters of Credit ) will be reduced proportionately as from the date on which it complies with that obligation to provide cash cover (and for so long as the relevant amount of cash cover continues to stand as collateral).	
 
(d)	The relevant Issuing Bank shall promptly notify the Agent of the extent to which a Borrower provides cash cover pursuant to this Clause 7.5 and of any change in the amount of cash cover so provided.	
 
7.6	Rights of contribution	
No Obligor will be entitled to any right of contribution or indemnity from any Finance Party in respect of any payment it may make under this Clause 7.6.
 
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8.	OPTIONAL CURRENCIES	
 
8.1	Selection of currency	
A Borrower (or the Parent on its behalf) shall select the currency of a Utilisation in a Utilisation Request.
 
8.2	Unavailability of a currency	
 
(a)	If before the Specified Time on any Quotation Day:	
 
 	(i)	a Lender notifies the Agent that the Optional Currency requested is not readily available to it in the amount required; or	
 
 	(ii)	a Lender notifies the Agent that compliance with its obligation to participate in a Loan in the proposed Optional Currency would contravene a law or regulation applicable to it,	
the Agent will give notice to the relevant Borrower (or the Parent on its behalf) to that effect by the Specified Time on that day. In this event, any Lender that gives notice pursuant to this Clause 8.2 will be required to participate in the Loan in the Base Currency (in an amount equal to that Lender’s proportion of the Base Currency Amount, or in respect of a Rollover Loan, an amount equal to that Lender’s proportion of the Base Currency Amount of the Rollover Loan that is due to be made) and its participation will be treated as a separate Loan denominated in the Base Currency during that Interest Period.
 
(b)	Any part of a Loan treated as a separate Loan under this Clause 8.2 will not be taken into account for the purposes of any limit on the number of Loans or currencies outstanding at any one time.	
 
(c)	A Loan will still be treated as such if it is not denominated in the same currency as the maturing Loan by reason only of the operation of this Clause 8.2.	
 
8.3	Agent’s calculations	
Each Lender’s participation in a Loan will be determined in accordance with paragraph (d) of Clause 5.4 ( Lenders’ participation ).
 
9.	ANCILLARY FACILITIES	
 
9.1	Type of Facility	
An Ancillary Facility may be by way of:
 
 	(a)	an overdraft, current account or similar facility;	
 
 	(b)	a guarantee, bonding, documentary or stand-by letter of credit facility;	
 
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 	(c)	a short term loan facility;	
 
 	(d)	a derivatives facility;	
 
 	(e)	a foreign exchange facility; or	
 
 	(f)	any other facility or accommodation required in connection with the business of the Group and which is agreed by the Parent with an Ancillary Lender.	
 
9.2	Availability	
 
(a)	A Borrower (or the Parent on its behalf) and a Lender agree and except as otherwise provided in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and of Clause 39.5 ( Replacement of Lender )) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility).	
 
(b)	An Ancillary Facility shall not be made available unless, not later than five (5) Business Days prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Parent:	
 
 	(i)	a notice in writing of the establishment of an Ancillary Facility and specifying:	
 
 	(A)	the proposed Borrower(s) (or Affliate(s) of a Borrower) which may use the Ancillary Facility;	
 
 	(B)	the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility;	
 
 	(C)	the proposed type of Ancillary Facility to be provided;	
 
 	(D)	the proposed Ancillary Lender;	
 
 	(E)	the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “ Designated Gross Amount ”) and its maximum net amount (that amount being the “ Designated Net Amount ”); and	
 
 	(F)	the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and	
 
 	(ii)	any other information which the Agent may reasonably request in connection with the Ancillary Facility.	
 
 	(iii)	The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility.	
 
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 	(iv)	No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, under this Clause 9 ( Ancillary Facilities )). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply.	
 
(c)	Subject to compliance with paragraph (b) above:	
 
 	(i)	the Lender concerned will become an Ancillary Lender; and	
 
 	(ii)	the Ancillary Facility will be available,	
with effect from the date agreed by the Parent and the Ancillary Lender.
 
9.3	Terms of Ancillary Facilities	
 
(a)	Except as provided below, the terms of any Ancillary Facility will be those agreed by the Ancillary Lender and the Parent.	
 
(b)	However, those terms:	
 
 	(i)	must be based upon normal commercial terms at that time (except as varied by this Agreement);	
 
 	(ii)	may allow only Borrowers (or Affiliates of Borrowers nominated pursuant to Clause 9.9 (Affiliates of Borrowers)) to use the Ancillary Facility;	
 
 	(iii)	may not allow the Ancillary Outstandings to exceed the Ancillary Commitment;	
 
 	(iv)	may not allow the Ancillary Commitment of a Lender to exceed the Available Commitment of that Lender (excluding for these purposes any reduction in the Available Commitments attributable to such Ancillary Commitment); and	
 
 	(v)	unless otherwise agreed with the relevant Ancillary Lender must require that the Ancillary Commitment is reduced to nil, and that all Ancillary Outstandings are repaid (or cash cover provided in respect of all the Ancillary Outstandings) not later than the Termination Date (or such earlier date as the Commitment of the relevant Ancillary Lender (or its Affiliate) is reduced to zero).	
 
(c)	If there is any inconsistency between any term of an Ancillary Facility and any term of this Agreement, this Agreement shall prevail except for:	
 
 	(i)	Clause 36.3 ( Day count convention ) which shall not prevail for the purposes of calculating fees, interest or commission relating to an Ancillary Facility;	
 
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 	(ii)	an Ancillary Facility comprising more than one account where the terms of the Ancillary Documents shall prevail to the extent required to permit the netting of balances on those accounts; and	
 
 	(iii)	where the relevant term of this Agreement would be contrary to, or inconsistent with, the law governing the relevant Ancillary Document, in which case that term of this Agreement shall not prevail.	
 
(d)	Interest, commission and fees on Ancillary Facilities are dealt with in Clause 17.4 ( Interest, commission and fees on Ancillary Facilities ).	
 
9.4	Repayment of Ancillary Facility	
 
(a)	An Ancillary Facility shall cease to be available on the Termination Date or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement unless otherwise agreed in writing with the relevant Ancillary Lender pursuant to Clause 9.10 ( Continuation of Ancillary Facilities ).	
 
(b)	If an Ancillary Facility expires or is cancelled (in whole or in part) in accordance with its terms or by agreement between the parties thereto, the Ancillary Commitment of the Ancillary Lender shall be reduced accordingly (and its Commitment shall be increased accordingly).	
 
(c)	No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless:	
 
 	(i)	the Total Commitments have been cancelled in full, or all outstanding Utilisations have become due and payable in accordance with the terms of this Agreement, or the Agent has declared all outstanding Utilisations immediately due and payable, or the expiry date of the Ancillary Facility occurs; or	
 
 	(ii)	it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or	
 
 	(iii)	the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by a Utilisation under the Revolving Facility and the Ancillary Lender gives sufficient notice to enable a Utilisation to be made to refinance those Ancillary Outstandings.	
 
(d)	For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility mentioned in paragraph (ii) above can be refinanced by a Utilisation:	
 
 	(i)	the Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment; and	
 
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 	(ii)	the Utilisation may (so long as paragraph (i) above does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 ( Maximum number of Utilisations ) or paragraph (a)(ii) of Clause 5.2 ( Completion of a Utilisation Request for Loans ) applies.	
 
(e)	On the making of a Utilisation to refinance Ancillary Outstandings:	
 
 	(i)	each Lender will participate in that Utilisation in an amount (as determined by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations then outstanding bearing the same proportion to the aggregate amount of the Utilisations then outstanding as its Commitment bears to the Total Commitments; and	
 
 	(ii)	the relevant Ancillary Facility shall be cancelled to the extent of such refinancing.	
 
(f)	In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to applicable regulatory authorities as netted for capital adequacy purposes.	
 
9.5	Ancillary Outstandings	
Each Borrower and each Ancillary Lender agrees with and for the benefit of each Lender that:
 
 	(a)	the Ancillary Outstandings under any Ancillary Facility provided by that Ancillary Lender shall not exceed the Ancillary Commitment applicable to that Ancillary Facility and where the Ancillary Facility is an overdraft facility comprising more than one account, Ancillary Outstandings under that Ancillary Facility shall not exceed the Designated Net Amount in respect of that Ancillary Facility; and	
 
 	(b)	where all or part of the Ancillary Facility is an overdraft facility comprising more than one account, the Ancillary Outstandings (calculated on the basis that the words in brackets starting ‘net of’ and ending ‘under that Ancillary Facility’ of the definition of that term were deleted) shall not exceed the Designated Gross Amount applicable to that Ancillary Facility.	
 
9.6	Information	
Each Borrower and each Ancillary Lender shall, promptly upon request by the Agent, supply the Agent with any information relating to the operation of an Ancillary Facility (including the Ancillary Outstandings) as the Agent may reasonably request from time to time. Each Borrower consents to all such information being released to the Agent and the other Finance Parties.
 
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9.7	Affiliates of Lenders as Ancillary Lenders	
 
(a)	Subject to the terms of this Agreement, an Affiliate of a Lender may become an Ancillary Lender. In such case, (other than for the purposes of Clause 18 ( Tax Gross Up and Indemnities )) the Lender and its Affiliate shall be treated as a single Lender whose Commitment is the amount set out opposite the relevant Lender’s name in Part 2 of Schedule 1 ( The Original Parties ) and/or the amount of any Commitment transferred to or assumed by that Lender under this Agreement, to the extent (in each case) not cancelled, reduced or transferred by it under this Agreement. For the purposes of calculating the Lender’s Available Commitment, the Lender’s Commitment shall be reduced to the extent of the aggregate of the Ancillary Commitments of its Affiliates.	
 
(b)	The Parent shall specify any relevant Affiliate of a Lender in any notice delivered by the Parent to the Agent pursuant to paragraph (b)(i) of Clause 9.2 ( Availability ).	
 
(c)	An Affiliate of a Lender which becomes an Ancillary Lender shall become a party to this Agreement as an Ancillary Lender.	
 
(d)	If a Lender assigns all of its rights and benefits or transfers all of its rights and obligations to a New Lender (as defined in Clause 28 ( Changes to the Lenders )), its Affiliate shall cease to have any obligations under this Agreement or any Ancillary Document.	
 
(e)	Where this Agreement or any other Finance Document imposes an obligation on an Ancillary Lender and the relevant Ancillary Lender is an Affiliate of a Lender which is not a party to that document, the relevant Lender shall ensure that the obligation is performed by its Affiliate.	
 
9.8	Commitment amounts	
Notwithstanding any other term of this Agreement, each Lender shall ensure that at all times its Commitment is not less than:
 
 	(a)	its Ancillary Commitment; and	
 
 	(b)	the Ancillary Commitment of its Affiliate, in each case, excluding for these purposes any reduction in such Lender’s Commitment attributable to such Ancillary Commitment.	
 
9.9	Affiliates of Borrowers	
 
(a)	Subject to the terms of this Agreement, an Affiliate of a Borrower (which is a member of the Group) may with the approval of the relevant Ancillary Lender become a borrower with respect to an Ancillary Facility.	
 
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(b)	The Parent shall specify any relevant Affiliate of a Borrower (which is a member of the Group) in any notice delivered by the Parent to the Agent pursuant to paragraph (b)(i) of Clause 9.2 ( Availability ).	
 
(c)	If a Borrower ceases to be a Borrower under this Agreement in accordance with paragraph (b) of Clause 29.3 ( Resignation of an Obligor ), its Affiliate shall cease to have any rights under this Agreement, or any Ancillary Document.	
 
(d)	Where this Agreement or any other Finance Document imposes an obligation on a Borrower under an Ancillary Facility and the relevant Borrower is an Affiliate of a Borrower which is not a party to that document, the relevant Borrower shall ensure that the obligation is performed by its Affiliate.	
 
(e)	Any reference in this Agreement or any other Finance Document imposes an obligation on a Borrower being under no obligations (whether actual or contingent) as a Borrower under such Finance Document shall be construed to include a reference to any Affiliate of a Borrower being under no obligations under any Finance Document or Ancillary Document.	
 
9.10	Continuation of Ancillary Facilities	
 
(a)	A Borrower and an Ancillary Lender may, as between themselves only, agree to continue to provide the same Ancillary Facilities following the Termination Date or, as the case may be, the date the Commitments are otherwise cancelled under this Agreement.	
 
(b)	If any arrangement contemplated in paragraph (a) above is to occur, each relevant Borrower and the Ancillary Lender shall each confirm that to be the case in writing to the Agent. Upon the Termination Date or, as the case may be, date of cancellation, any such facility shall continue as between the said entities on a bilateral basis and not as part of, or under, the Finance Documents. Save for any rights and obligations against any Finance Party under the Finance Documents arising prior to the Termination Date or, as the case may be, date of cancellation, no such rights or obligations in respect of such Ancillary Facility shall, as between the Finance Parties, continue and the Transaction Security shall not support any such facility in respect of any matters that arise after the Termination Date or, as the case may be, date of cancellation.	
 
10.	REPAYMENT	
 
10.1	Repayment of Loans	
 
(a)	Subject to paragraph (b) and Clause 10.2 ( Rollover of Loans ) below, each Borrower which has drawn a Loan shall repay that Loan on the last day of its Interest Period.	
 
(b)	Any amount of any Loan outstanding on the Termination Date shall be repaid on that date.	
 
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10.2	Rollover of Loans	
 
(a)	Without prejudice to each Borrower’s obligation under paragraph (a) of Clause 10.1 ( Repayment of Loans ), if one or more Loans are to be made available to a Borrower:	
 
 	(i)	on the same day that a maturing Loan is due to be repaid by that Borrower;	
 
 	(ii)	in the same currency as the maturing Loan (unless it arose as a result of the operation of Clause 8.2 (Unavailability of a currency)); and	
 
 	(iii)	in whole or in part for the purpose of refinancing the maturing Loan;	
the aggregate amount of the new Loans shall be treated as if applied in or towards repayment of the maturing Loan so that:
 
 	(A)	if the amount of the maturing Loan exceeds the aggregate amount of the new Loans under the Revolving Facility:	
 
 	1.	the relevant Borrower will only be required to pay an amount in cash in the relevant currency equal to that excess; and	
 
 	2.	each Lender’s participation (if any) in the new Loans under the Revolving Facility shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender’s participation (if any) in the maturing Loan and that Lender will not be required to make its participation in the new Loans under the Revolving Facility available in cash; and	
 
 	(B)	if the amount of the maturing Loan is equal to or less than the aggregate amount of the new Loans under the Revolving Facility:	
 
 	1.	the relevant Borrower will not be required to make any payment in cash; and	
 
 	2.	each Lender will be required to make its participation in the new Loans under the Revolving Facility available in cash only to the extent that its participation (if any) in the new Loans under the Revolving Facility exceeds that Lender’s participation (if any) in the maturing Loan and the remainder of that Lender’s participation in the new Loans under the Revolving Facility shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender’s participation in the maturing Loan.	
 
10.3	Loans provided by a Defaulting Lender	
 
(a)	At any time when a Lender becomes a Defaulting Lender, the maturity date of each of the participations of that Lender in the Loans then outstanding will be automatically extended	
 
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 	to the relevant Termination Date and will be treated as separate Loans (the “ Separate Loans ”) under the Revolving Facility denominated in the currency in which the relevant participations are outstanding.	
 
(b)	A Borrower to whom a Separate Loan is outstanding may prepay all or part of that Separate Loan by giving three (3) Business Days prior notice to the Agent. The Agent will forward a copy of a prepayment notice received in accordance with this paragraph (b) to the Defaulting Lender concerned as soon as practicable on receipt.	
 
(c)	Interest in respect of a Separate Loan will accrue for successive Interest Periods selected by the Borrower by the time and date specified by the Agent (acting reasonably) and subject to the other rights of the Group under this Agreement in respect of Defaulting Lenders will be payable by that Borrower to the Defaulting Lender on the last day of each Interest Period of that Separate Loan.	
 
(d)	The terms of this Agreement relating to Loans generally shall continue to apply to Separate Loans other than to the extent inconsistent with paragraphs (a) to (c) above, in which case those paragraphs shall prevail in respect of any Separate Loan.	
 
11.	ILLEGALITY, VOLUNTARY PREPAYMENT AND CANCELLATION	
 
11.1	Illegality	
If after the date of this Agreement (or, if later, the date the relevant Lender becomes a Party), it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in any Utilisation:
 
 	(a)	that Lender shall promptly notify the Agent upon becoming aware of that event and the Agent shall notify the Parent as soon as reasonably practicable after receiving such notice;	
 
 	(b)	upon the Agent notifying the Parent, the Commitment of that Lender will be immediately reduced and cancelled to the extent necessary to comply with applicable laws; and	
 
 	(c)	each Borrower shall repay that Lender’s reduced and cancelled participation in the Utilisations made to that Borrower (or procure the transfer of that Lender’s participation at par to another Lender willing to accept such transfer) on the last day of the Interest Period for each Utilisation occurring after the Agent has notified the Parent or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law).	
 
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11.2	Illegality in relation to Issuing Bank	
If after the date of this Agreement (or, if later, the date on which the relevant Letter of Credit is issued) it becomes unlawful for an Issuing Bank to issue or leave outstanding any Letter of Credit, then:
 
 	(a)	that Issuing Bank shall promptly notify the Agent upon becoming aware of that event;	
 
 	(b)	upon the Agent notifying the Parent, the Issuing Bank shall not be obliged to issue any Letter of Credit to the extent that such issuance would be unlawful;	
 
 	(c)	to the extent it would be unlawful for any such Letter of Credit to remain outstanding, the Parent shall procure that the relevant Borrower shall use all reasonable endeavours to procure the release of each Letter of Credit affected by such change in law issued by that Issuing Bank and outstanding at such time or provide cash cover in respect of such Letter of Credit; and	
 
 	(d)	unless any other Lender has agreed to be an Issuing Bank pursuant to the terms of this Agreement, the Revolving Facility shall cease to be available for the issue of Letters of Credit.	
 
11.3	Voluntary cancellation	
 
(a)	The Parent may, if it gives the Agent not less than three (3) Business Days (or such shorter period as the Agent (acting on the instructions of the Majority Lenders) may agree) prior notice, cancel the whole or any part (being a minimum amount of EUR 500,000 and an integral multiple of EUR 500,000) of an Available Facility.	
 
(b)	Any cancellation under this Clause 11.3 shall reduce the Commitments of the Lenders rateably under the Revolving Facility.	
 
11.4	Voluntary prepayment of Utilisations	
 
(a)	A Borrower to which a Utilisation has been made may, if it or the Parent gives the Agent not less than three (3) Business Days (or such shorter period as the Agent (acting on the instructions of the Majority Lenders) may agree) prior notice, prepay the whole or any part of that Utilisation (but, if in part, being an amount that reduces the Base Currency Amount of that Utilisation by a minimum amount of EUR 500,000 (or its equivalent) and an integral multiple of EUR 500,000 (or its equivalent)).	
 
(b)	The Parent or a Borrower may elect to apply a prepayment made under this Clause 11.4 against any or all of the Loans in such proportions as it selects in its sole discretion.	
 
11.5	Right of cancellation and repayment in relation to a single Lender or Issuing Bank	
 
(a)	If:	
 
 	(i)	any sum payable to any Finance Party by an Obligor is required to be increased under paragraph (d) of Clause 18.2 ( Tax gross-up ) or paragraph 3 of Schedule 4 ( Mandatory Cost Formula ); or	
 
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 	(ii)	any Finance Party claims indemnification from the Parent or an Obligor under Clause 18.3 ( Tax indemnity ) or Clause 19.1 ( Increased costs ),	
 
 	(iii)	any Lender invokes Clause 16.2 ( Market disruption ),	
then, subject to paragraph (c) below:
 
 	(A)	if the circumstance relates to a Lender, the Parent may:	
 
 	1.	require the transfer or assignment in accordance with this Agreement of all or any part (but at par only) of that Lender’s Commitments and participations in the Utilisations to a person nominated by the Parent willing to accept that transfer or assignment; or	
 
 	2.	give the Agent notice of cancellation of all or any part of that Lender’s Commitments and the Parent’s intention to procure the repayment of all or any part of that Lender’s participations in the Utilisations, whereupon the relevant part of the Commitments of that Lender shall immediately be reduced to zero;	
 
 	(B)	if the circumstance relates to an Ancillary Lender, the Parent may give the Agent notice of cancellation of all or any part of that person’s Ancillary Commitment and the Parent’s intention to procure the repayment of all or any part of the utilisations of any Ancillary Facility granted by that person, whereupon the relevant part of that Ancillary Commitment of that person shall immediately be reduced to zero; and	
 
 	(C)	if the circumstance relates to an Issuing Bank:	
 
 	1.	the Parent may give the Agent notice of cancellation of the appointment as Issuing Bank under this Agreement in relation to any Letters of Credit to be issued in the future and the Parent’s intention to procure either the reduction to zero of that Issuing Bank’s contingent liability under any Letter of Credit or the provision of full cash cover in respect of the Issuing Bank’s maximum contingent liability under each outstanding Letter of Credit or to otherwise repay in full each Letter of Credit issued by that Issuing Bank; and	
 
 	2.	if the Parent gives notice under paragraph (C)1 above, the Revolving Facility shall cease to be available for the issue of Letters of Credit by the relevant Issuing Bank.	
 
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(b)	On the last day of each Interest Period which ends after the Parent has given notice under paragraph (a)(A)2, (a)(B) or (a)(C)1 above (or, if earlier, the date specified by the Parent in that notice), each Borrower to which a Utilisation or utilisation of an Ancillary Facility is outstanding shall repay that Lender’s participation in that Utilisation or the utilisation of the Ancillary Facility granted by that Ancillary Lender (or, if applicable, the relevant part thereof) together with, in each case, all interest and other amounts accrued under the Finance Documents or, as the case may be, provide full cash cover in respect of any Letter of Credit issued by that Issuing Bank (or, if applicable, otherwise repay the relevant Letter of Credit).	
 
(c)	The Parent may only exercise its rights under paragraph (a) above if:	
 
 	(i)	in the case of paragraphs (a)(i) and (a)(ii) above, the circumstance giving rise to the requirement or indemnification continues or, in the case of paragraphs (a)(iii) above, no more than ten (10) days have elapsed since the relevant invoking of Clause 16.2 ( Market disruption ); and	
 
 	(ii)	it gives the Agent and the relevant Lender not less than five (5) Business Days’ prior notice.	
 
11.6	Right of cancellation in relation to a Defaulting Lender	
 
(a)	If any Lender becomes a Defaulting Lender, the Parent may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent three (3) Business Days’ notice of cancellation of all or any part of each Available Commitment of that Lender.	
 
(b)	On the notice referred to in paragraph (a) above becoming effective, each Available Commitment (or part thereof) of the Defaulting Lender shall immediately be reduced to zero.	
 
(c)	The Agent shall as soon as practicable after receipt of a notice referred to in paragraph (a) above, notify all the Lenders.	
 
12.	MANDATORY PREPAYMENT	
 
12.1	Exit	
 
(a)	Upon the occurrence of a Change of Control Prepayment Event, the Revolving Facility will be cancelled and all outstanding Utilisations and Ancillary Outstandings, together with accrued interest, and all other amounts accrued under the Finance Documents, shall become immediately due and payable and shall be repaid within five (5) Business Days of such date.	
 
(b)	Notwithstanding the provisions of paragraph (a) above, an Ancillary Lender or, as the case may be, Issuing Bank may, as between itself and the relevant member of the Group, agree to continue to provide such Ancillary Facility or, as the case may be, Letter(s) of Credit, in which case, after notification thereof to the Agent such arrangements shall continue on a bilateral basis and not as part of, or under, the Finance Documents and save	
 
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 	for any rights and obligations against any other Finance Party under the Finance Documents arising prior to such cancellation, no such rights or obligations in respect of the Letter(s) of Credit or, as the case may be, Ancillary Facility shall, as between the Finance Parties, continue and the Transaction Security shall not, following release thereof by the Security Agent, secure any such Letter(s) of Credit or Ancillary Facility in respect of any claims that arise after such cancellation.	
 
12.2	Application of mandatory prepayments	
A cancellation and, if applicable, a prepayment required to be made under Clause 12.1 ( Exit ), Clause 12.3 ( Note purchase condition - General ) or 12.4 ( Note purchase condition - Asset Sales ) shall be applied in the following order:
 
 	(a)	first, in cancellation of Available Commitments pro rata (and the Available Commitments of the Lenders will be cancelled rateably);	
 
 	(b)	secondly, in prepayment of Utilisations pro rata and cancellation of Commitments (pro rata across the Revolving Facility); and	
 
 	(c)	then, in repayment and cancellation of the Ancillary Outstandings and Ancillary Commitments.	
 
12.3	Note purchase condition - General	
Subject to paragraphs (a) and (b) below, the Parent shall not (and shall procure that no member of the Group shall) repay, prepay, purchase, redeem, defease (or otherwise retire for value) or otherwise directly or indirectly acquire or offer to acquire or repay or prepay or redeem any of the Notes (each a “ Note Purchase ”) (in each case excluding any Note Purchase made from the proceeds of Refinancing Indebtedness from time to time or made from the proceeds of an Asset Disposition) prior to the scheduled repayment date or offer to do so save where the following conditions are satisfied:
 
 	(a)	following a Change of Control provided that any such Note Purchase or offer to do so after the occurrence of a Change of Control shall only be permitted to the extent the Parent has fully complied with (or will comply with) its obligations under Clause 12.1 ( Exit ) in connection with any such Note Purchase; or	
 
 	(b)	where at the time such Note Purchase is contractually committed the Agent has received a written confirmation from an authorized signatory of the Parent confirming that either:	
 
 	(i)	the aggregate principal amount of all Note Purchase’s (excluding, (x) any fees, make whole payments, call premiums and other amounts not constituting principal with respect to such Note Purchase and (y) the proceeds of any Refinancing Indebtedness applied towards such Note Purchase) does not exceed fifty (50) per cent of the aggregate original principal amount of the Notes in existence at the Closing Date (the “ Original Notes ”); or	
 
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 	(ii)	to the extent that the aggregate principal amount of all Note Purchase’s (excluding, (x) any fees, make whole payments, call premiums and other amounts not constituting principal with respect to such Note Purchase and (y) the proceeds of any Refinancing Indebtedness applied towards such Note Purchase) exceeds fifty (50) per cent of the aggregate principal amount of the Original Notes, an amount of the Commitments are cancelled and/or, if applicable, Utilisations are prepaid (as the Parent may select is its sole discretion) in the same proportion as that by which the relevant Notes are prepaid, repaid, purchased, defeased, redeemed or, as the case may be, otherwise retired for value (in each case determined by reference to the Total Commitments and the aggregate principal amount of the Original Notes outstanding immediately prior to the relevant prepayment, repayment, cancellation, purchase, defeasement, redemption or other retirement for value), until the Total Commitments have been reduced to €20,000,000,	
provided that with respect to any Refinancing Indebtedness the proceeds of which are applied towards Note Purchases, the Parent shall notify the Agent of any material new restrictive undertaking, information undertaking or event of default (including any material improvements to an equivalent restrictive undertaking, information undertaking or event of default contained in this Agreement) that is provided by an Obligor in favour of the creditors under such Refinancing Indebtedness under the agreement, document or instrument documenting such Refinancing Indebtedness (a “ Material New Term ”) and if the Agent requests enter into an amendment to this Agreement to provide for the inclusion in Schedules 14 ( Information Undertakings ) to Schedule 17 ( New York Law Definitions ) (as applicable) of this Agreement of such Material New Term.
 
12.4	Note Purchase Condition - Asset Sales	
If the Parent applies any Net Available Cash from an Asset Disposition towards a Note Purchase (a “ Disposal Funded Purchase ”) which when aggregated with all other Disposal Funded Purchases exceeds EUR 25,000,000, the excess (the “ Excess Amount ”) shall be applied so that an amount of the Commitments shall be cancelled and/or, if applicable, Utilisations prepaid (as the Parent may select is its sole discretion) in the same proportion as that by which the relevant Notes are prepaid, repaid, purchased, defeased, redeemed or, as the case may be, otherwise retired for value from such Excess Amount (in each case determined by reference to the Total Commitments and the aggregate principal amount of the Original Notes outstanding immediately prior to the relevant prepayment, repayment, cancellation, purchase, defeasement, redemption or other retirement for value).
 
13.	RESTRICTIONS	
 
13.1	Notices of Cancellation or Prepayment	
Any notice of cancellation, prepayment, authorisation or other election given by any Party under Clause 11 ( Illegality, Voluntary Prepayment and Cancellation ) shall (subject
 
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to the terms of those Clauses) unless a contrary indication appears in this Agreement, specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. In the event that a Borrower delivers a conditional or revocable notice of cancellation and/or prepayment under this Agreement, that Borrower shall be liable for any Break Costs and all other costs, loss or liability attributable to such notice being revoked in the event it does not make any relevant prepayment on the date specified.
 
13.2	Interest and other amounts	
Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs if not made on the last day of an Interest Period, without premium or penalty.
 
13.3	Reborrowing of a Revolving Facility	
Unless a contrary indication appears in this Agreement, any part of the Revolving Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement.
 
13.4	Prepayment in accordance with Agreement	
 
(a)	No Borrower shall repay or prepay all or any part of the Utilisations or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.	
 
(b)	Should there be more than one Borrower and/or Loan that is required to be partially prepaid pursuant to this Clause 12.4, the Parent may designate:	
 
 	(i)	which such Borrowers shall effect prepayment of Loans and the respective amounts to be prepaid by each such Borrower; and	
 
 	(ii)	which such Loans shall be prepaid under the Revolving Facility and the amount of each such Loan to be prepaid, provided that the aggregate amount prepaid on each repayment date complies with the requirements of this Clause 12.4.	
 
13.5	No reinstatement of Commitments	
Subject to Clause 2.2 ( Increase ), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.
 
13.6	Agent’s receipt of Notices	
If the Agent receives a notice under Clause 11 ( Illegality, Voluntary Prepayment and Cancellation ), it shall promptly forward a copy of that notice or election to either the Parent or the affected Lender or Issuing Bank, as appropriate.
 
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14.	INTEREST	
 
14.1	Calculation of interest	
The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:
 
 	(a)	Margin;	
 
 	(b)	EURIBOR in relation to any Loan in Euro or, TIIE in relation to any Loan in Mexican Pesos or, in relation to any Loan in a currency other than Euro or Mexican Pesos, LIBOR; and	
 
 	(c)	Mandatory Cost, if any.	
 
14.2	Payment of interest	
The Borrower to which a Loan has been made shall pay accrued interest on that Loan on the last day of each Interest Period (and, if the Interest Period is longer than six (6) Months, on the dates falling at six (6) monthly intervals after the first day of the Interest Period).
 
14.3	Default interest	
 
(a)	If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is two (2) per cent. per annum higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan in the currency of the overdue amount for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this Clause 14.3 shall be immediately payable by the Obligor on demand by the Agent.	
 
(b)	If any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:	
 
 	(i)	the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan;	
 
 	(ii)	the rate of interest applying to the overdue amount during that first Interest Period shall be two (2) per cent. higher than the rate which would have applied if the overdue amount had not become due; and	
 
 	(iii)	default interest (if unpaid) due by an Obligor, and arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.	
 
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14.4	Notification of rates of interest	
The Agent shall promptly notify the Lenders and the relevant Borrower (or the Parent) of the determination of a rate of interest under this Agreement.
 
15.	INTEREST PERIODS	
 
15.1	Selection of Interest Periods and Terms	
 
(a)	A Borrower (or the Parent on behalf of a Borrower) may select an Interest Period for a Loan in the Utilisation Request for that Loan.	
 
(b)	Subject to this Clause 15, a Borrower (or the Parent on behalf of a Borrower) may select an Interest Period of one (1), two (2), three (3) or six (6) Months (save that for any Loans denominated in MEX$, the Interest Period may only be one (1) or three (3) Months) or any other period agreed between the relevant Borrower (or the Parent on its behalf) and the Agent (acting on the instructions of the Lenders.	
 
(c)	An Interest Period for a Loan shall not extend beyond the Termination Date applicable to the Revolving Facility.	
 
(d)	A Loan has one Interest Period only.	
 
15.2	Non-Business Days	
If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).
 
16.	CHANGES TO THE CALCULATION OF INTEREST	
 
16.1	Absence of quotations	
Subject to Clause 16.2 ( Market disruption ), if EURIBOR or, if applicable, LIBOR is to be determined by reference to the Base Reference Banks but a Base Reference Bank does not supply a quotation by the Specified Time on the Quotation Day, the applicable EURIBOR or LIBOR shall be determined on the basis of the quotations of the remaining Base Reference Banks. In the event the Mexican Central Bank ( Banco de México ) does not publish the TIIE, either temporarily or definitively, the Loans will bear interest at a rate equal to the sum of the Alternate Rate determined from time to time plus the Margin.
 
16.2	Market disruption	
 
(a)	If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the rate of interest on each Lender’s share of that Loan for the Interest Period shall be the percentage rate per annum which is the sum of:	
 
 	(i)	the Margin;	
 
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 	(ii)	the rate notified to the Agent by that Lender as soon as practicable and in any event by close of business on the date falling three (3) Business Days after the Quotation Day (or, if earlier, on the date falling three (3) Business Days prior to the date on which interest is due to be paid in respect of that Interest Period), to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in that Loan from whatever source it may reasonably select; and	
 
 	(iii)	the Mandatory Cost, if any, applicable to that Lender’s participation in the Loan.	
 
(b)	If:	
 
 	(i)	the percentage rate per annum notified by a Lender pursuant to paragraph (ii) above is less than EURIBOR or, if applicable, LIBOR; or	
 
 	(ii)	a Lender has not notified the Agent of a percentage rate per annum pursuant to paragraph (ii) above,	
the cost to that Lender of funding its participation in that Loan for that Interest Period shall be deemed, for the purposes of paragraph (a) above, to be EURIBOR or, if applicable, LIBOR.
 
(c)	In this Agreement:	
“ Market Disruption Event ” means:
 
 	(i)	at or about noon on the Quotation Day for the relevant Interest Period the Screen Rate is not available and none or only one of the Base Reference Banks supplies a rate to the Agent to determine EURIBOR or, if applicable, LIBOR for the relevant currency and Interest Period; or	
 
 	(ii)	before close of business in Madrid on the Quotation Day for the relevant Interest Period, the Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed 35 per cent. of that Loan) that the cost to it of funding its participation in that Loan from whatever source it may reasonably select would be in excess of EURIBOR or, if applicable, LIBOR.	
 
(d)	If the Agent is advised by a Mexican Lender or Mexican Lenders (whose participations in a Loan denominated in MEX$ (a “ Peso Loan ”) exceed 35 per cent. of that Peso Loan) that, by reason of any changes or events arising after the date of this Agreement affecting the Mexican interbank market, the TIIE or the Alternate Rate, as the case may be, for any Interest Period will be less than the cost to such Mexican Lender of making or maintaining its Loan for such Interest Period, then the Agent will give notice thereof (a “ Mexican Market Disruption Notice ”) to the Borrower and the Mexican Lenders.	
 
 	(i)	If a Mexican Market Disruption Notice is given, the Parent and the affected Mexican Lenders shall enter into negotiations in good faith for a period of thirty (30) days (the “ negotiation period ”) to determine the rate	
 
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 	necessary, for the then current and subsequent Interest Periods, to compensate the affected Mexican Lenders for their cost of obtaining, as of the commencement of such Interest Periods, funds for such Interest Periods in an amount equal to the applicable principal amount of such Mexican Lenders’ participation in each Peso Loan for a period with a duration equal to each such Interest Period. If the affected Mexican Lenders and the Parent agree in writing upon a substitute rate on or before the last day of the negotiation period, the interest rate determined pursuant to such alternative basis shall be the “ Substitute Rate ” for the relevant Interest Periods and the Peso Loans shall bear interest from and after the later of (i) the date of such agreement and (ii) the expiration of the Interest Period during which the Mexican Market Disruption Notice was delivered, at a rate per annum equal to the sum of the Substitute Rate plus the Margin.	
 
 	(ii)	If the Mexican Lenders and the Parent fail to agree on such alternative basis within the negotiation period, the Agent shall forthwith give notice to the Parent and the affected Mexican Lenders (a “ Rate Setting Notice ”) of such failure. The interest rate to be included in the Rate Setting Notice shall then be the average of the rates that reflect the cost of each Reference Peso Bank that provides such information to the Agent for borrowing funds in Pesos for the Relevant Interest Period, calculated based on information provided to the Agent by each such Reference Peso Banks (the “ New Substitute Rate ”). The Agent shall be required to request quotes from all the Reference Peso Banks but will only be required to use those actually received by it. From and after the later of (i) the date on which a Rate Setting Notice is given and (ii) the expiration of the Interest Period during which the Mexican Market Disruption Notice was delivered, the Peso Loans will bear interest, payable on the last Business Day of each month while such circumstances are in effect, at a rate per annum equal to the sum of the Margin plus the New Substitute Rate specified in such Rate Setting Notice.	
 
 	(iii)	Any Substitute Rate or New Substitute Rate shall cease to apply to any Peso Loans upon notice from the Agent to the Parent and the Mexican Lenders that the circumstances giving rise to such Mexican Market Disruption Notice no longer exist.	
 
 	(iv)	Any alternative basis agreed pursuant to this paragraph (d) shall be binding on all Parties.	
 
16.3	Alternative basis of interest or funding	
 
(a)	If a Market Disruption Event occurs and the Agent or the Parent so requires, the Agent and the Parent shall enter into negotiations (for a period of not more than thirty (30) days) with a view to agreeing a substitute basis for determining the rate of interest in respect of any affected Loan.	
 
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(b)	Any alternative basis agreed pursuant to paragraph (a) above shall, with the prior consent of all the Lenders (such consent not to be unreasonably withheld or delayed) and the Parent, be binding on all Parties, provided that:	
 
 	(i)	any alternative basis agreed pursuant to paragraph (a) shall automatically be binding on a Defaulting Lender;	
 
 	(ii)	any alternative basis agreed pursuant to paragraph (a) shall automatically be binding on any Lender which does not accept or reject a request for any such consent before 5.00 p.m. Madrid time on the date falling twenty (20) Business Days’ from the date of that request being made (or such other time and date as the Parent may specify, with the consent of the Agent if less than twenty (20) Business Days from the date of such request being made); and	
 
 	(iii)	any Lender which rejects a request for any such consent shall be deemed to be a Non-Consenting Lender for the purposes of this Agreement.	
 
16.4	Break Costs	
 
(a)	Each Borrower shall, within three (3) Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by that Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.	
 
(b)	Each Lender shall as soon as reasonably practicable after demand by the Agent, provide to the Agent (with a copy to the Parent) a certificate confirming the amount of its Break Costs (giving reasonable details of the calculation of its Break Costs) for any Interest Period in which they accrue.	
 
17.	FEES	
 
17.1	Commitment fee	
 
(a)	The Parent shall pay (or procure there is paid) to the Agent (for the account of each Lender) a commitment fee in the Base Currency computed at the rate of forty (40) per cent. of the applicable Margin per annum on that Lender’s Available Commitment under the Revolving Facility for the period from (and excluding) the Closing Date to (and including) the last day of the Availability Period in respect of the Revolving Facility (the “ Commitment Fee ”) provided that with respect to the portion of the Commitment Fee due to the Mexican Lenders (the “ Mexican Fee Portion ”), such fee shall be allocated in accordance with paragraph (e) below.	
 
(b)	The accrued Commitment Fee is payable in arrears on the last day of each successive period of three (3) Months which ends during the Availability Period, on the last day of the Availability Period and on the cancelled amount of a Lender’s Commitment under the Revolving Facility at the time the cancellation is effective.	
 
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(c)	No commitment fee is payable to the Agent (for the account of a Lender) on any Available Commitment of that Lender for any day on which that Lender is a Defaulting Lender.	
 
(d)	No commitment fee is payable pursuant to this Clause 17.1 if the Closing Date does not occur.	
 
(e)	The Mexican Fee Portion of the Commitment Fee shall be allocated as follows:	
 
 	(i)	the proportions which the unutilised amounts of each Currency Utilisation Limit bear to the aggregate of the unutilised amounts of each Currency Utilisation Limit shall be calculated on a percentage basis (the “ Currency Percentages ”) (for this purpose only, as regards USD and MEX$, having been notionally converted into Euros using the Initial Applicable Rate);	
 
 	(ii)	all Utilisations and all Lender Commitments not denominated in Euro will be notionally (for the purposes only of this paragraph (ii) and of paragraph (iii) below) converted into Euro using the Initial Applicable Rate and shall be aggregated;	
 
 	(iii)	the aggregate Commitment Fee for each Mexican Lender (in Euros) for the relevant day will be calculated using the converted Utilisation and Commitment aggregates produced under (ii) above, and such fees shall be allocated amongst Lenders by reference to their unutilised Commitments (as notionally converted above) (the “ Mexican Lender’s Commitment Fee ”); and	
 
 	(iv)	each Mexican Lender’s Commitment Fee (in Euros) will be split according to the Currency Percentages and then the portions relating to the USD Currency Percentage and the MEX$ Currency Percentage will be converted into USD and MEX$ respectively applying the Agent’s Spot Rate of Exchange on such payment date and paid to each Mexican Lender in such currencies accordingly.	
 
17.2	Agency fee	
The Parent shall pay (or procure there is paid) to the Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter provided that such fee shall not be payable if the Closing Date does not occur. The portion of the agency fee that is specified in the Fee Letter as being payable to the Mexican Agent shall be payable in London (to such account in London as the Mexican Agent may from time to time specify).
 
17.3	Fees payable in respect of Letters of Credit	
 
(a)	Subject to paragraph (d) below, the Parent or the relevant Borrower shall pay (or procure there is paid) to the Agent (for the account of each Issuing Bank) a fronting fee at the rate of 0.125 per cent. per annum (unless otherwise agreed by the Parent and the relevant Issuing Bank) on the outstanding amount which is counter-indemnified by the other Lenders of each Letter of Credit requested by it (less in each case any amount which has	
 
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 	been either repaid, prepaid or cancelled and in each case excluding the amount of the share of the relevant Issuing Bank and its Affiliates in the Letter of Credit if that Issuing Bank (and/or an Affiliate of it) is also a Lender), for the period from the issue of that Letter of Credit until its Expiry Date (or the date of its repayment, prepayment or cancellation, if earlier).	
 
(b)	Subject to paragraph (d) below, each Borrower shall pay (or procure there is paid) to the Agent (for the account of each Lender) a Letter of Credit fee in the Base Currency (computed at the rate equal to the then applicable Margin to a Loan) on the outstanding amount of each Letter of Credit requested by it (less in each case any amount which has been repaid, prepaid or cancelled) for the period from the issue of that Letter of Credit until its Expiry Date (or the date of its repayment, prepayment or cancellation, if earlier). This fee shall be distributed according to each Lender’s L/C Proportion of that Letter of Credit.	
 
(c)	The accrued fronting fee and Letter of Credit fee on a Letter of Credit shall be payable in arrears on the last day of each successive period of three (3) Months (or such shorter period as shall end on the Expiry Date (or the date of its repayment, prepayment or cancellation, if earlier) for that Letter of Credit) starting on the date of issue of that Letter of Credit. The accrued fronting fee and Letter of Credit fee is also payable to the Agent on the cancelled amount of any Lender’s Commitment under the Revolving Facility at the time the cancellation is effective if that Commitment is cancelled in full and the Letter of Credit is prepaid or repaid in full.	
 
(d)	The Parent or the relevant Borrower shall pay (or procure there is paid) to the Issuing Bank (for its own account) an issuance/administration fee in the amount and at the times specified in a Fee Letter.	
 
(e)	If the Parent provides (or procures) cash cover for any part of a Letter of Credit then no fronting fee or Letter of Credit fee shall be payable in respect of that part of the Letter of Credit that is cash covered.	
 
17.4	Interest, commission and fees on Ancillary Facilities	
The rate and time of payment of interest, commission, fees and any other remuneration in respect of each Ancillary Facility shall be determined by agreement between the relevant Ancillary Lender and the Borrower of that Ancillary Facility based upon normal market rates and terms.
 
17.5	No Deal, No Fee	
Notwithstanding any other provision of this Agreement or any other Finance Document, no fees, commissions, costs or under any Finance Document shall be payable if the Closing Date does not occur, except legal fees incurred subject to any agreed cap.
 
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17.6	Defaulting Lenders	
Unless otherwise agreed in writing by the Parent and notwithstanding anything to the contrary in the Finance Documents:
 
 	(a)	no commitment fee shall accrue (or be payable) on the Available Commitment of a Lender whilst that Lender is a Defaulting Lender; and	
 
 	(b)	no other fees, costs or expenses shall, in each case, be payable to a Lender whilst that Lender is a Defaulting Lender (and the fees payable under the Finance Documents shall be reduced accordingly).	
 
18.	TAX GROSS UP AND INDEMNITIES	
 
18.1	Definitions	
“ Eligible Institution ” means any multiple banking institution ( institución de banca multiple ) or any development bank ( banca de desarrollo ), any bank (public or private) registered in the registry referred to in Article 197 of the Income Tax Law ( Ley del Impuesto Sobre la Renta ) or any registry that is created to replace such registry for the same purpose, as well as any ECA.
“ Luxembourg Obligor ” means an Obligor which is incorporated in Luxembourg.
“ Mexican Qualifying Lender ” means (i) corporate entities resident in Mexico according to Mexican tax law, (ii) an Eligible Institution or (iii) a Treaty Lender.
“ Mexican Obligor ” means an Obligor which is incorporated in Mexico.
“ Qualifying Lender ” means (i) in relation to a Luxembourg Obligor any Lender other than an individual or a residual entity as that term applies to EU Directive 2003/48/EC and any implementing legislation, (ii) in relation to a Spanish Obligor, a Spanish Qualifying Lender and (iii) in relation to a Mexican Obligor, a Mexican Qualifying Lender.
“ Spanish Obligor ” means an Obligor which is incorporated in Spain.
“ Spanish Qualifying Lender ” means:
 
 	(a)	any legal entity resident for tax purposes in a European Union Member State, other than Spain, that:	
 
 	(i)	does not obtain income from the Finance Documents or from any Utilisation through a country or jurisdiction deemed as a tax haven for Spanish tax purposes (in accordance with the Royal Decree 1080/1991, of 5 July (Real Decreto 1080/1991, de 5 de julio));	
 
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 	(ii)	does not operate, in respect of the Finance Documents or any Utilisation, through a permanent establishment located in Spain or a country or jurisdiction that is not a European Union Member State; and	
 
 	(iii)	provides the Obligors with a valid (as per the applicable Spanish tax regulations) certificate of tax residency in a European Union Member State, other than Spain, duly issued by the relevant Tax authorities of its jurisdiction of incorporation.	
 
 	(b)	any Spanish resident credit entity registered in the Special Registries of the Bank of Spain as mentioned in paragraph (c) of Article 59 of Corporate Income Tax Regulations approved by Royal Decree 1777/2004 of 30 July (Real Decreto 1777/2004 de 30 de julio);	
 
 	(c)	a permanent establishment located in Spain of a non-Spanish resident financial entity as mentioned in the second paragraph of Article 8.1 of Non-Resident Income Tax Regulations approved by Royal Decree 1776/2004 of 30 July (Real Decreto 1776/2004 de 30 julio);	
 
 	(d)	a securitisation fund (fondo de titulización) referred to in paragraph (k) of Section 59 of Royal Decree 1777/2004 of 30 July (Real Decreto 1776/2004 de 30 julio) approving the Corporate Income Tax Regulations; or	
 
 	(e)	a Treaty Lender	
“ Tax Credit ” means a credit against, relief from, or rebate, repayment or remission of any Tax.
“ Tax Deduction ” means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.
“ Tax Payment ” means an increased payment made by an Obligor to a Finance Party under Clause 18.2 ( Tax gross-up ) or a payment made under Clause 18.3 ( Tax indemnity ).
“ Treaty Lender ” means a Lender in respect of a Utilisation which:
 
 	(a)	is treated as resident (for the purposes of the appropriate double taxation agreement) in a jurisdiction (the “ Treaty State ”) having a double taxation agreement (the “ Treaty ”) with the jurisdiction of incorporation of the relevant Obligor which makes provision for full exemption from Tax imposed by that jurisdiction on interest;	
 
 	(b)	does not carry on business in the jurisdiction of incorporation of the relevant Obligor through a permanent establishment with which that Lender’s participation in that Utilisation is effectively connected; and	
 
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 	(c)	meets all other conditions which must be met under the Treaty for residents of such Treaty State to obtain full exemption from tax on interest imposed by the jurisdiction of incorporation of the relevant Obligor, except that solely for this purpose it shall be assumed that the following are satisfied:	
 
 	(iii)	any condition which relates (expressly or by implication) to the amounts or terms of any Utilisation or the Finance Documents or any condition which relates (expressly or by implication) to there not being a special relationship between the relevant Obligor and the Lender or between them both and another person; and	
 
 	(iv)	any necessary procedural formality.	
Unless a contrary indication appears, in this Clause 18 a reference to “ determines ” or “ determined ” means a determination made by the person making the determination acting reasonably.
 
18.2	Tax gross-up	
 
(a)	Each Obligor must make all payments to be made by it under the Finance Documents without any Tax Deduction, unless a Tax Deduction is required by law.	
 
(b)	The Parent shall promptly upon becoming aware that any Obligor is required by law to make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify that Obligor.	
 
(c)	If an Obligor is required by law to make a Tax Deduction it shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.	
 
(d)	If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from the Obligor shall be increased to an amount which ensures that, (after making of any Tax Deduction) each relevant Party receives on the due date and retains (free from any liability in respect of such Tax Deduction) a net sum equal to the amount of the payment which it would have received and so retained had no Tax Deduction been required.	
 
(e)	Within thirty days after making any Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the relevant Party an original receipt or certified copy thereof, or, if unavailable, evidence satisfactory to that Party (acting reasonably) that the Tax Deduction has been made and that any payment which is required in connection with any Tax Deduction has been made to the relevant Tax authority or other person.	
 
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(f)	No Obligor is required to make any increased payment to a Lender under paragraph (a) above if on the date on which the payment falls due:	
 
 	(i)	the payment could have been made to that Lender without a Tax Deduction if that Lender had been a Qualifying Lender, but on that date that Lender is not, or has ceased to be, a Qualifying Lender in respect of that payment, unless that Lender has ceased to be a Qualifying Lender in respect of that payment as a result of a change in (or in the interpretation, administration, or application of) any law or double taxation agreement or any published practice or published concession of any relevant Tax authority, in each case after the date on which it became a Lender under this Agreement;	
 
 	(ii)	the relevant Lender is a Treaty Lender and the Obligor making the payment is able to demonstrate that the payment could have been made to the Lender without the Tax Deduction had that Lender complied with its obligations under Clause 18.7 ( Filings ); or	
 
 	(iii)	in respect of Tax imposed by Mexico, the Lender has not complied with its obligations under Clause 18.9 ( Mexican Lender confirmations ).	
 
(g)	A Guarantor will not be obliged to make a payment or increased payment pursuant to this Clause 18 with respect to a payment by it of a liability due for payment by a Borrower to the extent that, had the payment been made by that Borrower, Tax would have been imposed on such payment for which that Borrower would not have been obliged to make a payment or increased payment pursuant to this Clause 18.	
 
(h)	No Obligor will be required to make any payment or increased payment pursuant to this Clause 18 in respect of any Bank Levy (or any payment attributable to, or liability arising as a consequence of, a Bank Levy).	
 
18.3	Tax indemnity	
 
(a)	Except as provided by paragraph (b) below, the Parent shall, or shall procure that another member of the Group will, within ten Business Days of demand by the Agent, pay to a Finance Party an amount equal to the loss, liability or cost which that Finance Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Finance Party in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.	
 
(b)	Paragraph (a) above shall not apply:	
 
 	(i)	with respect to any Tax payable by a Finance Party under the laws of the jurisdiction in which:	
 
 	(A)	that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for Tax purposes; or	
 
 	(B)	that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,	
 
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if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or
 
 	(ii)	if and to the extent that any such loss, liability or cost:	
 
 	(A)	is compensated for by an increased payment pursuant to paragraph (d) of Clause 18.2 ( Tax Gross-up ) or would have been so compensated because of one of the exlusions in paragraph (f) of Clause 18.2 ( Tax Gross-up );	
 
 	(B)	related to a FATCA Deduction required to be made by a Party; or	
 
 	(C)	is suffered or incurred with respect to any Bank Levy (or any payment attributable to, or liability arising as a consequence of, a Bank Levy), but only to the extent that such Bank Levy is no more onerous than: (x) in respect of a Bank Levy not yet enacted into law, any draft of such proposed Bank Levy as at the date of this Agreement; or (y) in respect of any other Bank Levy, as set out under existing law as at the date of this Agreement.	
 
(c)	A Finance Party making, or intending to make, a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent will notify the Parent.	
 
(d)	A Finance Party shall, on receiving a payment from an Obligor under paragraph (a) above, notify the Agent.	
 
18.4	Tax Credit	
If an Obligor makes a Tax Payment and the relevant Finance Party determines that it or an Affiliate has obtained and utilised a Tax Credit which is attributable to that Tax Payment (or an increased payment of which that Tax Payment forms part), that Finance Party shall pay to the relevant Obligor such amount as that Finance Party determines will leave that Finance Party (after that payment) in the same after-Tax position as it would have been in if the Tax Payment had not been required to be made by that Obligor.
 
18.5	Stamp Taxes	
The Parent shall, or shall procure that another member of the Group will, within ten Business Days of demand by the Agent, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to any stamp duty, registration or other similar Tax payable in connection with any Finance Document, except for any such Tax payable in connection with any Assignment Agreement or Transfer Certificate (as the case may be) or other document relating to the assignment or transfer by any Finance Party of any of its rights and/or obligations under any Finance Document.
 
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18.6	Value Added Tax	
 
(a)	All amounts set out or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall (unless otherwise agreed with the relevant Finance Party) be deemed to be exclusive of any VAT which is chargeable on such supply or supplies. Subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under or in connection with a Finance Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT and such Finance Party shall promptly provide an appropriate VAT invoice to such Party.	
 
(b)	If VAT is or becomes chargeable on any performance (supply or service) rendered by any Finance Party (the “ Supplier ”) to any other Finance Party (the “ Recipient ”) under a Finance Document, and any Party other than the Recipient (the “ Relevant Party ”) is required by the terms of any Finance Document to pay an amount equal to the consideration for such performance to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):	
 
 	(i)	(where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient or an Affiliate receives from the relevant tax authority which the Recipient determines relates to the VAT chargeable on that supply; and	
 
 	(ii)	(where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient determines that it or an Affiliate is not entitled to credit or repayment from the relevant Tax authority in respect of that VAT.	
 
(c)	Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs or expenses, that Party shall also at the same time reimburse or indemnify (as the case may be) such Finance Party for the full amount of such costs or expenses, including such part thereof as represents VAT, save to the extent that the Finance Party determines that it or an Affiliate is entitled to credit or repayment from the relevant tax authority in respect of such VAT.	
 
(d)	Any reference in this Clause 18.6 to any Party shall, at any time when such Party is treated as a member of a group or consolidation for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group or the head of such consolidation at such time (the term “representative member” shall (i) have the same meaning as in the Value Added Tax Act	
 
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 	1994 with regard to the UK or (ii) where applicable, with regard to another jurisdiction refer to an equivalent entity under the relevant laws of such jurisdiction to that referred to in (i)).	
 
(e)	In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Party must promptly provide such Finance Party with details of that Party’s VAT registration and such other information as is reasonably requested in connection with such Finance Party’s VAT reporting requirements in relation to such supply.	
 
18.7	Filings	
A Treaty Lender and each Obligor which makes a payment to which that Treaty Lender is entitled shall cooperate in completing any procedural formalities necessary for that Obligor to obtain authorisation to make that payment without a Tax Deduction.
 
18.8	Lender confirmations	
Each Lender which becomes a party to this Agreement after the date of this Agreement shall, in relation to each Obligor, indicate in the Assignment Agreement, Transfer Certificate, Increase Confirmation or Additional Lender Accession Agreement which it executes on becoming a party and for the benefit of the Agent and without liability to any Obligor, whether it is:
 
 	(a)	not a Qualifying Lender;	
 
 	(b)	a Qualifying Lender (other than a Treaty Lender); or	
 
 	(c)	a Treaty Lender.	
If a New Lender or Increase Lender fails to indicate its status in accordance with this Clause 18.8 then then such New Lender or Increase Lender shall be treated for the purposes of this Agreement (including by each Obligor) as if it is not a Qualifying Lender until such time as it notifies the Agent which category applies. For the avoidance of doubt, an Assignment Agreement, Transfer Certificate, Increase Confirmation or Additional Lender Accession Agreement shall not be invalidated by any failure of a Lender to comply with this Clause 18.8.
 
18.9	Mexican Qualifying Lender confirmations	
Each Mexican Qualifying Lender that ceases to be a resident of Mexico for tax purposes shall, at the request of an Obligor, file with the Ministry of Finance or, where applicable, file with the applicable Governmental Authority in accordance with the laws of any jurisdiction outside Mexico from or through which payments hereunder or under any Pagarés are made, or deliver or furnish to that Obligor, any form, certificate or other document reasonably requested by that Obligor if (i) such filing, delivery or furnishing of information is consistent with applicable laws, regulations, or a treaty, (ii) such filing, delivery or furnishing of information would reduce or eliminate any Tax payment
 
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pursuant to this Clause 18 and (iii) such filing, delivery or furnishing of information would not, in the good faith judgment of such Lender, require such Mexican Qualifying Lender to disclose any confidential or proprietary information or be otherwise disadvantageous to such Lender, provided that a filing, delivery or furnishing of information shall not be considered disadvantageous solely by virtue of administrative inconvenience to such Lender. Notwithstanding the foregoing, it is understood and agreed that nothing in this paragraph shall interfere with the rights of any Finance Party to conduct its fiscal or tax affairs in such manner as it deems fit.
 
18.10	FATCA Deduction	
 
(a)	Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction	
 
(b)	Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FACA Deduction) notify the Party to whom it is making the payment and, in addition, shall notify the Parent, the Agent and the other Finance Parties.	
 
18.11	FATCA information	
 
(a)	Subject to paragraph (c) below, each Party shall, within ten Business Days of a reasonable request by another Party:	
 
 	(i)	confirm to that other Party whether it is:	
 
 	(A)	a FATCA Exempt Party; or	
 
 	(B)	not a FATCA Exempt Party; and	
 
 	(ii)	supply to that other Party such forms, documentation and other information relating to its status under FATCA (including its applicable “passthru payment percentage” or other information required under the US Treasury Regulations or other official guidance including intergovernmental agreements) as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA.	
 
(b)	If a Party confirms to another Party pursuant to (i) paragraph (a) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.	
 
(c)	Paragraph (a) above shall not oblige any Finance Party to do anything which would or might in its reasonable opinion constitute a breach of:	
 
 	(iii)	any law or regulation;	
 
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 	(iv)	any fiduciary duty; or	
 
 	(v)	any duty of confidentiality.	
 
(d)	If a Party fails to confirm its status or to supply forms, documentation or other information requested in accordance with paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then:	
 
 	(vi)	if that Party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such Party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and	
 
 	(vii)	if that Party failed to confirm its applicable “passthru payment percentage” then such Party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable “passthru payment percentage” is 100%,	
until (in each case) such time as the Party in question provides the requested confirmation, forms, documentation or other information.
 
19.	INCREASED COSTS	
 
19.1	Increased costs	
 
(a)	Subject to Clause 19.3 ( Exceptions ) the Parent shall pay (or procure there is paid), within three (3) Business Days of a demand by the Agent, for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date it became a party to this Agreement, or (ii) compliance with any law or regulation made after the date of this Agreement (or, if later, the date it became a Party to this Agreement) or (iii) the implementation of or application of, or compliance with Basel III or any law or regulation which implements or applies Basel III.	
 
(b)	In this Agreement “ Increased Costs ” means:	
 
 	(i)	a reduction in the rate of return from the Revolving Facility or on a Finance Party’s (or its Affiliate’s) overall capital;	
 
 	(ii)	an additional or increased cost; or	
 
 	(iii)	a reduction of any amount due and payable under any Finance Document,	
which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or an Ancillary Commitment or funding or performing its obligations under any Finance Document or Letter of Credit.
 
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19.2	Increased cost claims	
 
(a)	A Finance Party intending to make a claim pursuant to Clause 19.1 ( Increased costs ) shall promptly notify the Agent of the event giving rise to the claim and whether it intends to make a claim, following which the Agent shall promptly notify the Parent.	
 
(b)	Each Finance Party shall, as soon as practicable after receipt of a demand by the Agent, provide a certificate (giving reasonable details of the circumstances giving rise to such claim and of the calculation of such Increase Costs) confirming the amount of its Increased Costs.	
 
19.3	Exceptions	
 
(a)	Clause 19.1 ( Increased costs ) does not apply to the extent any Increased Cost is:	
 
 	(i)	attributable to a Tax Deduction required by law to be made by an Obligor or is compensated for under Clause 18.2;	
 
 	(ii)	attributable to a FATCA Deduction required to be made by a Party;	
 
 	(iii)	compensated for by Clause 18.3 ( Tax indemnity ) (or would have been compensated for under Clause 18.3 ( Tax indemnity ) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 18.3 ( Tax indemnity ) applied) or by Clause 18.6 ( Value Added Tax );	
 
 	(iv)	compensated for by the payment of the Mandatory Cost;	
 
 	(v)	attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation or any term of any Finance Document;	
 
 	(vi)	attributable (or any payment attributable to, or liability arising as a consequence of, a Bank Levy), but only to the extent that such Bank Levy is no more onerous than: (x) in respect of a Bank Levy not yet enacted into law, any draft of such proposed Bank Levy as at the date of this Agreement; or (y) in respect of any other Bank Levy, as set out under existing law as at the date of this Agreement; or	
 
 	(vii)	attributable to the implementation or application of or compliance with the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement or, if later, the date the relevant Finance Party became a Party to this Agreement (but excluding any amendment arising out of Basel III) (“ Basel II ”) or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates).	
 
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(b)	In this Clause 19.3:	
 
 	(i)	reference to a “ Tax Deduction ” has the same meaning given to the term in Clause 18.1 ( Definitions ); and	
 
 	(ii)	“ Basel III ” means:	
 
 	(A)	the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010; and	
 
 	(B)	any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III”.	
 
20.	OTHER INDEMNITIES	
 
20.1	Currency indemnity	
 
(a)	If any sum due from an Obligor under the Finance Documents (a “ Sum ”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “ First Currency ”) in which that Sum is payable into another currency (the “ Second Currency ”) for the purpose of:	
 
 	(i)	making or filing a claim or proof against that Obligor; or	
 
 	(ii)	obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings against the Obligor,	
that Obligor shall as an independent obligation, within three (3) Business Days of receipt of demand, indemnify the Arrangers and each other Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person (acting reasonably and in good faith) at the time of its receipt of that Sum provided that if the amount produced or payable as a result of the conversion is greater than the relevant Sum due, the relevant Finance Party will, unless a Declared Default has occurred and is continuing, refund any such excess amount to the relevant Obligor.
 
(b)	Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.	
 
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20.2	Other indemnities	
 
(a)	The Parent shall (or shall procure that an Obligor will), within three (3) Business Days of receipt of demand (which shall be accompanied by reasonable calculations or details of the amount demanded), indemnify the Arrangers and each other Finance Party against any cost, loss or liability incurred by it as a result of:	
 
 	(i)	the occurrence of any Event of Default;	
 
 	(ii)	a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 32 ( Sharing among the Lenders );	
 
 	(iii)	funding, or making arrangements to fund, its participation in a Utilisation requested by a Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default, negligence or willful misconduct by that Finance Party alone);	
 
 	(iv)	issuing or making arrangements to issue a Letter of Credit requested by the Parent or a Borrower in a Utilisation Request but not issued by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of the default, negligence or wilful misconduct by that Finance Party alone); and	
 
 	(v)	a Utilisation (or part of a Utilisation) not being prepaid in accordance with a notice of prepayment given by a Borrower or the Parent.	
 
(b)	The Parent shall promptly indemnify and hold harmless each Finance Party, each Affiliate of a Finance Party and each officer or employee of a Finance Party or its Affiliate (each an “ Indemnified Party ”), against any cost, loss or liability incurred by that Indemnified Party in connection with or arising out of the Acquisition or the funding of the Acquisition (including but not limited to those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry concerning the Acquisition), unless such loss or liability is caused by fraud, the gross negligence or wilful misconduct of that Indemnified Party or results from such Indemnified Party breaching a term of any Finance Documents, any Confidentiality Undertaking given by that Indemnified Party or any other material contractually binding obligations. Each Indemnified Party may rely on this Clause 20.2.	
 
(c)	If any event occurs in respect of which indemnification may be sought from the Parent, the relevant Indemnified Person shall only be indemnified if (where legally permissible to do so and without being under any obligation to so notify to the extent that it is not lawfully permitted to do so) it:	
 
 	(i)	notifies the Parent in writing within a reasonable time after the relevant Indemnified Person becomes aware of such event and this provision;	
 
 	(ii)	consults with the Parent fully and promptly with respect to the conduct of the relevant claim, action or proceeding;	
 
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 	(iii)	conducts such claim, action or proceeding properly and diligently; and	
 
 	(iv)	does not settle any such claim, action or proceeding without the Parent’s prior written consent (such consent not to be unreasonably withheld).	
The Indemnified Person shall also be entitled to appoint their own legal counsel in each applicable jurisdiction in respect of any such claim, action or proceeding.
 
20.3	Indemnity to the Agent and the Mexican Agent	
The Parent shall promptly indemnify the Agent and the Mexican Agent against any reasonable third party cost, loss or liability incurred by the Agent or the Mexican Agent (in each case acting reasonably) as a result of:
 
 	(a)	investigating any event which it reasonably believes is a Default; or	
 
 	(b)	acting or relying on any notice, request or instruction from an Obligor, an Affiliate of an Obligor, an Investor, an Affiliate of an Investor or from the management of any member of the Group which it reasonably believes to be genuine, correct and appropriately authorised.	
 
21.	MITIGATION BY THE LENDERS	
 
21.1	Mitigation	
 
(a)	Each Finance Party shall, in consultation with the Parent, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 11.1 ( Illegality ) (or, in respect of the Issuing Bank, Clause 11.2 ( Illegality in relation to Issuing Bank )), Clause 18 ( Tax Gross Up and Indemnities ), Clause 19 ( Increased Costs ) or paragraph 3 of Schedule 4 ( Mandatory Cost Formula ) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.	
 
(b)	Paragraph (a) above does not in any way limit the obligations of any Obligor under the Finance Documents.	
 
21.2	Limitation of liability	
 
(a)	The Parent shall (or shall procure that an Obligor will) promptly indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 21.1 ( Mitigation ).	
 
(b)	A Finance Party is not obliged to take any steps under Clause 21.1 ( Mitigation ) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it in a material respect.	
 
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22.	COSTS AND EXPENSES	
 
22.1	Transaction expenses	
The Parent shall promptly on demand after receipt of the corresponding invoice pay (or procure payment) to the Agent, the Arrangers and the Issuing Bank the amount of all reasonble third party out-of-pocket costs and expenses (including legal fees subject to agreed caps and notarial costs (if any)) incurred by any of them in connection with the negotiation, preparation, printing, execution and perfection of:
 
 	(a)	this Agreement and any other Finance Document executed on or prior to the date of this Agreement; and	
 
 	(b)	any other Finance Documents (other than Transfer Certificates or Assignment Agreements) executed after the date of this Agreement,	
subject in each case to the Closing Date having occurred (other than in respect of legal fees up to the cap agreed by the Parent) and on a basis and up to an amount as agreed between the Mandated Lead Arrangers and the Parent from time to time.
 
22.2	Amendment costs	
If:
 
 	(a)	an Obligor requests an amendment, waiver, consent or release in relation to any Finance Document or any release of any Transaction Security; or	
 
 	(b)	an amendment is required pursuant to Clause 33.10 ( Change of currency ),	
the Parent shall, within ten (10) Business Days of demand after receipt of the corresponding invoice, reimburse (or procure reimbursement of) the Agent for the amount of all reasonable third party out-of-pocket costs and expenses (including legal fees subject to any agreed caps and notarial costs (if any)) properly incurred by the Agent in responding to, evaluating, negotiating or complying with that request or requirement.
 
22.3	Enforcement and preservation costs	
The Parent shall, within five (5) Business Days of demand, pay (or procure there is paid) to the Arrangers and each other Finance Party the amount of all costs and expenses (including legal fees) incurred by it in connection with the enforcement of or the preservation of any rights under any Finance Document and the Transaction Security and any proceedings instituted by or against the Security Agent as a consequence of taking or holding the Transaction Security or enforcing these rights.
 
22.4	Transfer costs and expenses	
Notwithstanding any other term of this Agreement or the other Finance Documents, if a Finance Party assigns or transfers any of its rights, benefits or obligations under the
 
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Finance Documents no member of the Group shall be required to pay any fees, costs, expenses or other amounts relating to, or arising in connection with, that assignment or transfer (including, without limitation, any Taxes and any amounts relating to the perfection or amendment of the Transaction Security during or after the date of this Agreement) unless such assignment is being made pursuant to the provisions of Clause 39.5 ( Replacement of Lender ).
 
22.5	Cost Details	
 
(a)	Notwithstanding any other term of this Agreement or the other Finance Documents, no member of the Group shall be required to pay any fees, costs, expenses or other amounts (other than principal and interest) unless:	
 
(b)	it has first been provided with reasonable details of the circumstances giving rise to such payment and of the calculation of the relevant amount (including, where applicable, details of hours worked, rates and individuals involved); and	
 
(c)	in the case of costs and expenses, it has received satisfactory evidence that such costs and expenses have been properly incurred (including that all security costs relate only to Transaction Security Documents entered into, or related actions taken, in accordance with the Agreed Security Principles or approved in advance by the Parent).	
 
(d)	paragraph (a) above shall not apply to any costs or expenses described under Clause 22.3 ( Enforcement and preservation costs ).	
 
23.	GUARANTEE AND INDEMNITY	
 
23.1	Guarantee and indemnity	
Each Guarantor irrevocably and unconditionally, jointly and severally but subject to Clause 23.11 ( Guarantee Limitations: General ) and Clause 23.12 ( Guarantee Limitation - Spain ) below and to any limitations set out in any Accession Deed by which a Guarantor becomes a Party:
 
 	(a)	guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor’s obligations under the Finance Documents;	
 
 	(b)	undertakes with each Finance Party that whenever another Obligor does not pay any amount when due (allowing for any applicable grace period) under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it was the principal obligor; and	
 
 	(c)	agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The	
 
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 	amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 23 if the amount claimed had been recoverable on the basis of a guarantee.	
 
23.2	Continuing Guarantee	
This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.
 
23.3	Reinstatement	
If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by a Finance Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of each Guarantor under this Clause 23 will continue or be reinstated as if the discharge, release or arrangement had not occurred.
 
23.4	Waiver of defences	
Subject to Clause 23.11 ( Guarantee Limitations: General ) and Clause 23.12 ( Guarantee Limitation - Spain ) below and to any limitations set out in any Accession Deed by which a Guarantor becomes a Party, the obligations of each Guarantor under this Clause 23 will not be affected by an act, omission, matter or thing which, but for this Clause 23, would reduce, release or prejudice any of its obligations under this Clause 23 (without limitation and whether or not known to it or any Finance Party) including:
 
 	(a)	any time, waiver or consent granted to, or composition with, any Obligor or other person;	
 
 	(b)	the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;	
 
 	(c)	the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;	
 
 	(d)	any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;	
 
 	(e)	any amendment, novation, supplement, extension restatement (however fundamental and whether or not more onerous) or replacement of a Finance Document or any other document or security provided that an Obligor shall be a party thereto including, without limitation, any change in the purpose of, any extension of or increase in any facility or the addition of any new facility under any Finance Document or other document or security;	
 
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 	(f)	any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or	
 
 	(g)	any insolvency or similar proceedings.	
 
23.5	Guarantor Intent	
Without prejudice to the generality of Clause 23.4 ( Waiver of defences ), but subject to Clause 23.11 ( Guarantee Limitations: General ) and Clause 23.12 ( Guarantee Limitation - Spain ) below and to any limitations set out in any Accession Deed by which a Guarantor becomes a Party, each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental and of whatsoever nature and whether or not more onerous) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents (including pursuant to a Structural Change), for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.
 
23.6	Immediate recourse	
Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this Clause 23. In particular, each Spanish Guarantor acknowledges and agrees that the benefits of division, order and excussion ( división orden y excusión ) are not applicable to this guarantee. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.
 
23.7	Appropriations	
Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:
 
 	(a)	refrain from applying or enforcing any other moneys, security or rights held or received by that Finance Party (or any trustee or agent on its behalf) in respect of those amounts in respect of claims made under this Clause 23, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and	
 
 	(b)	hold in an interest-bearing suspense account any moneys (bearing interest at market rates) received from any Guarantor in respect of claims made under this Clause 23 or on account of any Guarantor’s liability under this Clause 23.	
 
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23.8	Deferral of Guarantors’ rights	
Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 23:
 
 	(a)	to be indemnified by an Obligor;	
 
 	(b)	to claim any contribution from any other guarantor of any Obligor’s obligations under the Finance Documents;	
 
 	(c)	to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party;	
 
 	(d)	other than where the Finance Party has acted fraudulently or with willful misconduct to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 23.1 ( Guarantee and indemnity );	
 
 	(e)	to exercise any right of set-off against any Obligor; and/or	
 
 	(f)	to claim or prove as a creditor of any Obligor in competition with any Finance Party,	
unless the exercise of any such right is necessary or advisable to avoid any risk of personal or criminal liability for any current or former managing director of that Guarantor
If a Guarantor receives any benefit, payment or distribution in relation to such rights, it shall, other than to the extent such Guarantor is permitted to retain such benefit, payment or distribution in accordance with the Intercreditor Agreement hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by the Obligors under or in connection with the Finance Documents to be repaid in full on trust (to the extent it is able to do so in accordance with any law applicable to it) for the Finance Parties and shall promptly pay or transfer the same, but subject to the limitations and exceptions provided in this Clause 23 or in any Accession Deed by which it became a Guarantor, to the Agent or as the Agent may direct for application in accordance with Clause 33 ( Payment Mechanics ).
 
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23.9	Release of Guarantors’ right of contribution	
If any Guarantor (a “ Retiring Guarantor ”) ceases to be a Guarantor in accordance with the terms of the Finance Documents, then on the date such Retiring Guarantor ceases to be a Guarantor:
 
 	(a)	that Retiring Guarantor is released by each other Guarantor from any liability (whether past, present or future and whether actual or contingent) to make a contribution to any other Guarantor arising by reason of the performance by any other Guarantor of its obligations under the Finance Documents; and	
 
 	(b)	each other Guarantor waives any rights it may have by reason of the performance of its obligations under the Finance Documents to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Finance Parties under any Finance Document or of any other security taken pursuant to, or in connection with, any Finance Document where such rights or security are granted by or in relation to the assets of the Retiring Guarantor.	
 
23.10	Additional security	
This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.
 
23.11	Guarantee Limitations: General	
 
(a)	Without limiting any specific exemptions set out below:	
 
 	(i)	no Obligor’s obligations and liabilities under this Clause 23.11 and under any other guarantee or indemnity provision in a Finance Document (the “ Guarantee Obligations ”) will extend to include any obligation or liability; and	
 
 	(ii)	no Transaction Security granted by an Obligor will secure any Guarantee Obligation,	
to the extent doing so would be unlawful financial assistance (notwithstanding any applicable exemptions and/or undertaking of any applicable prescribed whitewash or similar financial assistance procedures) in respect of the acquisition of shares in itself or its Holding Company under the laws of its jurisdiction of incorporation.
 
(b)	If, notwithstanding paragraph (a) above, the giving of the guarantee in respect of the Guarantee Obligations or Transaction Security would be unlawful financial assistance, then, to the extent necessary to give effect to paragraph (a) above, the obligations under the Finance Documents will be deemed to have been split into two tranches; “Tranche 1” comprising those obligations which can be secured by the Guarantee Obligations or Transaction Security without breaching or contravening relevant financial assistance laws and “Tranche 2” comprising the remainder of the obligations under the Finance Documents. The Tranche 2 obligations will be excluded from the Guarantee Obligations and will be allocated to the Revolving Facility to which those obligations relate, to the extent that that can be determined.	
 
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23.12	Guarantee Limitation - Spain	
Notwithstanding anything set out to the contrary in this Agreement or any other Finance Document, the obligations of any Obligor incorporated in Spain (the “ Spanish Obligors ”) under this Clause 23 or any other provision of this Agreement or any other Finance Document to which it is a party shall be deemed to have been given only to the extent such guarantee does not violate Chapter VI of Title IV of Spanish Legislative Royal Decree 1/2010, of 2 July, whereby the companies act is approved (the “ Spanish Companies Act ”), governing, inter alia, unlawful financial assistance, and the liability of each Spanish Obligor only applies to the extent permitted by such provisions of the Spanish Companies Act. Such limitations of the liabilities and obligations of any Spanish Obligor may have the effect of reducing the amount of the obligations or liabilities assumed to zero.
The limitations set forth in this Clause 23.12 shall apply mutatis mutandis to any Transaction Security created by a Spanish Obligor under a Transaction Security Document and to any guarantee, indemnity and any similar obligation resulting in a payment obligation and payment, including but not limited to set-off, pursuant to the Finance Documents and made by any Spanish Obligor.
 
23.13	Additional Guarantee Limitations	
Any Additional Guarantor’s obligations will be subject to any limitation on the amount guaranteed or to the extent of the recourse of the beneficiaries of the guarantee which is contained in the Accession Deed (if applicable) and on the terms consistent with the Agreed Security Principles by which that Additional Guarantor becomes a Guarantor.
 
24.	REPRESENTATIONS	
 
24.1	General	
The Parent and (unless otherwise stated) each Obligor makes the representations and warranties set out in this Clause 24 to each Finance Party at the times specified in Clause 24.27 ( Times when representations are made ).
Status, authorisations and governing law
 
24.2	Status	
 
(a)	It and each of its Subsidiaries is either a public limited liability company, limited partnership, a company with limited liability, a Spanish “ sociedad de responsabilidad limitada ”, a Spanish “ sociedad anónima ” or a general partnership duly incorporated and validly existing under the law of its jurisdiction of incorporation.	
 
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(b)	It and each of its Subsidiaries has the power to own its assets and carry on its business as it is being conducted save to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.	
 
(c)	The Parent and any other Obligor incorporated and existing under Luxembourg law is in full compliance with the amended Luxembourg law dated 31 May 1999 on the domiciliation of companies (and the relevant regulations).	
 
(d)	It is not a FATCA FFI or a US Tax Obligor.	
 
24.3	Binding obligations	
Subject to the Legal Reservations and Perfection Requirements:
 
 	(a)	the obligations expressed to be assumed by it in each Transaction Document to which it is a party are legal, valid, binding and enforceable obligations; and	
 
 	(b)	(without limiting the generality of paragraph (a) above), each Transaction Security Document to which it is a party creates the security interests which that Transaction Security Document purports to create and those security interests are valid and effective in all material respects.	
 
24.4	Non-conflict with other obligations	
The entry into and performance by it of, and the transactions contemplated by, the Transaction Documents to which it is a party do not and will not conflict with:
 
 	(a)	any law or regulation applicable to it to the extent or in a manner that such conflict gives rise to a Material Adverse Effect;	
 
 	(b)	the constitutional documents of any member of the Group in any material respect; or	
 
 	(c)	any agreement or instrument binding upon it or any member of the Group or any of its or any member of the Group’s assets or constitute a default or termination event (however described) under any such agreement or instrument, in each case, to the extent or in a manner that such conflict gives rise to a Material Adverse Effect.	
 
24.5	Power and authority	
 
(a)	It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Transaction Documents to which it is or will be a party and the transactions contemplated by those Transaction Documents.	
 
(b)	No limit on its powers will be exceeded as a result of the borrowing, grant of security or giving of guarantees or indemnities contemplated by the Transaction Documents to which it is a party.	
 
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24.6	Validity and admissibility in evidence	
 
(a)	All Authorisations required:	
 
 	(i)	to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Transaction Documents to which it is a party; and	
 
 	(ii)	(subject to the Legal Reservation and Perfection Requirement) to make the Transaction Documents to which it is a party admissible in evidence in its Relevant Jurisdictions,	
have been (or will by the required date be) obtained or effected and are (or will by the required date be) in full force and effect.
 
(b)	All Authorisations necessary for the conduct of the business, trade and ordinary activities of members of the Group have been obtained or effected and are in full force and effect if failure to obtain or effect those Authorisations has or could reasonably be expected to have a Material Adverse Effect.	
 
24.7	Governing law and enforcement	
Subject to Legal Reservations and Perfection Requirements:
 
 	(a)	the choice of governing law of the Finance Documents, to which it is a party, will be recognised and enforced in its Relevant Jurisdictions; and	
 
 	(b)	any judgment obtained in relation to a Finance Document, to which it is a party, in the jurisdiction of the governing law of that Finance Document will be recognised and enforced in its Relevant Jurisdictions.	
No insolvency, default or tax liability
 
24.8	Insolvency	
 
 	(a)	No:	
 
 	(i)	corporate action, legal proceeding or other formal procedure or step described in paragraph 1.6 of Schedule 16 ( Event of Default ) (subject to the exceptions set out in that Clause); or	
 
 	(ii)	creditors’ process described in paragraph 1.6 of Schedule 16 ( Event of Default ) (subject to the thresholds and exceptions set out in that paragraph),	
 
 	(iii)	has been taken or, to the knowledge of the Parent, threatened in relation to an Obligor and none of the circumstances described in paragraph 1.7 of Schedule 16	
 
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 	( Event of Default ) applies to an Obligor and, in each case, excluding any such actions, proceedings procedures, steps or processes which have been discharged, revoked or otherwise lapsed; or	
 
 	(b)	In respect of any Obligor incorporated in Mexico, immediately after giving effect to any Loan or Letter of Credit and the use of proceeds thereof, it will not be, insolvent, within the meaning of Article 2166 of the Federal Civil Code and its correlative articles in the Civil Codes for the states of Mexico or within the meaning of the Mexican Insolvency Law (Ley de Concursos Mercantiles ).	
 
24.9	No filing or stamp taxes	
Under the laws of its Relevant Jurisdiction it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents, except any filing, recording or enrolling or any tax or fee payable in relation to the Finance Documents which is referred to in any Legal Opinion and which will be made or paid promptly after the date of the relevant Finance Document (to the extent required). In addition, if any Finance Document is to be presented, directly or by way of reference, in court proceedings in a Luxembourg court or another official authority in Luxembourg, registration may be required by such court or authority and registration duties at a fixed rate of EUR 12 or an ad valorem rate, depending on the nature of the registered document, will in such event become due and payable.
 
24.10	No default	
 
(a)	No Event of Default and, on the date of this Agreement and the Closing Date, no Default has occurred and is continuing or is reasonably likely to result from the making of any Utilisation or the entry into or the performance of any Transaction Document.	
 
(b)	No other event or circumstance is outstanding which constitutes (or which would, with the expiry of a grace period or the giving of notice under the relevant document, or any combination of any of the foregoing, would constitute) a default or termination event (however described) under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries’) assets are subject, in each case, which has or could reasonably be expected to have a Material Adverse Effect.	
 
24.11	Taxation	
 
(a)	It is not (and none of its Subsidiaries is) materially overdue in the filing of any Tax returns and it is not (and none of its Subsidiaries is) overdue in the payment of any amount in respect of Tax unless the failure to pay the Tax could not reasonably be expected to have a Material Adverse Effect.	
 
(b)	No claims or investigations are being, or are reasonably likely to be, made or conducted against it (or any of its Subsidiaries) with respect to Taxes such that a liability of, or claim against, any member of the Group is reasonably likely to arise which could reasonably be expected to have a Material Adverse Effect.	
 
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(c)	It is resident for Tax purposes only in the jurisdiction of its incorporation, organisation or establishment.	
 
(d)	It is not required to make any deduction for or on account of Tax from any payment it may make under any Finance Document to a Lender which is a Qualifying Lender.	
 
24.12	No misleading information	
Save as disclosed in writing to the Agent and the Arrangers prior to the date on which these representations are made in accordance with Clause 24.27 ( Times when representations made ) all material written factual information provided by any member of the Group to a Finance Party in connection with this Agreement and/or the Notes was true, complete and accurate in all material respects (taken as a whole) as at the date it was provided and is not misleading in any material respect.
 
24.13	Accounting reference date	
The Accounting Reference Date of each member of the Group is 31 December.
No proceedings or breach of laws
 
24.14	No proceedings pending or threatened	
No litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency which, are reasonably likely to be adversely determined, and which if so adversely determined have or could reasonably be expected to have a Material Adverse Effect have (to the best of its knowledge and belief (having made due and careful enquiry)) been started or threatened against any member of the Group or its assets.
 
24.15	No breach of laws	
 
(a)	It has not (and none of its Subsidiaries has) breached any law or regulation which breach has or could reasonably be expected to have a Material Adverse Effect.	
 
(b)	No labour disputes are current or, to the best of its knowledge and belief (having made due and careful enquiry), threatened against any member of the Group which have or could reasonably be expected to have a Material Adverse Effect.	
 
24.16	Environmental laws	
 
(a)	It and each of its Subsidiaries is in compliance with all relevant Environmental Law and has implemented procedures to monitor compliance with and to prevent liability under Environmental Law and to the best of its knowledge and belief (having made due and careful enquiry) no circumstances have occurred which would prevent such compliance in a manner or to an extent which has or is reasonably likely to have a Material Adverse Effect.	
 
(b)	No Environmental Claim has been commenced or (to the best of the Parent’s knowledge and belief (having made due and careful enquiry)) is threatened against any member of the Group where that claim has or could reasonably be expected, if determined against that member of the Group, to have a Material Adverse Effect.	
 
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Security and ownership of assets
 
24.17	Security and Indebtedness	
 
(a)	No Security exists over all or any of the present or future assets of any member of the Group other than as permitted by this Agreement.	
 
(b)	No member of the Group has any Indebtedness outstanding other than as permitted by this Agreement.	
 
24.18	Ranking	
 
(a)	Subject to the Legal Reservations and Perfection Requirements, the Transaction Security has or will have the ranking in priority which it is expressed to have in the Transaction Security Documents and it is not subject to any prior ranking or pari passu ranking Security, other than stated in the respective Transaction Security Document or any other Finance Documents.	
 
(b)	Its payment obligations under the Finance Documents rank at least pari passu with the claims of all of its other unsecured and unsubordinated creditors except for obligations mandatorily preferred by law applying to companies generally.	
 
24.19	Good title to assets	
It and each of its Subsidiaries has a good title to, or valid leases or licences of, or otherwise has all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted to the extent to do so has or could reasonably be expected to have a Material Adverse Effect.
 
24.20	Legal and beneficial ownership	
It and each of its Subsidiaries is the sole legal and beneficial owner of the respective assets over which it purports to grant Security.
 
24.21	Shares	
 
(a)	There are no agreements in force which provide for the issue or allotment of, or grant any person the right to call for the issue or allotment of, any share or loan capital of any member of the Group (including any option or right of pre-emption or conversion) other than as required under applicable law or as permitted by this Agreement.	
 
(b)	The constitutional documents of each member of the Group whose shares are subject to the Transaction Security do not and could not restrict or inhibit any transfer of those shares on creation or enforcement of the Transaction Security (except as provided for by mandatory provisions of law).	
 
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24.22	Intellectual Property	
It and each of its Subsidiaries:
 
 	(a)	is the sole legal and beneficial owner of or has licensed to it or are otherwise entitled to use all the Intellectual Property which is material in the context of its business and which is required by it in order to carry on its business as it is being conducted save where failure to do so could not reasonably be expected to have a Material Adverse Effect;	
 
 	(b)	so far as it is aware, does not (nor does any of its Subsidiaries), in carrying on its businesses, infringe any Intellectual Property of any third party in any respect which has or could reasonably be expected to have a Material Adverse Effect; and	
 
 	(c)	has taken all formal or procedural actions (including payment of fees) required to maintain any material Intellectual Property owned by it such where failure to do so could not reasonably be expected to have a Material Adverse Effect.	
Provision of information – Group
 
24.23	Group Structure Chart	
The Group Structure Chart delivered to the Agent pursuant to Part 1 of Schedule 2 ( Conditions Precedent ) is true, complete and accurate in all material respects.
Miscellaneous
 
24.24	Centre of main interests and establishments	
For the purposes of The Council of the European Union Regulation No. 1346/2000 on Insolvency Proceedings (the “ Regulation ”), its centre of main interest (as that term is used in Article 3(1) of the Regulation) is situated in its jurisdiction of incorporation and it has no “establishment” (as that term is used in Article 2(h) of the Regulation) in any other jurisdiction.
 
24.25	Holding Companies	
Except as may arise under the Transaction Document or in connection with the Acquisition, the Parent has not traded or incurred any liabilities or commitments (actual or contingent, present or future) orther than as acting as a Holding Company of its Subsidiaries.
 
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24.26	Original Financial Statements	
So far as the Parent is aware, the Original Financial Statements:
 
 	(i)	were prepared in all material respects in accordance with the Applicable Accounting Principles consistently applied unless otherwise referred to in such Original Financial Statements (or notes thereto or as expressly disclosed to the Agent in writing prior to the date of this Agreement); and	
 
 	(ii)	give a true and fair view of its financial condition and results of operations of those members of the Group to which they are expressed to relate in respect of, and as at the end of, the period with respect to which they were prepared.	
 
24.27	Times when representations made	
 
(a)	All the representations and warranties in this Clause 24 are made by each Original Obligor on the date of this Agreement and on the Closing Date.	
 
(b)	The Repeating Representations are deemed to be made by each Obligor and/or the Parent on the date of each Utilisation Request and on the first day of each Interest Period.	
 
(c)	All the representations and warranties in this Clause 24 except Clause 24.12 ( No misleading information ), Clause 24.13 ( Accounting reference date ) and Clause 24.23 ( Group Structure Chart ) are deemed to be made by each Additional Obligor on the day on which it becomes (or it is proposed that it becomes) an Additional Obligor.	
 
(d)	Each representation or warranty deemed to be made after the date of this Agreement shall be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.	
 
25.	INFORMATION UNDERTAKINGS	
Each Obligor shall comply with the information undertakings set out in Schedule 14 ( Information Undertakings ).
 
26.	GENERAL UNDERTAKINGS	
Each Obligor shall comply with the covenants set out in Schedule 15 ( General Undertakings ).
 
27.	EVENTS OF DEFAULT	
 
27.1	Events of Default	
Each of the events or circumstances set out in Schedule 16 ( Event of Default ) is an Event of Default.
 
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27.2	Acceleration	
On and at any time after the occurrence of an Event of Default which is continuing the Agent may, and shall if so directed by the Majority Lenders, by notice to the Parent:
 
 	(a)	cancel the Total Commitments and/or Ancillary Commitments at which time they shall immediately be cancelled;	
 
 	(b)	declare that all or part of the Utilisations, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, at which time they shall become immediately due and payable;	
 
 	(c)	declare that all or part of the Utilisations be payable on demand, at which time they shall immediately become payable on demand by the Agent on the instructions of the Majority Lenders;	
 
 	(d)	declare that cash cover in respect of each Letter of Credit is immediately due and payable at which time it shall become immediately due and payable;	
 
 	(e)	declare that cash cover in respect of each Letter of Credit is payable on demand at which time it shall immediately become due and payable on demand by the Agent on the instructions of the Majority Lenders;	
 
 	(f)	declare all or any part of the amounts (or cash cover in relation to those amounts) outstanding under the Ancillary Facilities to be immediately due and payable, at which time they shall become immediately due and payable;	
 
 	(g)	declare that all or any part of the amounts (or cash cover in relation to those amounts) outstanding under the Ancillary Facilities be payable on demand, at which time they shall immediately become payable on demand by the Agent on the instructions of the Majority Lenders; and/or	
 
 	(h)	exercise or direct the Security Agent to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents.	
 
27.3	Clean-Up Period	
Notwithstanding any other term of this Agreement or any other Finance Document, during the period (the “ Clean-up Period ”) commencing, in respect of the Acquisition, on the date on which the Acquisition completed and expiring ninety (90) days after (and excluding) such date and, in respect of any acquisition or other investment permitted by the terms of this Agreement (an “ Investment ”) made after the Closing Date, from the date of closing of that acquisition or investment to the date falling ninety (90) days thereafter:
 
 	(i)	any breach of a Clean-Up Representation or a Clean-Up Undertaking; or	
 
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 	(j)	any Event of Default constituting a Clean-Up Default,	
will be deemed not to be a breach of representation or warranty in any material respect, a breach of covenant or an Event of Default (as the case may be) if:
 
 	(i)	it would have been (if it were not for this provision) a breach of representation or warranty in any material respect, a breach of covenant or an Event of Default only by reason of circumstances relating exclusively to the Target Group (or any obligation to procure or ensure in relation to a member of the Target Group) (in the case of the Acquisition) or any person, undertaking or business which is the direct or indirect subject of the relevant acquisition or investment (or any obligation to procure or ensure in relation to such person, undertaking or business);	
 
 	(ii)	it is capable of remedy and, if the Parent is aware of the relevant circumstances at the time, reasonable steps are being taken to remedy it;	
 
 	(iii)	the circumstances giving rise to it have not been procured by or approved by the Original Obligors in the case of the Acquisition or, (in the case of any Investment, the Parent or any member of the Group provided that knowledge of the breach of representation or warranty, breach of covenant or Event of Default does not equate to procurement or approval by that person; and	
 
 	(iv)	it could not reasonably be expected to have a Material Adverse Effect.	
If the relevant circumstances are continuing after the Clean-Up Period, there shall be a breach of representation or warranty, breach of covenant or Event of Default as the case may be notwithstanding the above (and without prejudice to the rights and remedies of the Finance Parties).
 
27.4	Excluded Matters	
Notwithstanding any other term of the Finance Documents a Withdrawal Event, shall not, of itself constitute, or result in, a breach of any representation, warranty, undertaking or other term in the Finance Documents or constitute a Default or an Event of Default and each such event shall be expressly permitted under the terms of the Finance Documents.
 
28.	CHANGES TO THE LENDERS	
 
28.1	Assignments and transfers by the Lenders	
Subject to this Clause 28, a Lender (the “ Existing Lender ”) may:
 
 	(a)	assign any of its rights;	
 
 	(b)	transfer by novation any of its rights and obligations; or	
 
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 	(c)	sub-participate or enter into any other agreement or arrangement having an economic effect substantially similar to a sub-participation of any of its rights or obligations (a “ Sub Participation ”),	
under any Finance Document to:
 
 	(i)	another bank or financial institution or to a trust, fund or other entity, in each case, which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets; or	
 
 	(ii)	any other person approved in writing by the Parent,	
(the “ New Lender ”), provided that no Lender may enter into any of the transactions referred to in sub paragraphs (a) to (c) above with a member of the Group without the consent of the other Finance Parties.
 
28.2	Conditions of assignment or transfer	
 
(a)	Up to (and including) the Closing Date, an Existing Lender must obtain the prior written consent of the Parent (in its sole discretion) for any assignment or transfer before it may make an assignment or transfer in accordance with Clause 28.1 ( Assignments and transfers by the Lenders ).	
 
(b)	After the Closing Date and subject to paragraph (c) below, the prior written consent of the Parent is required before it may make an assignment or transfer in accordance with Clause 28.1 ( Assignments and transfers by the Lenders ) unless the assignment or transfer is:	
 
 	(i)	to another Lender or an Affiliate of a Lender;	
 
 	(ii)	if the Existing Lender is a fund, to a fund which is a Related Fund of the Existing Lender; or	
 
 	(iii)	made at a time when an Event of Default is continuing.	
 
(c)	Notwithstanding any other provision of this Agreement or any other Finance Documents, in all cases the prior written consent of the Parent (in its sole discretion) is required prior to any assignment or transfer to:	
 
 	(i)	any person whose business is similar or related to the Group’s business (or to an Affiliate of any such person or a person acting on behalf of, on the instructions of or for the account of any such person); or	
 
 	(ii)	any person that is (or would, upon becoming a Lender, be) a Defaulting Lender at the time of such assignment or transfer (provided that, unless an Existing Lender has knowledge or is advised to the contrary, it shall be entitled to rely on a written statement from a New Lender in a Assignment Agreement or Transfer Certificate (as the case may be), that it is not, and will not become, a Defaulting Lender on the date on which it becomes a Lender under this Agreement).	
 
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(d)	If the consent of the Parent is required for any assignment or transfer, for all purposes under the Finance Documents that assignment or transfer shall only become effective if the prior written consent of the Parent has been granted.	
 
(e)	The consent of the Parent to any assignment or transfer shall not be unreasonably withheld or delayed and will be deemed given five (5) Business Days after the Existing Lender has requested it unless consent is expressly refused by the Parent within that time.	
 
(f)	If any assignment or transfer is carried out in breach of this Clause 28.2, such assignment or transfer shall be void and deemed to have not occurred.	
 
(g)	Unless the Parent and the Agent otherwise agree and except as provided below, if an Existing Lender assigns or transfers all or any part of its participation in the Revolving Facility or of its rights and obligations under this Agreement to a person (other than to one of its Affiliates, another Lender or a Related Fund), such transfer or assignment must be:	
 
 	(i)	in a minimum amount of EUR2,000,000 (or its equivalent in other currencies) or if it is a transfer or assignment of all of the Existing Lender’s existing participation in the Revolving Facility, in an amount equal to such existing participation; and	
 
 	(ii)	in an amount such that each of the Existing Lender and the New Lender has, after the transfer or assignment, a participation in the Revolving Facility in a minimum amount of EUR5,000,000 or, if it is a transfer or assignment of all of the Existing Lender’s existing participation in the Revolving Facility, in an amount equal to such existing participation.	
 
(h)	Unless the Parent and the Agent otherwise agree and except as provided below, if on the same date two or more Existing Lenders are transferring part of their participation in the Revolving Facility to the same transferee or assignee, the minimum amount so transferred by any Existing Lender to the transferee or assignee may be less than €2,000,000 if the aggregate amount transferred or assigned to that transferee or assignee on that date is €2,000,000 and provided that each of the Existing Lenders and the New Lender has, after the transfer or assignment, a participation in the Revolving Facility in a minimum amount of €5,000,000, or, if it is a transfer or assignment of all of the Existing Lender’s existing participation in the Revolving Facility, in an amount equal to such existing participation.	
 
(i)	In determining compliance with paragraph (g) above, any amount transferred or assigned by or to an Affiliate or Related Fund shall be aggregated with any amounts transferred or assigned by or to an Affiliate or Related Fund, and any amount held by any New Lender or its Affiliate or Related Funds in different currencies shall be aggregated as at the time of the relevant transfer or assignment by reference to the Agent’s Spot Rate of Exchange for such currencies at the time of such transfer or assignment.	
 
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(j)	An assignment will only be effective on:	
 
 	(i)	receipt by the Agent of a copy of any prior written consent of the Parent to the assignment as required pursuant to paragraph (a), (b) or (c) above or evidence satisfactory to the Agent that such consent is not required;	
 
 	(ii)	receipt by the Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Agent and the Parent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender;	
 
 	(iii)	unless the New Lender is already a party to the Intercreditor Agreement in its capacity as a Lender, the New Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and	
 
 	(iv)	the performance by the Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent shall promptly notify to the Existing Lender and the New lender.	
 
(k)	A transfer will only be effective on:	
 
 	(i)	receipt by the Agent of a copy of the prior written consent of the Parent to the transfer as required pursuant to paragraph (a), (b) or (c) above or evidence satisfactory to the Agent that such consent is not required;	
 
 	(ii)	the New Lender entering into the documentation required for it to accede as a party to the Intercreditor Agreement; and	
 
 	(iii)	if the procedure set out in Clause 28.5 ( Procedure for transfer ) is complied with.	
 
(l)	An Existing Lender may not assign or transfer any of its rights or obligations under this Agreement or the other Finance Documents or change its Facility Office if as a result of such assignment or transfer or change of Facility Office, an Obligor would be obliged to repay all or part of the Existing Lenders participation in the Revolving Facility in accordance with Clause 11.1 ( Illegality ).	
 
(m)	If:	
 
 	(i)	a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and	
 
 	(ii)	as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 18 ( Tax Gross Up and Indemnities ), Clause 19 ( Increased Costs ) or paragraph 3 of Schedule 4 ( Mandatory Cost Formula ),	
 
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then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (l) applies in respect of an assignment or transfer made on or after the date of this Agreement.
 
(n)	A copy of each Confidentiality Undertaking required pursuant to any term of this Agreement (together with any amendments to the Confidentiality Undertaking) shall, unless otherwise agreed by the Parent (or unless no information is disclosed to any person under or in reliance on that Confidentiality Undertaking), be provided to the Parent at least (3) Business Days prior to any information is disclosed under or in reliance on that Confidentiality Undertaking (and in any event before any agreement or documentation is entered into in relation to any assignment, transfer or Sub-Participation) and a copy of any amendment to the Confidentiality Undertaking will be provided to the Parent promptly upon such amendment taking effect.	
 
(o)	Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.	
 
28.3	Assignment or transfer fee	
Unless the Agent otherwise agrees and excluding an assignment or transfer (i) to an Affiliate of a Lender or (ii) to a Related Fund, the New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Agent (for its own account) a fee of EUR 2,500.
 
28.4	Limitation of responsibility of Existing Lenders	
 
(a)	Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:	
 
 	(i)	the legality, validity, effectiveness, adequacy or enforceability of the Transaction Documents, the Transaction Security or any other documents;	
 
 	(ii)	the financial condition of any Obligor;	
 
 	(iii)	the performance and observance by any Obligor or any other member of the Group of its obligations under the Transaction Documents or any other documents; or	
 
 	(iv)	the accuracy of any statements (whether written or oral) made in or in connection with any Transaction Document or any other document,	
 
 	(v)	and any representations or warranties implied by law are excluded.	
 
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(b)	Each New Lender confirms to the Existing Lender, the other Finance Parties that it:	
 
 	(i)	has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and the other Finance Documents and has not relied exclusively on any information provided to it by the Existing Lender or any other Finance Party in connection with any Transaction Document or the Transaction Security; and	
 
 	(ii)	will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.	
 
(c)	Each New Lender confirms to the Parent that it has all Authorisations required for lending to the Borrowers.	
 
(d)	Nothing in any Finance Document obliges an Existing Lender to:	
 
 	(i)	accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause 28; or	
 
 	(ii)	support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Transaction Documents or otherwise.	
 
28.5	Procedure for transfer	
 
(a)	Subject to the conditions set out in Clause 28.2 ( Conditions of assignment or transfer ) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.	
 
(b)	The Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.	
 
(c)	Subject to Clause 28.14 ( Pro rata interest settlement ), on the Transfer Date:	
 
 	(i)	to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance	
 
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 	Documents and in respect of the Transaction Security and their respective rights against one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “ Discharged Rights and Obligations ”);	
 
 	(ii)	each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor or other member of the Group and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender;	
 
 	(iii)	the Agent, the Arrangers, the Security Agent, the New Lender, the other Lenders, each Issuing Bank and any relevant Ancillary Lender shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights, and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arrangers, the Security Agent, each Issuing Bank and any relevant Ancillary Lender and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and	
 
 	(iv)	the New Lender shall become a Party as a “Lender”.	
 
28.6	Procedure for assignment	
 
(a)	Subject to the conditions set out in Clause 28.2 ( Conditions of assignment or transfer ) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.	
 
(b)	The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or similar checks under all applicable laws and regulations in relation to the assignment to such New Lender.	
 
(c)	Subject to Clause 28.14 ( Pro rata interest settlement ), on the Transfer Date:	
 
 	(i)	the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;	
 
 	(ii)	the Existing Lender will be released from the obligations (the “ Relevant Obligations ”) expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and	
 
 	(iii)	the New Lender shall become a Party as a “Lender” and will be bound by obligations equivalent to the Relevant Obligations.	
 
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(d)	Lenders may utilise procedures other than those set out in this Clause 28.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Obligor or unless in accordance with Clause 28.5 ( Procedure for transfer ), to obtain a release by that Obligor from the obligations owed to that Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 ( Conditions of assignment or transfer ).	
 
28.7	Sub-Participations	
 
(a)	Up to (and including) the Closing Date, the prior written consent of the Parent (in its sole discretion) is required for any Sub-Participation to be entered into by a Lender ( Assignments and transfers by the Lenders ).	
 
(b)	After the Closing Date and subject to paragraph (c) below, no Lender shall enter into a Sub-Participation of any or all of its rights and/or obligations under this Agreement or any other Finance Document, unless:	
 
 	(i)	such Lender remains a Lender under this Agreement with all rights and obligations pertaining thereto and remains liable under this Agreement in relation to those rights and/or obligations Sub-Participated; and	
 
 	(ii)	such Lender either:	
 
 	(A)	retains the unrestricted right to exercise all voting and similar rights in respect of its Commitments (the “ Voting Rights ”), free of any obligation to act on the instructions of any other person; or	
 
 	(B)	prior to entering into such Sub-Participation, provides the Obligors’ Agent with details of the proposed Sub-Participation and, unless the Sub Participation is:	
 
 	1.	to another Lender or an Affiliate of a Lender;	
 
 	2.	if the Existing Lender is a fund, to a fund which is a Related Fund of the Existing Lender; or	
 
 	3.	made at a time when an Event of Default is continuing,	
obtains the prior written consent of the Parent and provides a copy of such consent to the Agent or evidence that such consent is not required pursuant to the terms of this sub-paragraph (ii).
 
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(c)	Notwithstanding any other provision of this Agreement or any other Finance Document, in all cases the prior written consent of the Parent (in its sole discretion) is required prior to any Sub Participation in favour of:	
 
 	(i)	any person whose business is similar or related to the Group’s business (or to an Affiliate of any such person or a person acting on behalf, on the instructions or for the account of any such person); or	
 
 	(ii)	any person that is (or would, upon becoming a Lender, be) a Defaulting Lender at the time of such Sub Participation (provided that, unless an Existing Lender has knowledge or is advised to the contrary, it shall be entitled to rely on a written statement from a New Lender that it is not, and will not become, a Defaulting Lender on the date on which it becomes a Lender under this Agreement).	
 
(d)	The Parent shall be entitled to require the Finance Parties to provide information in reasonable detail regarding the identities and participations of each of the Lenders and any sub-participants under a Sub-Participation and the relevant Finance Parties shall provide such information as soon as reasonably practical after receipt of such a request, provided that a Lender shall not be required to disclose the identity of a sub-participant under a Sub-Participation if that Lender retains exclusive control over all rights and obligations in relation to the Commitments that are the subject of the relevant Sub-Participation, including all Voting Rights (for the avoidance of doubt, free of any agreement or understanding pursuant to which it is required to or will consult with any other person in relation to the exercise of any such rights and/or obligations).	
 
(e)	If the consent of the Parent is required for any Sub-Participation for all purposes under the Finance Documents that Sub-Participation shall only become effective if the prior written consent of the Parent has been granted.	
 
(f)	If any Sub-Participation is carried out in breach of this Clause 28.7, such Sub-Participation shall be void and deemed to have not occurred.	
 
(g)	An Existing Lender may not Sub Participate any of its rights or obligations under this Agreement or the other Finance Documents if as a result of such Sub Participation, an Obligor would be obliged to repay all or part of the Existing Lenders participation in the Revolving Facility in accordance with Clause 11.1 ( Illegality ).	
 
(h)	If a Lender enters into a Sub Participation then that Lender is only entitled to receive payments under Clause 18 ( Tax Gross Up and Indemnities ) or Clause 19 ( Increased Costs ) or paragraph 3 of Schedule 4 (Mandatory Cost Formula) to the same extent as such Lender would have been entitled to if it had not entered into such Sub Participation.	
 
28.8	Copy of Transfer Certificate or Assignment Agreement or Increase Confirmation to the Parent	
The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate, an Assignment Agreement or an Increase Confirmation, sent to the Parent a copy of that Transfer Certificate, Assignment Agreement or Increase Confirmation.
 
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28.9	Security over Lenders’ rights	
In addition to the other rights provided to Lenders under this Clause 28, each Lender may without consulting with or obtaining consent from any Obligor (but subject to paragraph (c) of Clause 28.2 ( Conditions of assignment or transfer ), at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender in respect of:
 
 	(a)	any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and	
 
 	(b)	in the case of any Lender which is a fund, any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities,	
except that no such charge, assignment or Security shall:
 
 	(i)	release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or other Security for the Lender as a party to any of the Finance Documents; or	
 
 	(ii)	require any payments to be made by an Obligor or grant to any person any more extensive rights than those required to be made or granted to the relevant Lender under the Finance Documents.	
 
28.10	Additional and replacement Issuing Banks	
 
(a)	Any person may with the consent of the Parent become an Issuing Bank.	
 
(b)	An Issuing Bank may (with the consent of the Parent) resign on giving thirty (30) days notice (or such shorter period as the Parent may agree) to the Parent and the Agent. Any such resignation will not extend to or affect Letters of Credit issued before the resignation.	
 
(c)	Other than in the case of an Original Issuing Bank, a person will only become an Issuing Bank when:	
 
 	(i)	it delivers an Issuing Bank Accession Agreement to the Agent; and	
 
 	(ii)	the Agent executes the Issuing Bank Accession Agreement (provided that the Agent shall execute any Issuing Bank Accession Agreement which on its face appears duly completed promptly on receipt).	
 
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28.11	Changes to Reference Banks	
If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an Affiliate) ceases to be a Lender, the Agent shall (in agreement with the Parent) appoint another Lender or an Affiliate of a Lender to replace that Reference Bank.
 
28.12	Assignments and transfers – Issuing Bank Consent	
 
(a)	The consent of any Issuing Bank appointed in respect of the Revolving Facility is required for an assignment or transfer of a Existing Lender’s rights and/or obligations under the Revolving Facility (such consent not to be unreasonably withheld or delayed), other than any assignment or transfer to a person with a long term credit rating of at least BBB or Baa2 (as applicable) according to at least two of Moody’s, S&P and Fitch.	
 
(b)	The rights and obligations of the Existing Lender in respect of any Letter of Credit outstanding on the date of any relevant assignment or transfer will not be assigned or transferred unless that assignment or transfer is permitted pursuant to paragraph (a) above and (if so permitted), the rights and obligations of the Existing Lender and the New Lender pursuant to Clause 7.3 ( Indemnities ) with respect to any Letter of Credit outstanding on the date of any assignment or transfer and expressed to be the subject of the assignment or transfer in the Assignment Agreement or, the Transfer Certificate (as the case may be) shall be adjusted to those which they would have been had such Existing Lender and such New Lender had the Commitments expressed to be the subject of the assignment or transfer in the Assignment Agreement or, the Transfer Certificate (as the case may be) on the date that Letter of Credit was issued.	
 
28.13	Maintenance of Register and provision of Assignment Agreements, Transfer Certificates, Increase Confirmations and Issuing Bank Accession Agreement	
 
(a)	The Agent shall maintain a copy of each Assignment Agreement, Transfer Certificate, Increase Confirmation and Issuing Bank Accession Agreement delivered to it.	
 
(b)	The Agent shall, as soon as reasonably practicable after it has received or executed an Assignment Agreement, Transfer Certificate, an Increase Confirmation or Issuing Bank Accession Agreement, send to the Parent a copy of that Assignment Agreement, Transfer Certificate, Increase Confirmation or Issuing Bank Accession Agreement.	
 
(c)	The Agent shall maintain a register (the “ Register ”) on which it will record the name and addresses of the Lenders, the Commitments of, and the outstanding principal amount of the Utilisations owing or attributable to each Lender pursuant to the terms of this Agreement from time to time.	
 
(d)	The entries in the Register shall be conclusive absent manifest error, and the Obligors, the Agent and the Lenders shall treat each person whose name is recorded in the Register pursuant to the terms of this Agreement as a Lender hereunder for all purposes of this Agreement. Any failure to make or update the Register, or any error in the Register, will not affect any Obligor’s obligations in respect of the Utilisations.	
 
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(e)	The Agent will promptly update the Register on the relevant Transfer Date.	
 
(f)	The Register shall be available for inspection by the Parent, at any reasonable time and from time to time upon reasonable prior notice and the Agent will provide a copy of the Register to the Parent on request and in any event at six (6) monthly intervals from the date of this Agreement.	
 
28.14	Pro rata interest settlement	
If the Agent has notified the Lenders that it is able to distribute interest payments on a “pro rata basis” to Existing Lenders and New Lenders then (in respect of any transfer pursuant to Clause 28.5 ( Procedure for transfer ) or any assignment pursuant to Clause 28.6 ( Procedure for assignment ) the Transfer Date of which, in each case, is after the date of such notification and is not on the last day of an Interest Period):
 
 	(a)	any interest or fees in respect of the relevant participation which are expressed to accrue by reference to the lapse of time shall continue to accrue in favour of the Existing Lender up to but excluding the Transfer Date (“ Accrued Amounts ”) and shall become due and payable to the Existing Lender (without further interest accruing on them) on the last day of the current Interest Period (or, if the Interest Period is longer than six Months, on the next of the dates which falls at six (6) monthly intervals after the first day of that Interest Period); and	
 
 	(b)	the rights assigned or transferred by the Existing Lender will not include the right to the Accrued Amounts so that, for the avoidance of doubt:	
 
 	(i)	when the Accrued Amounts become payable, those Accrued Amounts will be payable for the account of the Existing Lender; and	
 
 	(ii)	the amount payable to the New Lender on that date will be the amount which would, but for the application of this Clause 28.10, have been payable to it on that date, but after deduction of the Accrued Amounts.	
 
29.	CHANGES TO THE OBLIGORS	
 
29.1	Assignment and transfers by Obligors	
Notwithstanding any provision of this Agreement, no Obligor or any other member of the Group may assign any of its rights or transfer any of its rights or obligations under the Finance Documents (other than in accordance with Clause 29.2 ( Additional Borrowers ) to Clause 29.3 ( Resignation of an Obligor ) or pursuant to a Permitted Reorganisation or as otherwise expressly permitted by the terms of this Agreement).
 
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29.2	Additional Borrowers	
 
(a)	Subject to compliance with the provisions of of paragraph 5 of Schedule 14 ( Information Undertakings ), the Parent may request that any member of the Group (or any person which will, on or prior to becoming a Borrower, be a member of the Group) becomes a Borrower under the Revolving Facility. That member of the Group shall become a Borrower under the Revolving Facility if:	
 
 	(i)	it is:	
 
 	(A)	incorporated in the same jurisdiction as another approved or existing Borrower;	
 
 	(B)	incorporated in an Approved Jurisdiction;	
 
 	(C)	in the case of a member of the Group which will borrow under an Ancillary Facility only, approved by the relevant Ancillary Lender; or	
 
 	(D)	the consent of all the Lenders (acting reasonably) approve that member of the Group as a Borrower under the Revolving Facility;	
 
 	(ii)	the Parent, or the acceding Borrower, delivers to the Agent a duly completed and executed Accession Deed;	
 
 	(iii)	the Parent confirms that no Event of Default is continuing or would occur as a result of that member of the Group becoming an Additional Borrower;	
 
 	(iv)	it is already a Guarantor or, if required by the Agent (acting on instruction of Majority Lenders and in accordance with the Agreed Security Principles) it becomes a Guarantor in accordance with Clause 29.4 ( Additional Guarantors ) prior to or at the same time as becoming a Borrower; and	
 
 	(v)	the Agent has received (or waived the requirement to receive) all of the documents and other evidence listed in Part 2 of Schedule 2 ( Conditions Precedent ) in relation to that Additional Borrower, each in form and substance satisfactory to the Agent (acting reasonably).	
 
(b)	The Agent shall in connection with any accession of a Borrower under this Clause 29.2:	
 
 	(i)	use reasonable endeavours to agree and/or confirm satisfaction of the documents and evidence to be received by it pursuant to Part 2 of Schedule 2 ( Conditions Precedent within any time period reasonably requested by the Parent (or in the absence of such request, promptly); and	
 
 	(ii)	notify the Parent and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it (acting reasonably)) all the documents and other evidence listed in Part 2 of Schedule 2 ( Conditions Precedent ).	
 
29.3	Resignation of an Obligor	
 
(a)	The Parent may request that an Obligor ceases to be a Borrower by delivering a Resignation Letter to the Agent.	
 
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(b)	The Parent may request that an Obligor ceases to be a Guarantor by delivering a Resignation Letter to the Agent if:	
 
 	(i)	that Obligor or any member of the Group which is its Holding Company is the subject of a transaction not prohibited by this Agreement pursuant to which it will cease to be a member of the Group;	
 
 	(ii)	that Obligor is the subject of a Permitted Reorganisation pursuant to which it is to be liquidated, wound up or dissolved (or pursuant to which it will otherwise cease to exist or will no longer be a Material Subsidiary);	
 
 	(iii)	that Obligor is designated as an Unrestricted Subsidiary in accordance with the terms of this Agreement or any event occurs after which the Obligor is no longer a Restricted Subsidiary;	
 
 	(iv)	to the extent that the Obligor is not an Immaterial Subsidiary solely due to the operation of paragraph (i) of the definition of “Immaterial Subsidiary, the guarantee referred to in such paragraph is released,”	
 
 	(v)	in the case of a member of the Group which became a Guarantor as a result of its guarantee of other Indebtedness of an Obligor (each, an “Other Guarantee”) pursuant to the paragraph 7 ( Limitation on Guarantees ) of Schedule 15 ( General Undertakings ), such Obligor is released from all of the relevant Indebtedness guaranteed, except a release as a result of the repayment in full of such Indebtedness (it being understood that a release subject to a contingent reinstatement is still considered a release, and if any such Indebtedness of such Guarantor under any Other Guarantee is so reinstated, such Note Guarantee shall also be reinstated);	
 
 	(vi)	Investment Grade Status of the Notes is achieved provided that such member of the Group shall accede to this Agreement as a Guarantor in accordance with Clause 29.4 ( Additional Guarantors ) upon the Reversion Date; or	
 
 	(vii)	Super Majority Lenders have consented to the resignation of that Obligor.	
 
(c)	The Agent shall accept a Resignation Letter and notify the Parent and the other Finance Parties of its acceptance if the conditions set out in paragraph (c) have been satisfied and:	
 
 	(i)	in the case of the resignation of a Borrower:	
 
 	(A)	the Parent has confirmed that no Event of Default is continuing or would result from the acceptance of the Resignation Letter;	
 
 	(B)	no amounts utilised by it as a Borrower remain outstanding under this Agreement (or will be outstanding at the time of resignation); and	
 
 	(C)	it is under no actual or contingent obligations as a Borrower under this Agreement (for the avoidance of doubt, excluding any general obligation to comply with the terms of this Agreement); or	
 
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 	(ii)	in the case of the resignation of a Guarantor:	
 
 	(A)	that Guarantor is not a Borrower (unless it will also cease to be a Borrower at or prior to the time at which its resignation as a Guarantor becomes effective);	
 
 	(B)	the Parent has confirmed that no Event of Default is continuing or would result from the acceptance of the Resignation Letter; and	
 
 	(C)	no payment is due and payable from that Guarantor under Clause 23.1 ( Guarantee and Indemnity ); or	
 
 	(iii)	where the relevant Obligor is resigning as both a Borrower and a Guarantor, each of the conditions set out in this paragraph (c) are satisfied.	
 
(d)	Subject to paragraph (e) below, upon notification by the Agent to the Parent of its acceptance of the resignation of a Borrower or a Guarantor, that entity shall cease to be a Borrower or a Guarantor (as applicable) and shall have no further rights or obligations under the Finance Documents as a Borrower or a Guarantor (as applicable).	
 
(e)	The resignation of an Obligor shall not be effective until the date of or until the confirmation of the Parent referred to in paragraph (c)(i)(A) or (c)(ii)(A) above is received, at which time that entity shall cease to be an Obligor and shall have no further rights or obligations under the Finance Documents as an Obligor.	
 
29.4	Additional Guarantors	
 
(a)	Subject to compliance with the provisions of paragraph 5 of Schedule 14 ( Information Undertakings ), the Parent may request that any of its Subsidiaries become a Guarantor.	
 
(b)	A member of the Group shall become a Guarantor if, subject to the Agreed Security Principles:	
 
 	(i)	In the case of a member of the Group which would be a FATCA FFI or US Tax Obligor if it became an Additional Guarantor, all the Finance Parties approve the addition of that Subsidiary;	
 
 	(ii)	the Parent delivers to the Agent a duly completed and executed Accession Deed; and	
 
 	(iii)	the Agent has received (or waived the requirement to receive) all of the documents and other evidence listed in Part 2 of Schedule 2 ( Conditions Precedent ) in relation to that Additional Guarantor, each in form and substance satisfactory to the Agent (acting reasonably).	
 
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(c)	The Agent shall in connection with any accession of a Guarantor under this Clause 29.4:	
 
 	(i)	use reasonable endeavours to agree and/or confirm satisfaction of the documents and evidence to be received by it pursuant to Part 2 of Schedule 2 ( Conditions Precedent ) within any time period reasonably requested by the Parent (or in the absence of such request, promptly); and	
 
 	(ii)	notify the Parent and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it (acting reasonably)) all the documents and other evidence listed in Part 2 of Schedule 2 ( Conditions Precedent ).	
 
(d)	The Agent may agree with the Parent that the requirements under paragraph (b)(ii) above are to be delivered and/or satisfied at a date later than the date on which the relevant entity becomes an Additional Guarantor.	
 
29.5	Compulsory resignation of FATCA FFIs and US Tax Obligors	
If so directed by the Agent (acting on the instructions of the Majority Lenders, the Parent shall procure that any Obligor which is a FATCA FFI or a US Tax Obligor shall resign as a Borrower or a Guarantor (as the case may be) prior to the earliest FATCA Application Date relating to any payment by that Obligor (or any payment by the Agent which relates to a payment by that Obligor). For the purposes of paragraph (b)(vii) of Clause 29.3 ( Resignation of an Obligor ) each Lender consents to the resignation of an Obligor required pursuant to this Clause 29.5.
 
30.	ROLE OF THE AGENT, THE ARRANGERS, THE ISSUING BANK AND OTHERS	
 
30.1	Appointment of the Agent	
 
(a)	Each of the Arrangers, the Lenders and the Issuing Bank appoints the Agent to act as its agent under and in connection with the Finance Documents.	
 
(b)	The Agent is hereby authorized to delegate all operational matters relating to the administration of Utilisations made in MEX$ and USD (but excluding for the avoidance of doubt any of the matters set out in Clause 39 ( Amendment and Waivers )) to the Mexican Agent.	
 
(c)	Each of the Arrangers, the Lenders and the Issuing Bank authorises the Agent (and the Mexican Agent) to exercise the rights, powers, authorities and discretions specifically given to the Agent (and rights, powers under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.	
 
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30.2	Duties of the Agent	
 
(a)	Subject to paragraph (b) below, the Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.	
 
(b)	Without prejudice to Clause 28.13 ( Maintenance of Register and provision of Assignment Agreements, Transfer Certificates, Increase Confirmations and Issuing Bank Accession Agreement ) and paragraph (e) of Clause 7.4 ( Cash collateral by Non-Acceptable L/C Lender ), paragraph (a) above shall not apply to any Transfer Certificate or any Assignment Agreement or any Increase Confirmation.	
 
(c)	Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.	
 
(d)	If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.	
 
(e)	If the Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Agent, the Arrangers or the Security Agent) under this Agreement it shall promptly notify the other Finance Parties.	
 
(f)	The Agent shall provide to the Parent within eight (8) Business Days of a request by the Parent (acting reasonably), a list (which may be in electronic form) setting out the names of the Lenders as at the date of that request, their respective Commitments, the address and fax number (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed by the Agent to that Lender under the Finance Documents.	
 
(g)	The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.	
 
(h)	Upon the Agent becoming an Impaired Agent each Lender shall be given a copy of the list of Lenders by the Borrower.	
 
30.3	Role of the Arrangers	
Except as specifically provided in the Finance Documents, the Arrangers have no obligations of any kind to any other Party under or in connection with any Finance Document.
 
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30.4	No fiduciary duties	
 
(a)	Nothing in this Agreement constitutes the Agent, the Arrangers and/or any Issuing Bank as a trustee or fiduciary of any other person.	
 
(b)	None of the Agent, the Security Agent, the Arrangers, any Issuing Bank or any Ancillary Lender shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.	
 
30.5	Business with the Group	
The Agent, the Security Agent, the Arrangers, each Issuing Bank and each Ancillary Lender may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group.
 
30.6	Rights and discretions	
 
(a)	The Agent and each Issuing Bank may rely on:	
 
 	(i)	any representation, notice or document (including, without limitation, any notice given by a Lender pursuant to paragraph (b) or paragraph (c) of Clause 39.7 ( Restrictions on Debt Purchase Transactions ) believed by it to be genuine, correct and appropriately authorised; and	
 
 	(ii)	any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.	
 
(b)	The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:	
 
 	(i)	no Default has occurred;	
 
 	(ii)	any right, power, authority or discretion vested in any Party or each group of Lenders has not been exercised;	
 
 	(iii)	any notice or request made by the Parent (other than a Utilisation Request) is made on behalf of and with the consent and knowledge of all the Obligors; and	
 
(c)	The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.	
 
(d)	The Agent may act in relation to the Finance Documents through its personnel and agents.	
 
(e)	The Agent may disclose to any other Party any information it reasonably believes it has received as agent under this Agreement.	
 
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(f)	Without prejudice to the generality of paragraph (e) above, the Agent may disclose the identity of an Increased Costs Lender, a Non-Consenting Lender and/or a Non-Funding Lender to the other Finance Parties and the Parent and shall disclose the same upon the written request of the Parent or the Majority Lenders.	
 
(g)	Notwithstanding any other provision of any Finance Document to the contrary, none of the Agent, the Arrangers or any Issuing Bank are obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.	
 
(h)	The Agent is not obliged to disclose to any Finance Party any details of the rate notified to the Agent by any Lender for the purpose of paragraph (a)(ii) of Clause 16.2 ( Market disruption ).	
 
30.7	Majority Lenders’ instructions	
 
(a)	Unless a contrary indication appears in a Finance Document, the Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders.	
 
(b)	Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties other than the Security Agent.	
 
(c)	The Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders or relevant class or number of Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated VAT) which it may incur in complying with the instructions.	
 
(d)	In the absence of instructions from the Majority Lenders (or, if appropriate, the Lenders or relevant class or number of Lenders), the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.	
 
(e)	The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (e) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Transaction Security Documents or enforcement of the Transaction Security or Transaction Security Documents.	
 
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30.8	Responsibility for documentation	
None of the Agent, the Arrangers, any Issuing Bank or any Ancillary Lender:
 
 	(a)	is responsible for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Agent, the Arrangers, an Issuing Bank, an Ancillary Lender, an Obligor or any other person given in or in connection with any Finance Document or the transactions contemplated in the Finance Documents;	
 
 	(b)	is responsible for the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or the Transaction Security or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Finance Document or the Transaction Security; or	
 
 	(c)	is responsible for any determination as to whether any information provided or to be provided to any Finance Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.	
 
30.9	Exclusion of liability	
 
(a)	Without limiting paragraph (b) below (and without prejudice to the provisions of paragraph (e) of Clause 33.11 ( Disruption to Payment Systems etc. )), none of the Agent, any Issuing Bank, or any Ancillary Lender will be liable (including, without limitation, for negligence or any other category of liability whatsoever) for any action taken by it under or in connection with any Finance Document or the Transaction Security, unless directly caused by its gross negligence or wilful misconduct or breach of the Finance Documents.	
 
(b)	No Party (other than the Agent, an Issuing Bank or an Ancillary Lender (as applicable)) may take any proceedings against any officer, employee or agent of the Agent, the Issuing Bank or an Ancillary Lender, in respect of any claim it might have against the Agent, an Issuing Bank or an Ancillary Lender or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document or any Transaction Document and any officer, employee or agent of the Agent, an Issuing Bank or any Ancillary Lender may rely on this Clause 30.9 ( Exclusion of liability ) subject to Clause 1.6 ( Third party rights ) and the provisions of the Third Parties Act.	
 
(c)	The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose.	
 
(d)	Nothing in this Agreement shall oblige the Agent or the Arrangers to carry out any “know your customer” or other checks in relation to any person on behalf of any Lender and each Lender confirms to the Agent and the Arrangers that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Agent or the Arrangers.	
 
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30.10	Lenders’ indemnity to the Agent and the Mexican Agent	
Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent and the Mexican Agent, within three (3) Business Days of demand, against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent or the Mexican Agent (otherwise than by reason of the Agent’s (or Mexican Agent’s) gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 33.11 ( Disruption to Payment Systems etc. )) notwithstanding the Agent’s (or Mexican Agent’s) negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent (or Mexican Agent) in acting as Agent (or Mexican Agent) under the Finance Documents (unless the Agent (or Mexican Agent) has been reimbursed by an Obligor pursuant to a Finance Document).
 
30.11	Resignation of the Agent	
 
(a)	The Agent may resign and appoint one of its Affiliates acting through an office in Spain, Mexico or the United Kingdom as successor by giving notice to the Lenders and the Parent.	
 
(b)	Alternatively the Agent may resign by giving 30 days notice to the Lenders and the Parent, in which case the Majority Lenders (after consultation with the Parent) may appoint a successor Agent (acting through an office in Spain, Mexico or the United Kingdom).	
 
(c)	If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 20 days after notice of resignation was given, the retiring Agent (after consultation with the Parent) may appoint a successor Agent (acting through an office in Spain, Mexico or the United Kingdom).	
 
(d)	The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.	
 
(e)	The Agent’s resignation notice shall only take effect upon the appointment of a successor.	
 
(f)	Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 30. Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.	
 
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(g)	After consultation with the Parent, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with paragraph (b) above. In this event, the Agent shall resign in accordance with paragraph (b) above.	
 
(h)	The Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Agent pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Agent under the Finance Documents, either:	
 
 	(i)	the Agent fails to respond to a request under Clause 18.9 ( FATCA information ) and the Parent or a Lender reasonably believes that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;	
 
 	(ii)	the information supplied by the Agent pursuant to Clause 18.9 ( FATCA information ) indicates that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or	
 
 	(iii)	the Agent notifies the Lenders and the Parent that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date,	
and (in each case) the Parent or a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Agent were a FATCA Exempt Party, and the Majority Lenders, by notice to the Agent, require it to resign.
 
30.12	Replacement of the Agent	
 
(a)	After consultation with the Parent, the Majority Lenders may, by giving 30 days’ notice to the Agent (or, at any time the Agent is an Impaired Agent, by giving any shorter notice determined by the Majority Lenders) replace the Agent by appointing a successor Agent (acting through an office in Spain, Mexico or the United Kingdom).	
 
(b)	The retiring Agent shall (at its own cost if it is an Impaired Agent and otherwise at the expense of the Lenders) make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.	
 
(c)	The appointment of the successor Agent shall take effect on the date specified in the notice from the Majority Lenders to the retiring Agent. As from this date, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 30 (and any agency fees for the account of the retiring Agent shall cease to accrue from (and shall be payable on) that date).	
 
(d)	Any successor Agent and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.	
 
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30.13	Resignation of the Issuing Bank	
 
(a)	The Issuing Bank may resign and appoint one of its Affiliates acting through an office in Spain, Mexico or the United Kingdom as successor by giving notice to the Lenders and the Parent.	
 
(b)	Alternatively the Issuing Bank may resign by giving 30 days notice to the Lenders and the Parent, in which case the Majority Lenders (after consultation with the Parent) may appoint a successor Issuing Bank. The Issuing Bank’s resignation notice shall take effect immediately upon the expiry of such 30 day notice period unless a successor Issuing Bank has not been appointed in which case such notice shall be ineffective until a successor Issuing Bank has been appointed.	
 
(c)	If the Majority Lenders have not appointed a successor Issuing Bank in accordance with paragraph (b) above within 20 days after notice of resignation was given, the retiring Issuing Bank (after consultation with the Parent) may (but shall have no obligation to) appoint a successor Issuing Bank (acting through an office in Spain, Mexico or the United Kingdom).	
 
(d)	The retiring Issuing Bank shall make available to any successor Issuing Bank such documents and records and provide such assistance as the successor Issuing Bank may reasonably request for the purposes of performing its functions as Issuing Bank under the Finance Documents.	
 
(e)	Upon the resignation of the Issuing Bank having become effective in accordance with paragraph (b) above, the retiring Issuing Bank shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 30.	
 
(f)	Any successor Issuing Bank and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor Issuing Bank had been an original Party.	
 
30.14	Confidentiality	
 
(a)	In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.	
 
(b)	If information is received by another division or department of the Agent, it may be treated as confidential to that division or department and the Agent shall not be deemed to have notice of it.	
 
(c)	Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arrangers are obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would or might in its reasonable opinion constitute a breach of any law or a breach of a fiduciary duty.	
 
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30.15	Relationship with the Lenders	
 
(a)	Subject to Clause 28.14 ( Pro rata interest settlement ), the Agent may treat the person shown in its records as Lender at the opening of business (in the place of the Agent’s principal office as notified to the Finance Parties from time to time) as the Lender acting through its Facility Office:	
 
 	(i)	entitled to or liable for any payment due under any Finance Document on that day; and	
 
 	(ii)	entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered on that day,	
unless it has received not less than five (5) Business Days’ prior notice from that Lender to the contrary in accordance with the terms of this Agreement.
 
(b)	Each Lender shall supply the Agent with any information required by the Agent in order to calculate the Mandatory Cost in accordance with Schedule 4 ( Mandatory Cost Formula ).	
 
(c)	Each Lender shall supply the Agent with any information that the Security Agent may reasonably specify (through the Agent) as being necessary or desirable to enable the Security Agent to perform its functions as Security Agent. Each Lender shall deal with the Security Agent exclusively through the Agent and shall not deal directly with the Security Agent.	
 
30.16	Credit appraisal by the Lenders, Issuing Bank and Ancillary Lenders	
Without affecting the responsibility of any Obligor for information supplied by it or on its behalf in connection with any Finance Document, each Lender, each Issuing Bank and Ancillary Lender confirms to the Agent, the Arrangers, each Issuing Bank and each Ancillary Lender that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to:
 
 	(a)	the financial condition, status and nature of each member of the Group;	
 
 	(b)	the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and the Transaction Security and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document or the Transaction Security;	
 
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 	(c)	whether that Finance Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the Transaction Security, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;	
 
 	(d)	the adequacy, accuracy and/or completeness of any information provided by the Agent, any Party or by any other person under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and	
 
 	(e)	the right or title of any person in or to, or the value or sufficiency of any part of the Charged Property, the priority of any of the Transaction Security or the existence of any Security affecting the Charged Property.	
 
30.17	Base Reference Banks	
If a Base Reference Bank (or, if a Base Reference Bank is not a Lender, the Lender of which it is an Affiliate) ceases to be a Lender, the Agent shall (in consultation with the Parent) appoint another Lender or an Affiliate of a Lender to replace that Base Reference Bank.
 
30.18	Deduction from amounts payable by the Agent	
If any Party owes an amount to the Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.
 
30.19	Reliance and engagement letters	
Each Finance Party confirms that each of the Arrangers and the Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters, certificates or reports already accepted by the Arrangers or Agent) the terms of any reliance hold harmless, letter or engagement or similar letters relating to any reports, certificates or letters provided by accountants, auditors or other persons in connection with the Finance Documents or the transactions contemplated in the Finance Documents and to bind it in respect of reports, certificates or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.
 
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31.	CONDUCT OF BUSINESS BY THE FINANCE PARTIES	
No provision of this Agreement will:
 
 	(a)	interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;	
 
 	(b)	oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or	
 
 	(c)	oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.	
 
32.	SHARING AMONG THE LENDERS	
 
32.1	Payments to Finance Parties	
 
(a)	Subject to paragraph (b) below, if a Finance Party (a “ Recovering Finance Party ”) receives or recovers any amount from an Obligor other than in accordance with Clause 33 ( Payment Mechanics ) (a “ Recovered Amount ”) and applies that amount to a payment due under the Finance Documents then:	
 
 	(i)	the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery, to the Agent;	
 
 	(ii)	the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 33 ( Payment Mechanics ), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and	
 
 	(iii)	the Recovering Finance Party shall, within three Business Days of demand by the Agent, pay to the Agent an amount (the “ Sharing Payment ”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 33.6 ( Partial payments ).	
 
(b)	Paragraph (a) above shall not apply to any amount received or recovered by an Issuing Bank or an Ancillary Lender in respect of any cash cover provided for the benefit of that Issuing Bank or that Ancillary Lender.	
 
32.2	Redistribution of payments	
The Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it between the Finance Parties (other than the Recovering Finance Party) (the “ Sharing Finance Parties ”) in accordance with Clause 33.6 ( Partial payments ) towards the obligations of that Obligor to the Sharing Finance Parties.
 
32.3	Recovering Finance Party’s rights	
On a distribution by the Agent under Clause 32.2 ( Redistribution of payments ) of a payment received by a Recovering Finance Party from an Obligor, as between the
 
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relevant Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Obligor unless and to the extent such treatment would otherwise be prohibited by any limitation set out in Clause 23 ( Guarantee and Indemnity ).
 
32.4	Reversal of redistribution	
If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:
 
 	(a)	each Sharing Finance Party shall, upon request of the Agent, pay to the Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay) (the “ Redistributed Amount ”); and	
 
 	(b)	as between the relevant Obligor and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by that Obligor, unless and to the extent such treatment would otherwise be prohibited by any limitation set out in Clause 23 ( Guarantee and Indemnity ).	
 
32.5	Exceptions	
 
(a)	This Clause 32 shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the relevant Obligor.	
 
(b)	A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:	
 
 	(i)	it notified the other Finance Party of the legal or arbitration proceedings; and	
 
 	(ii)	the other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.	
 
32.6	Ancillary Lenders	
 
(a)	This Clause 32 shall not apply to any receipt or recovery by a Lender in its capacity as an Ancillary Lender at any time prior to service of notice under Clause 27.2 ( Acceleration ). Following service of notice under Clause 27.2 ( Acceleration ), this Clause 32 shall apply to all receipts or recoveries by Ancillary Lenders except to the extent that the receipt or recovery represents a reduction from the Designated Gross Amount for an Ancillary Facility to its Designated Net Amount.	
 
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33.	PAYMENT MECHANICS	
 
33.1	Payments to the Agent	
 
(a)	On each date on which an Obligor or a Lender is required to make a payment under a Finance Document excluding a payment under the terms of an Ancillary Document, that Obligor or Lender shall make the same available to the Agent (save with respect to any Utilisations in USD or MEX$ in which case payment shall be made (if so appointed pursuant to Clause 30.1 ( Appointment of the Agent )) to the Mexican Agent) (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Agent (or Mexican Agent as applicable) as being customary at the time for settlement of transactions in the relevant currency in the place of payment.	
 
(b)	Payment shall be made to such account in the principal financial centre of the country of that currency (or, in relation to Euro, in a principal financial centre in a Participating Member State or London) with such bank as the Agent (or Mexican Agent as applicable) specifies by not less than five (5) Business Days’ notice.	
 
(c)	References in this Clause 33 to the Agent shall include (with respect to any Utilisations in USD or MEX$ and if so appointed pursuant to Clause 30.1 ( Appointment of the Agent )) the Mexican Agent (as applicable)	
 
33.2	Distributions by the Agent	
Each payment received by the Agent under the Finance Documents for another Party shall, subject to Clause 33.3 ( Distributions to an Obligor ) and Clause 33.4 ( Clawback ) be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Agent by not less than five (5) Business Days’ notice with a bank in the principal financial centre of the country of that currency (or, in relation to Euro, in the principal financial centre of a Participating Member State or London).
 
33.3	Distributions to an Obligor	
The Agent may (with the consent of the Obligor or in accordance with Clause 34 ( Set-Off )) apply any amount received by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.
 
33.4	Clawback	
 
(a)	Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.	
 
(b)	If the Agent pays an amount to another Party and it proves to be the case that the Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.	
 
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33.5	Impaired Agent	
 
(a)	If, at any time, the Agent becomes an Impaired Agent, an Obligor or a Lender which is required to make a payment under the Finance Documents to the Agent in accordance with Clause 33.1 ( Payments to the Agent ) may instead either pay that amount direct to the required recipient or pay that amount to an interest-bearing account held with an Acceptable Bank within the meaning of paragraph (a) of the definition of “Acceptable Bank” and in relation to which no Insolvency Event has occurred and is continuing, in the name of the Obligor or the Lender making the payment and designated as a trust account for the benefit of the Party or Parties beneficially entitled to that payment under the Finance Documents. In each case such payments must be made on the due date for payment under the Finance Documents.	
 
(b)	All interest accrued on the amount standing to the credit of the trust account shall be for the benefit of the beneficiaries of that trust account pro rata to their respective entitlements.	
 
(c)	A Party which has made a payment in accordance with this Clause 33.5 shall be discharged of the relevant payment obligation under the Finance Documents and shall not take any credit risk with respect to the amounts standing to the credit of the trust account.	
 
(d)	Promptly upon the appointment of a successor Agent in accordance with Clause 30.12 ( Replacement of the Agent ), each Party which has made a payment to a trust account in accordance with this Clause 33.5 shall give all requisite instructions to the bank with whom the trust account is held to transfer the amount (together with any accrued interest) to the successor Agent for distribution in accordance with Clause 33.2 ( Distributions by the Agent ).	
 
33.6	Partial payments	
 
(a)	If the Agent receives a payment for application against amounts due in respect of any Finance Documents that is insufficient to discharge all the amounts then due and payable by an Obligor under those Finance Documents, the Agent shall apply that payment towards the obligations of that Obligor under those Finance Documents in the following order:	
 
 	(i)	first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent, the Arrangers, the Issuing Bank and the Security Agent under those Finance Documents;	
 
 	(ii)	secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under those Finance Documents;	
 
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 	(iii)	thirdly, in or towards payment pro rata of any principal due but unpaid under those Finance Documents and any amount due but unpaid under Clause 7.2 ( Claims under a Letter of Credit ) and Clause 7.3 ( Indemnities ); and	
 
 	(iv)	fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.	
 
(b)	The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (ii) to (iv) above.	
 
(c)	paragraphs (a) and (b) above will override any appropriation made by an Obligor.	
 
33.7	Set-off by Obligors	
All payments to be made by an Obligor under the Finance Documents shall be calculated and be made, save to the extent contemplated in Clause 10.1 ( Repayment of Loans ) and Clause 18.4 ( Tax Credit ), without (and free and clear of any deduction for) set-off or counterclaim.
 
33.8	Business Days	
 
(a)	Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar Month (if there is one) or the preceding Business Day (if there is not).	
 
(b)	During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.	
 
33.9	Currency of account	
 
(a)	Subject to paragraphs (b) to (e) below, the Base Currency is the currency of account and payment for any sum due from an Obligor under any Finance Document.	
 
(b)	A repayment of a Utilisation or Unpaid Sum or a part of a Utilisation or Unpaid Sum shall be made in the currency in which that Utilisation or Unpaid Sum is denominated on its due date.	
 
(c)	Each payment of interest shall be made in the currency in which the sum in respect of which the interest is payable was denominated when that interest accrued.	
 
(d)	Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred (unless otherwise agreed with the Party to which such payment is to be made).	
 
(e)	Any amount expressed to be payable in a currency other than the Base Currency shall be paid in that other currency.	
 
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33.10	Change of currency	
 
(a)	Unless otherwise prohibited by law, if a single currency or currency unit becomes the lawful currency of two or more countries or if a single currency or currency unit ceases to be the lawful currency of one or more country or if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:	
 
 	(i)	any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country (or, as the case may be, the relevant single currency) shall be translated into, or paid in, the currency or currency units of that country designated by the Agent (after consultation with the Parent and acting reasonably); and	
 
 	(ii)	any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank or as otherwise imposed by law for the conversion of that currency or currency unit into the other, rounded up or down by the Agent (acting reasonably), or at such other rate as may be agreed by the Parent and the Agent (each acting reasonably, in good faith and in accordance with the provisions of sub-paragraph (i) above).	
 
(b)	Without prejudice to paragraph (a) above, if a change in any currency of any relevant country occurs (or if a single currency or currency unit ceases to be the lawful currency of one or more country) after the date of this Agreement, the Finance Documents will be amended to the extent to which the Agent, acting reasonably and in good faith and after consultation with the Parent, determines to be necessary to satisfy the requirements of, and reflect the matters contemplated by, paragraph (a) above, to reflect the change in currency or any generally accepted financial conventions and market practice in the Relevant Interbank Market relating to dealing in any new currency. Any such changes agreed upon in writing by the Agent and the Parent shall be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 ( Amendments and Waivers ).	
 
33.11	Disruption to Payment Systems etc.	
If either the Agent determines (in its discretion) that a Disruption Event has occurred or the Agent is notified by the Parent that a Disruption Event has occurred:
 
 	(a)	the Agent may, and shall if requested to do so by the Parent, consult with the Parent with a view to agreeing with the Parent such changes to the operation or administration of the Revolving Facility as the Agent may deem necessary in the circumstances;	
 
 	(b)	the Agent shall not be obliged to consult with the Parent in relation to any changes mentioned in paragraph (a) if, in its opinion (acting reasonably), it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;	
 
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 	(c)	the Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;	
 
 	(d)	any such changes agreed upon by the Agent and the Parent shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 39 ( Amendments and Waivers );	
 
 	(e)	the Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 33.11; and	
 
 	(f)	the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.	
 
34.	SET-OFF	
 
(a)	Provided an Event of Default has occurred and is continuing, a Finance Party may set-off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.	
 
(b)	Any credit balances taken into account by an Ancillary Lender when operating a net limit in respect of any overdraft under an Ancillary Facility shall on enforcement of the Finance Documents be applied first in reduction of the overdraft provided under that Ancillary Facility in accordance with its terms.	
 
35.	NOTICES	
 
35.1	Communications in writing	
Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or letter.
 
35.2	Addresses	
The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is:
 
 	(a)	in the case of the Parent, that identified with its name below;	
 
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 	(b)	in the case of each Lender, each Issuing Bank, each Ancillary Lender or any other Obligor, that notified in writing to the Agent on or prior to the date on which it becomes a Party; and	
 
 	(c)	in the case of the Agent or the Security Agent, that identified with its name below,	
or any substitute address, fax number or department or officer as the Party may notify to the Agent (or the Agent may notify to the other Parties, if a change is made by the Agent) by not less than five (5) Business Days’ notice.
 
35.3	Delivery	
 
(a)	Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:	
 
 	(i)	if by way of fax, when received in legible form; or	
 
 	(ii)	if by way of letter, when it has been left at the relevant address or five (5) Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address,	
and, if a particular department or officer is specified as part of its address details provided under Clause 35.2 ( Addresses ), if addressed to that department or officer.
 
(b)	Any communication or document to be made or delivered to the Agent or the Security Agent will be effective only when actually received by the Agent or Security Agent and then only if it is expressly marked for the attention of the department or officer identified with the Agent’s or Security Agent’s signature below (or any substitute department or officer as the Agent or Security Agent shall specify for this purpose).	
 
(c)	All notices from or to an Obligor shall be sent through the Agent. The Parent may make and/or deliver as agent of each Obligor notices and/or requests on behalf of each Obligor.	
 
(d)	Any communication or document made or delivered to the Parent in accordance with this Clause 35.3 will be deemed to have been made or delivered to each of the Obligors.	
 
(e)	Any communication or document which becomes effective in accordance with paragraphs (a) to (d) above after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day.	
 
35.4	Notification of address and fax number	
Promptly upon receipt of notification of an address or fax number or change of address or fax number pursuant to Clause 35.2 ( Addresses ) or changing its own address or fax number, the Agent shall notify the other Parties.
 
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35.5	Communication when Agent is Impaired Agent	
If the Agent is an Impaired Agent the Parties may, instead of communicating with each other through the Agent, communicate with each other directly and (while the Agent is an Impaired Agent) all the provisions of the Finance Documents which require communications to be made or notices to be given to or by the Agent shall be varied so that communications may be made and notices given to or by the relevant Parties directly. This provision shall not operate after a replacement Agent has been appointed.
 
35.6	Electronic communication	
 
(a)	Any communication to be made between the Agent or the Security Agent and a Lender or an Obligor under or in connection with the Finance Documents may be made by electronic mail or other electronic means, if the Agent, the Security Agent, the relevant Lender and the relevant Obligor (as applicable):	
 
 	(i)	agree that, unless and until notified to the contrary, this is to be an accepted form of communication (with such agreement to be deemed given by each person which is a Party at the date of this Agreement);	
 
 	(ii)	notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and	
 
 	(iii)	notify each other of any change to their address or any other such information supplied by them.	
 
(b)	Any electronic communication made between the Parties will be effective only when actually received in readable form and in the case of any electronic communication made by a Party to the Agent or the Security Agent only if it is addressed in such a manner as the Agent or, as the case may be, the Security Agent shall specify for this purpose.	
 
(c)	Any electronic communication which becomes effective in accordance with paragraphs (a) to (b) above after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day.	
 
35.7	Use of websites	
 
(a)	The Parent may satisfy its obligation under this Agreement to deliver any information in relation to those Lenders (the “ Website Lenders ”) who accept this method of communication (and each Lender shall be deemed to accept this method of communication unless it has expressly notified the Agent to the contrary) by posting (either directly or by way of another Finance Party posting) this information onto an electronic website designated by the Parent and the Agent (the “ Designated Website ”) if:	
 
 	(i)	the Agent expressly agrees that it will accept communication of the information by this method;	
 
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 	(ii)	both the Parent and the Agent are aware of the address of and any relevant password specifications for the Designated Website; and	
 
 	(iii)	the information is in a format previously agreed between the Parent and the Agent.	
If any Lender (a “ Paper Form Lender ”) does not agree to the delivery of information electronically then the Agent shall notify the Parent accordingly and the Parent shall at its own cost supply the information to the Agent (in sufficient copies for each Paper Form Lender) in paper form. In any event, if requested by the Agent, the Parent shall at its own cost supply the Agent with at least one copy in paper form of any information required to be provided by it.
 
(b)	The Agent shall supply each Website Lender with the address of and any relevant password specifications for the Designated Website following designation of that website by the Parent and the Agent.	
 
(c)	The Parent (or the Finance Party operating the Designated Website) shall promptly upon becoming aware of its occurrence notify the Agent (unless the Agent is operating the Designated Website) if:	
 
 	(i)	the Designated Website cannot be accessed due to technical failure;	
 
 	(ii)	the password specifications for the Designated Website change;	
 
 	(iii)	any new information which is required to be provided under this Agreement is posted onto the Designated Website;	
 
 	(iv)	any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or	
 
 	(v)	the Parent becomes aware that the Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software.	
If the Parent notifies the Agent under paragraph (c)(i) or paragraph (c)(v) above, all information to be provided by the Parent under this Agreement after the date of that notice shall be supplied in paper form unless and until the Agent and each Website Lender is satisfied that the circumstances giving rise to the notification are no longer continuing.
 
(d)	Any Website Lender may request, through the Agent, one paper copy of any information required to be provided under this Agreement which is posted onto the Designated Website. The Parent shall at its own cost comply with any such request within ten (10) Business Days of receiving written details from the Agent.	
 
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35.8	English language	
 
(a)	Any notice given under or in connection with any Finance Document must be in English.	
 
(b)	All other documents provided under or in connection with any Finance Document must be:	
 
 	(i)	in English; or	
 
 	(ii)	if not in English, and if so required by the Agent (acting reasonably), accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.	
 
36.	CALCULATIONS AND CERTIFICATES	
 
36.1	Accounts	
In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.
 
36.2	Certificates and determinations	
 
(a)	Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.	
 
(b)	Where any person gives a certificate on behalf of any parties to the Finance Documents pursuant to any provision thereof and such certificate proves to be incorrect, the individual shall incur no personal liability in consequence of such certificate being incorrect save where such individual acted fraudulently in giving such certificate (in which case any liability of such individual shall be determined in accordance with applicable law).	
 
36.3	Day count convention	
Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the Relevant Interbank Market differs, in accordance with that market practice.
 
36.4	Evidence of debt and executive proceedings in respect of Spanish Obligors	
 
(a)	The Parties agree that:	
 
 	(i)	this Agreement and any amendments hereto shall be raised to the status of a Spanish Public Document before a Spanish notary by each Obligor as soon as	
 
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 	possible and, in any event, within, respectively, ten (10) Business Days from the date of this Agreement, or ten (10) Business Days from the date of signing of the relevant amendment agreement (as applicable); and	
 
 	(ii)	any Accession Deed by means of which a Spanish Obligor accedes to this Agreement shall be raised to the status of a Spanish Public Document before a Spanish notary on the date of the accession of the relevant Spanish Obligor,	
so that they may have the status of a notarial document of loan for all purposes contemplated in Article 517, number 4 of the Spanish Civil Procedural Law (Law 1/2000 of 7th January) (“ Ley de Enjuiciamiento Civil ”) (the “ Civil Procedural Law ”).
 
(b)	Evidence of debt	
 
 	(i)	Upon enforcement, the sum payable by any Spanish Obligor shall be the total aggregate amount of the balance of the accounts maintained by the Agent (or the relevant Lender, as the case may be) following its accounting provisions pursuant to Clause 36.1 ( Accounts ). For the purposes of Articles 571 et seq. of the Civil Procedural Law, the Parties expressly agree that such balances shall be considered as due, liquid and payable and may be claimed pursuant to the same provisions of such law.	
 
 	(ii)	For the purpose of the provisions of Art. 571 et seq. of the Civil Procedural Law, it is expressly agreed by the Parties that the determination of the debt to be claimed through the executive proceedings shall be effected by the Agent (or the relevant Lender, as the case may be) by means of the appropriate certificate evidencing the balances shown in the relevant account(s) referred to in paragraph (i) above. By virtue of the foregoing, for any enforcement actions in Spain the submission of a “ copia autorizada ” or “ testimonio con carácter ejecutivo ” of the public deed by means of which this Agreement and the Accession Deed have been raised to the status of Spanish Public Document, will suffice, together with the certificate referred to in article 517.2.5 of the above Spanish Civil Procedural Law and the submission of another certificate issued by an authorised representative of the Agent (and/or the relevant Lender) establishing the due amount by the Spanish Obligors hereunder, in which the notary witnessing such certificate, at the Agent’s (and/or the relevant Lender’s) request, will certify that the said balance coincides with that set out in the Agent’s (and/or the relevant Lender’s) account and that the settlement of the due amount has been made in the manner agreed by the Parties in this Agreement.	
 
37.	PARTIAL INVALIDITY	
If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.
 
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38.	REMEDIES AND WAIVERS	
No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under the Finance Documents shall operate as a waiver of or constitute an election to affirm any Finance Document, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
 
39.	AMENDMENTS AND WAIVERS	
 
39.1	Intercreditor Agreement	
Subject to Clause 1.8 ( Intercreditor Agreement ), this Clause 39 is subject to the terms of the Intercreditor Agreement.
 
39.2	Required consents	
 
(a)	Subject to Clause 39.3 ( Exceptions ) any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and the Parent and any such amendment or waiver will be binding on all Parties.	
 
(b)	The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 39 and any amendment or waiver made or effected in accordance with the provisions of this Clause 39 or in accordance with any other term of this Agreement or any other Finance Documents shall, in each case, be binding on all Parties. In the event that any of the Finance Parties is not entitled to grant to the Agent the authority referred to in this Agreement it shall be obliged to appear with the Agent, upon the request of the Agent, to formalise any actions or measures that are required. By virtue of this Agreement, each of the Finance Parties shall be obliged to cooperate with the Agent, including to participate in the negotiation and execution of the documents, either in public or private, that may be required for the execution and effectiveness of the provisions contained in this Agreement	
 
(c)	Each Finance Party irrevocably and unconditionally authorises and instructs the Agent without any further consent, sanction, authority or further confirmation for them (for the benefit of the Agent and the Parent) to execute any documentation relating to a proposed amendment or waiver as soon as the requisite Lender consent is received (or on such later date as may be agreed by the Agent and Parent). Without prejudice to the foregoing, the Finance Parties shall enter into any documentation necessary to implement an amendment or waiver once that amendment or waiver has been approved by the requisite number of Lenders determined in accordance with this Clause 39.	
 
(d)	The Parent may effect, as agent of each Obligor, any amendment or waiver permitted by this Clause 39 and each Obligor agrees to any such amendment or waiver permitted by this Clause 39 which is agreed to by the Parent. This includes any amendment or waiver which would, but for this paragraph (c), require the consent of all of the Guarantors.	
 
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39.3	Exceptions	
Other than as provided in the following paragraphs of this Clause 39:
 
 	(a)	an amendment or waiver that has the effect of changing or which relates to:	
 
 	(i)	the definition of “Change of Control Prepayment Event”, “Majority Lenders” or “Super Majority Lenders”, in Clause 1.1 ( Definitions );	
 
 	(ii)	any provision which expressly requires the consent of all the Lenders;	
 
 	(iii)	Clause 2.3 ( Finance Parties’ rights and obligations );	
 
 	(iv)	Clause 28 ( Changes to the Lenders ) other than with respect to:	
 
 	(A)	a Structural Change; or	
 
 	(B)	a waiver of the minimum transfer and hold amounts provided for in paragraph (g) and (h) of Clause 28.2 ( Conditions of assignment or transfer ) or the transfer fees which are payable upon a transfer or assignment under Clause 28.3 ( Assignment or transfer fee ) which are agreed between the Agent and the Parent);	
 
 	(v)	this Clause 39;	
 
 	(vi)	Clause 32 ( Sharing among the Lenders );	
 
 	(vii)	any amendment (other than a Structural Change) to the order of priority or subordination under the Intercreditor Agreement,	
shall not be made without the prior consent of all the Lenders.
 
 	(b)	An amendment or waiver which relates to the recovery and application of proceeds under, or any waiver of prepayments required under, Clause 12 ( Mandatory Prepayment ) shall only require the consent of the Majority Lenders, provided that if any amount has become due and payable to a Lender under:	
 
 	(i)	Clause 11.1 ( Illegality ) as a consequence of any relevant obligations becoming unlawful; or	
 
 	(ii)	Clause 12.1 ( Exit ) as a consequence of the occurrence of a Change of Control Prepayment Event,	
the right of that Lender to that prepayment may only be waived with the consent of that Lender.
 
 	(c)	For the purposes of this Agreement, “ Structural Change ” means an amendment, waiver or variation of the terms of some or all of the Finance Documents that results in or is intended to result from or has the effect of changing or which relates to:	
 
 	(i)	the introduction of an additional Commitment, facility or tranche of the Revolving Facility (including by way of subdivision of an existing tranche or Facility), in each case, in any currency or currencies under this Agreement which ranks pari passu with, or junior to, to the Revolving Facility;	
 
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 	(ii)	any increase in, or addition to or extension of the Commitment of any Lender other than in accordance with Clause 2.2 ( Increase );	
 
 	(iii)	any extension of the Availability Period in respect of any Commitment of any Lender;	
 
 	(iv)	any redenomination into another currency of any Commitment of any Lender;	
 
 	(v)	a reduction in the Margin (other than in accordance with the definition of Margin) or a reduction in the amount of any payment of principal, interest, fees or commission or other amount owing or payable to a Lender under the Finance Documents;	
 
 	(vi)	any extension to the date of payment of any amount owing or payable to a Lender under the Finance Documents;	
 
 	(vii)	any amendment or change in the currency of any payment of principal, interest, fees, commission or other amount owing or payable to a Lender under the Finance Documents; or	
 
 	(viii)	any change (including changes to, the taking of or the release coupled with the retaking of Security and/or guarantees and changes to and/or additional intercreditor arrangements), consequential on, incidental to or required to implement or effect or reflect any of the adjustments referred to in paragraphs (i) to (vii) above (inclusive).	
 
 	(d)	A Structural Change shall not be made without the prior consent of:	
 
 	(i)	each Lender assuming a Commitment or an additional or increased Commitment in the relevant Loan, facility or tranche or whose Commitment is being extended or redenominated or to whom any amount is due and payable under the Finance Documents is being reduced, deferred or redenominated, as the case may be (the “ Participating Lender ”); and	
 
 	(ii)	the Majority Lenders (for which purpose the existing Commitments of each Participating Lender will be taken into account).	
 
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 	(e)	A proposed Structural Change which would have the effect of amending or altering the agreed priority and subordination provisions in the Intercreditor Agreement as between different classes of debt may not be made without the consent of all of the Lenders under the affected class of debt.	
 
 	(f)	An Event of Default or Default may be waived with the consent of the Majority Lenders. Any notice, demand, declaration or other step or action taken under or pursuant to Clause 27.2 ( Acceleration )) may be revoked with the consent of the Majority Lenders.	
 
 	(g)	Notwithstanding anything to the contrary in the Finance Documents, a Finance Party may unilaterally waive, relinquish or otherwise irrevocably give up all or any of its rights under any Finance Document with the consent of the Parent.	
 
 	(h)	No amendment or waiver of a term of any Fee Letter shall require the consent of any Finance Party other than the parties to such Finance Document.	
 
 	(i)	Subject to compliance with Clause 9.3 ( Terms of Ancillary Facilities ), no amendment or waiver of a term of any Ancillary Document shall require the consent of any Finance Party other than the relevant Ancillary Lender.	
 
 	(j)	Other than as expressly permitted by the provisions of this Agreement (including without limitation, this Clause 39) or any other Finance Document), an amendment or waiver that has the effect of changing or which relates:	
 
 	(i)	to the nature or scope of:	
 
 	(A)	the guarantee and indemnity granted under Clause 23 ( Guarantee and Indemnity );	
 
 	(B)	the Charged Property;	
 
 	(C)	the manner in which proceeds from the enforcement of Transaction Security are distributed; or	
 
 	(ii)	the release of all or substantially all of:	
 
 	(A)	any guarantee and indemnity under Clause 23 ( Guarantee and Indemnity ); or	
 
 	(B)	any Transaction Security,	
shall not be made without the prior consent of the Super Majority Lenders, in each case, unless:
 
 	(i)	that release is conditional upon or is to become effective on or following the prepayment and cancellation in full of all amounts due and owing under the Finance Documents;	
 
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 	(ii)	such release is required to effect or, implement (including in contemplation of) a disposal, a reorganisation or any other transaction permitted under the terms of this Agreement (including, in the case of such a disposal of shares in an Obligor, the release of not only any Transaction Security over those shares but also any guarantee or Transaction Security granted by that Obligor or any of its Subsidiaries), provided that if that disposal, reorganisation or other transaction is not immediately consummated, a new guarantee and new Transaction Security on the same terms as those released is immediately granted over the assets which were released from such Transaction Security;	
 
 	(iii)	such release is pursuant to a resignation of an Obligor which resigns as a Guarantor in accordance with the provisions of Clause 29.3 ( Resignation of an Obligor ); or	
 
 	(iv)	that release is required to effect or implement a Structural Change, disposal permitted under the terms of this Agreement an increase in the Revolving Facility pursuant to Clause 2.2 ( Increase ) (or otherwise permitted or contemplated by this Agreement) provided that, where applicable, any such release shall be without prejudice to any obligation under this Agreement to provide replacement Transaction Security),	
where no consent for that release shall be required, and in each case, on receipt of a certificate from a director (or equivalent) of the Parent confirming which of the conditions in (i) to (iii) above is satisfied in respect of that release and why, the Security Agent shall be authorised to release any such guarantees or Transaction Security constituted by the Transaction Security Documents and the Finance Parties shall execute any release documents required by the Parent.
 
 	(k)	Any term of the Finance Documents (other than any Ancillary Document) may be amended or waived by the Parent and the Agent (or, if applicable, the Security Agent) without the consent of any other Party if that amendment or waiver is:	
 
 	(i)	to cure defects or omissions, resolve ambiguities or inconsistencies or reflect changes of a minor, technical or administrative nature;	
 
 	(ii)	to make any amendments to any term or definition of Schedule 14 ( Information Undertakings ) to Schedule 17 ( New York Law Definitions ) to provide for any change to conform the provisions of these schedules to the terms of the Indenture as of the Closing Date;	
 
 	(iii)	to provide for the inclusion of a Material New Term; or	
 
 	(iv)	otherwise for the benefit of all or any of the Lenders.	
 
 	(l)	An amendment or waiver which relates to the rights or obligations of the Agent, an Arrangers, any Issuing Bank, the Security Agent or any Ancillary Lender (each in their capacity as such) may not be effected without the consent of the Agent, the relevant Arrangers, any Issuing Bank, the Security Agent, the relevant Ancillary Lender.	
 
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39.4	Non-Responding Lender (“Snooze you lose”)	
If any Lender fails to accept or reject a request for a consent, waiver or amendment of or in relation to any of the terms of any Finance Document or other vote of Lenders under the terms of this Agreement within ten (10) Business Days (unless the Parent and the Agent agree to a longer time period in relation to any request including where such longer time period may be agreed following the submission of such request) of that request being made (such Lender being a “ Non-Responding Lender ”), the Non-Responding Lender’s Commitment and/or participation shall not be included for the purpose of calculating the Total Commitments or participations under the Revolving Facility, and the Non-Responding Lender will not be treated as a Lender when ascertaining whether any relevant percentage (including, for the avoidance of doubt, unanimity) of Total Commitments, participations and/or the number of Lenders has been obtained to approve that request.
 
39.5	Replacement of Lender	
 
(a)	If at any time any Lender becomes:	
 
 	(i)	a Non-Consenting Lender;	
 
 	(ii)	a Non-Funding Lender; or	
 
 	(iii)	an Increased Costs Lender,	
then the Parent may, on not less than five (5) Business Days prior written notice to the Agent and such Lender:
 
 	(A)	replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 28 ( Changes to the Lenders ) all (and not part only) of its rights and obligations under this Agreement to one or more Lenders or other persons (each a “ Replacement Lender ”) selected by the Parent and (in the case of any transfer of a Commitment) which is in accordance with the provisions of paragraph (a) of Clause 28.12 ( Assignments and transfers – Issuing Bank Consent ), which confirms its (or their) willingness to assume and does assume the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest and/or Letter of Credit fees, Break Costs and other amounts payable in relation thereto under the Finance Documents in respect of such participation (the “ Replacement Amount ”);	
 
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 	(B)	prepay (or procure that another member of the Group prepays) all or any part of that Lender’s participation in the outstanding Utilisations and all accrued interest and/or Letter of Credit, Break Costs and other amounts payable in relation thereto under the Finance Documents in respect of such participation; and/or	
 
 	(C)	cancel all or any Commitments of that Lender.	
provided that, in each case, the Parent or any other member of the Group shall not be required to pay any prepayment fees or penalties (however described) payable under this Agreement or any other Finance Document.
 
(b)	Any notice delivered under paragraph (a) exercising any rights under (A) above shall be accompanied by a Transfer Certificate or Assignment Agreement (as the case may be) complying with Clause 28.5 ( Procedure for transfer ) or Clause 28.6 ( Procedure for assignment ) as the case may be, which Transfer Certificate or Assignment Agreement (as the case may be) shall be immediately executed by the relevant Non-Consenting Lender, Non-Funding Lender or, as the case may be, Increased Costs Lender and returned to the Parent.	
 
(c)	Notwithstanding the requirements of Clause 28 ( Changes to the Lenders ) or any other provisions of the Finance Documents, if a Lender does not execute and/or return a Transfer Certificate or Assignment Agreement (as the case may be) as required by paragraph (b) within two Business Days of delivery by the Parent, the relevant transfer or transfers shall automatically and immediately be effected for all purposes under the Finance Documents on payment of the Replacement Amount to the Agent (for the account of the relevant Lender) and the Agent may (and is authorised by each Finance Party to) execute, without requiring any further consent, sanction, authority or further confirmation from any other Party, a Transfer Certificate or Assignment Agreement on behalf of any relevant Non-Consenting Lender, Non-Funding Lender or, as the case may be, Increased Costs Lender which is required to transfer its rights and obligations or assign its rights under this Agreement pursuant to paragraph (a) above which shall be effective for the purposes of Clause 28.5 ( Procedure for transfer ) or Clause 28.2 ( Conditions of assignment or transfer ). The Agent shall not be liable in any way for any action taken by it pursuant to this paragraph or paragraph (b) above and, for the avoidance of doubt, the provisions of Clause 30.9 ( Exclusion of liability ) shall apply in relation thereto.	
 
(d)	Unless otherwise agreed by the Majority Lenders, the replacement or prepayment of a Lender pursuant to this Clause 39.5 shall be subject to the following conditions:	
 
 	(i)	the Parent shall have no right to replace the Agent (in such capacity) pursuant to paragraph (a) above;	
 
 	(ii)	the Parent may only exercise its replacement or prepayment rights pursuant to paragraph (a) above in respect of any relevant Lender within 90 days of becoming entitled to do so (or, if later, on or prior to the date 90 days after the date on which	
 
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 	the Parent receives notice in writing that such Lender has become a Non-Consenting Lender, a Non-Funding Lender or an Increased Costs Lender, as the case may be) on each occasion such Lender is a Non-Consenting Lender, a Non- Funding Lender or an Increased Costs Lender;	
 
 	(iii)	no Investor Affiliate may be prepaid as a Non-Consenting Lender or a Non- Funding Lender pursuant to paragraph (a) above; and	
 
 	(iv)	unless otherwise agreed by the Majority Lenders, that prepayment or purchase shall be funded directly or indirectly with New Shareholder Injections and/or the proceeds from any Permitted Debt.	
 
(e)	Neither the Agent nor the Lender shall have any obligation to the Parent to find a Replacement Lender for the purposes of paragraph (a) above.	
 
(f)	In no event shall a Lender being replaced pursuant to paragraph (a) above be required to pay or surrender to the relevant Replacement Lender (or any other person) any of the fees received by it pursuant to the Finance Documents.	
 
(g)	For the purposes of this Clause 39.5:	
 
 	(i)	“ Non-Consenting Lender ” means any Lender which does not agree to (or fails to accept or reject a request for) a consent to a departure from, or waiver or amendment of, any provision of the Finance Documents which has been requested by the Parent directly or through the Agent where the requested consent, waiver or amendment is one which requires either unanimous, Super Majority Lender or Majority Lender consent pursuant to this Agreement and has been approved by the Majority Lenders.	
 
 	(ii)	“ Non-Funding Lender ” means any Lender which:	
 
 	(A)	has refused or failed to participate in an Utilisation it is obliged to make under this Agreement; and/or	
 
 	(B)	has given notice to the Parent or the Agent that it will not make, or has disaffirmed or repudiated an obligation to participate in, any Utilisation it is obliged to make under this Agreement; and/or	
 
 	(C)	has otherwise rescinded or repudiated a Finance Document or any term of the Finance Documents; and/or	
 
 	(D)	is otherwise a Defaulting Lender; and	
 
 	(iii)	“ Increased Costs Lender ” means a Lender or an Issuing Bank to whom any Obligor becomes obligated to pay any Mandatory Costs or any amount pursuant to Clause 11.1 ( Illegality ), Clause 16.2 ( Market disruption ), Clause 18 ( Tax Gross Up and Indemnities ) or Clause 19 ( Increased Costs ).	
 
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39.6	Disenfranchisement of Defaulting Lenders	
 
(a)	For so long as a Defaulting Lender has any Available Commitment unless otherwise agreed by the Parent, in ascertaining the Majority Lenders, the Super Majority Lenders, all Lenders or any other class of Lenders (as applicable) or whether any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents:	
 
 	(i)	that Defaulting Lender’s Commitments will be reduced by the amount of its Available Commitments; and	
 
 	(ii)	that Defaulting Lender will not be treated as a Lender for the purposes of paragraph (a) of Clause 39.3 ( Exceptions ) if it has no participation in any outstanding Utilisations.	
 
(b)	For the purposes of this Clause 39.6, the Agent may assume that the following Lenders are Defaulting Lenders:	
 
 	(iii)	any Lender which has notified the Agent that it has become a Defaulting Lender;	
 
 	(iv)	any Lender in relation to which it is aware that any of the events or circumstances referred to in paragraphs (a), (b) or (c) of the definition of “Defaulting Lender” has occurred,	
unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.
 
39.7	Restriction on Debt Purchase Transactions	
 
(a)	For so long as an Investor Affiliate (i) beneficially owns a Commitment or (ii) has entered into a Sub-Participation relating to a Commitment or other agreement or arrangement having a substantially similar economic effect and such agreement or arrangement has not been terminated:	
 
 	(i)	in ascertaining the Majority Lenders, Super Majority Lenders or whether any given percentage (including, for the avoidance of doubt, unanimity) of the Total Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents such Commitment shall be deemed to be zero, save where the proposed amendment or waiver seeks to treat any Investor Affiliate (who is a Lender or a sub-participant of a Lender) differently from other Lenders); and	
 
 	(ii)	for the purposes of paragraph (i) above, such Investor Affiliate or the person with whom it has entered into such sub-participation, other agreement or arrangement shall be deemed not to be a Lender (unless in the case of a person not being an Investor Affiliate it is a Lender by virtue otherwise than by beneficially owning the relevant Commitment).	
 
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(b)	Each Lender shall, unless such Debt Purchase Transaction is an assignment or transfer, promptly notify the Agent in writing if it knowingly enters into a Debt Purchase Transaction with an Investor Affiliate (a “ Notifiable Debt Purchase Transaction ”), such notification to be substantially in the form set out in Part 1 of Schedule 18 ( Forms of Notifiable Debt Purchase Transaction Notice ).	
 
(c)	A Lender shall promptly notify the Agent if a Notifiable Debt Purchase Transaction to which it is a party:	
 
 	(i)	is terminated; or	
 
 	(ii)	ceases to be with an Investor Affiliate,	
such notification to be substantially in the form set out in Part 2 of Schedule 18 ( Forms of Notifiable Debt Purchase Transaction Notice ).
 
(d)	Each Investor Affiliate that is a Lender agrees that:	
 
 	(i)	in relation to any meeting or conference call to which all the Lenders are invited to attend or participate, it shall not attend or participate in the same if so requested by the Agent or, unless the Agent otherwise agrees, be entitled to receive the agenda or any minutes of the same; and	
 
 	(ii)	in its capacity as Lender, unless the Agent otherwise agrees, it shall not be entitled to receive any report or other document prepared at the behest of, or on the instructions of, the Agent or one or more of the Lenders.	
 
(e)	Nothing in this Clause 39.7 shall apply to a Dedicated Entity that is not a member of the Group.	
 
40.	CONFIDENTIALITY	
 
40.1	Confidential Information	
Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 40.2 ( Disclosure of Confidential Information ) and Clause 40.3 ( Disclosure to numbering service providers ), and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.
 
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40.2	Disclosure of Confidential Information	
Any Finance Party may disclose:
 
 	(a)	to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, partners, reinsurers and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;	
 
 	(b)	to any person:	
 
 	(i)	to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents and to any of that person’s Affiliates, Related Funds, Representatives and professional advisers provided that if the intended recipient is a person to whom the Finance Party would be required to obtain the consent of the Parent in order to transfer or assign a Commitment to such person, that Finance Party must obtain the prior written consent of the Parent prior to the making of such disclosure;	
 
 	(ii)	with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Obligors and to any of that person’s Affiliates, Related Funds, Representatives and professional advisers provided that if the intended recipient is a person to whom the Finance Party would be required to obtain the consent of the Parent in order to transfer or assign a Commitment to such person, that Finance Party must obtain the prior written consent of the Parent prior to the making of such disclosure;	
 
 	(iii)	appointed by any Finance Party or by a person to whom paragraph (b)(i) or (b)(ii) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf;	
 
 	(iv)	who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in paragraph (b)(i) or (b)(ii) above provided that if the intended recipient is a person to whom the Finance Party would be required to obtain the consent of the Parent in order to transfer or assign a Commitment to such person, that Finance Party must obtain the prior written consent of the Parent prior to the making of such disclosure;	
 
 	(v)	to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;	
 
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 	(vi)	to whom information is required by law to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes;	
 
 	(vii)	who is a Party;	
 
 	(viii)	with the consent of the Parent;	
in each case, such Confidential Information as that Finance Party shall (acting in good faith) consider appropriate provided that if:
 
 	(A)	in relation to paragraphs (b)(i), (b)(ii) and (b)(iii) above, the person to whom the Confidential Information is to be given has first entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;	
 
 	(B)	in relation to paragraph (b)(iv) above, the person to whom the Confidential Information is to be given has first entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information;	
 
 	(C)	in relation to paragraphs (b)(v), (b)(vi) and (b)(vii) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party (acting reasonably and in good faith), it is not practicable so to do in the circumstances;	
 
 	(ix)	to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 28.9 ( Security over Lenders’ rights );	
 
 	(c)	to any person appointed by that Finance Party or by a person to whom paragraph (i) or (ii) above applies to provide administration or settlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has	
 
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 	entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers amended to the extent necessary to ensure that it is addressed to, or capable of being relied upon by, the Parent without requiring its signature by virtue of reliance on the Third Parties Act and is not capable of being materially amended without the prior written consent of the Parent or such other form of confidentiality undertaking agreed between the Parent and the relevant Finance Party;	
 
 	(d)	to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Obligors if the rating agency to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information.	
 
40.3	Disclosure to numbering service providers	
 
(a)	Any Finance Party may disclose to any national or international numbering service provider appointed by that Finance Party to provide identification numbering services in respect of this Agreement, the Revolving Facility and/or one or more Obligors the following information:	
 
 	(i)	names of Obligors;	
 
 	(ii)	country of domicile of Obligors;	
 
 	(iii)	place of incorporation of Obligors;	
 
 	(iv)	date of this Agreement;	
 
 	(v)	the governing law of this Agreement;	
 
 	(vi)	the names of the Agent and the Arrangers;	
 
 	(vii)	date of each amendment and restatement of this Agreement;	
 
 	(viii)	amount of Total Commitments;	
 
 	(ix)	nature of the Revolving Facility;	
 
 	(x)	currencies of the Revolving Facility;	
 
 	(xi)	ranking of the Revolving Facility;	
 
 	(xii)	Termination Date for the Revolving Facility;	
 
 	(xiii)	changes to any of the information previously supplied pursuant to paragraphs (i) to (xii) above; and	
 
 	(xiv)	such other information agreed between such Finance Party and the Parent,	
 
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to enable such numbering service provider to provide its usual syndicated loan numbering identification services.
 
(b)	The Parties acknowledge and agree that each identification number assigned to this Agreement, the Revolving Facility and/or one or more Obligors by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.	
 
(c)	The Agent shall notify the Parent and the other Finance Parties of:	
 
 	(i)	the name of any numbering service provider appointed by the Agent in respect of this Agreement, the Revolving Facility and/or one or more Obligors; and	
 
 	(ii)	the number or, as the case may be, numbers assigned to this Agreement, the Revolving Facility and/or one or more Obligors by such numbering service provider.	
 
40.4	Entire agreement	
This Clause 40 ( Confidentiality ) constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.
 
40.5	Inside information	
Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.
 
40.6	Notification of disclosure	
Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Parent:
 
 	(a)	of the circumstances of any disclosure of Confidential Information made pursuant to paragraph (b)(v) of Clause 40.2 ( Disclosure of Confidential Information ) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and	
 
 	(b)	upon becoming aware that Confidential Information has been disclosed in breach of this Clause 40 ( Confidentiality ).	
 
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40.7	Continuing obligations	
The obligations in this Clause 40 ( Confidentiality ) are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of twelve Months from the earlier of:
 
 	(a)	the date on which all amounts payable by the Obligors under or in connection with the Finance Documents have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and	
 
 	(b)	the date on which such Finance Party otherwise ceases to be a Finance Party.	
 
41.	COUNTERPARTS	
Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.
 
42.	GOVERNING LAW	
This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law, except for Schedule 14 ( Information Undertakings ), Schedule 15 ( General Undertakings ), Schedule 16 ( Event of Default ) and Schedule 17 ( New York Law Definitions ) of this Agreement and any non-contractual obligations arising out of or in connection with those schedules, which shall be interpreted in accordance with the law of the State of New York (without prejudice to the fact that this Agreement is governed by English law).
 
43.	ENFORCEMENT	
 
43.1	Jurisdiction of English courts	
 
(a)	The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a “ Dispute ”).	
 
(b)	The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.	
 
(c)	Each party waives expressly the right to any other jurisdiction to which they might have right including but not limited to jurisdiction by reason of its present or future domicile or by reason of the place of payment or otherwise.	
 
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43.2	Service of process	
 
(a)	Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other than an Obligor incorporated in England and Wales):	
 
 	(i)	irrevocably appoints Kirkland & Ellis International LLP, 30 St Mary Axe, London, EC3A 8AF (Fax: +44(0)207 469 2001 Attn: Neel Sachdev/Bryan Robson) as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and	
 
 	(ii)	agrees that failure by an agent for service of process to notify the relevant Obligor of the process will not invalidate the proceedings concerned.	
 
(b)	If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Parent (on behalf of all the Obligors) must promptly (and in any event within ten (10) Business Days of such event taking place) appoint another agent on terms acceptable to the Agent (acting reasonably).	
 
(c)	An Obligor may irrevocably appoint another person as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document, subject to notifying the Agent accordingly. In the case of any replacement of an existing agent for service of process, following the new process agent’s appointment and notification to the Agent of such new appointment, the existing process agent may resign.	
This Agreement has been entered into on the date stated at the beginning of this Agreement.
 
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SCHEDULE 1
The Original Parties
Part 1
The Original Obligors
The Original Borrower

Name of Original Borrower	  	Jurisdiction of Incorporation	
BC Luxco 1 S.A.	  	Luxembourg	
Atento Teleservicios España, S.A.U.	  	Spain	
Atento Mexicana, S.A. de C.V.	  	Mexico	
The Original Guarantors

Name of Original Guarantor	  	Jurisdiction of Incorporation	
BC Luxco 1 S.A.	  	Luxembourg	
Atento Teleservicios España, S.A.U.	  	Spain	
Atento Mexicana, S.A. de C.V.	  	Mexico	
Atento Servicios, S.A. de C.V.	  	Mexico	
 
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Part 2
The Original Lenders

Name of Original Lender	  	Commitment	 	
Banco Santander, S.A. and Banco Santander (México), S.A. Institución de Banca Múltiple, Grupo Financiero Santander Mexico	  	€	25,000,000	  	
Banco Bilbao Vizcaya Argentaria, S.A. and BBVA Bancomer, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA Bancomer	  	€	25,000,000	  	
	  	 	 	 	
Total	  	€	50,000,000	  	

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SCHEDULE 2
Conditions Precedent
Part 1
Conditions Precedent to Initial Utilization
 
1.	Original Obligors	
 
 	(a)	A copy of the Constitutional Documents and the constitutional documents of the other Original Obligors and, in relation to each Original Obligor incorporated or established in Spain, an up-to-date excerpt ( Nota Simple ) from the relevant Commercial Registry ( Registro Mercantil ) including its updated by-laws.	
 
 	(b)	A copy of a resolution of the board of directors or equivalent body of each of the Parent and the other Original Obligors (duly raised to the status of a Spanish Public Document before a Spanish notary in the case of each Original Obligor incorporated or established in Spain):	
 
 	(i)	approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute, deliver and perform the Finance Documents to which it is a party;	
 
 	(ii)	authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf;	
 
 	(iii)	authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party;	
 
 	(iv)	resolving and setting out the reasons why the board of directors (or equivalent) considers that the entry into the Finance Documents to which it is a party is in the best interests and to the benefit of the Obligor; and	
 
 	(v)	with respect to each Original Obligor other than the Parent, authorising the Parent to act as its Agent in connection with the Finance Documents.	
 
 	(c)	If applicable, a copy of the resolution of the board of directors of the relevant company, establishing the committee referred to in paragraph (b) above.	
 
 	(d)	A specimen of the signature of each person executing Finance Documents as authorised by the resolution referred to in paragraph (b) above in relation to the Finance Documents and related documents.	
 
 	(e)	If required under applicable law, a copy of a resolution, signed by all the holders of the issued shares in each Original Obligor approving the terms of, and the transactions contemplated by, the Finance Documents to which that entity is a party (duly raised to the status of a Spanish Public Document before a Spanish notary in the case an Original Obligor incorporated or established in Spain).	
 
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 	(f)	If required under applicable law, copy of a resolution of the board of directors (or equivalent body) of each corporate shareholder of each Original Obligor approving the terms of the resolutions referred to in (e) above.	
 
 	(g)	A certificate of an authorised signatory of the Parent confirming that borrowing, guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on any Original Obligor to be exceeded;	
 
 	(h)	A certificate of an authorised signatory of each Original Obligor, certifying that each copy document relating to it specified in this Part 1 of Schedule 2 is (where applicable) correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this Agreement.	
 
 	(i)	In respect of each Original Obligor incorporated in Luxembourg:	
 
 	(i)	a certificate of absence of judicial decisions delivered by the Luxembourg Register of Commerce and Companies on the date of this Agreement; and	
 
 	(ii)	an extract from the Luxembourg Register of Commerce and Companies with respect to such Original Obligor dated as of the date of this Agreement.	
 
 	(iii)	a copy of its up-to-date shareholder(s) register.	
 
2.	Intercreditor Agreement	
An executed copy of the Intercreditor Agreement.
 
3.	Transaction Documents	
 
 	(a)	An executed copy of the following Note Documents signed by each Original Obligor which is a party to such Note Documents:	
 
 	(i)	the Indenture; and	
 
 	(ii)	the Notes.	
 
4.	Legal opinions.	
The following legal opinions, each addressed to the Finance Parties, in form and substance customary for such a financing:
 
 	(a)	Clifford Chance LLP as to matters of English law;	
 
169

 	(b)	Kirkland & Ellis LLP as to the enforceability of the Intercreditor Agreement under New York law;	
 
 	(c)	Uría. Menéndez Abogados, S.L. as to capacity of Obligors under Spanish law;	
 
 	(d)	Arendt and Medernach as to capacity of Obligors under Luxembourg law; and	
 
 	(e)	Gonzalez Calvillo as to capacity of Obligors under Mexican law.	
 
5.	Other Documents, Evidence and Other Matters	
 
 	(a)	A copy of the Group Structure Chart.	
 
 	(b)	Evidence that the fees, costs and expenses which are due and payable under the Finance Documents have been paid or will be paid on or prior to the Closing Date.	
 
 	(c)	Evidence that the Notes have been issued	
 
 	(d)	If applicable, evidence that the process agent appointed under this Agreement has accepted its appointment as agent for service of process.	
 
 	(e)	Evidence that, the proceeds from the issue of the Notes, have been applied in irrevocable repayment and cancellation of all Indebtedness and other amounts owing under the Spanish Facilities Agreement and the Mexican Facilities Agreement and that all Security granted in connection therewith has been released or discharged in full.	
 
 	(f)	With respect to any Utilisation in the Base Currency, provision of all information necessary for identification of the Parent, each other Original Obligor and their respective subsidiaries (if any at the initial Utilisation Date and to the extent necessary) in order to comply with all applicable anti-money laundering requirements and know your customer requirements of the Original Lenders (other than any Mexican Lender) (to be co-ordinated by the Agent), notified to the Parent by the Agent at least five business days prior to the date of this Agreement.	
 
 	(g)	With respect to any Utilisation in MEX$ or USD, provision of all information necessary for identification of the Parent, each other Original Obligor and their respective subsidiaries (if any at the initial Utilisation Date and to the extent necessary) in order to comply with all applicable anti-money laundering requirements and know your customer requirements of the Original Lenders that are Mexican Lenders (to be co-ordinated by the Agent), notified to the Parent by the Agent at least five business days prior to the date of this Agreement.	
 
 	(h)	A copy of the numero de operacion financiera granted by the Bank of Spain to the Original Borrower incorporated in Spain in relation to the Revolving Facility.	
 
170

Part 2
Conditions precedent required to be delivered by an Additional Obligor
 
1.	A copy of the Accession Deed executed by the Additional Obligor and the Parent.	
 
2.	A copy of the constitutional documents of the Additional Obligor and, in relation to an Additional Obligor incorporated or established in Spain, an up-to-date excerpt ( Nota Simple ) from the relevant Commercial Registry ( Registro Mercantil ) including its updated by-laws.	
 
3.	As required by applicable law or customary practice, a copy of a resolution of the board (duly raised to the status of a Spanish Public Document before a Spanish notary in the case of an Additional Obligor incorporated or established in Spain) or, if applicable, a committee of the board of directors of the Additional Obligor:	
 
 	(a)	approving the terms of, and the transactions contemplated by, the Accession Deed and the other Finance Documents to which it is party and resolving that it execute, deliver and perform the Accession Deed and any other Finance Document to which it is party;	
 
 	(b)	authorising a specified person or persons to execute the Accession Deed and other Finance Documents to which it is party on its behalf;	
 
 	(c)	authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including, in relation to an Additional Borrower, any Utilisation Request and Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and	
 
 	(d)	authorising the Parent to act as its agent in connection with the Finance Documents	
 
4.	If applicable, a copy of a resolution of the board of directors of the Additional Obligor, establishing the committee referred to in paragraph 3 above.	
 
5.	A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above in relation to the Finance Documents and related documents.	
 
6.	As required by applicable law or customary practice, a copy of a resolution signed by all the holders of the issued shares of the Additional Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor is a party (duly raised to the status of a Spanish Public Document before a Spanish notary in the case of an Additional Obligor incorporated or established in Spain).	
 
7.	As required by applicable law or customary practice, a copy of a resolution of the board or, if applicable, a committee of the board of directors of each corporate shareholder of each Additional Obligor approving the terms of the resolution referred to in paragraph 6 above subject to any limitations set forth in the relevant Finance Documents.	
 
171

8.	A certificate of an authorised signatory of the Additional Obligor:	
 
 	(a)	confirming that borrowing or guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guarantee, security or similar limit binding on it to be exceeded; and	
 
 	(b)	certifying that each copy document listed in this Part 2 of Schedule 2 is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the Accession Deed.	
 
9.	The following legal opinions, each addressed to the Finance Parties:	
 
 	(a)	A legal opinion of the legal advisers to the Agent in England, as to English law in the form distributed to the Lenders prior to signing the Accession Deed.	
 
 	(b)	If the Additional Obligor (and/or any entity granting security over shares in the Additional Obligor) is incorporated in or has its “centre of main interest” or “establishment” in a jurisdiction other than England and Wales or is executing a Finance Document which is governed by a law other than English law, a legal opinion of the legal advisers to (x) the Agent and/or (y) if applicable or customary in the relevant jurisdiction, the Group, in the jurisdiction of its incorporation or “centre of main interest” or “establishment” (as applicable) or, as the case may be, the jurisdiction of the governing law of that Finance Document (the “ Applicable Jurisdiction ”) as to the law of the Applicable Jurisdiction and in the form distributed to the Lenders prior to signing the Accession Deed.	
 
10.	If the proposed Additional Obligor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 43.2 ( Service of process ), if not an Obligor, has accepted its appointment in relation to the proposed Additional Obligor.	
 
11.	Subject to the Agreed Security Principles, such security documents necessary to provide Transaction Security over all of the issued shares of the proposed Additional Obligor executed by the proposed Additional Obligor and/or its Holding Company.	
 
12.	Any notices or documents required to be given or executed under the terms of those security documents.	
 
13.	All documents and evidence required by any Finance Party in connection with the compliance of such Finance Party/ies with all “applicable anti-money laundering” and “know your customer” requirements to the extent stipulated by the Agent at least five (5) Business Days prior to signing the Accession Deed.	
 
172

SCHEDULE 3
Requests and Notices
Part 1
Utilisation Request
Loans

From:	  	[Borrower] [Parent]*	
To:	  	[Agent]	
Dated:	  	[ — ]	
Dear Sirs
Atento – Revolving Facilities Agreement dated [ — ] (the “Facilities Agreement”)
 
1.	We refer to the Facilities Agreement. This is a Utilisation Request. Terms defined in the Facilities Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.	
 
2.	We wish to borrow a Loan on the following terms:	
 
 	(a)	Borrower: [ — ]	
 
 	(b)	Proposed Utilisation Date: [ — ] (or, if that is not a Business Day, the next Business Day)	
 
 	(c)	Currency of Loan: [ — ]	
 
 	(d)	Amount: [ — ] or, if less, the Available Facility	
 
 	(e)	Interest Period: [ — ]	
 
3.	We confirm that each condition specified in Clause 4.2 ( Further conditions precedent ) is satisfied on the date of this Utilisation Request and in this respect confirm that the Super Senior Facilities Leverage Ratio is, pro forma for the borrowing of this Loan, [ — ]:1.	
 
4.	[The proceeds of this Loan should be credited to [account]].	

Yours faithfully	

authorised signatory for	
[the Parent on behalf of [insert name of relevant Borrower]]/ [insert name of Borrower]*
NOTES:
 
*	Amend as appropriate. The Utilisation Request can be given by the Borrower or by the Parent.	
 
173

Part 2
Utilisation Request
(A) Letters of Credit denominated in EUR

From:	  	[Borrower] [Parent]*	
To:	  	[Agent]	
Dated:	  	[ — ]	
Dear Sirs
Atento – Revolving Facilities Agreement dated [ — ] (the “Facilities Agreement”)
 
1.	We refer to the Facilities Agreement. This is a Utilisation Request. Terms defined in the Facilities Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.	
 
2.	We wish to arrange for a Letter of Credit to be issued by the Issuing Bank specified below (which has agreed to do so) on the following terms:	
 
 	(a)	Borrower: [ — ]	
 
 	(b)	Issuing Bank: [ — ]	
 
 	(c)	Proposed Utilisation Date: [ — ] (or, if that is not a Business Day, the next Business Day)	
 
 	(d)	Currency of Letter of Credit: [ — ]	
 
 	(e)	Amount: [ — ] or, if less, the Available Facility	
 
 	(f)	Term: [ — ]	
 
3.	We confirm that each condition specified in paragraph (b) (or, to the extent applicable, paragraph (d) of Clause 6.5 ( Issue of Letters of Credit ) is satisfied on the date of this Utilisation Request and in this respect confirm that the Super Senior Facilities Leverage Ratio is, pro forma for the borrowing of this Loan, [ — ]:1.	
 
4.	We attach a copy of the proposed Letter of Credit.	
 
5.	The purpose of this proposed Letter of Credit is [ — ].	

Yours faithfully,	

authorised signatory for	
[the Parent on behalf of] [insert name of relevant Borrower]]/[insert name of Relevant Borrower]*
 
174

(B) Letter of Credit denominated in USD or MEX$
 
175

(C) Form of Letter of Credit (denominated in USD or MEX$) Amendment
(HOJA MEMBRETADA DEL CLIENTE)

México, D.F. a      de              del	
	
BBVA BANCOMER	
Montes Urales No. 620	
México, D.F. C.P 11000	
At.n Alma Patricia Bazán Casco
La presente es con el fin de solicitar en la carta de crédito No.              por importe de                      la siguiente modificación:

DICE:	  	 	  		  		  		
					
DEBE DECIR	  	 	  		  		  		
Los demás términos y condiciones permanecen sin cambio.
A T E N T A M E N T E
( FIRMA Y NOMBRE DE APODERADO (S) DE LA EMRPESA
COM PODER PARA ACTOS DE ADMINISTRACIÓN
Part 2 - Form of Letter of Credit of Issuing Bank other than the Mexican Issuing Bank
 
176

Part 3
Form of Ancillary Facility Request

From:	  	[Borrower] [Parent]*	
To:	  	[Agent]	
Dated:	  	[ — ]	
Dear Sirs
Atento – Revolving Facilities Agreement dated [ — ] (the “Facilities Agreement”)
 
1.	We refer to the Facilities Agreement. This is an Ancillary Facility Request. Terms defined in the Facilities Agreement have the same meaning in this Ancillary Facility Request unless given a different meaning in this Ancillary Request.	
 
2.	We wish to arrange for an [Ancillary Facility] to be established with the [Ancillary Lender] specified below (which has agreed to do so) on the following terms:	
 
(a)	Borrower (or Affiliate(s) of a Borrower): [ — ]	
 
(b)	Ancillary Lender: [ — ]	
 
(c)	Type or types of Ancillary Facility: [ — ]	
 
(d)	Ancillary Commencement Date: [ — ]	
 
(e)	Expiry date for the Ancillary Facility: [ — ]	
 
(f)	Ancillary Commitment amount: [ — ]	
 
(i)	Designated Gross Amount: [ — ]	
 
(ii)	Designated Net Amount: [ — ]]**	
 
(g)	Currency/ies available under the Ancillary Facility: [ — ]***	
 
3.	We confirm that each condition specified in paragraphs (b)(iii) and (b)(iv) of Clause 9.3 ( Terms of Ancillary Facilities ) is satisfied on the date of this Ancillary Facility Request.	

Yours faithfully,	

authorised signatory for	
[the Parent on behalf of] [insert name of relevant Borrower]***
 
177

SCHEDULE 4
Mandatory Cost Formula
 
1.	The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of compliance with (a) the requirements of the Bank of England and/or the Financial Services Authority (or, in either case, any other authority which replaces all or any of its functions) or (b) the requirements of the European Central Bank.	
 
2.	On the first day of each Interest Period (or as soon as possible thereafter) the Agent shall calculate, as a percentage rate, a rate (the “ Additional Cost Rate ”) for each Lender, in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Agent as a weighted average of the Lenders’ Additional Cost Rates (weighted in proportion to the percentage participation of each Lender in the relevant Loan) and will be expressed as a percentage rate per annum.	
 
3.	The Additional Cost Rate for any Lender lending from the Facility Office in a Participating Member State will be the percentage notified by that Lender to the Agent. This percentage will be certified by that Lender in its notice to the Agent to be its reasonable determination of the cost (expressed as a percentage of that Lender’s participation in all Loans made from the Facility Office) of complying with the minimum reserve requirements of the European Central Bank in respect of loans made from the Facility Office.	
 
4.	The Additional Cost Rate for any Lender lending from the Facility Office in the United Kingdom will be calculated by the Agent as follows:	

E  × 0.01	 	per cent. per annum.	
300	 		
Where:
 
 	E	is designed to compensate Lenders for amounts payable under the Fees Rules and is calculated by the Agent as being the average of the most recent rates of charge supplied by the Base Reference Banks to the Agent pursuant to paragraph 6 below and expressed in pounds per £1,000,000.	
 
5.	For the purposes of this Schedule:	
 
 	(a)	“ Special Deposits ” have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;	
 
 	(b)	“ Fees Rules ” means the rules on periodic fees contained in the Financial Services Authority Fees Manual or such other law or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits;	
 
178

 	(c)	“ Fee Tariffs ” means the fee tariffs specified in the Fees Rules under the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant to the Fees Rules but taking into account any applicable discount rate); and	
 
 	(d)	“ Tariff Base ” has the meaning given to it in, and will be calculated in accordance with, the Fees Rules.	
 
6.	If requested by the Agent, each Base Reference Bank shall, as soon as practicable after publication by the Financial Services Authority, supply to the Agent, the rate of charge payable by that Base Reference Bank to the Financial Services Authority pursuant to the Fees Rules in respect of the relevant financial year of the Financial Services Authority (calculated for this purpose by that Base Reference Bank as being the average of the Fee Tariffs applicable to that Base Reference Bank for that financial year) and expressed in pounds per £1,000,000 of the Tariff Base of that Base Reference Bank.	
 
7.	Each Lender shall supply any information required by the Agent for the purpose of calculating its Additional Cost Rate. In particular, but without limitation, each Lender shall supply the following information on or prior to the date on which it becomes a Lender:	
 
 	(a)	the jurisdiction of its Facility Office; and	
 
 	(b)	any other information that the Agent may reasonably require for such purpose.	
 
8.	Each Lender shall promptly notify the Agent of any change to the information provided by it pursuant to this paragraph.	
 
9.	The rates of charge of each Base Reference Bank for the purpose of E above shall be determined by the Agent based upon the information supplied to it pursuant to paragraphs 6 and 7 above and on the assumption that, unless a Lender notifies the Agent to the contrary, each Lender’s obligations in relation to cash ratio deposits and Special Deposits are the same as those of a typical bank from its jurisdiction of incorporation with the Facility Office in the same jurisdiction as its Facility Office.	
 
10.	The Agent shall have no liability to any person if such determination results in an Additional Cost Rate which over or under compensates any Lender and shall be entitled to assume that the information provided by any Lender or Base Reference Bank pursuant to paragraphs 3, 6 and 7 above is true and correct in all respects.	
 
11.	The Agent shall distribute the additional amounts received as a result of the Mandatory Cost to the Lenders on the basis of the Additional Cost Rate for each Lender based on the information provided by each Lender and each Base Reference Bank pursuant to paragraphs 3, 6 and 7 above.	
 
12.	Any determination by the Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall, in the absence of manifest error, be conclusive and binding on all Parties.	
 
179

13.	The Agent may from time to time, after consultation with the Parent and the Lenders, determine and notify to all Parties any amendments which are required to be made to this Schedule in order to comply with any change in law, regulation or any requirements from time to time imposed by the Bank of England, the Financial Services Authority or the European Central Bank (or, in any case, any other authority which replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and binding on all Parties.	
 
180

SCHEDULE 5
Form of Transfer Certificate

To:	  	[ — ] as Agent	
From:	  	[The Existing Lender] (the “ Existing Lender ”) and [The New Lender] (the “ New Lender ”)	
Dated:	  		
Atento – Revolving Facilities Agreement dated [ — ] (the “Facilities Agreement”)
[To be updated following tax review/comment]
 
1.	We refer to the Facilities Agreement. This agreement (the “ Agreement ”) shall take effect as a Transfer Certificate for the purpose of the Facilities Agreement. Terms defined in the Facilities Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement.	
 
2.	We refer to Clause 28.5 ( Procedure for transfer ) of the Facilities Agreement:	
 
 	(a)	The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation all or part of the Existing Lender’s Commitment, rights and obligations referred to in the Schedule in accordance with Clause 28.5 ( Procedure for transfer ).	
 
 	(b)	The proposed Transfer Date is [ — ].	
 
 	(c)	The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 35.2 ( Addresses ) are set out in the Schedule.	
 
3.	The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in paragraph [ — ] of Clause 28.4 ( Limitation of responsibility of Existing Lenders ).	
 
4.	The New Lender confirms (without prejudice to the validity of this Transfer Certificate and for the benefit of the Agent and without liability to any Obligor) that it is:	
 
 	(i)	[not a Qualifying Lender]	
 
 	(ii)	[a Qualifying Lender (other than a Treaty Lender)]	
 
 	(iii)	[a Treaty Lender] 1	
 
5.	This Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.	

1  	Delete as applicable. Each New Lender is required to confirm which of these categories it falls within.	
 
181

6.	This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.	
 
7.	This Agreement has been entered into on the date stated at the beginning of this Agreement.	
 
Note:	The execution of this Transfer Certificate may not transfer a proportionate share of the Existing Lender’s interest in the Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in the Existing Lender’s Transaction Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.	
 
182

THE SCHEDULE
Commitment/rights and obligations to be transferred
[insert relevant details]
[Facility Office address, fax number and attention details for notices and account details for payments,]

[Existing Lender]	 		 	[New Lender]	
			
By:	 		 	By:	
This Agreement is accepted as a Transfer Certificate for the purposes of the Facilities Agreement by the Agent and the Transfer Date is confirmed as [ — ]

[Agent]	
	
By:	
 
183

SCHEDULE 6
Form of Assignment Agreement

To:	  	[ — ] as Agent and BC Luxco 1 S.A. as Parent, for and on behalf of each Obligor	
		
From:	  	[the Existing Lender] (the “ Existing Lender ”) and [the New Lender] (the “ New Lender ”)	
		
Dated:	  		
[To be updated following tax review/comment]
Atento – Revolving Facilities Agreement dated [ — ] (the “Facilities Agreement”)
 
1.	We refer to the Facilities Agreement. This is an Assignment Agreement. This agreement (the “ Agreement ”) shall take effect as an Assignment Agreement for the purpose of the Facilities Agreement. Terms defined in the Facilities Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement.	
 
2.	We refer to Clause 28.6 ( Procedure for assignment ) of the Facilities Agreement:	
 
 	(a)	The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under the Facilities Agreement, the other Finance Documents and in respect of the Transaction Security which correspond to that portion of the Existing Lender’s Commitments and participations in Utilisations under the Facilities Agreement as specified in the Schedule.	
 
 	(b)	The Existing Lender is released from all the obligations of the Existing Lender which correspond to that portion of the Existing Lender’s Commitments and participations in Utilisations under the Facilities Agreement specified in the Schedule.	
 
 	(c)	The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which the Existing Lender is released under paragraph (b) above.	
 
3.	The proposed Transfer Date is [ — ].	
 
4.	On the Transfer Date the New Lender becomes Party to the relevant Finance Documents as a Lender.	
 
5.	The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 35.2 ( Addresses ) are set out in the Schedule.	
 
6.	The New Lender confirms that it is (for the benefit of the Agent and without liability to any Obligor):	
 
 	(i)	[not a Qualifying Lender]	
 
184

 	(ii)	[a Qualifying Lender (other than a Treaty Lender)]	
 
 	(iii)	[a Treaty Lender] 2	
 
7.	This Agreement acts as notice to the Agent (on behalf of each Finance Party) and, upon delivery in accordance with Clause 28.7 ( Copy of Transfer Certificate or Assignment or Increase Confirmation to the Parent ) to the Parent (on behalf of each Obligor) of the assignment referred to in this Agreement.	
 
8.	This Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.	
 
9.	This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.	
 
10.	This Agreement has been entered into on the date stated at the beginning of this Agreement.	
 
Note:	The execution of this Assignment Agreement may not transfer a proportionate share of the Existing Lender’s interest in the Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in the Existing Lender’s Transaction Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.	

2  	Delete as applicable. Each New Lender is required to confirm which of these categories it falls within.	
 
185

THE SCHEDULE
Commitment/rights and obligations to be transferred by assignment, release and accession
[insert relevant details]
[Facility office address, fax number and attention details for notices and account details for payments]

[Existing Lender]	 		 	[New Lender]	
			
By:	 		 	By:	
This Agreement is accepted as an Assignment Agreement for the purposes of the Facilities Agreement by the Agent and the Transfer Date is confirmed as [ — ].
Signature of this Agreement by the Agent constitutes confirmation by the Agent of receipt of notice of the assignment referred to in this Agreement, which notice the Agent receives on behalf of each Finance Party.

[Agent]	
	
By:	
 
186

SCHEDULE 7
Form of Accession Deed

To:	  	[ — ] as Agent	
		
From:	  	[Subsidiary] and [Parent]	
Dated:	  	[ — ]	
Dear Sirs
Atento – Revolving Facilities Agreement dated [ — ] (the “Facilities Agreement”)
 
1.	We refer to the Facilities Agreement and to the Intercreditor Agreement. This deed (the “ Accession Deed ”) shall take effect as an Accession Deed for the purposes of the Facilities Agreement. Terms defined in the Facilities Agreement have the same meaning in paragraphs 1-3 of this Accession Deed unless given a different meaning in this Accession Deed.	
 
2.	[Subsidiary] agrees to become an Additional [Borrower]/[Guarantor] and to be bound by the terms of the Facilities Agreement and the other Finance Documents as an Additional [Borrower]/[Guarantor] pursuant to Clause 29.2 ( Additional Borrowers )/[Clause 29.4 ( Additional Guarantors )] of the Facilities Agreement. [Subsidiary] is a company duly incorporated under the laws of [name of relevant jurisdiction] and is a limited [partnership][liability company][and registered number [ — ]].	
 
3.	[Subsidiary’s] administrative details for the purposes of the Facilities Agreement are as follows:	

Address:	  	[ — ]	
		
Fax No.:	  	[ — ]	
		
Attention:	  	[ — ]	
 
4.	This Accession Deed and any non-contractual obligations arising out of or in connection with it are governed by English law.	
THIS ACCESSION DEED has been signed by the parties hereto and is delivered on the date stated above.
 
187

									
[Subsidiary]	 		 		 		
 [EXECUTED AS A DEED	 	)	 		 		
By:	 	[Subsidiary]	 	)	 		 		
 	 		 	Director	
 	 		 	Director/Secretary	
OR	 		 		 		 		
[EXECUTED AS A DEED	 		 		 		
By:	 	[Subsidiary]	 		 		 		
 	 		 	Signature of Director	
 	 		 	Name of Director	
in the presence of	 		 		 		
 	 		 	Signature of witness	
 	 		 	Name of witness	
 	 		 	Address of witness	

 	 		 		
 	 		 	Occupation of witness]	
				
The Parent	 		 		 		

By:	 		 		 		 		
 
188

SCHEDULE 8
Form of Resignation Letter

To:	  	[ — ] as Agent	
From:	  	[resigning Obligor] and [Parent]	
Dated:	  	[ — ]	
Dear Sirs
Atento – Revolving Facilities Agreement dated [ — ] (the “Facilities Agreement”)
 
1.	We refer to the Facilities Agreement. This is a Resignation Letter. Terms defined in the Facilities Agreement have the same meaning in this Resignation Letter unless given a different meaning in this Resignation Letter.	
 
2.	Pursuant to Clause 29.3 ( Resignation of an Obligor ), we request that [resigning Obligor] be released from its obligations as a [Borrower]/[Guarantor] under the Facilities Agreement and the Finance Documents.	
 
3.	We confirm that no Event of Default is continuing or would result from the acceptance of this request.	
 
4.	This Resignation Letter and any non-contractual obligations arising out of or in connection with it are governed by English law.	

[Parent]	  	[resigning Obligor]	
		
By:	  	By:	
NOTES:
 
*	Insert where resignation only permitted in case of a Third Party Disposal.	
**	Amend as appropriate, e.g. to reflect agreed procedure for payment of proceeds into a specified account.	
***	Insert any other conditions required by the Facilities Agreement.	
 
189

SCHEDULE 9
Form Of Issuing Bank Accession Agreement

To:	  	[ — ] as Agent	
From:	  	[ Proposed Issuing Bank ] (the “ Additional Issuing Bank ”)	
Dated:	  	[ — ]	
DEAR SIRS
ATENTO – REVOLVING FACILITIES AGREEMENT DATED [ — ] 2013 (AS AMENDED FROM TIME TO TIME) (THE “FACILITIES AGREEMENT”)
 
1.	We refer to the Facilities Agreement and particularly Clause 28.10 ( Additional and replacement Issuing Banks ) of the Facilities Agreement. This is an Issuing Bank Accession Agreement. This agreement (the “ Agreement ”) shall take effect as an Issuing Bank Accession Agreement for the purpose of the Facilities Agreement. Terms defined in the Facilities Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement.	
 
2.	The Additional Issuing Bank hereby agrees with each other person who is or who becomes a party to the Facilities Agreement that with effect on and from the date of this Agreement it will be bound by the Facilities Agreement as an Issuing Bank as if it had been a party originally to the Facilities Agreement in that capacity.	
 
3.	The Facility Office and address, fax number and attention details for notices of the Additional Issuing Bank for the purposes of Clause 35.2 ( Addresses ) of the Facilities Agreement are set out in the Schedule.	
 
4.	The Additional Issuing Bank confirms, for the benefit of the Agent and without liability to any Obligor, that it is:	
 
 	(a)	[a Qualifying Lender (other than a Treaty Lender);]	
 
 	(b)	[a Treaty Lender;]	
 
 	(c)	[not a Qualifying Lender].	
 
5.	This Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.	
 
6.	This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.	
This Agreement has been entered into on the date stated at the beginning of this Agreement.
 
190

THE SCHEDULE
COMMITMENT/RIGHTS AND OBLIGATIONS TO BE TRANSFERRED
[ insert relevant details ]
[ Facility Office address, fax number and attention details for notices and account details for payments ]

[ Proposed Additional Issuing Bank ]	
		
By:	 	 	
This Agreement is accepted as an Issuing Bank Accession Agreement for the purposes of the Facilities Agreement by the Agent.

[ — ] as Agent	
		
By:	 	 	
 
191

SCHEDULE 10
Timetables
Part 1
Loans

 	  	Loans in Euro	  	Loans in
MEX$ or USD	  	Loans in other
currencies	
Agent notifies the Parent if a currency is approved as an Optional Currency in accordance with Clause 4.3 ( Conditions relating to Optional Currencies )	  	-	  	-	  	U-3	
Delivery of a duly completed Utilisation Request (Clause 5.1 ( Delivery of a Utilisation Request ))	  	U-3
 
9.30 am (Madrid time)	  	U-3
 
9.30 am (Mexico City time)	  	U-3
 
9.30 am (Madrid time)	
Agent determines (in relation to a Utilisation) the Base Currency Amount of the Loan, if required under Clause 5.4 ( Lenders’ participation ) and notifies the Lenders of the Loan in accordance with Clause 5.4 ( Lenders’ participation )	  	U-3
 
Noon (Madrid time)	  	U-3
 
Noon (Mexico City time)	  	U-3
 
Noon (Madrid time)	
Agent receives a notification from a Lender under Clause 8.2 ( Unavailability of a currency )	  	Quotation Day
 
9.30 am (Madrid time)	  	Quotation Day
 
9.30 am (Mexico City time)	  	Quotation Day
 
9.30 am (Madrid time)	
Agent gives notice in accordance with Clause 8.2 ( Unavailability of a currency )	  	Quotation Day	  	Quotation Day	  	Quotation Day	
LIBOR, EURIBOR or TIIE is fixed	  	Quotation Day as of 11.00 a.m. (Madrid time) in respect of EURIBOR	  	Quotation Day as of 11:00 a.m. (Mexico City time)	  	Quotation Day as of 11.00 a.m. (Madrid time) in respect of EURIBOR	

“U”	  	=	  	date of utilisation.	
“U - X”	  	=	  	X Business Days prior to date of utilisation	
 
192

Part 2
Letters of Credit

 	  	Letters of Credit	
		
Delivery of a duly completed Utilisation Request (Clause 6.2 ( Delivery of a Utilisation Request for Letters of Credit ))	  	U-2 9:30am	
		
Agent determines (in relation to a Utilisation) the Base Currency Amount of the Letter of Credit if required under paragraph (d) of Clause 6.5 ( Issue of Letters of Credit ) and notifies the relevant Issuing Bank and Lenders of the Letter of Credit in accordance with paragraph (e) of Clause 6.5 ( Issue of Letters of Credit ).	  	U-1 10.30am	
		
Delivery of duly completed Renewal Request (Clause 6.6 ( Renewal of a Letter of Credit ))	  	U-3 9:30am	

“U”	  	=	  	date of utilisation, or, if applicable, in the case of a Letter of Credit to be renewed in accordance with Clause 6.6 ( Renewal of a Letter of Credit ), the first day of the proposed term of the renewed Letter of Credit	
“U-X”	  	=	  	Business Days prior to date of utilisation	
 
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SCHEDULE 11
Form of Letter of Credit

To:	  	[Beneficiary] (the “ Beneficiary ”)	
Date:	  	[ — ]	
Irrevocable Standby Letter of Credit no. [ — ]
At the request of [ — ], [Issuing Bank] (the “ Issuing Bank ”) issues this irrevocable standby Letter of Credit (“ Letter of Credit ”) in your favour on the following terms and conditions:
 
1.	Definitions	
In this Letter of Credit:
“ Business Day ” means a day (other than a Saturday or a Sunday) on which banks are open for general business in [Madrid].*
“ Demand ” means a demand for a payment under this Letter of Credit in the form of the schedule to this Letter of Credit.
“ Expiry Date ” means [ — ].
“ Total L/C Amount ” means [ — ].
 
2.	Issuing Bank’s agreement	
 
 	(a)	The Beneficiary may request a drawing or drawings under this Letter of Credit by giving to the Issuing Bank a duly completed Demand. A Demand must be received by the Issuing Bank by no later than [ — ] p.m. ([Madrid] time) on the Expiry Date.	
 
 	(b)	Subject to the terms of this Letter of Credit, the Issuing Bank unconditionally and irrevocably undertakes to the Beneficiary that, within [ten (10)] Business Days of receipt by it of a Demand, it must pay to the Beneficiary the amount demanded in that Demand.	
 
 	(c)	The Issuing Bank will not be obliged to make a payment under this Letter of Credit if as a result the aggregate of all payments made by it under this Letter of Credit would exceed the Total L/C Amount.	
 
3.	Expiry	
 
 	(a)	The Issuing Bank will be released from its obligations under this Letter of Credit on the date (if any) notified by the Beneficiary to the Issuing Bank as the date upon which the obligations of the Issuing Bank under this Letter of Credit are released.	
 
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 	(b)	Unless previously released under paragraph (a) above, on [ — ] p.m.([Madrid] time) on the Expiry Date the obligations of the Issuing Bank under this Letter of Credit will cease with no further liability on the part of the Issuing Bank except for any Demand validly presented under the Letter of Credit that remains unpaid.	
 
 	(c)	When the Issuing Bank is no longer under any further obligations under this Letter of Credit, the Beneficiary must return the original of this Letter of Credit to the Issuing Bank.	
 
4.	Payments	
All payments under this Letter of Credit shall be made in [ — ] and for value on the due date to the account of the Beneficiary specified in the Demand.
 
5.	Delivery of Demand	
Each Demand shall be in writing, and, unless otherwise stated, may be made by letter, fax or telex and must be received in legible form by the Issuing Bank at its address and by the particular department or office (if any) as follows:
[ — ]
 
6.	Assignment	
The Beneficiary’s rights under this Letter of Credit may not be assigned or transferred.
 
7.	ISP	
Except to the extent it is inconsistent with the express terms of this Letter of Credit, this Letter of Credit is subject to the International Standby Practices (ISP 98), International Chamber of Commerce Publication No. 590.
 
8.	Governing Law	
This Letter of Credit and any non-contractual obligations arising out of or in connection with it are governed by English law.**
 
9.	Jurisdiction	
The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Letter of Credit (including a dispute relating to any non-contractual obligation arising out of or in connection with this Letter of Credit).**

Yours faithfully	

[Issuing Bank]	
By:	
 
195

NOTES:
 
*	This may need to be amended depending on the currency of payment under the Letter of Credit.	
**	To be amended to New York Law with respect to any Letter of Credit issued in USD or MEX$	
 
196

SCHEDULE
FORM OF DEMAND

To:	 	[ISSUING BANK]	
[Date]	 		
Dears Sirs
Standby Letter of Credit no. [ — ] issued in favour of [BENEFICIARY] (the “ Letter of Credit ”)
We refer to the Letter of Credit. Terms defined in the Letter of Credit have the same meaning when used in this Demand.
 
1.	We certify that the sum of [ — ] is due [and has remained unpaid for at least [ — ] Business Days] [under [set out underlying contract or agreement]]. We therefore demand payment of the sum of [ — ].	
 
2.	Payment should be made to the following account:	

Name:	  	[ — ]	
		
Account Number:	  	[ — ]	
		
Bank:	  	[ — ]	
 
3.	The date of this Demand is not later than the Expiry Date.	

Yours faithfully	 		  		
(Authorised Signatory)	 	(Authorised Signatory)	  		
			
For	 		  		
[BENEFICIARY]	 		  		
 
197

SCHEDULE 12
AGREED SECURITY PRINCIPLES
 
1.	Agreed Security Principles	
 
 	a.	The guarantees and security to be provided by the Parent and the Guarantors (the “ Security Group ”) will be given in accordance with certain agreed security principles (the “ Agreed Security Principles ”). This Schedule addresses the manner in which the Agreed Security Principles will impact on the guarantees and security proposed to be taken in relation to this transaction.	
 
 	b.	The Agreed Security Principles embody a recognition by all parties that there may be certain legal and practical difficulties in obtaining effective guarantees and security from members of the Security Group in jurisdictions in which it has been agreed that guarantees and security will be granted. In particular:	
 
 	i.	general statutory limitations, regulatory requirements or restrictions, financial assistance, corporate benefit or interest, fraudulent preference, “earnings stripping”, “controlled foreign corporation” rules, “thin capitalisation” rules, tax restrictions, retention of title claims, employee consultation or approval requirements, capital maintenance rules and similar principles may prevent or limit a member of the Security Group from providing a guarantee or security or may require that the guarantee or security be limited in amount or otherwise;	
 
 	ii.	a key factor in determining whether or not a guarantee or security shall be taken is the applicable cost (including adverse effects on interest deductibility and stamp duty, notarisation and registration fees) which shall not be disproportionate to the benefit to the Lenders of obtaining such guarantee or security;	
 
 	iii.	the maximum guaranteed or secured amount may be limited to minimise stamp duty, notarisation, registration or other applicable fees, taxes and duties where the benefit to the Lenders of increasing the guaranteed or secured amount is disproportionate to the level of such fee, taxes and duties;	
 
 	iv.	it is acknowledged that in certain jurisdictions it may be either impossible or impractical to create security over certain categories of assets in which event security will not be taken over such assets;	
 
 	v.	any assets subject to third party arrangements which may prevent those assets from being charged will be excluded from any relevant security document to the extent, and for so long as, so prevented from being charged provided that reasonable endeavours to obtain consent to charging any such assets shall be used if Security Agent (in good faith) determines the relevant asset to be material;	
 
198

 	vi.	the Security Group will not be required to give guarantees or enter into security documents if it is not within the legal capacity of the relevant members of the Security Group or if the same would conflict with the fiduciary duties of the directors of the relevant members of the Security Group or contravene any legal prohibition or would result in (or in a risk of) personal or criminal liability on the part of any officer or director, provided that the relevant member of the Security Group shall use all reasonable endeavours to overcome any such obstacle;	
 
 	vii.	the giving of a guarantee, the granting of security or the perfection of the security granted will not be required if it would be reasonably likely to have a material adverse effect on the ability of the Parent or the relevant Guarantor to conduct its operations and business in the ordinary course as otherwise permitted by the Note Documents and this Agreement; and	
 
 	viii.	unless required to maintain the validity, perfection or priority of any security interest or the enforceability of any guarantee, to the extent legally possible, no action will be required to be taken in relation to any guarantee or security where any Lender transfers or assigns any of its Commitment. Neither the Parent nor any Guarantor will be liable, except in the case of a voluntary registration by the Parent or any Guarantor, for any fees, costs, taxes or expenses in relation to any required re-registration, re-notarisation or other requirement for perfection or protection of security or guarantees on transfer or assignment other than in connection with a replacement of the Security Agent.	
 
2.	Terms of Transaction Security Documents	
 
 	1.	The following principles will be reflected in the terms of any security taken as part of this transaction:	
 
 	a.	security will secure the obligations of the Parent or the Guarantor granting the security and will not be enforceable until an Event of Default has occurred and notice of acceleration has been given by the Agent in accordance with Clause 27.2 ( Acceleration ) of this Agreement;	
 
 	b.	the security documents should only operate to create security rather than to impose new commercial obligations. Accordingly, they should not contain any additional representations or undertakings (such as in respect of title, ranking, insurance, protection of assets, information or the payment of costs) unless these are required for the creation or perfection of the security and are no more onerous than any equivalent representation or undertaking in this Agreement or the Indenture;	
 
199

 	c.	in respect of any share charges, until an Event of Default has occurred and notice of acceleration has been given by the Agent in accordance with Clause 27.2 ( Acceleration ) of this Agreement, the chargors shall be permitted to retain and to exercise voting rights to any shares charged by them in a manner which does not adversely affect the validity or enforceability of the security or cause an Event of Default to occur and the chargors shall be permitted to receive payment of cash dividends (other than in connection with any liquidation) upstream on charged shares to the extent permitted under this Agreement or the Indenture;	
 
 	d.	the Transaction Security Documents will not contain repeating representations unless these are required for the creation or perfection of the security;	
 
 	e.	the Transaction Security Documents will not require any Guarantor to specifically charge or pledge any shares of capital stock except for shares of capital stock in another Guarantor;	
 
 	f.	the Security Agent should only be able to exercise any power of attorney granted under the security documents following the occurrence of an Event of Default in respect of which notice of acceleration has been given in accordance with Clause 27.2 ( Acceleration ) of this Agreement by the Agent or failure to comply with a further assurance or perfection obligation;	
 
 	g.	the Transaction Security Documents shall not operate so as to prevent any transaction otherwise permitted under this Agreement or the Indenture and will permit the disposal of any asset where such disposal is permitted under the Note Documents or this Agreement and the release of security where such release is provided for under this Agreement or the Indenture;	
 
 	h.	the Transaction Security Documents will not contain separate provisions for default or penalty interest, tax, gross-up or indemnification provisions;	
 
 	i.	no guarantee or security will be required from members of the Group incorporated in any jurisdiction (or pursuant to documentation governed by the laws of any jurisdiction) other than the Chile, Colombia, Mexico, Peru and Spain (together, the “ Security Jurisdictions ”).	
 
200

SCHEDULE 13
Form of Increase Confirmation

To:	  	[ — ] as Agent [ — ] as Issuing Bank and [ — ] as the Parent, for and on behalf of each Obligor	
		
From:	  	[the Increase Lender ] (the “ Increase Lender ”)	
		
Dated:	  	[ — ]	
Atento – Revolving Facilities Agreement dated [ — ] (the “Facilities Agreement”)
 
1.	We refer to the Facilities Agreement. This agreement (the “ Agreement ”) shall take effect as an Increase Confirmation for the purpose of the Facilities Agreement. Terms defined in the Facilities Agreement have the same meaning in this Agreement unless given a different meaning in this Agreement.	
 
2.	We refer to Clause 2.2 ( Increase ) of the Facilities Agreement.	
 
3.	The Increase Lender agrees to assume and will assume all of the obligations corresponding to the Commitment specified in the Schedule (the “ Relevant Commitment ”) as if it was an Original Lender under the Facilities Agreement.	
 
4.	The proposed date on which the increase in relation to the Increase Lender and the Relevant Commitment is to take effect (the “ Increase Date ”) is [ — ].	
 
5.	On the Increase Date, the Increase Lender becomes party to the relevant Finance Documents as a Lender.	
 
6.	The Facility Office and address, fax number and attention details for notices to the Increase Lender for the purposes of Clause 35.2 ( Addresses ) are set out in the Schedule.	
 
7.	The Increase Lender expressly acknowledges the limitations on the Lenders’ obligations referred to in paragraph (f) of Clause 2.2 ( Increase ).	
 
8.	The Increase Lender confirms that it is (for the benefit of the Agent and without liability to any Obligor):	
 
 	(i)	[not a Qualifying Lender]	
 
 	(ii)	[a Qualifying Lender (other than a Treaty Lender)]	
 
 	(iii)	[a Treaty Lender] 3	
 
9.	[The Increase Lender confirms that it [is]/[is not]* a Non-Acceptable L/C Lender.]**	

3  	Delete as applicable. Each New Lender is required to confirm which of these categories it falls within.	
 
201

10.	This Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.	
 
11.	This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.	
 
12.	This Agreement has been entered into on the date stated at the beginning of this Agreement.	
 
Note:	The execution of this Increase Confirmation may not be sufficient for the Increase Lender to obtain the benefit of the Transaction Security in all jurisdictions. It is the responsibility of the Increase Lender to ascertain whether any other documents or other formalities are required to obtain the benefit of the Transaction Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.	
 
202

SCHEDULE 14
Information Undertakings
The undertakings in this Schedule remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is outstanding.
 
1.	Financial Statements	
 
1.1	The Parent will provide to the Agent:	
 
 	(a)	within 120 days (150 days in the case of the fiscal year containing the Closing Date) after the end of each fiscal year,	
 
 	(i)	information regarding the Parent and its consolidated subsidiaries with a level and type of detail that is substantially comparable in all material respects to information in the section of the Offering Circular entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Restricted Group”;	
 
 	(ii)	pro forma income statement and balance sheet information of the Parent, together with explanatory footnotes, for any material acquisitions, dispositions or recapitalisations on a consolidated basis that have occurred since the beginning of the most recently completed fiscal year as to which such annual report relates (unless such pro forma information has been provided in a previous report pursuant to paragraph 1.1(b) or (c) below) (provided that such pro forma financial information will be provided only to the extent available without unreasonable expense);	
 
 	(iii)	the audited consolidated balance sheet of the Parent as at the end of the most recent two fiscal years and audited consolidated income statements and statements of cash flow of the Parent for the most recent three fiscal years, including appropriate footnotes to such financial statements, for and as at the end of such fiscal years and the report of the independent auditors on the financial statements;	
 
 	(iv)	a description of the management and shareholders of the Parent, all material affiliate transactions and a description of all material debt instruments; and	
 
 	(v)	a description of material risk factors and material subsequent events;	
provided that the information described in (iv) and (v) may be provided in the footnotes to the audited financial statements;
 
 	(b)	within 60 days (75 days in the case of the first fiscal quarter after the Closing Date) after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports of the Parent containing the following information:	
 
 	(i)	the Parent’s unaudited condensed consolidated balance sheet as at the end of such quarter and unaudited condensed statements of income and cash flow for the most recent quarter and year to date periods ending on the unaudited condensed balance sheet date and the comparable prior year periods, together with condensed footnote disclosure;	
 
203

 	(ii)	pro forma income statement and balance sheet information of the Parent, together with explanatory footnotes, for any material acquisitions, dispositions or recapitalizations on a consolidated basis that have occurred since the beginning of the most recently completed fiscal quarter as to which such quarterly report relates (provided that such pro forma financial information will be provided only to the extent available without unreasonable expense);	
 
 	(iii)	information regarding the Parent and its consolidated subsidiaries with a level and type of detail that is substantially comparable in all material respects to information in the section of the Offering Circular entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Restricted Group”;	
 
 	(iv)	a discussion of changes in material debt instruments since the most recent report; and	
 
 	(v)	material subsequent events and any material changes to the risk factors in respect of any material debt instruments disclosed in the most recent annual or quarterly report;	
provided that the information described in paragraph (iii) and (iv) may be provided in the footnotes to the audited financial statements.
 
 	(c)	within the time periods specified for filing current reports on Form 8-K after the occurrence of each event that would have been required to be reported in a Current Report on Form 8-K under the Exchange Act if the Parent had been a reporting company under the Exchange Act, current reports containing substantially all of the information that would have been required to be contained in a Current Report on Form 8-K under the Exchange Act if the Parent had been a reporting company under the Exchange Act; provided that:	
 
 	(i)	no such current report will be required to be furnished if the Parent determines in its good faith judgment that such event is not material to the Lenders or the business, assets, operations, financial positions or prospects of the Parent and its Restricted Subsidiaries, taken as a whole;	
 
204

provided, further that that such reports:
 
 	(A)	will not be required to comply with Section 302 or Section 404 of the Sarbanes-Oxley Act of 2002, or related Items 307 and 308 of Regulation S-K promulgated by the SEC, or Items 301 or 302 of Regulation S-K, or Item 10(e) of Regulation S-K (with respect to any non-GAAP financial measures contained therein); and	
 
 	(B)	will not be required to contain the separate financial information for Guarantors contemplated by Rule 3-10 of Regulation S-X promulgated by the SEC (except that percentage disclosure of the revenues, assets and liabilities of the Guarantors and Non-Guarantors shall be included in the form provided in this offering circular).	
 
 	(d)	So long as any Commitment remains outstanding, the Parent will also:	
 
 	(i)	within 10 business days after furnishing to the Agent the annual and quarterly reports required by paragraph 1.1(a) and (b), hold a conference call with, amongst others, the Lenders to discuss such reports and the results of operations for the relevant reporting period; and	
 
 	(ii)	maintain a website (which may be password protected) to which the Lenders, amongst others, shall be given access and to which all of the reports and press releases required to be provided under this Schedule shall be posted.	
 
 	(e)	At any time that any of the Parent’s Subsidiaries are Unrestricted Subsidiaries and any such Unrestricted Subsidiary or a group of Unrestricted Subsidiaries, taken as a whole, constitutes a Significant Subsidiary of the Parent, then the quarterly and annual financial information required by this paragraph 1 will include, in addition to the information required in paragraph 1.1(a) and (b) above, the following:	
 
 	(i)	In the case of annual reports:	
 
 	(A)	the consolidated balance sheet of the Restricted Group as at the end of the most recent two fiscal years (only to the extent such fiscal year ends after January 1, 2012);	
 
 	(B)	consolidated income statements and statements of cash flow of the Restricted Group for the most recent three fiscal years (only to the extent such fiscal year ends after January 1, 2012), including appropriate footnotes to such financial statements, for and as at the end of such fiscal years; and	
 
 	(C)	information regarding the Restricted Group with a level and type of detail that is substantially comparable in all material respects to information in the section of the Offering Circular entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Restricted Group”.	
 
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 	(ii)	In the case of quarterly reports, information regarding the Restricted Group with a level and type of detail that is substantially comparable in all material respects to information in the section of the Offering Circular entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Restricted Group”. and	
 
 	(iii)	pro forma income statement and balance sheet information of the Restricted Group, together with explanatory footnotes, for any material acquisitions, dispositions or recapitalizations that have occurred since the beginning of the most recently completed fiscal year or quarter, as applicable.	
 
 	(f)	For purposes of this Schedule, an acquisition or disposition shall be deemed to be material if the entity or business acquired or disposed of represents greater than 20% of the Parent’s or the Restricted Group’s, as the case may be;	
 
 	(i)	Consolidated Net Income or Consolidated EBITDA for the most recent four quarters for which annual or quarterly financial reports have been delivered to the Agent; or	
 
 	(ii)	consolidated assets as of the last day of the most recent quarter for which annual or quarterly financial reports have been delivered to the Agent.	
 
2.	Certificate	
The Parent shall deliver to the Agent, within 120 days after the end of each fiscal year, an Officer’s Certificate indicating whether the signers thereof know of any Default that occurred during the previous year. The Parent is required to deliver to the Agent, within 30 days after the occurrence of a Default, written notice of any events of which they are aware which would constitute a Default, their status and what action the Parent is taking or proposes to take in respect thereof.
 
3.	Accounting Principles	
 
3.1	All financial statement information required pursuant to this Schedule shall be prepared in accordance with IFRS as in effect on the date of such report or financial statement (or otherwise on the basis of IFRS as then in effect) and on a consistent basis for the periods presented, except as may otherwise be described in such information; provided, however, that the reports set forth in paragraph 1.1(a) to (c) above may, in the event of a change in IFRS, present earlier periods on a basis that applied to such periods on a consistent basis for the periods presented, except as may otherwise be described in such information;	
 
206

3.2	All reports provided pursuant to this Schedule 14 ( Information Undertakings ) shall be	
 
 	(a)	in the English language; and	
 
 	(b)	not be required to contain any reconciliation to U.S. generally accepted accounting principles.	
 
4.	US Reporting Requirements	
 
4.1	In the event that;	
 
 	(a)	the Parent becomes subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, or elects to comply with such provisions, for so long as it continues to file the reports required by Section 13(a) with the SEC; or	
 
 	(b)	the Parent elects to provide to the Agent reports which, if filed with the SEC, would satisfy (in the good faith judgment of the Parent) the reporting requirements of Section 13(a) or 15(d) of the Exchange Act (other than the provision of U.S. GAAP information, certifications, exhibits or information as to internal controls and procedures), for so long as it elects,	
the Parent will make available to the Agent such annual reports, information, documents and other reports that the Parent is, or would be, required to file with the SEC pursuant to such Section 13(a) or 15(d).
 
4.2	Upon provision of the information in paragraph 4.1(a) and (b) to the Agent, the Parent will be deemed to have complied with the provisions contained in the preceding paragraphs.	
 
4.3	Nothing herein shall be construed so as to require the Parent to include in the foregoing reports any information specified in Rule 3-16 of Regulation S-X.	
 
5.	“Know your customer” checks	
 
5.1	If:	
 
 	(a)	the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;	
 
 	(b)	any change in the status of an Obligor or the composition of the shareholders of an Obligor after the date of this Agreement;	
 
 	(c)	a proposed assignment or transfer by a Lender of any of its rights and/or obligations under this Agreement to a party that is not a Lender prior to such assignment or transfer; or	
 
 	(d)	a proposed assignment or transfer by an Obligor of any of its rights and/or obligations under this Agreement to a party that is not an Obligor prior to such assignment or transfer,	
 
207

obliges the Agent or any Lender (or, in the case of paragraph (c) above, any prospective new Lender) to comply with know your customer or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in paragraph (c) above, on behalf of any prospective new Lender) in order for the Agent, such Lender or, in the case of the event described in paragraph (c) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary know your customer or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.
 
5.2	Each Lender shall promptly upon the request of the Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself) in order for the Agent to carry out and be satisfied it has complied with all necessary know your customer or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.	
 
5.3	The Parent shall, by not less than ten (10) Business Days’ prior written notice to the Agent, notify the Agent (which shall promptly notify the Lenders) of its intention to request that one of its Subsidiaries becomes an Additional Obligor pursuant to Clause 29 ( Changes to the Obligors ).	
 
5.4	Following the giving of any notice pursuant to paragraph 5.3 above, if the accession of such Additional Obligor obliges the Agent or any Lender to comply with know your customer or similar identification procedures in circumstances where the necessary information is not already available to it, the Parent shall promptly upon the request of the Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or any Lender (for itself or on behalf of any prospective new Lender) in order for the Agent or such Lender or any prospective new Lender to carry out and be satisfied it has complied with all necessary know your customer or other similar checks under all applicable laws and regulations pursuant to the accession of such Restricted Subsidiary to this Agreement as an Additional Obligor.	
 
6.	Additional Obligor Information Undertakings	
 
6.1	In the event that any Parent Company of the Parent becomes an Obligor, the Parent may satisfy its obligations in this Schedule 14 ( Information Undertakings ) with respect to financial information relating to such Parent Company by furnishing financial information relating to such Parent; provided that , to the extent it would be required by Rule 3-10 of Regulation S-X promulgated by the SEC, the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such Parent Company, on the one hand, and the information relating to the Parent and its Restricted Subsidiaries on a standalone basis, on the other hand.	
 
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6.2	Delivery of such reports, information and documents to the Agent pursuant to this Schedule is for informational purposes only, and the Agent’s receipt thereof shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Parent’s compliance with any of its covenants under this Agreement (as to which the Agent is entitled to certificates).	
 
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SCHEDULE 15
General Undertakings
 
1.	Incurrence of Indebtedness	
 
1.1	The Parent will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (including Acquired Indebtedness), provided that:	
 
 	(a)	the Parent and any of the Restricted Subsidiaries may Incur Indebtedness if on the date of such Incurrence and after giving pro forma effect thereto (including pro forma application of the proceeds thereof), the Fixed Charge Coverage Ratio for the Parent and its Restricted Subsidiaries is greater than 2.00 to 1.00; and	
 
 	(b)	Non-Guarantors may not Incur Indebtedness under paragraph (a) above if, after giving pro forma effect to such Incurrence (including a pro forma application of the net proceeds therefrom), more than an aggregate of $30 million of Indebtedness of Non-Guarantors would be outstanding pursuant to this sub-paragraph (b) at such time.	
 
1.2	Notwithstanding paragraph 1.1 above, the Incurrence of the following Indebtedness shall be permitted (collectively, “ Permitted Debt ”):	
 
 	(a)	Indebtedness Incurred pursuant to any Credit Facilities (which for the avoidance of doubt includes this Agreement and letters of credit or bankers’ acceptances issued or created under any Credit Facility which shall be deemed to have a principal amount equal to the face amount thereof), and any Refinancing Indebtedness in respect thereof and any guarantee provided in respect of such Indebtedness in a maximum aggregate principal amount at any time outstanding not exceeding the sum of:	
 
 	(i)	the greater of (a) $65.0 million or (b) 7.5% of Total Assets; plus	
 
 	(ii)	(in the case of any refinancing of any Indebtedness permitted under this paragraph or any portion thereof), the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses Incurred in connection with such refinancing;	
 
 	(b)	guarantees by the Parent or any Restricted Subsidiary of Indebtedness of the Parent or any Restricted Subsidiary so long as the Incurrence of such Indebtedness is permitted under the terms of this Agreement;	
 
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 	(c)	Indebtedness of the Parent owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owing to and held by the Parent or any Restricted Subsidiary; provided, however, that :	
 
 	(i)	any subsequent issuance or transfer of Capital Stock or any other event which results in any such Indebtedness being beneficially held by a Person other than the Parent or a Restricted Subsidiary of the Parent; and	
 
 	(ii)	any sale or other transfer of any such Indebtedness to a Person other than the Parent or a Restricted Subsidiary of the Parent or an Obligor,	
shall be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Parent or such Restricted Subsidiary or the Obligor, as the case may be;
provided, further, that any such Indebtedness owing by the Parent or an Obligor to a Non-Obligor is expressly subordinated in right of payment to (x) the Notes or such Restricted Subsidiary’s Note Guarantee and (y) this Agreement or the Secured Obligations, as the case may be;
 
 	(d)	Indebtedness represented by:	
 
 	(i)	the Notes (other than any Additional Notes), including any Note Guarantee thereof,	
 
 	(ii)	any Indebtedness (other than Indebtedness Incurred pursuant to paragraphs (a) and (b)) of the Parent and its Restricted Subsidiaries outstanding on the Closing Date,	
 
 	(iii)	Refinancing Indebtedness Incurred by the Parent or any Restricted Subsidiary in respect of any Indebtedness described in this paragraph (d) or paragraphs (e) (g), (j), (k) or (n) of this paragraph 1.2 or Incurred pursuant to paragraph 1.1, and	
 
 	(iv)	Management Advances;	
 
 	(e)	(x) Indebtedness of the Parent or any of its Restricted Subsidiaries Incurred or issued to finance an acquisition, (y) Acquired Indebtedness that is assumed in connection with the acquisition of assets from a Person or of Persons that are merged into or consolidated with or otherwise combined with the Parent or a Restricted Subsidiary of the Parent in accordance with the terms of this Agreement or (z) Acquired Indebtedness of a Person or any of its Subsidiaries existing at the time such Person becomes as Restricted Subsidiary (provided that, in the case of (z), the only obligors with respect to such Indebtedness shall be those Persons who were obligors of such Indebtedness prior to such Person becoming a Restricted Subsidiary, on the date of consummation of such acquisition, merger, consolidation or other combination);	
provided that after giving effect to such Incurrence, issuance, assumption, merger, consolidation, combination or acquisition, either
 
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 	(ii)	the Parent would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test in paragraph 1.1 above; or	
 
 	(iii)	the Fixed Charge Coverage Ratio of the Parent and the Restricted Subsidiary would not be lower than immediately prior to such acquisition, merger or consolidation;	
 
 	(f)	Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes);	
 
 	(g)	Indebtedness represented by Capitalized Lease Obligations or Purchase Money Obligations in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this paragraph and then outstanding, does not exceed the greater of:	
 
 	(i)	$30.0 million and	
 
 	(ii)	4.25% of Total Assets at the time of Incurrence and any Refinancing Indebtedness in respect thereof;	
 
 	(h)	Indebtedness in respect of:	
 
 	(i)	workers’ compensation claims, self-insurance obligations, performance, indemnity, surety, judgment, appeal, advance payment, customs, value added or other tax or other guarantees or other similar bonds, instruments or obligations and completion guarantees and warranties provided by the Parent or a Restricted Subsidiary or relating to liabilities, obligations or guarantees Incurred in the ordinary course of business (in each case other than for an obligation for money borrowed);	
 
 	(ii)	the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of Incurrence;	
 
 	(iii)	customer deposits and advance payments received in the ordinary course of business from customers for goods or services purchased in the ordinary course of business;	
 
 	(iv)	letters of credit, bankers’ acceptances, guarantees or other similar instruments or obligations issued or relating to liabilities or obligations Incurred in the ordinary course of business (in each case other than for an obligation for money borrowed); and	
 
 	(v)	any customary cash management, cash pooling or netting or setting off arrangements in the ordinary course of business;	
 
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 	(i)	Indebtedness arising from agreements providing for guarantees, indemnification, obligations in respect of earn-outs or other adjustments of purchase price or, in each case, similar obligations, in each case, Incurred or assumed in connection with the acquisition or disposition of any business or assets or Person or any Capital Stock of a Subsidiary (other than the guarantee of Indebtedness Incurred by any Person acquiring or disposing of such business or assets or such Subsidiary for the purpose of financing such acquisition or disposition); provided that the maximum liability of the Parent and its Restricted Subsidiaries in respect of all such Indebtedness in connection with a disposition shall at no time exceed the gross proceeds, including the fair market value of non-cash proceeds (measured at the time received and without giving effect to any subsequent changes in value), actually received by the Parent and its Restricted Subsidiaries in connection with such disposition;	
 
 	(j)	Indebtedness in an aggregate outstanding principal amount which, when taken together with any Refinancing Indebtedness in respect thereof and the principal amount of all other Indebtedness Incurred pursuant to this paragraph and then outstanding, will not exceed 100% of the Net Cash Proceeds received by the Parent from the issuance or sale (other than to a Restricted Subsidiary) of its Capital Stock (other than Disqualified Stock, Designated Preferred Stock or an Excluded Contribution) or otherwise contributed to the equity of the Parent (other than through the issuance of Disqualified Stock, Designated Preferred Stock or an Excluded Contribution), in each case, subsequent to the Closing Date; provided that	
 
 	(i)	any such Net Cash Proceeds that are so received or contributed shall not increase the amount available for making Restricted Payments pursuant to paragraph 2 ( Restricted Payments ) to the extent the Parent and its Restricted Subsidiaries Incur Indebtedness in reliance thereon; and	
 
 	(ii)	any Net Cash Proceeds that are so received or contributed shall be excluded for purposes of Incurring Indebtedness pursuant to this paragraph to the extent the Parent or any of its Restricted Subsidiaries make a Restricted Payment pursuant to paragraph 2 ( Restricted Payments ) based on such Net Cash Proceeds;	
 
 	(k)	Indebtedness of Non-Guarantors in an aggregate amount not to exceed the greater of:	
 
 	(i)	$25.0 million; and	
 
 	(ii)	3.5% of Total Assets at any time outstanding and any Refinancing Indebtedness in respect thereof;	
 
 	(l)	Indebtedness consisting of promissory notes issued by the Parent or any of its Subsidiaries to any current or former employee, director or consultant of the	
 
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 	Parent, any of its Subsidiaries or any of its Parent Companies (or permitted transferees, assigns, estates, or heirs of such employee, director or consultant), to finance the purchase or redemption of Capital Stock of the Parent or any of its Parent Companies that is permitted by paragraph 2 ( Restricted Payments );	
 
 	(m)	Indebtedness of the Parent or any of its Restricted Subsidiaries consisting of;	
 
 	(i)	the financing of insurance premiums; or	
 
 	(ii)	take-or-pay obligations contained in supply arrangements, in each case Incurred in the ordinary course of business; and	
 
 	(n)	Indebtedness in an aggregate outstanding principal amount which, when taken together with any Refinancing Indebtedness in respect thereof and the principal amount of all other Indebtedness Incurred pursuant to this sub-paragraph (n) and then outstanding, will not exceed the greater of:	
 
 	(i)	$50.0 million; and	
 
 	(ii)	7.0% of Total Assets.	
 
1.3	For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to, and in compliance with, this covenant:	
 
 	(a)	in the event that all or any portion of any item of Indebtedness meets the criteria of more than one of the types of Indebtedness described in paragraph 1.1 and paragraph 1.2 above, the Parent, in its sole discretion, will classify, and may from time to time reclassify, such item of Indebtedness and only be required to include the amount and type of such Indebtedness in one of the sub-paragraphs of paragraph 1.1 or paragraph 1.2;	
 
 	(b)	additionally, all or any portion of any item of Indebtedness may later be reclassified as having been Incurred pursuant to any type of Indebtedness described in paragraphs 1.1 or 1.2 so long as such Indebtedness is permitted to be Incurred pursuant to such provision and any related Liens are permitted to be Incurred at the time of reclassification;	
 
 	(c)	the guaranteeing of, or obligations in respect of letters of credit, bankers’ acceptances or other similar instruments relating to, or Liens securing, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included;	
 
 	(d)	if obligations in respect of letters of credit, bankers’ acceptances or other similar instruments are Incurred pursuant to any Credit Facility and are being treated as Incurred pursuant to sub-paragraphs (a), (g), (j), (k) or (n) of paragraph 1.2 or paragraph 1.1 above and the letters of credit, bankers’ acceptances or other similar instruments relate to other Indebtedness, then such other Indebtedness shall not be included;	
 
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 	(e)	the principal amount of any Disqualified Stock of the Parent or a Restricted Subsidiary, or Preferred Stock of a Restricted Subsidiary, will be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof;	
 
 	(f)	Indebtedness permitted by this paragraph 1 ( Incurrence of Indebtedness ) need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Indebtedness; and	
 
 	(g)	the amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined on the basis of IFRS.	
 
1.4	Accrual of interest, accrual of dividends, the accretion of accreted value, the accretion or amortization of original issue discount, the payment of interest in the form of additional Indebtedness with the same terms, the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock of the same class or the reclassification of commitments or obligations not treated as Indebtedness due to a change in IFRS, will not be deemed to be an Incurrence of Indebtedness for purposes this paragraph 1 ( Incurrence of Indebtedness );	
 
1.5	The amount of any Indebtedness outstanding as of any date shall be:	
 
 	(a)	the accreted value thereof in the case of any Indebtedness issued with original issue discount; and	
 
 	(b)	the principal amount or liquidation preference thereof, in the case of any other Indebtedness.	
 
1.6	If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary of the Parent as of such date (and, if such Indebtedness is not permitted to be Incurred as of such date under this paragraph 1 ( Incurrence of Indebtedness ) the Parent shall be in default of this paragraph 1 ( Incurrence of Indebtedness ).	
 
1.7	Notwithstanding any other provision of this paragraph 1 ( Incurrence of Indebtedness ), the maximum amount of Indebtedness that the Parent or a Restricted Subsidiary may Incur pursuant to this paragraph 1 ( Incurrence of Indebtedness ) shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.	
 
1.8	The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the date of such refinancing.	
 
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1.9	The Parent shall not, and will not permit any Obligor to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Parent or such Obligor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to (x) the Notes or such Obligor’s Note Guarantee (as applicable) and (y) this Agreement and the other Finance Documents in relation to both (x) and (y) to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Parent or such Obligor, as the case may be.	
 
1.10	For the purposes of this paragraph 1 ( Incurrence of Indebtedness ):	
 
 	(a)	unsecured Indebtedness shall not be treated as subordinated or junior to Secured Indebtedness merely because it is unsecured; and	
 
 	(b)	senior Indebtedness shall not be treated as subordinated or junior to any other senior Indebtedness merely because it has a junior priority with respect to the same collateral or is secured by different collateral.	
 
2.	Restricted Payments	
 
2.1	The Parent will not, and will not permit any of its Restricted Subsidiaries, directly or indirectly, to:	
 
 	(a)	declare or pay any dividend or make any distribution on or in respect of the Parent’s or any Restricted Subsidiary’s Capital Stock (including any payment in connection with any merger or consolidation involving the Parent or any of its Restricted Subsidiaries) except:	
 
 	(i)	dividends or distributions payable in Capital Stock of the Parent (other than Disqualified Stock) or in options, warrants or other rights to purchase such Capital Stock of the Parent; and	
 
 	(ii)	dividends or distributions payable to the Parent or a Restricted Subsidiary (and, in the case of any such Restricted Subsidiary making such dividend or distribution, to holders of its Capital Stock other than the Parent or another Restricted Subsidiary on no more than a pro rata basis);	
 
 	(b)	purchase, redeem, retire or otherwise acquire for value any Capital Stock of the Parent or any Parent Company of the Parent held by Persons other than the Parent or a Restricted Subsidiary of the Parent;	
 
 	(c)	purchase, repurchase, redeem, defease or otherwise acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated Indebtedness, other than;	
 
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 	(i)	any such purchase, repurchase, redemption, defeasance or other acquisition or retirement in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case, due within one year of the date of purchase, repurchase, redemption, defeasance or other acquisition or retirement and	
 
 	(ii)	any Indebtedness Incurred pursuant to sub-paragraph (c) of paragraph 1.2 above; or	
 
 	(d)	make any Restricted Investment;	
(any such dividend, distribution, purchase, redemption, repurchase, defeasance, other acquisition, retirement or Restricted Investment referred to in paragraph (a) to (d) above are referred to in this paragraph 2.1 ( Restricted Payments ) herein as a “ Restricted Payment ”), if at the time the Parent or such Restricted Subsidiary makes such Restricted Payment:
 
 	(i)	a Default shall have occurred and be continuing (or would result immediately thereafter therefrom);	
 
 	(ii)	the Parent is not able to Incur an additional $1.00 of Indebtedness pursuant to paragraph 1.1 above after giving effect, on a pro forma basis, to such Restricted Payment; or	
 
 	(iii)	the aggregate amount of such Restricted Payment and all other Restricted Payments made subsequent to the Closing Date (including Permitted Payments permitted below by paragraph 2.2(a) (without duplication of a Restricted Payment represented by the declaration of a dividend or distribution), (f), (j) and (k), but excluding all other Restricted Payments permitted by the next succeeding paragraph) would exceed the sum of (without duplication):	
 
 	(A)	50% of Consolidated Net Income for the period (treated as one accounting period) from the first day of the first fiscal quarter commencing January 1, 2013 to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment for which internal consolidated financial statements of the Parent are available (or, in the case such Consolidated Net Income is a deficit, minus 100% of such deficit);	
 
 	(B)	100% of the aggregate Net Cash Proceeds, and the fair market value of property or assets or marketable securities, received by the Parent from the issue or sale of its Capital Stock (other than Disqualified Stock or Designated Preferred Stock) or as a result of a merger or consolidation (the consideration for which is Capital Stock of the Parent) with another Person subsequent to the Closing	
 
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 	Date or otherwise contributed to the equity (other than through the issuance of Disqualified Stock or Designated Preferred Stock) of the Parent subsequent to the Closing Date, other than (w) Net Cash Proceeds or property or assets or marketable securities received from an issuance or sale of such Capital Stock to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Parent or any Subsidiary of the Parent for the benefit of its employees to the extent funded by the Parent or any Restricted Subsidiary, (x) Net Cash Proceeds to the extent such Net Cash Proceeds have been used to Incur Indebtedness pursuant to sub-paragraph (j) of paragraph 1.2 above, (y) Net Cash Proceeds or property or assets or marketable securities to the extent that any Restricted Payment has been made from such proceeds in reliance on paragraph 2.2(f) below, and (z) Excluded Contributions;	
 
 	(C)	100% of the aggregate Net Cash Proceeds, and the fair market value of property or assets or marketable securities, received by the Parent or any Restricted Subsidiary from the issuance or sale (other than to the Parent or a Restricted Subsidiary of the Parent or an employee stock ownership plan or trust established by the Parent or any Subsidiary of the Parent for the benefit of their employees to the extent funded by the Parent or any Restricted Subsidiary) by the Parent or any Restricted Subsidiary subsequent to the Closing Date of any Indebtedness, Disqualified Stock or Designated Preferred Stock that has been converted into or exchanged for Capital Stock of the Parent (other than Disqualified Stock or Designated Preferred Stock) plus, without duplication, the amount of any cash, and the fair market value of property or assets or marketable securities, received by the Parent or any Restricted Subsidiary upon such conversion or exchange;	
 
 	(D)	100% of the aggregate amount received in cash and the fair market value of marketable securities or other property received by means of:	
 
 	(1)	the sale or other disposition (other than to the Parent or a Restricted Subsidiary) of Restricted Investments made by the Parent or its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Parent or its Restricted Subsidiaries and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments by the Parent or its Restricted Subsidiaries, in each case after the Closing Date; or	
 
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 	(2)	the sale (other than to the Parent or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than in each case to the extent of the amount of the Investment in such Unrestricted Subsidiary made by the Parent or a Restricted Subsidiary pursuant to paragraph 2.2(j) or (n) or to the extent of the amount of the Investment that constituted a Permitted Investment) or a dividend from an Unrestricted Subsidiary after the Closing Date; and	
 
 	(E)	in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger or consolidation of an Unrestricted Subsidiary into the Parent or a Restricted Subsidiary or the transfer of all or substantially all of the assets of an Unrestricted Subsidiary to the Parent or a Restricted Subsidiary after the Closing Date, the fair market value of the Investment in such Unrestricted Subsidiary (or the assets transferred), as determined in good faith by the Parent at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger or consolidation or transfer of assets (after taking into consideration any Indebtedness associated with the Unrestricted Subsidiary so designated or merged or consolidated or Indebtedness associated with the assets so transferred), other than to the extent of the amount of the Investment in such Unrestricted Subsidiary made by the Parent or a Restricted Subsidiary pursuant to paragraph 2.2(j) or (n) or to the extent of the amount of the Investment that constituted a Permitted Investment.	
 
2.2	The foregoing provisions will not prohibit any of the following (collectively, “ Permitted Payments ”):	
 
 	(a)	the payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Agreement or the redemption, repurchase or retirement of Indebtedness if, at the date of any irrevocable redemption notice, such payment would have complied with the provisions of this Agreement;	
 
 	(b)	any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Capital Stock or Subordinated Indebtedness of the Parent or any Restricted Subsidiary made by exchange (including any such exchange pursuant to the exercise of a conversion right or privilege in connection with which cash is paid in lieu of the issuance of fractional shares) for, or out of the net proceeds of the substantially concurrent sale of, Capital Stock of the Parent (other than Disqualified Stock or Designated Preferred Stock) or a substantially concurrent contribution to the equity (other than through the issuance of Disqualified Stock	
 
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 	or Designated Preferred Stock or through an Excluded Contribution) of the Parent (“ Refunding Capital Stock ”); provided that to the extent so applied, the Net Cash Proceeds, or fair market value of property or assets or of marketable securities, from such sale of Capital Stock or such contribution will be excluded from paragraph 2.1(iii);	
 
 	(c)	any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Indebtedness made by exchange for, or out of the proceeds of the substantially concurrent sale of, Refinancing Indebtedness permitted to be Incurred pursuant to paragraph 1 ( Incurrence of Indebtedness ) above;	
 
 	(d)	any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Preferred Stock of the Parent or a Restricted Subsidiary made by exchange for or out of the proceeds of the substantially concurrent sale of Preferred Stock of the Parent or a Restricted Subsidiary, as the case may be, that, in each case, is permitted to be Incurred pursuant to paragraph 1 ( Incurrence of Indebtedness ) above;	
 
 	(e)	any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Indebtedness or Disqualified Stock or Preferred Stock of a Restricted Subsidiary:	
 
 	(i)	from Net Available Cash to the extent permitted under paragraph 5 ( Sales of Assets and Subsidiary Stock ) below, but only if the Parent shall have first complied with the terms described under paragraph 5 ( Sales of Assets and Subsidiary Stock ) of this Schedule 15 and (to the extent applicable) purchased all Notes tendered pursuant to any offer to repurchase all the Notes required thereby, prior to purchasing, repurchasing, redeeming, defeasing or otherwise acquiring or retiring such Subordinated Indebtedness, Disqualified Stock or Preferred Stock; or	
 
 	(ii)	to the extent required by the agreement governing such Subordinated Indebtedness, Disqualified Stock or Preferred Stock, following the occurrence of a Change of Control (or other similar event described therein as a “change of control”), but only if the Parent shall have first complied with the terms of Clause 12.1 ( Exit ), prior to purchasing, repurchasing, redeeming, defeasing or otherwise acquiring or retiring such Subordinated Indebtedness, Disqualified Stock or Preferred Stock; or	
 
 	(iii)	consisting of Acquired Indebtedness;	
 
 	(f)	a Restricted Payment to pay for the repurchase, redemption or other acquisition or retirement for value of Capital Stock (other than Disqualified Stock) of the Parent or any of its Parent Companies held by any future, present or former employee, director or consultant of the Parent, any of its Subsidiaries or any of its Parent	
 
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 	Companies (or permitted transferees, assigns, estates, trusts or heirs of such employee, director or consultant) either pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment or directorship; provided, however, that the aggregate Restricted Payments made under this paragraph do not exceed $7.5 million in any fiscal year (with unused amounts in any fiscal year being carried over to succeeding fiscal years subject to a maximum of $15.0 million in any fiscal year); provided further that such amount in any fiscal year may be increased by an amount not to exceed:	
 
 	(i)	the cash proceeds from the sale of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Parent and, to the extent of the cash contributed to the capital of the Parent (other than through the issuance of Disqualified Stock or Designated Preferred Stock or an Excluded Contribution), Capital Stock of any Parent Company, in each case to members of management, directors or consultants of the Parent, any of its Subsidiaries or any of its Parent Companies that occurred after the Closing Date, to the extent the cash proceeds from the sale of such Capital Stock have not otherwise been applied to the payment of Restricted Payments by virtue of paragraph 2.1(iii) above; plus	
 
 	(ii)	the cash proceeds of key man life insurance policies received by the Parent and its Restricted Subsidiaries after the Closing Date; less	
 
 	(iii)	the amount of any Restricted Payments made in previous fiscal years pursuant to subparagraphs (i) and (ii) of this sub-paragraph (f);	
and provided further that cancellation of Indebtedness owing to the Parent or any Restricted Subsidiary from members of management, directors, employees or consultants of the Parent, any Parent Company or any of its Restricted Subsidiaries in connection with a repurchase of Capital Stock of the Parent or any of its Parent Companies will not be deemed to constitute a Restricted Payment for purposes of this paragraph 2 or any other provision of this Agreement;
 
 	(g)	the declaration and payment of dividends on Disqualified Stock or Preferred Stock of a Restricted Subsidiary, Incurred in accordance with paragraph 1 ( Incurrence of Indebtedness ) above;	
 
 	(h)	purchases, repurchases, redemptions, defeasances or other acquisitions or retirements of Capital Stock deemed to occur upon the exercise of stock options, warrants or other rights in respect thereof if such Capital Stock represents a portion of the exercise price thereof;	
 
 	(i)	dividends, loans, advances or distributions to any Parent Company or other payments by the Parent or any Restricted Subsidiary to any Parent Company in amounts equal to (without duplication):	
 
 	(i)	the amounts required for any Parent Company to pay any Parent Expenses or any Related Taxes; or	
 
 	(ii)	amounts constituting or to be used for purposes of making payments to the extent specified in paragraph 6.3 (b), (c), (e) and (m);	
 
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 	(j)	the declaration and payment by the Parent of, dividends on the common stock or common equity interests of the Parent (or payments of dividends to any Parent Company to fund payments of dividends on such entity’s common stock or common equity interests) following the consummation of a public offering of the common stock or common equity interests of the Parent or any Parent Company after the Closing Date, in an amount not to exceed 6% of the proceeds received by or contributed to the Parent in or from any public offering in any fiscal year, other than public offerings with respect to common stock or common equity interests registered on Form S-4 and S-8 and other than any public offering constituting an Excluded Contribution;	
 
 	(k)	payments by the Parent, or loans, advances, dividends or distributions to any Parent Company to make payments, to holders of Capital Stock of the Parent or any Parent Company in lieu of the issuance of fractional shares of such Capital Stock, provided, however, that any such payment, loan, advance, dividend or distribution shall not be for the purpose of evading any limitation of this covenant or otherwise to facilitate any dividend or other return of capital to the holders of such Capital Stock (as determined in good faith by the Board of Directors);	
 
 	(l)	Restricted Payments in an aggregate amount not to exceed the aggregate amount of Excluded Contributions previously received by the Parent;	
 
 	(m)	(x) the declaration and payment of dividends on Designated Preferred Stock of the Parent issued after the Closing Date; and (y) the declaration and payment of dividends on Refunding Capital Stock that is Preferred Stock; provided, however, that;	
 
 	(i)	in the case of paragraph (x) above, the amount of all dividends declared or paid pursuant to this paragraph shall not exceed the Net Cash Proceeds received by the Parent or the aggregate amount contributed in cash to the equity (other than through the issuance of Disqualified Stock or an Excluded Contribution of the Parent) from the issuance or sale of such Designated Preferred Stock; and provided further that ;	
 
 	(ii)	in the case of paragraph (y) above, that for the most recently ended four consecutive fiscal quarters for which internal consolidated financial statements of the Parent are available immediately preceding the date of issuance of such Refunding Capital Stock, after giving effect to such issuance on a pro forma basis the Parent would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the test set out in paragraph 1 ( Incurrence of Indebtedness );	
 
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 	(n)	dividends or other distributions of Capital Stock of, or Indebtedness owed to the Parent or a Restricted Subsidiary by, Unrestricted Subsidiaries (unless the Unrestricted Subsidiary’s principal asset is cash and Cash Equivalents);	
 
 	(o)	distributions or payments of Securitization Fees and other transfers of Securitization Assets and purchases of Securitization Assets pursuant to a Securitization Repurchase Obligation, in each case in connection with a Qualified Securitization Financing;	
 
 	(p)	any Restricted Payment made in connection with the Transactions and the fees and expenses related thereto or used to fund amounts owed to Affiliates (including dividends to any Parent Company to permit payment by such Parent of such amounts) to the extent permitted by paragraph 6 ( Transactions with Affiliates );	
 
 	(q)	so long as no Default or Event of Default has occurred and is continuing (or would result from), Restricted Payments (including loans or advances) in an aggregate amount outstanding at the time made not to exceed the greater of $30.0 million and 4.25% of Total Assets at the time made; and	
 
 	(r)	mandatory redemptions of Disqualified Stock which stock was originally issued as a Restricted Payment or as consideration for a Permitted Investment.	
 
2.3	For purposes of determining compliance with this paragraph 2 ( Restricted Payments ), in the event that a Restricted Payment when made, met the criteria of more than one of the categories of Permitted Payments described in paragraph 2.2 above, or was permitted pursuant to paragraph 2.1, the Parent will be entitled to classify such Restricted Payment (or portion thereof) on the date of its payment or later reclassify such Restricted Payment (or portion thereof) in any manner that complies with this paragraph 2 ( Restricted Payments ).	
 
2.4	The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of such Restricted Payment of the asset(s) or securities proposed to be paid, transferred or issued by the Parent or such Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment. The fair market value of any cash Restricted Payment shall be its face amount, and the fair market value of any non-cash Restricted Payment, property or assets other than cash shall be determined conclusively by the Board of Directors of the Parent acting in good faith.	
 
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3.	Limitation on Liens	
 
3.1	The Parent will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, Incur or permit to exist any Lien (other than Permitted Collateral Liens) upon any of the Charged Property.	
 
3.2	The Parent will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, Incur or permit to exist any Lien (other than Permitted Liens) upon any of its property or assets (including Capital Stock of a Restricted Subsidiary of the Parent) that do not constitute Charged Property, whether owned on the Closing Date or acquired after that date, which Lien secures any Indebtedness (such Lien, the “ Initial Lien ”), without effectively providing that the Secured Obligations shall be secured equally and ratably with (or prior to) the obligations so secured for so long as such obligations are so secured.	
 
3.3	Any Lien created for the benefit of the Finance Parties pursuant to paragraph 3.2 shall provide by its terms that such Lien shall be automatically and unconditionally released and discharged upon the release and discharge of the Initial Lien.	
 
3.4	Any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the Incurrence of such Indebtedness shall also be permitted to secure any Increased Amount with respect to such Indebtedness. The “ Increased Amount ” of any Indebtedness shall mean any increase in the amount of such Indebtedness as a result of any accrual of interest, any accretion of accreted value or liquidation preference, any amortisation of original issue discount, any fluctuations in the exchange rate of currencies, the payment of interest in the form of additional Indebtedness with the same terms or the payment of dividends on Preferred Stock in the form of additional shares the same class.	
 
4.	Limitation on Restrictions on Distributions from Restricted Subsidiaries	
 
4.1	The Parent will not, and will not permit any Restricted Subsidiary to, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary to:	
 
 	(a)	pay dividends or make any other distributions in cash or otherwise on its Capital Stock or pay any Indebtedness or other obligations owed to the Parent or any Restricted Subsidiary;	
 
 	(b)	make any loans or advances to the Parent or any Restricted Subsidiary; or	
 
 	(c)	sell, lease or transfer any of its property or assets to the Parent or any Restricted Subsidiary;	
provided that (x) the priority of any Preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common stock or other common equity interests and (y) the subordination of (including the application
 
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of any standstill requirements to) loans or advances made to the Parent or any Restricted Subsidiary to other Indebtedness Incurred by the Parent or any Restricted Subsidiary shall not be deemed to constitute such an encumbrance or restriction.
 
4.2	Paragraph 4.1 will not prohibit:	
 
 	(a)	any encumbrance or restriction pursuant to (A) any Credit Facility or (B) any other agreement or instrument, in each case, in effect at or entered into on the Closing Date;	
 
 	(b)	any encumbrance or restriction pursuant to the Finance Documents, the Indenture, the Notes, the Note Guarantees, any security documents creating security in favour of the Notes and the Transaction Security Documents;	
 
 	(c)	any encumbrance or restriction pursuant to an agreement or instrument of a Person or relating to any Capital Stock or Indebtedness of a Person, entered into on or before the date on which such Person was acquired by or merged, consolidated or otherwise combined with or into the Parent or any Restricted Subsidiary, or was designated as a Restricted Subsidiary or on which such agreement or instrument is assumed by the Parent or any Restricted Subsidiary in connection with an acquisition of assets (other than Capital Stock issued or Indebtedness Incurred as consideration in, or to provide all or any portion of the funds utilised to consummate, the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was acquired by the Parent or was merged, consolidated or otherwise combined with or into the Parent or any Restricted Subsidiary or entered into in contemplation of or in connection with such transaction) and outstanding on such date ; provided that,	
 
 	(i)	for the purposes of this paragraph, if another Person is the Successor Parent, any Subsidiary thereof or agreement or instrument of such Person or any such Subsidiary shall be deemed acquired or assumed by the Parent or any Restricted Subsidiary when such Person becomes the Successor Parent; provided, further that	
 
 	(ii)	such encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person and its Subsidiaries, or the properties or assets of the Person and its Subsidiaries, so acquired;	
 
 	(d)	any encumbrance or restriction:	
 
 	(i)	that restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar contract or agreement, or the assignment or transfer of any lease, license or other contract or agreement;	
 
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 	(ii)	contained in mortgages, pledges, charges or other security agreements permitted under this Agreement or securing Indebtedness of the Parent or a Restricted Subsidiary permitted under this Agreement to the extent such encumbrances or restrictions restrict the transfer or encumbrance of the property or assets subject to such mortgages, pledges, charges or other security agreements; or	
 
 	(iii)	pursuant to customary provisions restricting dispositions of real property interests set forth in any reciprocal easement agreements of the Parent or any Restricted Subsidiary;	
 
 	(e)	any encumbrance or restriction pursuant to Purchase Money Obligations and Capitalized Lease Obligations permitted under this Agreement, in each case, that impose encumbrances or restrictions on the property so acquired;	
 
 	(f)	any encumbrance or restriction imposed pursuant to an agreement entered into for the direct or indirect sale or disposition to a Person of all or substantially all the Capital Stock or assets of the Parent or any Restricted Subsidiary (or the property or assets that are subject to such restriction) pending the closing of such sale or disposition;	
 
 	(g)	customary provisions in leases, licenses, joint venture agreements and other similar agreements and instruments;	
 
 	(h)	encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order, or required by any regulatory authority;	
 
 	(i)	any encumbrance or restriction on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary course of business;	
 
 	(j)	any encumbrance or restriction pursuant to Hedging Obligations;	
 
 	(k)	other Indebtedness, Disqualified Stock or Preferred Stock of Non-Guarantors permitted to be Incurred or issued subsequent to the Closing Date pursuant to the provisions of the covenant in paragraph 1 ( Incurrence of Indebtedness ) that impose restrictions solely on the Non-Guarantors party thereto or their Subsidiaries;	
 
 	(l)	restrictions created in connection with any Qualified Securitization Financing that, in the good faith determination of the Parent, are necessary or advisable to effect such Securitization Facility;	
 
 	(m)	any encumbrance or restriction arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be Incurred subsequent to the Closing Date pursuant to paragraph 1 ( Incurrence of Indebtedness ) of this Schedule if the Parent determines at the time of issuance of such Indebtedness that such encumbrances or restrictions will not adversely affect, in any material respect, the	
 
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 	Parent’s ability to (x) make principal or interest payments on the Notes; (y) make principal or interest payments due and payable under this Agreement or (z) such encumbrance or restriction applies only during the continuance of a default relating to such Indebtedness;	
 
 	(n)	any encumbrance or restriction existing by reason of any lien permitted under paragraph 3 ( Limitation on Liens ) of this Schedule; or	
 
 	(o)	any encumbrance or restriction pursuant to an agreement or instrument effecting a refinancing of Indebtedness Incurred pursuant to, or that otherwise refinances, an agreement or instrument referred to in paragraphs 4.2(a) to (n) above or this sub- paragraph 4.2(o) (an “ Initial Agreement ”) or contained in any amendment, supplement or other modification to an agreement referred to in paragraphs 4.2(a) to (n) above or this sub-paragraph (o); provided, however, that the encumbrances and restrictions with respect to such Restricted Subsidiary contained in any such agreement or instrument are no less favorable in any material respect to the Finance Parties taken as a whole than the encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to which such refinancing or amendment, supplement or other modification relates (as determined in good faith by the Parent).	
 
5.	Sales of Assets and Subsidiary Stock	
 
5.1	The Parent will not, and will not permit any of its Restricted Subsidiaries to, make any Asset Disposition unless:	
 
 	(a)	the Parent or such Restricted Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith by the Board of Directors of the Parent, of the shares and assets subject to such Asset Disposition (including, for the avoidance of doubt, if such Asset Disposition is a Permitted Asset Swap);	
 
 	(b)	in any such Asset Disposition, or series of related Asset Dispositions (except to the extent the Asset Disposition is a Permitted Asset Swap), at least 75% of the consideration from such Asset Disposition (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) received by the Parent or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; and	
 
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 	(c)	an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by the Parent or such Restricted Subsidiary, as the case may be:	
 
 	(i)	to the extent the Parent or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness),	
 
 	(A)	to prepay, repay or purchase any Indebtedness of a Non-Guarantor or that is secured by a Lien (in each case, other than Indebtedness owed to the Parent or any Restricted Subsidiary) or any Payment Priority Obligations (or any Refinancing Indebtedness in respect thereof) within 365 days from the later of (x) the date of such Asset Disposition and (y) the receipt of such Net Available Cash; provided, however, that , in connection with any prepayment, repayment or purchase of Indebtedness pursuant to this paragraph 5.1(c)(i)(A), the Parent or such Restricted Subsidiary will cause the Indebtedness to be reduced in an amount equal to the principal amount so prepaid, repaid or purchased; or	
 
 	(B)	to prepay, repay or purchase Pari Passu Indebtedness; or	
 
 	(ii)	to the extent the Parent or such Restricted Subsidiary elects, to invest in or commit to invest in Additional Assets (including by means of an investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Parent or another Restricted Subsidiary) within 365 days from the later of (x) the date of such Asset Disposition and (y) the receipt of such Net Available Cash; provided, however, that any such reinvestment in Additional Assets made pursuant to a definitive binding agreement or a commitment approved by the Board of Directors of the Parent that is executed or approved within such time will satisfy this requirement, so long as such investment is consummated within 180 days of such 365th day; and	
 
 	(d)	if such Asset Disposition involves the disposition of Charged Property, the Parent or such Subsidiary has complied with the provisions of the Indenture and the Transaction Security Documents,	
provided that, pending the final application of any such Net Available Cash in accordance with paragraph 5.1(c)(i) or (c)(ii) above, the Parent and its Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise use such Net Available Cash in any manner not prohibited by this Agreement.
 
5.2	For the purposes of paragraph 5.1(b) above, the following will be deemed to be cash:	
 
 	(a)	the assumption by the transferee of Indebtedness or other liabilities contingent or otherwise of the Parent or a Restricted Subsidiary reflected (or, if no such balance sheet is available, that would be reflected) on the most recent balance sheet or the footnotes thereto (other than Subordinated Indebtedness of the Parent or an Obligor) and the release of the Parent or such Restricted Subsidiary from all liability on such Indebtedness or other liability in connection with such Asset Disposition;	
 
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 	(b)	securities, notes or other obligations received by the Parent or any Restricted Subsidiary of the Parent from the transferee that are converted by the Parent or such Restricted Subsidiary into cash or Cash Equivalents within 180 days following the closing of such Asset Disposition;	
 
 	(c)	Indebtedness of any Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Disposition, to the extent that the Parent and each other Restricted Subsidiary are released from the provision of any guarantee of payment of such Indebtedness in connection with such Asset Disposition;	
 
 	(d)	consideration consisting of Indebtedness of the Parent (other than Subordinated Indebtedness) received after the Closing Date from Persons who are not the Parent or any Restricted Subsidiary; and	
 
 	(e)	any Designated Non-Cash Consideration received by the Parent or any Restricted Subsidiary in such Asset Dispositions having an aggregate fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this covenant that is at that time outstanding, not to exceed the greater of $15.0 million and 2.25% of Total Assets (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value).	
 
6.	Transactions with Affiliates	
 
6.1	The Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Parent (an “ Affiliate Transaction ”) involving aggregate value in excess of $5.0 million unless:	
 
 	(a)	the terms of such Affiliate Transaction taken as a whole are not materially less favorable to the Parent or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution of the agreement providing for such transaction in arm’s length dealings with a Person who is not such an Affiliate; and	
 
 	(b)	in the event such Affiliate Transaction involves an aggregate value in excess of $15.0 million, the terms of such transaction or series of related transactions have been approved by a majority of the members of the Board of Directors of the Parent.	
 
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6.2	Any Affiliate Transaction shall be deemed to have satisfied the requirements set forth in paragraph 6.1(b) if such Affiliate Transaction is approved by a majority of the Disinterested Directors, if any.	
 
6.3	The provisions of paragraph 6.1 will not apply to:	
 
 	(a)	any Restricted Payment permitted to be made pursuant to paragraph 2 ( Restricted Payments ) above or any Permitted Investment;	
 
 	(b)	any issuance or sale of Capital Stock, options, other equity-related interests or other securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, or entering into, or maintenance of, any employment, consulting, collective bargaining or benefit plan, program, agreement or arrangement, related trust or other similar agreement and other compensation arrangements, options, warrants or other rights to purchase Capital Stock of the Parent, any Restricted Subsidiary or any Parent Company, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits or consultants’ plans (including valuation, health, insurance, deferred compensation, severance, retirement, savings or similar plans, programs or arrangements) or indemnities provided on behalf of officers, employees, directors or consultants approved by the Board of Directors of the Parent, in each case in the ordinary course of business;	
 
 	(c)	any Management Advances and any waiver or transaction with respect thereto;	
 
 	(d)	any transaction between or among the Parent and any Restricted Subsidiary (or entity that becomes a Restricted Subsidiary as a result of such transaction), or between or among Restricted Subsidiaries;	
 
 	(e)	the payment of compensation, reasonable fees and reimbursement of expenses to, and customary indemnities (including under customary insurance policies) and employee benefit and pension expenses provided on behalf of, directors, officers, consultants or employees of the Parent or any Restricted Subsidiary of the Parent (whether directly or indirectly and including through any Person owned or controlled by any of such directors, officers or employees);	
 
 	(f)	the entry into and performance of obligations of the Parent or any of its Restricted Subsidiaries under the terms of any transaction arising out of, and any payments pursuant to or for purposes of funding, any agreement or instrument in effect as of or on the Closing Date, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time in accordance with the other terms of this covenant or to the extent not more disadvantageous to the Finance Parties in any material respect when compared to the applicable agreement as in effect on the Closing Date;	
 
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 	(g)	any customary transaction with a Securitization Subsidiary effected as part of a Qualified Securitization Financing;	
 
 	(h)	transactions with customers, clients, suppliers or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Agreement, which are fair to the Parent or the relevant Restricted Subsidiary in the reasonable determination of the Board of Directors or the senior management of the Parent or the relevant Restricted Subsidiary, or are on terms no less favorable than those that could reasonably have been obtained at such time from an unaffiliated party;	
 
 	(i)	any transaction with a Person (other than an Unrestricted Subsidiary) that would constitute an Affiliate Transaction solely because the Parent or a Restricted Subsidiary owns an equity interest in or otherwise controls such Person;	
 
 	(j)	issuances or sales of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Parent or options, warrants or other rights to acquire such Capital Stock and the granting of registration and other customary rights in connection therewith or any contribution to capital of the Parent or any Restricted Subsidiary;	
 
 	(k)	payments by the Parent or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly) of management, consulting, monitoring or advisory fees and related expenses pursuant to the New Management Agreement not to exceed the amount set forth in the New Management Agreement as in effect on the Closing Date or any amendment thereto (so long as any such amendment is not materially disadvantageous to the Finance Parties when taken as a whole as compared to the New Management Agreement as in effect on the Closing Date); and	
 
 	(l)	customary payments by the Parent or any Restricted Subsidiary to any Permitted Holder (whether directly or indirectly, including through any Parent Company) for financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by a majority of the Board of Directors of the Parent in good faith;	
 
 	(m)	payment to any Permitted Holder of all reasonable out of pocket expenses Incurred by such Permitted Holder in connection with its direct or indirect investment in the Parent and its Subsidiaries;	
 
 	(n)	the Transactions and the payment of all fees and expenses related to the Transactions;	
 
 	(o)	transactions in which the Parent or any Restricted Subsidiary, as the case may be, delivers to the Agent a letter from an Independent Financial Advisor stating that such transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view or meets the requirements of paragraph 6.1(a) above;	
 
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 	(p)	the existence of, or the performance by the Parent or any Restricted Subsidiary of its obligations under the terms of, any equityholders agreement (including any registration rights agreement or purchase agreements related thereto) to which it is party as of the Closing Date and any similar agreement that it may enter into thereafter; provided, however, that the existence of, or the performance by the Parent or any Restricted Subsidiary of its obligations under any future amendment to the equityholders’ agreement or under any similar agreement entered into after the Closing Date will only be permitted under this paragraph to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Finance Parties in any material respect when taken as a whole compared to such agreement as in effect on the Closing Date; and	
 
 	(q)	any purchases by the Parent’s Affiliates of Indebtedness or Disqualified Stock of the Parent or any of its Restricted Subsidiaries the majority of which Indebtedness or Disqualified Stock is purchased by Persons who are not the Parent’s Affiliates; provided that such purchases by the Parent’s Affiliates are on the same terms as such purchases by such Persons who are not the Parent’s Affiliates.	
 
7.	Designation of Restricted and Unrestricted Subsidiaries	
 
7.1	The Board of Directors of the Parent may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default.	
 
7.2	If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by the Parent and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under paragraph 2 ( Restricted Payments ) or under one or more paragraphs of the definition of Permitted Investments, as determined by the Parent. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. The Board of Directors of the Parent may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if that redesignation would not cause a Default.	
 
7.3	Any designation of a Subsidiary of the Parent as an Unrestricted Subsidiary will be evidenced to the Agent by filing with the Agent a resolution of the Board of Directors of the Parent giving effect to such designation and an Officer’s Certificate of the Parent certifying that such designation complies with the preceding conditions and was permitted by paragraph 2 ( Restricted Payments ).	
 
7.4	If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for	
 
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 	purposes of this Agreement and any Indebtedness of such Subsidiary will be deemed to be Incurred by a Restricted Subsidiary of the Parent as of such date and, if such Indebtedness is not permitted to be Incurred as of such date under the covenant described under paragraph 2 ( Restricted Payments ) the Parent will be in default of such covenant.	
 
7.5	The Board of Directors of the Parent may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the Parent; provided that such designation will be deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of the Parent of any outstanding Indebtedness of such Unrestricted Subsidiary, and such designation will only be permitted if:	
 
 	(a)	such Indebtedness is permitted under paragraph 1 ( Incurrence of Indebtedness ) calculated on a pro forma basis as if such designation had occurred at the beginning of the applicable reference period; and	
 
 	(b)	no Default or Event of Default would be in existence following such designation. Any such designation by the Board of Directors of the Parent shall be evidenced to the Agent by filing with the Agent a certified copy of a resolution of the Board of Directors of the Parent giving effect to such designation and an Officer’s Certificate of the Parent certifying that such designation complies with the preceding conditions.	
 
8.	Limitation on Guarantees	
 
8.1	The Parent will not permit (x) any of its Wholly Owned Subsidiaries that are Restricted Subsidiaries or (y) any of its other Restricted Subsidiaries if such Restricted Subsidiaries guarantee other capital markets debt securities or syndicated bank indebtedness of the Parent or any Restricted Subsidiary, in each case, other than a Guarantor, to guarantee the payment of any Indebtedness of the Parent or any other Guarantor unless such Restricted Subsidiary within 30 days accedes to this Agreement as a Guarantor and executes and delivers new Transaction Security Documents, and any Intercreditor Agreement and takes all actions required thereunder to perfect the Liens created thereunder; provided that :	
 
 	(a)	if such Indebtedness is by its express terms subordinated in right of payment to the obligations of the Obligors under the Finance Documents (the “ Secured Obligations ”), any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to the Secured Obligations substantially to the same extent as such Indebtedness is subordinated to the Secured Obligations; and	
 
 	(b)	if the Secured Obligations are subordinated in right of payment to such Indebtedness, the guarantee under the supplemental agreement shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Secured Obligations are subordinated to such Indebtedness.	
 
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8.2	Any Restricted Subsidiary providing a guarantee in accordance with this paragraph 8 will:	
 
 	(a)	waive and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Parent or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its guarantee until payment in full of obligations under this Agreement; and	
 
 	(b)	deliver to the Security Agent an Opinion of Counsel to the effect that (A) such guarantee has been duly executed and authorized, and (B) such guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principals of equity.	
 
8.3	Notwithstanding paragraph 8.2 above, paragraphs 8.1 and 8.2 above shall not be applicable:	
 
 	(a)	to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; or	
 
 	(b)	in the event that the guarantee of the Parent’s obligations under this Agreement by such Subsidiary would not be permitted under applicable law through the use of commercially reasonable efforts by the Parent or such Subsidiary.	
 
8.4	If any Guarantor becomes an Immaterial Subsidiary, the Parent shall have the right to cause such Immaterial Subsidiary to cease to be a Guarantor, subject to the requirement in paragraph 8.1 above, that such Subsidiary shall be required to become a Guarantor if it ceases to be an Immaterial Subsidiary (except that if such Subsidiary has been properly designated as an Unrestricted Subsidiary it shall not be so required to become a Guarantor or execute a supplemental agreement in respect of a guarantee).	
 
9.	Merger and Consolidation of the Parent	
 
9.1	The Parent will not consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person, unless:	
 
 	(a)	the resulting, surviving or transferee Person (the “ Successor Parent ”) will be a Person organized and existing under the laws of any member state of the European Union, or the United States of America, any State of the United States or the District of Columbia, Canada or any province of Canada, Norway or Switzerland and the Successor Parent (if not such Parent) will expressly assume all the obligations of the Parent under this Agreement, the Transaction Security	
 
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 	Documents and any Intercreditor Agreement, and the Successor Parent shall cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Charged Property owned by or transferred to such Successor Parent, together with such financing statements or comparable documents as may be required to perfect any security interest in such Charged Property, and if such Successor Parent is not a corporation, another Obligor shall be a corporation organized or existing under such laws;	
 
 	(b)	immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of the Successor Parent or any Subsidiary of the Successor Parent as a result of such transaction as having been Incurred by the Successor Parent or such Subsidiary at the time of such transaction), no Default or Event of Default shall have occurred and be continuing;	
 
 	(c)	immediately after giving effect to such transaction, either	
 
 	(i)	the Successor Parent would be able to Incur at least an additional $1.00 of Indebtedness pursuant to paragraph 1 ( Incurrence of Indebtedness ); or	
 
 	(ii)	the Fixed Charge Coverage Ratio would not be lower than it was immediately prior to giving effect to such transaction; and	
 
 	(d)	the Parent shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect that such consolidation, merger or transfer and such supplemental agreement (if any) comply with this Agreement and an Opinion of Counsel to the effect that such supplemental agreement (if any) has been duly authorized, executed and delivered and is a legal, valid and binding agreement enforceable against the Successor Parent; provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters of fact, including as to satisfaction of paragraph 9.1(b) and 9.1(c) above.	
 
9.2	For purposes of this paragraph 9, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Parent, which properties and assets, if held by the Parent instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Parent on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Parent.	
 
9.3	The Successor Parent will succeed to, and be substituted for, and may exercise every right and power of, the Parent under this Agreement, the Transaction Security Documents and any Intercreditor Agreement, but in the case of a lease of all or substantially all its assets, the predecessor Parent will not be released from its obligations under this Agreement, the Transaction Security Documents or any Intercreditor Agreement.	
 
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9.4	Notwithstanding the preceding paragraphs 9.1(b), (c) and (d) (which do not apply to transactions referred to in this paragraph 9.4);	
 
 	(a)	any Restricted Subsidiary of the Parent may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Parent; and	
 
 	(b)	any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Restricted Subsidiary.	
 
9.5	Notwithstanding the preceding paragraphs 9.1(b) and (c) (which do not apply to the transactions referred to in this paragraph 9.5), the Parent may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Parent, reincorporating the Parent in another jurisdiction, or changing the legal form of the Parent.	
 
9.6	The provisions of this paragraph 9 ( Merger and Consolidation of the Parent ) (other than the requirements of paragraph 9.1(b)) above) shall not apply to the creation of a new Subsidiary as a Restricted Subsidiary of the Parent.	
 
10.	Merger and Consolidation of Guarantors	
 
10.1	No Guarantor may:	
 
 	(a)	consolidate with or merge with or into any Person, or	
 
 	(b)	sell, convey, transfer or dispose of, all or substantially all its assets, in one transaction or a series of related transactions, to any Person, or	
 
 	(c)	permit any Person to merge with or into the Guarantor,	
unless
 
 	(i)	the other Person is the Parent or any Restricted Subsidiary that is a Guarantor or becomes a Guarantor concurrently with the transaction; or	
 
 	(ii)	either (x) a Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person (the “ Successor Guarantor ”) expressly assumes all of the obligations of the Guarantor under this Agreement, the Transaction Security Documents and any Intercreditor Agreement and the Successor Guarantor shall cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Charged Property owned by or transferred to such Successor Guarantor, together with such financing statements or comparable documents as may be required to perfect any security interest in such Charged Property; and	
 
 	(iii)	(x) immediately after giving effect to the transaction, no Default has occurred and is continuing; or (y) the transaction constitutes a sale or other disposition (including by way of consolidation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Parent or a Restricted Subsidiary) otherwise permitted by this Agreement.	
 
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11.	Impairment of Security interest	
 
11.1	The Parent shall not, and shall not permit any Restricted Subsidiary to;	
 
 	(a)	take or knowingly or negligently omit to take any action that would have the result of materially impairing the security interest with respect to the Charged Property (it being understood, subject to the proviso below, that the Incurrence of Permitted Collateral Liens shall under no circumstances be deemed to materially impair the Security interest with respect to the Charged Property) for the benefit of the Agent and the Finance Parties, or	
 
 	(b)	grant to any Person other than the Security Agent or, if different, any security agent under any Payment Priority Obligations, Pari Passu Secured Obligations, the Notes (including Additional Notes) or Junior Secured Obligations that are subject to an Intercreditor Agreement, for the benefit of the Security Agent and the other beneficiaries described in the Transaction Security Documents and any Intercreditor Agreement, and other than with respect to any Permitted Collateral Lien, any interest whatsoever in any of the Charged Property, except that	
 
 	(i)	the Parent and its Restricted Subsidiaries may Incur Permitted Collateral Liens and the Charged Property may be discharged and released in accordance with this Agreement, the applicable Transaction Security Documents or any Intercreditor Agreement; and	
 
 	(ii)	the applicable Transaction Security Documents may be amended from time to time to cure any ambiguity, mistake, omission, defect or inconsistency therein.	
 
 	(c)	the Parent and each Obligor will, at its sole cost and expense, execute and deliver all such agreements and instruments as necessary, or as the Security Agent reasonably requests, to more fully or accurately describe the assets and property intended to be Charged Property or the obligations intended to be secured by the Transaction Security Documents.	
 
12.	Future Intercreditor Agreements	
 
12.1	At the request of the Parent, in connection with the Incurrence by the Parent or any Obligor of any Permitted Collateral Liens, the Parent, the relevant Obligor, the Agent, the Security Agent shall enter into with the holders of the Indebtedness relating to such	
 
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 	Permitted Collateral Liens (or their duly authorized Representatives), and any other security agent thereunder, a Future Intercreditor Agreement or a restatement, amendment or other modification of the Intercreditor Agreement or any existing Future Intercreditor Agreement on substantially the same terms as the Intercreditor Agreement (or terms not materially less favorable to the Finance Parties), including containing substantially the same terms with respect to release of guarantees and priority and release of the Security Interest; provided that such Future Intercreditor Agreement will not impose any personal obligations on the Agent or Security Agent or, in the opinion of the Agent or Security Agent, as applicable, adversely affect the rights, duties, liabilities or immunities of the Agent or Security Agent under the Finance Documents.	
 
12.2	At the direction of the Parent and without the consent of Lenders, the Agent and the Security Agent shall from time to time enter into one or more amendments to the Intercreditor Agreement or any Future Intercreditor Agreement to:	
 
 	(a)	cure any ambiguity, omission, defect or inconsistency of any such agreement;	
 
 	(b)	increase the amount or types of Indebtedness covered by any such agreement that may be Incurred by the Parent or an Obligor that is subject to any such agreement (including the addition of provisions relating to new Junior Secured Obligations);	
 
 	(c)	add Restricted Subsidiaries to the Intercreditor Agreement;	
 
 	(d)	further secure the Revolving Facility;	
 
 	(e)	make provision for equal and ratable pledges of the collateral to secure any extension of the Commitments or any new commitments or obligations under the Finance Documents;	
 
 	(f)	implement any Permitted Collateral Liens;	
 
 	(g)	amend the Intercreditor Agreement in accordance with the terms thereof; or	
 
 	(h)	make any other change to any such agreement that does not (in the opinion of the Agent, acting reasonably), adversely affect the Finance Parties in any material respect.	
 
12.3	The Parent may only direct the Agent and the Security Agent to enter into any amendment to the extent such amendment does not impose any personal obligations on the Agent or Security Agent or, in the opinion of the Agent or Security Agent, adversely affect their respective rights, duties, liabilities or immunities under this Agreement or the Intercreditor Agreement.	
 
12.4	In relation to the Intercreditor Agreement or any Future Intercreditor Agreement, the Agent (and Security Agent, if applicable) shall consent on behalf of the Lenders to the payment, repayment, purchase, repurchase, defeasance, acquisition, retirement or redemption of any obligations subordinated to the Revolving Facility thereby; provided, however, that such transaction would comply with the covenant in paragraph 2 ( Limitation on Restricted Payments ).	
 
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12.5	Each Lender shall be deemed to have agreed to and accepted the terms and conditions of the Intercreditor Agreement or any Future Intercreditor Agreement, (whether then entered into or entered into in the future pursuant to the provisions described herein) and to have directed the Agent and the Security Agent to enter into the Intercreditor Agreement or any Future Intercreditor Agreement.	
 
13.	After-Acquired Collateral	
From and after the Closing Date, upon the acquisition by the Parent or any Guarantor of any Capital Stock of Obligors (“ After-Acquired Collateral ”), the Parent or such Obligor shall execute and deliver such security instruments, financing statements, certificates and opinions of counsel as shall be necessary to vest in the Security Agent a perfected security interest, subject only to Permitted Collateral Liens, in such After-Acquired Collateral and to have such After-Acquired Collateral added to the Charged Property, and thereupon all provisions of this Agreement relating to the Charged Property shall be deemed to relate to such After-Acquired Collateral Property to the same extent and with the same force and effect; provided, that if granting such security interest in such After-Acquired Collateral requires the consent of a third party, the Parent will use commercially reasonable efforts to obtain such consent with respect to the security interest for the benefit of the Agent on behalf of the Finance Parties; provided further , that if such third party does not consent to the granting of such security interest after the use of such commercially reasonable efforts, the Parent or such Obligor, as the case may be, will not be required to provide such security interest.
 
14.	Suspension of Covenants on Achievement of Investment Grade Status	
 
14.1	During any period of time and beginning on the day that:	
 
 	(a)	the Notes have achieved Investment Grade Status; and	
 
 	(b)	no Default or Event of Default has occurred and is continuing under this Agreement,	
then, beginning on that day and continuing until the Reversion Date (as defined below), the Parent and its Restricted Subsidiaries will not be subject to the following provisions of this Schedule:
 
 	(c)	paragraph 1 ( Incurrence of Indebtedness );	
 
 	(d)	paragraph 2 ( Restricted Payments );	
 
 	(e)	paragraph 4 ( Limitation on Restrictions on Distributions from Restricted Subsidiaries );	
 
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 	(f)	paragraph 5 ( Sales of Assets and Subsidiary Stock );	
 
 	(g)	paragraph 6 ( Transactions with Affiliates );	
 
 	(h)	paragraph 8 ( Limitation on Guarantees ); and	
 
 	(i)	the provisions of paragraph 9.1(c);	
((c) to (i) above, collectively, the “ Suspended Covenants ”):
 
14.2	If at any time the Notes cease to have such Investment Grade Status or if a Default or Event of Default occurs and is continuing, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “ Reversion Date ”) and be applicable pursuant to the terms of this Agreement (including in connection with performing any calculation or assessment to determine compliance with the terms of this Agreement), unless and until the Notes subsequently attain Investment Grade Status and no Default or Event of Default is in existence (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade Status and no Default or Event of Default is in existence); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist under this Agreement or the Finance Documents with respect to the Suspended Covenants based on, and none of the Parent or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period (as defined below), or any actions taken at any time pursuant to any contractual obligation arising prior to the Reversion Date, regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reversion Date is referred to as the “ Suspension Period .”	
 
14.3	On the Reversion Date, all Indebtedness Incurred during the Suspension Period will be classified to have been Incurred pursuant to paragraph 1.1 or paragraph 1.2 above (to the extent such Indebtedness would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to the Indebtedness Incurred prior to the Suspension Period and outstanding on the Reversion Date and in the case of paragraph 1.2 shall reduce amounts available to be Incurred under such paragraph thereafter).	
 
14.4	To the extent such Indebtedness would not be so permitted to be Incurred pursuant to paragraph 1.1 and 1.2 such Indebtedness will be deemed to have been outstanding on the Closing Date, so that it is classified as permitted under paragraph 1.2(d)(ii) above.	
 
14.5	On and after the Reversion Date, all Liens created during the Suspension Period will be considered Permitted Liens.	
 
14.6	Calculations made after the Reversion Date of the amount available to be made as Restricted Payments under paragraph 2 ( Restricted Payments ) will be made as though the covenants described under paragraph 2 ( Restricted Payments ) had been in effect since the	
 
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 	Closing Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under paragraph 2.1.	
 
14.7	The Parent shall provide an Officer’s Certificate to the Agent indicating the commencement of any Suspension Period or the Reversion Date.	
 
14.8	Following receipt of the Officer’s Certificate in paragraph 14.7 above, the Agent shall have no obligation to:	
 
 	(a)	independently determine or verify if such events have occurred;	
 
 	(b)	make any determination regarding the impact of actions taken during the Suspension Period on the Parent and its Restricted Subsidiaries’ future compliance with this Agreement; or	
 
 	(c)	notify the Lenders of the commencement of the Suspension Period or the Reversion Date.	
 
15.	Application of FATCA	
The Parent shall procure that, unless otherwise agreed by all the Finance Parties, no Obligor shall become a FATCA FFI or a US Tax Obligor.
 
16.	Post Closing Guarantors	
Subject to the Agreed Security Principles, the Parent shall use commercially reasonable efforts to cause within 90 days following the Closing Date:
 
 	(a)	each Post-Closing Guarantor to accede to this Agreement as a Guarantor in accordance with Clause 29.4 ( Additional Guarantors );	
 
 	(b)	each Original Obligor and/or its Holding Company to enter into such security documents necessary to provide Transaction Security over all of the issued shares of the Original Obligors;	
 
 	(c)	Atento Mexicana S.A. de C.V. to enter into either (A) an amendment to the Existing Trust Agreement to provide for the trust property thereunder to be held as security for inter alios the benefit of the Security Agent on behalf of the Finance Parties or (B) a new trust agreement on the same terms as the Existing Trust Agreement providing for the trust property thereunder to be held as security for inter alios the benefit of the Security Agent on behalf of the Finance Parties and in either case take all action required to have the receivables that will form a part of the trust assets to be held by the respective trustee;	
 
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 	(d)	each member of the Restricted Group incorporated in Spain to enter into the relevant Spanish law security agreements to charge its credit rights arising in respect of any Telefonica Contract to which it is a party in favour of the Finance Parties subject to receiving the consent of Telefonica, S.A. (or any of its Affiliates party to such contract, as applicable) to such charge (and provided that it shall use commercially reasonable efforts to obtain such consent) if required by the terms of such contract;	
 
 	(e)	Atento Teleservicios España, S.A.U. to enter into a Spanish law security agreement to charge its bank accounts in the form entered into by Atento Teleservicios España, S.A.U. in favour of the finance parties under the Spanish Facilities Agreement on or around the completion of the Acquisition, for the benefit of the Finance Parties; and	
 
 	(f)	at the same time that any security document or the Trust Agreement is entered into in accordance with paragraphs (b), (c), (d) or (e) above, the Parent shall procure the provision of the following legal opinions of the legal advisers to (x) the Agent and/or (y) if applicable or customary in the relevant jurisdiction, the Group, (in form and substance satisfactory to the Agent (acting reasonably)) addressed to the Finance Parties:	
 
 	(i)	a legal opinion for the jurisdiction of incorporation or “centre of main interest” or establishment” (as applicable) of the relevant Original Obligor (and/or any entity granting security over shares in the Original Obligor); and	
 
 	(ii)	a legal opinion for the jurisdiction of the governing law of that security document or the Trust Agreement (the “ Applicable Jurisdiction ”) as to the law of the Applicable Jurisdiction,	
each in the form distributed to the Lenders prior to signing the relevant security document.
For the purposes of this paragraph 16:
“ Existing Trust Agreement ” means the Mexican law security trust agreement dated 11 December 2012 entered into by inter alios Atento Mexicana S.A. de C.V. in favour of the finance parties under the Mexican Facilities Agreement with respect to the collection rights of Atento Mexicana S.A. de C.V. under the BBVA Master Services Agreement and the Telefonica Master Services Agreement.
“ BBVA Master Services Agreement ” means the master services agreement entered into by Atento Mexicana S.A. de C.V. with BBVA Bancomer, S.A., Institucion de Banca Multiple, Grupo Financiero BBVA Bancomer on 29 June 2007 as amended, extended and/or replaced from time to time.
 
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“ Telefonica Master Services Agreement ” means the master services agreement entered into by Atento Mexicana S.A. de C.V. with Telefonica, S.A. on 8 May 2007 as amended, extended and/or replaced from time to time.
 
17.	Negative Pledge	
The Parent will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, Incur or permit to exist any Lien (other than any Permitted Liens falling within paragraph (c) of that definition and excluding contractual rights of set-off) upon any Telefonica Contract, which Lien secures any Indebtedness without effectively providing that the Secured Obligations shall be secured equally and ratably with (or prior to) the obligations so secured for so long as such obligations are so secured.
 
18.	Restrictive Covenants in Notes	
No Default or Event of Default shall occur under this Agreement with respect to any breach by the Parent or any Restricted Subsidiary of any of the terms of this Schedule 15 to the extent that the Parent or any Restricted Subsidiary is permitted to take the corresponding action under the terms of the Indenture in effect on the Closing Date and such steps or actions shall be deemed to be permitted under this Agreement to the same extent as permitted under the terms of the Indenture (in effect on the Closing Date).
 
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SCHEDULE 16
Event of Default
 
1.	Each of the following is an event of default (an “ Event of Default ”):	
 
1.1	default in any payment of interest under Clause 14 ( Interest ) of this Agreement when due and payable, continued for 30 days;	
 
1.2	default in the payment of principal amounts outstanding under this Agreement when due and payable;	
 
1.3	failure by the Parent to comply with its obligations under paragraph 9 ( Merger and Consolidation of the Parent ) of Schedule 15 ( General Undertakings ) or of a Guarantor under paragraph 10 ( Merger and Consolidation of Guarantors ) of Schedule 15 ( General Undertakings );	
 
1.4	failure by an Obligor to comply with its obligations contained in this Agreement for 60 days after written notice by the Agent;	
 
1.5	default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Parent or any of its Restricted Subsidiaries (or the payment of which is guaranteed by the Parent or any of its Restricted Subsidiaries) other than Indebtedness owed to the Parent or a Restricted Subsidiary whether such Indebtedness or guarantee now exists, or is created after the date hereof, which default:	
 
 	(a)	is caused by a failure to pay principal of such Indebtedness, at its stated final maturity (after giving effect to any applicable grace periods) provided in such Indebtedness (“ payment default ”); or	
 
 	(b)	results in the acceleration of such Indebtedness prior to its stated final maturity (the “ cross acceleration provision ”);	
and, in each of (a) and (b) above, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a payment default or the maturity of which has been so accelerated, aggregates $25.0 million or more;
 
1.6	the Parent, or any Significant Subsidiary (or group of Restricted Subsidiaries that together (determined as of the most recent consolidated financial statements of the Parent for a fiscal period end provided as required under Schedule 14) would constitute a Significant Subsidiary):	
 
 	(a)	commences a voluntary case, or proceeding (including the filing of a notice of intention in respect thereof),	
 
 	(b)	consents to the entry of an order for relief against it in an involuntary case or proceeding,	
 
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 	(c)	consents to the appointment of a custodian, receiver, receiver-manager, administrative receiver, administrator, liquidator, trustee, liquidation custodian, sequestrator, conservator, or similar official of it or for all or substantially all of its property, or	
 
 	(d)	makes a general assignment for the benefit of its creditors.	
 
1.7	a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:	
 
 	(A)	is for relief against the Parent, or any Significant Subsidiary (or group of Restricted Subsidiaries that together (determined as of the most recent consolidated financial statements of the Parent for a fiscal period end provided as required under Schedule 14 ( Information Undertakings )) would constitute a Significant Subsidiary in an involuntary case or proceeding;	
 
 	(B)	appoints a custodian, receiver, receiver-manager, administrative receiver, administrator, liquidator, trustee, liquidation custodian, sequestrator, conservator, or similar official of the Parent, or any Significant Subsidiary (or group of Restricted Subsidiaries that together (determined as of the most recent consolidated financial statements of the Parent for a fiscal period end provided as required under Schedule 14 ( Information Undertakings )) would constitute a Significant Subsidiary or for all or substantially all of the property of the Parent, or any of the Parent’s Restricted Subsidiaries that is a Significant Subsidiary or any group of the Parent’s Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary; or	
 
 	(C)	orders the liquidation, winding up, or dissolution or a suspension of payments against the Parent, or any Significant Subsidiary (or group of Restricted Subsidiaries that together (determined as of the most recent consolidated financial statements of the Parent for a fiscal period end provided as required under Schedule 14 ( Information Undertakings )) would constitute a Significant Subsidiary;	
and the order or decree remains unstayed and in effect for 60 consecutive days;
 
1.8	failure by the Parent or any Significant Subsidiary (or group of Restricted Subsidiaries that together (determined as of the most recent consolidated financial statements of the Parent for a fiscal period end provided as required under Schedule 14 ( Information Undertakings ) would constitute a Significant Subsidiary), to pay final judgments aggregating in excess of $25.0 million other than any judgments covered by indemnities provided by, or insurance policies issued by, reputable and creditworthy issuers, which	
 
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 	final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed (the “ judgment default provision ”);	
 
1.9	any guarantee under Clause 23 ( Guarantee and Indemnity ) ceases to be in full force and effect, other than in accordance with the terms of this Agreement or an Obligor denies or disaffirms its obligations under any such guarantee, other than in accordance with the terms thereof or upon release of such guarantee in accordance with this Agreement; unless	
 
 	(a)	such Liens have been released in accordance with the provisions of the Transaction Security Documents, or	
 
 	(b)	Liens with respect to all or substantially all of the Charged Property cease to be valid or enforceable; or	
 
 	(c)	the Parent shall assert or any Guarantor shall assert, in any pleading in any court of competent jurisdiction, that any such security interest is invalid or unenforceable and, in the case of any such Guarantor, the Parent fails to cause such Guarantor to rescind such assertions within 30 days after the Parent has actual knowledge of such assertions;	
 
1.10	the failure by the Parent or any Guarantor to comply for 60 days after notice from the Agent with its other agreements contained in the Transaction Security Documents, except for a failure that would not (in the opinion of the Security Agent, acting reasonably) be material to the Lenders and would not materially affect the value of the Charged Property taken as a whole (together with the defaults described in paragraph 1.9 above the “ security default provisions ”).	
 
2.	A default under paragraph 1.6 of this paragraph will not constitute an Event of Default until the Agent (acting on the instructions of the Majority Lenders) or the Majority Lenders notify the Parent in writing of the default and the Parent does not cure such default within the time specified in paragraph 1.6 after receipt of such notice.	
 
3.	If the Agent serves notice on the Parent of acceleration in accordance with the provisions of paragraph 27.2 ( Acceleration ) of this Agreement because an Event of Default under paragraph 1.5 above has occurred and is continuing, the notice of acceleration shall be automatically annulled if the event of default or payment default triggering such Event of Default pursuant to paragraph 1.5 shall be remedied or cured, or waived by the Lenders of the Indebtedness, or the Indebtedness that gave rise to such Event of Default shall have been discharged in full, in each case, within 30 days after the notice has been served by the Agent in accordance with the provisions of paragraph 27.2 ( Acceleration ) with respect thereto and if:	
 
 	(a)	the annulment of the acceleration would not conflict with any judgment or decree of a court of competent jurisdiction; and	
 
 	(b)	all existing Events of Default, except non-payment of principal or interest if any, that became due solely because of the acceleration in accordance with the provisions of paragraph 27.2 ( Acceleration ) of this Agreement, have been cured or waived.	
 
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4.	The Majority Lenders by written notice to the Agent may, on behalf of all Lenders, waive all past or any existing Defaults or Events of Default (except with respect to non-payment of principal or interest, if any,) and its consequences under this Agreement, including for the avoidance of doubt, any acceleration and its consequences, if such waiver and/or rescission would not conflict with any judgment or decree of a court of competent jurisdiction.	
 
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SCHEDULE 17
New York Law Definitions
“ Acquired Indebtedness ” means Indebtedness (1) of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary, (2) assumed in connection with the acquisition of assets from such Person, or (3) of a Person at the time such Person merges with or into or consolidates or otherwise combines with the Parent or any Restricted Subsidiary; provided that Acquired Indebtedness shall not include Indebtedness Incurred in connection with or in contemplation of the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary, such Indebtedness was assumed or such merger, consolidation or combination. Acquired Indebtedness shall be deemed to have been Incurred, with respect to Clause (1) of the preceding sentence, on the date such Person becomes a Restricted Subsidiary and, with respect to Clause (2) of the preceding sentence, on the date of consummation of such acquisition of assets and, with respect to Clause (3) of the preceding sentence, on the date of the relevant merger, consolidation or other combination.
“ Additional Assets ” means:
 
(a)	any property or assets (other than Capital Stock) used or to be used by the Parent, a Restricted Subsidiary or otherwise useful in a Similar Business (it being understood that capital expenditures on property or assets already used in a Similar Business or to replace any property or assets that are the subject of such Asset Disposition shall be deemed an investment in Additional Assets);	
 
(b)	the Capital Stock of a Person that is engaged in a Similar Business and becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Parent or a Restricted Subsidiary of the Parent; or	
 
(c)	Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary of the Parent.	
“ Additional Notes ” means additional Notes (other than the Initial Notes) issued under and in accordance with the terms of the Indenture, as part of the same series as the Initial Notes.
“ Affiliate ” of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.
“ this Agreement ” means the Super Senior Revolving Credit Facility (as amended and restated from time to time) entered into between, amongst others, the Parent, the Agent and the Lenders.
 
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“ Argentinian Subsidiaries ” means Atusa, S.A., Microcentro de Contacto, S.A., Cordoba Gestiones y Contactos, S.A., Atento Argentina, S.A., Centro de Contacto Salta, S.A. and Mar del Plata Gestiones y Contactos, S.A., and their successors and each of their direct and indirect subsidiaries.
“ Asset Disposition ” means:
 
(a)	the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Leaseback Transaction) of the Parent (other than Capital Stock of the Parent) or any of its Restricted Subsidiaries (each referred to in this definition as a “ disposition ”); or	
 
(b)	the issuance or sale of Capital Stock of any Restricted Subsidiary (other than Preferred Stock or Disqualified Stock of Restricted Subsidiaries issued in compliance with the covenant set out in Paragraph 1 ( Incurrence of Indebtedness ) of Schedule 15 ( General Undertakings ) or directors’ qualifying shares and shares issued to foreign nationals as required under applicable law), whether in a single transaction or a series of related transactions;	
in each case, other than:
 
 	(i)	a disposition by a Restricted Subsidiary to the Parent or by the Parent or a Restricted Subsidiary to a Restricted Subsidiary;	
 
 	(ii)	a disposition of cash, Cash Equivalents or Investment Grade Securities;	
 
 	(iii)	a disposition of inventory or other assets in the ordinary course of business;	
 
 	(iv)	a disposition of obsolete, surplus or worn out equipment or other assets or equipment or other assets that are no longer useful in the conduct of the business of the Parent and its Restricted Subsidiaries;	
 
 	(v)	transactions permitted under Paragraph 9 ( Merger and Consolidation of the Parent ) of Schedule 15 ( General Undertakings ) or under Paragraph 10 ( Merger and Consolidation of Guarantors ) of Schedule 15 ( General Undertakings ) (or a transaction that constitutes a Change of Control;	
 
 	(vi)	an issuance of Capital Stock by a Restricted Subsidiary to the Parent or to another Restricted Subsidiary or as part of or pursuant to an equity incentive or compensation plan approved by the Board of Directors;	
 
 	(vii)	any dispositions of Capital Stock, properties or assets in a single transaction or series of related transactions with a fair market value (as determined in good faith by the Parent) of less than $10.0 million;	
 
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 	(viii)	any Restricted Payment that is permitted to be made, and is made, under the covenant set out in Paragraph 2.2 of Schedule 15 ( General Undertakings ) and the making of any Permitted Payment or Permitted Investment or, solely for purposes of Paragraph 5.1(c) of Schedule 15 ( General Undertakings ) asset sales, the proceeds of which are used to make such Restricted Payments or Investments pursuant to sub-paragraph (t) or (u) of the definition of Permitted Investments;	
 
 	(ix)	the granting of Liens not prohibited by the covenant set out in Paragraph 3 ( Limitation on Liens ) of Schedule 15 ( General Undertakings );	
 
 	(x)	dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business (including factoring or similar arrangements) or in bankruptcy or similar proceedings;	
 
 	(xi)	the licensing or sub-licensing of intellectual property or other general intangibles and licenses, sub-licenses, leases or subleases of other property, in each case, in the ordinary course of business;	
 
 	(xii)	foreclosure, condemnation or any similar action with respect to any property or other assets;	
 
 	(xiii)	any disposition of Capital Stock, Indebtedness or other securities of an Unrestricted Subsidiary;	
 
 	(xiv)	any disposition of Capital Stock of a Restricted Subsidiary pursuant to an agreement or other obligation with or to a Person (other than the Parent or a Restricted Subsidiary) from whom such Restricted Subsidiary was acquired, or from whom such Restricted Subsidiary acquired its business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each case comprising all or a portion of the consideration in respect of such sale or acquisition;	
 
 	(xv)	to the extent allowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon) for use in a Similar Business;	
 
 	(xvi)	any disposition of Securitization Assets, or participations therein, in connection with any Qualified Securitization Financing, or the disposition of an account receivable in connection with the collection or compromise thereof in the ordinary course of business;	
 
 	(xvii)	any financing transaction with respect to property constructed, acquired, replaced, repaired or improved (including any reconstruction, refurbishment, renovation and/or development of real property) by the Parent or any Restricted Subsidiary after the Closing Date, including Sale and Leaseback Transactions, permitted by this Agreement; and	
 
 	(xviii)	any surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims of any kind.	
 
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“ Bain ” means, collectively, Bain Capital Partners and funds or partnerships related to, or managed or advised by any of them or any Affiliate of any of them (not including, however, any portfolio companies of any of the foregoing, which portfolio companies have material operations other than the operations of the Parent and its Subsidiaries).
“ Bankruptcy Law ” means the law of any jurisdiction relating to bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization or relief of debtors or any amendment to, succession to or change in any such law, including, Title 11, United States Bankruptcy Code of 1978, as amended, or any similar United States federal or state law.
“ Board of Directors ” means (1) with respect to the Parent or any corporation, the board of directors or managers, as applicable, of the corporation, or any duly authorized committee thereof; (2) with respect to any partnership, the board of directors or other governing body of the general partner of the partnership or any duly authorized committee thereof; and (3) with respect to any other Person, the board or any duly authorized committee of such Person serving a similar function. Whenever any provision requires any action or determination to be made by, or any approval of, a Board of Directors, such action, determination or approval shall be deemed to have been taken or made if approved by a majority of the directors on any such Board of Directors (whether or not such action or approval is taken as part of a formal board meeting or as a formal board approval).
“ Brazilian Subsidiaries ” means B.C. Spain HoldCo 4, S.A.U., B.C. Brazilco Participacoes S.A., Atento Brazil, S.A. and their successors and each of their direct and indirect subsidiaries.
“ Capital Stock ” of any Person means any and all shares of, rights to purchase, warrants, options or depositary receipts for, or other equivalents of or partnership or other interests in (however designated), equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity.
“ Capitalized Lease Obligations ” means an obligation that is required to be classified and accounted for as a capitalized lease for financial reporting purposes on the basis of IFRS. The amount of Indebtedness represented by such obligation will be the capitalized amount of such obligation at the time any determination thereof is to be made as determined on the basis of IFRS, and the Stated Maturity thereof will be the date of the last payment of rent or any other amount due under such lease prior to the first date such lease may be terminated without penalty.
“ Cash Equivalents ” means:
 
(a)	(a) United States dollars, Canadian dollars, euro, or any national currency of any member state of the European Union; or (b) any other foreign currency held by the Parent and the Restricted Subsidiaries in the ordinary course of business;	
 
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(b)	securities issued or directly and fully guaranteed or insured by the United States or Canadian governments, a member state of the European Union or, in each case, any agency or instrumentality thereof ( provided that the full faith and credit of such country or such member state is pledged in support thereof), having maturities of not more than two years from the date of acquisition;	
 
(c)	certificates of deposit, time deposits, eurodollar time deposits, overnight bank deposits or bankers’ acceptances having maturities of not more than one year from the date of acquisition thereof issued by any bank or trust company (a) whose commercial paper is rated at least “A-2” or the equivalent thereof by S&P or at least “P-2” or the equivalent thereof by Moody’s (or if at the time neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization) or (b) (in the event that the bank or trust company does not have commercial paper which is rated) having combined capital and surplus in excess of $250.0 million;	
 
(d)	repurchase obligations for underlying securities of the types described in Paragraphs (b) and (c) entered into with any bank meeting the qualifications specified in Paragraph (c) above;	
 
(e)	commercial paper rated at the time of acquisition thereof at least “A-2” or the equivalent thereof by S&P or “P-2” or the equivalent thereof by Moody’s or carrying an equivalent rating by a Nationally Recognized Statistical Rating Organization, if both of the two named rating agencies cease publishing ratings of investments or, if no rating is available in respect of the commercial paper, the issuer of which has an equivalent rating in respect of its long-term debt, and in any case maturing within one year after the date of acquisition thereof;	
 
(f)	readily marketable direct obligations issued by any state of the United States of America, any province of Canada, any member of the European Union or any political subdivision thereof, in each case, having one of the two highest rating categories obtainable from either Moody’s or S&P (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization) with maturities of not more than two years from the date of acquisition;	
 
(g)	Indebtedness or Preferred Stock issued by Persons with a rating of “BBB-” or higher from S&P or “Baa3” or higher from Moody’s (or, if at the time, neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized Statistical Rating Organization) with maturities of 12 months or less from the date of acquisition;	
 
(h)	bills of exchange issued in the United States, Canada, a member state of the European Union or Japan eligible for rediscount at the relevant central bank and accepted by a bank (or any dematerialized equivalent);	
 
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(i)	interests in any investment company, money market or enhanced high yield fund which invests 95% or more of its assets in instruments of the type specified in Paragraphs (a) to (g) above; and	
 
(j)	for purposes of Paragraph (b) of the definition of “Asset Disposition,” the marketable securities portfolio owned by the Parent and its Subsidiaries on the Closing Date.	
Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in paragraph (a) above, provided that such amounts are converted into any currency listed in paragraph (a) as promptly as practicable and in any event within 10 Business Days following the receipt of such amounts.
“ Cash Management Services ” means any of the following to the extent not constituting a line of credit (other than an overnight draft facility that is not in default): ACH transactions, treasury and/or cash management services, including, without limitation, controlled disbursement services, overdraft facilities, foreign exchange facilities, deposit and other accounts and merchant services.
“ Change of Control ” means:
 
(a)	the Parent becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) any “person” or “group” of related persons (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act as in effect on the Closing Date), other than one or more Permitted Holders, is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Closing Date), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Parent; or	
 
(b)	the sale, lease, transfer, conveyance or other disposition (other than by way of merger, consolidation or other business combination transaction), in one or a series of related transactions, of all or substantially all of the assets of the Parent and its Restricted Subsidiaries taken as a whole to a Person, other than a Restricted Subsidiary or one or more Permitted Holders.	
“ Change of Control Repurchase Event” means the occurrence of both a Change of Control and a Ratings Event.
“ Code ” means the United States Internal Revenue Code of 1986, as amended.
“ Consolidated Depreciation and Amortization Expense ” means, with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of intangibles, of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with IFRS.
 
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“ Consolidated EBITDA ” for any period, means the Consolidated Net Income for such period:
 
(a)	increased (without duplication) by:	
 
 	(i)	provision for taxes based on income or profits or capital, including, without limitation, state, franchise and similar taxes and foreign withholding taxes of such Person paid or accrued during such period deducted (and not added back) in computing Consolidated Net Income; plus	
 
 	(ii)	Fixed Charges of such Person for such period (including (x) net losses on Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk and (y) costs of surety bonds in connection with financing activities, plus amounts excluded from the definition of “Consolidated Interest Expense” pursuant to Paragraphs (w), (x) and (y) in Paragraph (1) thereof, to the extent the same were deducted (and not added back) in calculating such Consolidated Net Income; plus	
 
 	(iii)	Consolidated Depreciation and Amortization Expense of such Person for such period to the extent the same were deducted (and not added back) in computing Consolidated Net Income; plus	
 
 	(iv)	any expenses or charges (other than depreciation or amortization expense) related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or the Incurrence of Indebtedness permitted to be Incurred by this Agreement (including a refinancing thereof) (whether or not successful), including (i) such fees, expenses or charges related to the offering of the Notes and this Agreement and any Securitization Fees, and (ii) any amendment or other modification of the Notes or this Agreement and any Securitization Fees in each case, deducted (and not added back) in computing Consolidated Net Income; plus	
 
 	(v)	the amount of any restructuring charge or reserve, integration cost or other business optimization expense or cost associated with establishing new facilities that is deducted (and not added back) in such period in computing Consolidated Net Income, including any one-time costs Incurred in connection with acquisitions after the Closing Date and costs related to the closure and/or consolidation of facilities; plus	
 
 	(vi)	any other non-cash charges, write-downs, losses or items reducing Consolidated Net Income for such period including any impairment charges or the impact of purchase accounting (excluding any such non-cash charge, write-down or item to the extent it represents an accrual or reserve for a cash expenditure for a future period) or other items classified by the Parent as special items; plus	
 
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 	(vii)	the amount of management, monitoring, consulting and advisory fees (including termination fees) and related indemnities and expenses paid or accrued in such period to Bain to the extent otherwise permitted under Paragraph 6 ( Transactions with Affiliates ) of Schedule 15 ( General Undertakings ); plus	
 
 	(viii)	the amount of net cost savings and operating efficiencies projected by the Parent in good faith to be realized as a result of specified actions either taken or initiated prior to or during such period (calculated on a pro forma basis as though such cost savings had been realized on the first day of such period) and which are expected to be realized (i) within 18 months of the Closing Date, with respect to specified actions taken or to be taken in connection with the Transactions, and (ii) within 12 months of the date thereof with respect to specified actions taken or to be taken in connection with future acquisitions and cost saving, restructuring and other similar initiatives, net of the amount of actual benefits realized or expected to be realized prior to or during such period from such actions; provided that such cost savings are reasonably identifiable and factually supportable; plus	
 
 	(ix)	the amount of loss on sale of Securitization Assets and related assets to the Securitization Subsidiary in connection with a Qualified Securitization Financing; plus	
 
 	(x)	any costs or expense Incurred by the Parent or a Restricted Subsidiary pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the capital of the Parent or net cash proceeds of an issuance of Capital Stock of the Parent (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in Paragraph 2.1(c) of Schedule 15 ( General Undertakings );” plus	
 
 	(xi)	cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA or Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of Consolidated EBITDA pursuant to Paragraph (b) below for any previous period and not added back; plus	
 
 	(xii)	any net loss included in the consolidated financial statements due to the application of International Accounting Standard (“ IAS ”) 27 Consolidated and Separate Financial Statements (“ IAS 27 ”); plus	
 
 	(xiii)	realized foreign exchange losses resulting from the impact of foreign currency changes on the valuation of assets or liabilities on the balance sheet of the Parent and its Restricted Subsidiaries; plus	
 
 	(xiv)	net realized losses from Hedging Obligations or embedded derivatives that require similar accounting treatment and the application of IAS 32, Financial Instruments: Presentation (“ IAS 32 ”) , IAS 39, Financial Instruments: Recognition and Measurement (“ IAS 39 ”) , International Financial Reporting Standard 13, Fair Value Measurement (“ IFRS 13 ”) and related pronouncements;	
 
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(b)	decreased (without duplication) by: (a) non-cash gains increasing Consolidated Net Income of such Person for such period, excluding any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced Consolidated EBITDA in any prior period and any non-cash gains with respect to cash actually received in a prior period so long as such cash did not increase Consolidated EBITDA in such prior period; plus (b) realized foreign exchange income or gains resulting from the impact of foreign currency changes on the valuation of assets or liabilities on the balance sheet of the Parent and its Restricted Subsidiaries; plus (c) any net realized income or gains from Hedging Obligations or embedded derivatives that require similar accounting treatment and the application of IAS 32, IAS39, IFRS 13 and related pronouncements, plus (d) any net income included in the consolidated financial statements due to the application of IAS 27; plus (e) other non-cash items of income increasing Consolidated Net Income (excluding any such non-cash item of income to the extent it represents a receipt of cash in any future period); plus (f) any net gains resulting from Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk; and	
 
(c)	increased or decreased (without duplication) by, as applicable, any adjustments resulting for the application of IAS 39 or any comparable regulation.	
“ Consolidated Interest Expense ” means, with respect to any Person for any period, without duplication, the sum of:
 
(a)	consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to IFRS), (d) the interest component of Capitalized Lease Obligations, and (e) net payments, if any, pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (u) any expense resulting from the application of debt modification accounting, (v) accretion or accrual of discounted liabilities other than Indebtedness, (w) any expense resulting from the discounting of any Indebtedness in connection with the application of purchase accounting in connection with any acquisition, (x) amortization of deferred financing fees, debt issuance costs, commissions, fees and expenses, (y) any expense resulting from	
 
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 	bridge, commitment and other financing fees, and (z) interest with respect to Indebtedness of any Parent Company of such Person appearing upon the balance sheet of such Person solely by reason of push-down accounting under IFRS); plus	
 
(b)	consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less	
 
(c)	interest income for such period.	
For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with IFRS.
“ Consolidated Net Income ” means, for any period, the net income (loss) of the Parent and its Restricted Subsidiaries determined on a consolidated basis on the basis of IFRS; provided, however, that there will not be included in such Consolidated Net Income:
 
(a)	any net income (loss) of any Person if such Person is not a Restricted Subsidiary, except that, subject to the limitations contained in paragraph (c) below, the Parent’s equity in the net income of any such Person for such period will be included in such Consolidated Net Income up to the aggregate amount of cash or Cash Equivalents actually distributed by such Person during such period to the Parent or a Restricted Subsidiary as a dividend or other distribution or return on investment or could have been distributed, as reasonably determined by an Officer of the Parent (subject, in the case of a dividend or other distribution or return on investment to a Restricted Subsidiary, to the limitations contained in paragraph (b) below);	
 
(b)	solely for the purpose of determining the amount available for Restricted Payments under Paragraph 2.2 (c) (i) of Schedule 15 ( General Undertakings ), any net income (loss) of any Restricted Subsidiary (other than Guarantors) if such Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to the Parent or a Guarantor by operation of the terms of such Restricted Subsidiary’s charter or any agreement, instrument, judgment, decree, order, statute or governmental rule or regulation applicable to such Restricted Subsidiary or its shareholders (other than (a) restrictions that have been waived or otherwise released, (b) restrictions pursuant to the Notes or the Indenture or this Agreement, and (c) restrictions specified in Paragraph 4.2(m) of Schedule 15 ( General Undertakings ) except that the Parent’s equity in the net income of any such Restricted Subsidiary for such period will be included in such Consolidated Net Income up to the aggregate amount of cash or Cash Equivalents actually distributed or that could have been distributed by such Restricted Subsidiary during such period to the Parent or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend to another Restricted Subsidiary, to the limitation contained in this Paragraph);	
 
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(c)	any net gain (or loss) realized upon the sale or other disposition of any asset or disposed operations of the Parent or any Restricted Subsidiaries (including pursuant to any sale/leaseback transaction) which is not sold or otherwise disposed of in the ordinary course of business (as determined in good faith by an Officer or the Board of Directors of the Parent);	
 
(d)	any extraordinary, unusual or nonrecurring gain, loss, charge or expense or any charges, expenses or reserves in respect of any restructuring, redundancy or severance expense;	
 
(e)	the cumulative effect of a change in accounting principles;	
 
(f)	any (i) non-cash compensation charge or expense arising from any grant of stock, stock options or other equity based awards and any non-cash deemed finance charges in respect of any pension liabilities or other provisions and (ii) income (loss) attributable to deferred compensation plans or trusts shall be excluded;	
 
(g)	all deferred financing costs written off and premiums paid or other expenses Incurred directly in connection with any early extinguishment of Indebtedness and any net gain (loss) from any write-off or forgiveness of Indebtedness;	
 
(h)	any unrealized gains or losses in respect of Hedging Obligations or any ineffectiveness recognized in earnings related to qualifying hedge transactions or the fair value of changes therein recognized in earnings for derivatives that do not qualify as hedge transactions, in each case, in respect of Hedging Obligations;	
 
(i)	any unrealized foreign currency transaction gains or losses in respect of Indebtedness of any Person denominated in a currency other than the functional currency of such Person and any unrealized foreign exchange gains or losses relating to translation of assets and liabilities denominated in foreign currencies;	
 
(j)	any unrealized foreign currency translation or transaction gains or losses in respect of Indebtedness or other obligations of the Parent or any Restricted Subsidiary owing to the Parent or any Restricted Subsidiary;	
 
(k)	any purchase accounting effects including, but not limited to, adjustments to inventory, property and equipment, software and other intangible assets and deferred revenue required or permitted by IFRS and related authoritative pronouncements (including the effects of such adjustments pushed down to the Parent and the Restricted Subsidiaries), as a result of any consummated acquisition, or the amortization or write-off of any amounts thereof (including any write-off of in process research and development);	
 
(l)	any goodwill or other intangible asset impairment charge or write-off;	
 
(m)	any after-tax effect of income (loss) from the early extinguishment or cancellation of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded;	
 
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(n)	accruals and reserves that are established or adjusted within twelve months after the Closing Date that are so required to be established or adjusted as a result of the Transactions in accordance with IFRS, shall be excluded;	
 
(o)	any net unrealized gains and losses resulting from Hedging Obligations or embedded derivatives that require similar accounting treatment and the application of IAS 32, IAS 39, IFRS 13 and related pronouncements shall be excluded; and	
 
(p)	the amount of any expense to the extent a corresponding amount is received in cash by the Parent and the Restricted Subsidiaries from a Person other than the Parent or any Restricted Subsidiaries under any agreement providing for reimbursement of any such expense, provided such reimbursement payment has not been included in determining Consolidated Net Income (it being understood that if the amounts received in cash under any such agreement in any period exceed the amount of expense in respect of such period, such excess amounts received may be carried forward and applied against expense in future periods).	
“ Consolidated Secured Leverage ” means the sum of the aggregate outstanding Secured Indebtedness for borrowed money of the Parent and its Restricted Subsidiaries less the aggregate amount of cash and Cash Equivalents of the Parent and its Restricted Subsidiaries.
“ Consolidated Secured Leverage Ratio ” means, as of any date of determination, the ratio of (x) Consolidated Secured Leverage at such date to (y) the aggregate amount of Consolidated EBITDA for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which internal consolidated financial statements of the Parent are available, in each case with such pro forma adjustments as are consistent with the pro forma adjustments set forth in the definition of “Fixed Charge Coverage Ratio.”
“ Contingent Obligations ” means, with respect to any Person, any obligation of such Person guaranteeing in any manner, whether directly or indirectly, any operating lease, dividend or other obligation that does not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”), including any obligation of such Person, whether or not contingent:
 
(a)	to purchase any such primary obligation or any property constituting direct or indirect security therefor;	
 
(b)	to advance or supply funds:	
 
 	(i)	for the purchase or payment of any such primary obligation; or	
 
 	(ii)	to maintain the working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or	
 
(c)	to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.	
 
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“ Credit Facility ” means, with respect to the Parent or any of its Subsidiaries, one or more debt facilities, indentures or other arrangements (including, for the avoidance of doubt, this Agreement and any commercial paper facilities and overdraft facilities) with banks, other financial institutions or investors providing for revolving credit loans, term loans, notes, receivables financing (including through the sale of receivables to such institutions or to special purpose entities formed to borrow from such institutions against such receivables), letters of credit or other Indebtedness, in each case, as amended, restated, modified, renewed, refunded, replaced, restructured, refinanced, repaid, increased or extended in whole or in part from time to time (and whether in whole or in part and whether or not with the original administrative agent and lenders or another administrative agent or agents or other banks or institutions and whether provided under this Agreement or one or more other credit or other agreements, indentures, financing agreements or otherwise) and in each case including all agreements, instruments and documents executed and delivered pursuant to or in connection with the foregoing (including any notes and letters of credit issued pursuant thereto and any guarantee and collateral agreement, patent and trademark security agreement, mortgages or letter of credit applications and other guarantees, pledges, agreements, security agreements and collateral documents). Without limiting the generality of the foregoing, the term “Credit Facility” shall include any agreement or instrument (1) changing the maturity of any Indebtedness Incurred thereunder or contemplated thereby, (2) adding Subsidiaries of the Parent as additional borrowers or guarantors thereunder, (3) increasing the amount of Indebtedness Incurred thereunder or available to be borrowed thereunder or (4) otherwise altering the terms and conditions thereof.
“ Credit Facility Documents ” means the collective reference to any Credit Facility, any notes issued pursuant thereto and the guarantees thereof, and the collateral documents relating thereto, as amended, supplemented, restated, renewed, refunded, replaced, restructured, repaid, refinanced or otherwise modified, in whole or in part, from time to time.
“ Default ” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default; provided that any Default that results solely from the taking of an action that would have been permitted but for the continuation of a previous Default will be deemed to be cured if such previous Default is cured prior to becoming an Event of Default.
“ Designated Non-Cash Consideration ” means the fair market value (as determined in good faith by the Parent) of non-cash consideration received by the Parent or one of its Restricted Subsidiaries in connection with an Asset Disposition that is so designated as Designated Non-Cash Consideration pursuant to an Officer’s Certificate of the Parent, setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent payment, redemption, retirement, sale or other disposition of such Designated Non-Cash Consideration. A particular item of Designated
 
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Non-Cash Consideration will no longer be considered to be outstanding when and to the extent it has been paid, redeemed or otherwise retired or sold or otherwise disposed of in compliance with the covenant described under Paragraph 5 ( Sales of Assets and Subsidiary Stock ) in Schedule 15 ( General Undertakings ).
“ Designated Preferred Stock ” means, with respect to the Parent, Preferred Stock (other than Disqualified Stock) (a) that is issued for cash (other than to the Parent or a Subsidiary of the Parent or an employee stock ownership plan or trust established by the Parent or any such Subsidiary for the benefit of their employees to the extent funded by the Parent or such Subsidiary) and (b) that is designated as “Designated Preferred Stock” pursuant to an Officer’s Certificate of the Parent at or prior to the issuance thereof, the Net Cash Proceeds of which are excluded from the calculation set forth in Paragraph 2.1(iii)(B) of Schedule 15 ( General Undertakings ).
“ Disinterested Director ” means, with respect to any Affiliate Transaction, a member of the Board of Directors of the Parent having no material direct or indirect financial interest in or with respect to such Affiliate Transaction. A member of the Board of Directors of the Parent shall be deemed not to have such a financial interest by reason of such member’s holding Capital Stock of the Parent or any options, warrants or other rights in respect of such Capital Stock.
“ Disqualified Stock ” means, with respect to any Person, any Capital Stock of such Person which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event:
 
(a)	matures or is mandatorily redeemable for cash or in exchange for Indebtedness pursuant to a sinking fund obligation or otherwise; or	
 
(b)	is or may become (in accordance with its terms) upon the occurrence of certain events or otherwise redeemable or repurchasable for cash or in exchange for Indebtedness at the option of the holder of the Capital Stock in whole or in part,	
in each case on or prior to the earlier of (a) the Stated Maturity of the Notes or (b) the date on which there are no Notes outstanding; provided , however , that (i) only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock and (ii) any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Parent to repurchase such Capital Stock upon the occurrence of a change of control or asset sale (howsoever defined or referred to) shall not constitute Disqualified Stock if any such redemption or repurchase obligation is subject to compliance by the relevant Person with the covenant set out in Paragraph 2 ( Limitation on Restricted Payments ) of Schedule 15 ( General Undertakings );” provided, however , that if such Capital Stock is issued to any plan for the benefit of employees of the Parent or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Parent or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.
 
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“ Equity Offering ” means (x) a sale of Capital Stock of the Parent (other than Disqualified Stock) other than offerings registered on Form S-8 (or any successor forms) under the Securities Act or any similar offering in other jurisdictions, or (y) the sale of Capital Stock or other securities of any direct or indirect parent, the proceeds of which are contributed to the equity (other than through the issuance of Disqualified Stock or Designated Preferred Stock or through an Excluded Contribution) of the Parent or any of its Restricted Subsidiaries.
“ Exchange Act ” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder, as amended.
“ Excluded Contribution ” means Net Cash Proceeds or property or assets received by the Parent as capital contributions to the equity (other than through the issuance of Disqualified Stock or Designated Preferred Stock) of the Parent after the Closing Date or from the issuance or sale (other than to a Restricted Subsidiary or an employee stock ownership plan or trust established by the Parent or any Subsidiary of the Parent for the benefit of their employees to the extent funded by the Parent or any Restricted Subsidiary) of Capital Stock (other than Disqualified Stock or Designated Preferred Stock) of the Parent, to the extent designated as an Excluded Contribution pursuant to an Officer’s Certificate of the Parent.
“ fair market value ” may be conclusively established by means of an Officer’s Certificate or resolutions of the Board of Directors of the Parent setting out such fair market value as determined by such Officer or such Board of Directors in good faith.
“ Fitch ” means Fitch, Inc. or any of its successors or assigns that is a Nationally Recognized Statistical Rating Organization.
“ Fixed Charge Coverage Ratio ” means, with respect to any Person on any determination date, the ratio of Consolidated EBITDA of such Person for the most recently ended four consecutive fiscal quarters ending immediately prior to such determination date for which internal consolidated financial statements of such Person are available to the Fixed Charges of such Person for such period. In the event that the Parent or any Restricted Subsidiary Incurs, assumes, guarantees, redeems, defeases, retires or extinguishes any Indebtedness (other than Indebtedness incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) or issues or redeems Disqualified Stock or Preferred Stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to or simultaneously with the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “ Fixed Charge Coverage Ratio Calculation Date ”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such Incurrence, assumption, guarantee, redemption, defeasance, retirement or extinguishment of Indebtedness, or such issuance or redemption of Disqualified Stock or Preferred Stock, as if the same had occurred at the beginning of the applicable four-quarter period; provided, however, that the pro forma calculation shall not give effect to any Indebtedness Incurred on such determination date pursuant to Paragraph 1 ( Incurrence of Indebtedness ) of Schedule 15 ( General Undertakings ) (other than Indebtedness incurred pursuant to Paragraph 1.3(e) thereof).
 
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For purposes of making the computation referred to above, any Investment, acquisitions, dispositions, mergers, consolidations and disposed operations that have been made by the Parent or any of its Restricted Subsidiaries, during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations and disposed or discontinued operations (and the change in any associated fixed charge obligations and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Parent or any of its Restricted Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger, consolidation or disposed or discontinued operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation or disposed operation had occurred at the beginning of the applicable four-quarter period.
For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or chief accounting officer of the Parent (including cost savings and synergies). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Fixed Charge Coverage Ratio Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Parent to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with IFRS. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed with a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period except as set forth in the first paragraph of this definition. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Parent may designate.
“ Fixed Charges ” means, with respect to any Person for any period, the sum of:
 
(a)	Consolidated Interest Expense of such Person for such Period;	
 
(b)	all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock of any Subsidiary of such Person during such period; and	
 
(c)	all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Stock during this period.	
 
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“ Future Intercreditor Agreement ” means an agreement with substantially the same terms (or terms not materially less favorable to the Finance Parties) as the Intercreditor Agreement which the Parent and the Guarantors may enter into in the future to define the relative rights of the Holders of Notes and the creditors under Payment Priority Obligations and Other Collateral Secured Obligations that may be incurred by the Parent and the Guarantors.
“ guarantee ” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person, including any such obligation, direct or indirect, contingent or otherwise, of such Person:
 
(a)	to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise); or	
 
(b)	entered into primarily for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part),	
provided , however , that the term “guarantee” will not include endorsements for collection or deposit in the ordinary course of business. The term “ guarantee ” used as a verb and the term “ guaranteed ” have the corresponding meaning.
“ Hedging Obligations ” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contracts, currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate, commodity price or currency risks either generally or under specific contingencies.
“ Holder ” means each Person in whose name the Notes are registered on the Registrar’s books, which shall initially be the respective nominee of DTC.
“ IFRS ” means International Financial Reporting Standards (formerly International Accounting Standards) (“ IFRS ”) endorsed by the European Union or any variation thereof with which the Parent or its Restricted Subsidiaries are, or may be, required to comply. Except as otherwise set forth in this Agreement, all ratios and calculations based on IFRS contained in this Agreement shall be computed in accordance with IFRS as in effect on the Closing Date.
“ Immaterial Subsidiary ” means any Restricted Subsidiary that (i) has not guaranteed any other Indebtedness of the Parent or any Guarantor and (ii) has, together with all other
 
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Immaterial Subsidiaries (as determined in accordance with IFRS), Total Assets and Consolidated EBITDA of less than 5.0% of the Parent’s Total Assets and Consolidated EBITDA (measured, in the case of Total Assets, at the end of the most recent fiscal period for which internal financial statements are available and, in the case of Consolidated EBITDA, for the most recently ended four consecutive fiscal quarters for which internal financial statements are available, in each case measured on a pro forma basis giving effect to any acquisitions or depositions of companies, division or lines of business since such balance sheet date or the start of such four quarter period, as applicable, and on or prior to the date of acquisition of such Subsidiary).
“ Incur ” means issue, create, assume, enter into any guarantee of, Incur, extend or otherwise become liable for; provided, however, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) will be deemed to be Incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary and the terms “Incurred” and “Incurrence” have meanings correlative to the foregoing and any Indebtedness pursuant to any revolving credit or similar facility shall only be “Incurred” at the time any funds are borrowed thereunder.
“ Indebtedness ” means, with respect to any Person on any date of determination (without duplication):
 
(a)	the principal of indebtedness of such Person for borrowed money;	
 
(b)	the principal of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;	
 
(c)	all reimbursement obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar instruments (the amount of such obligations being equal at any time to the aggregate then undrawn and unexpired amount of such letters of credit or other instruments plus the aggregate amount of drawings thereunder that have been reimbursed) (except to the extent such reimbursement obligations relate to trade payables and such obligations are satisfied within 30 days of Incurrence);	
 
(d)	the principal component of all obligations of such Person to pay the deferred and unpaid purchase price of property (except trade payables), which purchase price is due more than one year after the date of placing such property in service or taking final delivery and title thereto;	
 
(e)	Capitalized Lease Obligations of such Person;	
 
(f)	the principal component of all obligations, or liquidation preference, of such Person with respect to any Disqualified Stock or, with respect to any Restricted Subsidiary, any Preferred Stock (but excluding, in each case, any accrued dividends);	
 
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(g)	the principal component of all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided , however , that the amount of such Indebtedness will be the lesser of (a) the fair market value of such asset at such date of determination (as determined in good faith by the Parent) and (b) the amount of such Indebtedness of such other Persons;	
 
(h)	guarantees by such Person of the principal component of Indebtedness of other Persons to the extent guaranteed by such Person; and	
 
(i)	to the extent not otherwise included in this definition, net obligations of such Person under Hedging Obligations (the amount of any such obligations to be equal at any time to the net payments under such agreement or arrangement giving rise to such obligation that would be payable by such Person at the termination of such agreement or arrangement).	
The term “ Indebtedness ” shall not include any lease, concession or license of property (or guarantee thereof) which would be considered an operating lease under IFRS as in effect on the Closing Date, any prepayments of deposits received from clients or customers in the ordinary course of business, or obligations under any license, permit or other approval (or guarantees given in respect of such obligations) Incurred prior to the Closing Date or in the ordinary course of business.
The amount of Indebtedness of any Person at any time under this Agreement or any other Credit Facility shall be the total amount of funds borrowed and then outstanding. The amount of Indebtedness of any Person at any date shall be determined as set forth above or otherwise provided in this Agreement, and (other than with respect to letters of credit, bankers’ acceptances, similar instruments or guarantees or Indebtedness specified in paragraph (g) above) shall equal the amount thereof that would appear on a balance sheet of such Person (excluding any notes thereto) prepared on the basis of IFRS.
Notwithstanding the above provisions, in no event shall the following constitute Indebtedness:
 
(a)	Contingent Obligations Incurred in the ordinary course of business;	
 
(b)	Cash Management Services;	
 
(c)	in connection with the purchase by the Parent or any Restricted Subsidiary of any business, any post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance of such business after the closing; provided , however , that, at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid in a timely manner; or	
 
(d)	for the avoidance of doubt, any obligations in respect of workers’ compensation claims, early retirement or termination obligations, pension fund obligations or contributions or similar claims, obligations or contributions or social security or wage Taxes.	
 
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“ Independent Financial Advisor ” means an investment banking or accounting firm of international standing or any third party appraiser of international standing; provided, however, that such firm or appraiser is not an Affiliate of the Parent.
“ Initial Guarantors ” means, collectively, Atento Mexicana, S.A. de C.V., Atento Servicios, S.A. de C.V. and Atento Teleservicios España, S.A.U.
“ Investment ” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of any direct or indirect advance, loan or other extensions of credit (other than advances or extensions of credit to customers, suppliers, directors, officers or employees of any Person in the ordinary course of business, and excluding any debt or extension of credit represented by a bank deposit other than a time deposit) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or the Incurrence of a guarantee of any obligation of, or any purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by, such other Persons and all other items that are or would be classified as investments on a balance sheet prepared on the basis of IFRS; provided , however , that endorsements of negotiable instruments and documents in the ordinary course of business will not be deemed to be an Investment. If the Parent or any Restricted Subsidiary issues, sells or otherwise disposes of any Capital Stock of a Person that is a Restricted Subsidiary such that, after giving effect thereto, such Person is no longer a Restricted Subsidiary, any Investment by the Parent or any Restricted Subsidiary in such Person remaining after giving effect thereto will be deemed to be a new Investment at such time.
For purposes of Paragraph 2 ( Restricted Payments ) of Schedule 15 ( General Undertakings ) and Paragraph 7 ( Designation of Restricted and Unrestricted Subsidiaries ) of Schedule 15 ( General Undertakings ):”
 
(a)	“ Investment ” will include the portion (proportionate to the Parent’s equity interest in a Restricted Subsidiary to be designated as an Unrestricted Subsidiary) of the fair market value of the net assets of such Restricted Subsidiary of the Parent at the time that such Restricted Subsidiary is designated an Unrestricted Subsidiary; provided , however , that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Parent will be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (a) the Parent’s “Investment” in such Subsidiary at the time of such redesignation less (b) the portion (proportionate to the Parent’s equity interest in such Subsidiary) of the fair market value of the net assets (as conclusively determined by the Board of Directors of the Parent in good faith) of such Subsidiary at the time that such Subsidiary is so re-designated a Restricted Subsidiary; and	
 
(b)	any property transferred to or from an Unrestricted Subsidiary will be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Board of Directors of the Parent.	
 
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“ Investment Grade ” means (i) BBB- or higher by Fitch; (ii) Baa3 or higher by Moody’s, or (iii) the equivalent of such ratings by Fitch or Moody’s, or of another Nationally Recognized Statistical Ratings Organization.
“ Investment Grade Securities ” means:
 
(a)	securities issued or directly and fully guaranteed or insured by the United States or Canadian government or any agency or instrumentality thereof (other than Cash Equivalents);	
 
(b)	securities issued or directly and fully guaranteed or insured by a member of the European Union, or any agency or instrumentality thereof (other than Cash Equivalents);	
 
(c)	debt securities or debt instruments with a rating of “A—” or higher from Fitch or “A3” or higher by Moody’s or the equivalent of such rating by such rating organization or, if no rating of Moody’s or Fitch then exists, the equivalent of such rating by any other Nationally Recognized Statistical Ratings Organization, but excluding any debt securities or instruments constituting loans or advances among the Parent and its Subsidiaries; and	
 
(d)	investments in any fund that invests exclusively in investments of the type described in paragraphs (a), (b) and (c) above which fund may also hold cash and Cash Equivalents pending investment or distribution.	
“ Investment Grade Status ” shall occur when the Notes receive both of the following:
 
(a)	a rating of “BBB-” or higher from Fitch; and	
 
(b)	a rating of “Baa3” or higher from Moody’s;	
or the equivalent of such rating by either such rating organization or, if no rating of Moody’s or Fitch then exists, the equivalent of such rating by any other Nationally Recognized Statistical Ratings Organization.
“ Junior Secured Obligations ” means Other Collateral Secured Obligations for which the Lien securing such Other Collateral Secured Obligations ranks junior in priority to the Lien securing the Obligations under the Notes, the Note Guarantees, the Indenture and this Agreement.
“ Lien ” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof).
 
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“ Management Advances ” means loans or advances made to, or guarantees with respect to loans or advances made to, directors, officers, employees or consultants of any Parent Company, the Parent or any Restricted Subsidiary:
 
(a)	(x) in respect of travel, entertainment or moving related expenses Incurred in the ordinary course of business or (y) for purposes of funding any such person’s purchase of Capital Stock (or similar obligations) of the Parent, its Subsidiaries or any Parent Company with (in the case of this sub-Paragraph (y)) the approval of the Board of Directors;	
 
(b)	in respect of moving related expenses Incurred in connection with any closing or consolidation of any facility or office; or	
 
(c)	not exceeding $5.0 million in the aggregate outstanding at any time.	
“ Moody’s ” means Moody’s Investors Service, Inc. or any of its successors or assigns that is a Nationally Recognized Statistical Rating Organization.
“ Nationally Recognized Statistical Rating Organization ” means a nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act.
“ Net Available Cash ” from an Asset Disposition means cash payments received (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and net proceeds from the sale or other disposition of any securities received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring person of Indebtedness or other obligations relating to the properties or assets that are the subject of such Asset Disposition or received in any other non-cash form) therefrom, in each case net of:
 
(a)	all legal, accounting, investment banking, title and recording tax expenses, commissions and other fees and expenses Incurred, and all Taxes, and Related Taxes, paid or reasonably estimated to be required to be paid or accrued as a liability under IFRS (after taking into account any otherwise available tax credits or deductions of the Parent (or any of their Subsidiaries) and any tax sharing agreements), as a consequence of such Asset Disposition;	
 
(b)	all payments made on any Indebtedness which is secured by any assets subject to such Asset Disposition, in accordance with the terms of any Lien upon such assets, or which by applicable law be repaid out of the proceeds from such Asset Disposition;	
 
(c)	all distributions and other payments required to be made to minority interest holders (other than any Parent Company, the Parent or any of their respective Subsidiaries) in Subsidiaries or joint ventures as a result of such Asset Disposition; and	
 
(d)	the deduction of appropriate amounts required to be provided by the seller as a reserve, on the basis of IFRS, against any liabilities associated with the assets disposed of in such Asset Disposition and retained by the Parent or any Restricted Subsidiary after such Asset Disposition.	
 
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“ Net Cash Proceeds ” with respect to any issuance or sale of Capital Stock, means the cash proceeds of such issuance or sale net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, listing fees, discounts or commissions and brokerage, consultant and other fees and charges actually Incurred in connection with such issuance or sale and net of taxes paid or payable as a result of such issuance or sale (after taking into account any available tax credit or deductions and any tax sharing arrangements).
“ New Management Agreement ” means that certain Consulting Services Agreement, dated December 12, 2012, by and among Portfolio Company Advisors, Ltd, Bain Capital Partners, LLC, and Global Chaucer, S.L.U.
“ Non-Guarantor ” means any Restricted Subsidiary that is not a Guarantor.
“ Note Guarantee ” means the guarantee by each Guarantor of the Parent’s obligations under the Indenture and the Notes.
“ Obligations ” means any principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnification, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.
“ Offering ” means the offering of the Notes and the application of the proceeds thereof.
“ Offering Circular ” means that certain offering circular. dated on or around the date hereof relating to the initial offering of the Notes.
“ Officer ” means, with respect to any Person, (1) the Chairman of the Board of Directors, the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President, the Treasurer, any Managing Director, or the Secretary (a) of such Person or (b) if such Person is owned or managed by a single entity, of such entity, or (2) any other individual designated as an “Officer” for the purposes of this Agreement by the Board of Directors of such Person.
“ Officer’s Certificate ” means, with respect to any Person, a certificate signed by one Officer of such Person.
 
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“ Opinion of Counsel ” means a written opinion from legal counsel reasonably satisfactory to the Trustee. The counsel may be an employee of or counsel to the Parent or its Subsidiaries.
“ Other Collateral Secured Obligations ” means any and all amounts payable under or in respect of any Indebtedness, including principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Parent whether or not a claim for Post-Petition Interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, guarantees and all other amounts payable thereunder or in respect of, in each case, (x) secured by a Permitted Collateral Lien (other than Payment Priority Obligations) and (y) such related Lien shall rank on a pari passu basis or a junior basis to the Lien securing the Obligations under the Notes, the Note Guarantees, the Indenture and this Agreement.
“ Parent ” means BC Luxco 1 S.a.r.l.
“ Parent Company ” means any Person of which the Parent at any time is a Subsidiary, or at any time after the Issue Date becomes a Subsidiary, and any holding company established by any Permitted Holder for purposes of holding its investment in any Parent Company.
“ Parent Expenses ” means:
 
(a)	costs (including all professional fees and expenses) Incurred by the Parent in connection with reporting obligations under or otherwise Incurred in connection with compliance with applicable laws, rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange this Agreement or any other agreement or instrument relating to Indebtedness of the Parent or any Restricted Subsidiary, including in respect of any reports filed with respect to the Securities Act, Exchange Act or the respective rules and regulations promulgated thereunder;	
 
(b)	customary indemnification obligations of any Parent Company owing to directors, officers, employees or other Persons under its charter or by-laws or pursuant to written agreements with any such Person to the extent relating to the Parent and its Subsidiaries;	
 
(c)	obligations of any Parent Company in respect of director and officer insurance including premiums therefor) to the extent relating to the Parent and its Subsidiaries;	
 
(d)	general corporate overhead expenses, including professional fees and expenses and other operational expenses of any Parent Company related to the ownership or operation of the business of the Parent or any of its Restricted Subsidiaries; and	
 
(e)	expenses Incurred by any Parent Company in connection with any public offering or other sale of Capital Stock or Indebtedness:	
 
 	(i)	where the net proceeds of such offering or sale are intended to be received by or contributed to the Parent or a Restricted Subsidiary,	
 
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 	(ii)	in a pro-rated amount of such expenses in proportion to the amount of such net proceeds intended to be so received or contributed, or	
 
 	(iii)	otherwise on an interim basis prior to completion of such offering so long as any Parent Company shall cause the amount of such expenses to be repaid to the Parent or the relevant Restricted Subsidiary out of the proceeds of such offering promptly if completed.	
“ Pari Passu Indebtedness ” means Indebtedness of the Parent which ranks equally in right of payment to the Notes or any guarantee if such guarantee ranks equally in right of payment to the Note Guarantees.
“ Pari Passu Secured Obligations ” means Other Collateral Secured Obligations for which the Lien securing such Other Collateral Secured Obligations ranks on a parity basis to the Lien securing the Obligations under the Notes, the Note Guarantees and the Indenture.
“ Payment Priority Obligations ” means (i) any and all amounts payable under or in respect of this Agreement or a Credit Facility and any other Credit Facility Documents as amended, restated, supplemented, waived, replaced, restructured, repaid, refunded, refinanced or otherwise modified from time to time, including principal, premium (if any), interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Parent whether or not a claim for Post-Petition Interest is allowed in such proceedings), fees, charges, expenses, reimbursement obligations, guarantees and all other amounts payable thereunder or in respect of, in each case, to the extent secured by a Permitted Collateral Lien Incurred or deemed Incurred pursuant to paragraph (a) of the definition of “Permitted Collateral Liens”, and (ii) all other Obligations of the Parent or any of its Restricted Subsidiaries in respect of Hedging Obligations or Obligations in respect of cash management services in each case owing to a Person that is a holder of Indebtedness described in Paragraph (i) above or an Affiliate of such holder at the time of entry into such Hedging Obligations or Obligations in respect of cash management services, and (iii) all Obligations of the Parent or any of its Restricted Subsidiaries in respect of Hedging Obligations related to the Notes or the Revolving Facility, to the extent secured by a Permitted Collateral Lien Incurred or deemed Incurred pursuant to paragraph (b) of the definition of “Permitted Collateral Liens”.
“ Permitted Asset Swap ” means the concurrent purchase and sale or exchange of assets used or useful in a Similar Business or a combination of such assets and cash, Cash Equivalents between the Parent or any of its Restricted Subsidiaries and another Person; provided that any cash or Cash Equivalents received in excess of the value of any cash or Cash Equivalents sold or exchanged must be applied in accordance with the covenant set out in Paragraph 5 ( Sales of Assets and Subsidiary Stock ) in Schedule 15 ( General Undertakings ).
 
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“ Permitted Collateral Liens ” means:
 
(a)	Liens on the Charged Property that are described in one or more of paragraphs (r) and (s) of the definition of “Permitted Liens”;	
 
(b)	Liens on the Charged Property that are described in one or more of paragraphs (d), (h), (o), (y), (dd), (ee), (ff) or (gg) of the definition of “Permitted Liens”;	
 
(c)	Liens on the Charged Property to secure any Refinancing Indebtedness in respect of Indebtedness secured by Liens on the Charged Property referred to in the foregoing paragraphs (a) or (b) or this paragraph (c); and	
 
(d)	Liens Incurred in the ordinary course of business of the Issuer or any of its Restricted Subsidiaries with respect to obligations that in total do not exceed $5.0 million at any one time outstanding and that (i) are not Incurred in connection with the borrowing of money) and (ii) do not in the aggregate materially detract from the value of the property or materially impair the use thereof or the operation of the Parent’s or such Restricted Subsidiary’s business.	
“ Permitted Debt ” has the meaning given to that term in Paragraph 1 ( Incurrence of Indebtedness ) of Schedule 15 ( General Undertakings ).
“ Permitted Holders ” means, collectively, (1) Bain, (2) any one or more Persons, together with such Persons’ Affiliates, whose beneficial ownership constitutes or results in a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of this Agreement, (3) members of management of the Parent (or its direct or indirect Parent Companies), (4) any Person who is acting as an underwriter in connection with a public or private offering of Capital Stock of any Parent Company or the Parent, acting in such capacity, and (5) any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided that, in the case of such group and without giving effect to the existence of such group or any other group, Bain and members of management, collectively, have beneficial ownership of more than 50% of the total voting power of the Voting Stock of the Parent or any of its Parent Companies held by such group.
“ Permitted Investment ” means (in each case, by the Parent or any of its Restricted Subsidiaries):
 
(a)	Investments in (a) a Restricted Subsidiary (including the Capital Stock of a Restricted Subsidiary) or the Parent, or (b) a Person (including the Capital Stock of any such Person) that will, upon the making of such Investment, become a Restricted Subsidiary;	
 
(b)	Investments in another Person if such Person is engaged in any Similar Business and as a result of such Investment such other Person is merged, consolidated or otherwise combined with or into, or transfers or conveys all or substantially all its assets to, the Parent or a Restricted Subsidiary;	
 
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(c)	Investments in cash, Cash Equivalents or Investment Grade Securities;	
 
(d)	Investments in receivables owing to the Parent or any Restricted Subsidiary created or acquired in the ordinary course of business;	
 
(e)	Investments in payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;	
 
(f)	Management Advances;	
 
(g)	Investments received in settlement of debts created in the ordinary course of business and owing to the Parent or any Restricted Subsidiary or in exchange for any other Investment or accounts receivable held by the Parent or any such Restricted Subsidiary, or as a result of foreclosure, perfection or enforcement of any Lien, or in satisfaction of judgments or pursuant to any plan of reorganization or similar arrangement including upon the bankruptcy or insolvency of a debtor or otherwise with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;	
 
(h)	Investments made as a result of the receipt of non-cash consideration from a sale or other disposition of property or assets, including an Asset Disposition;	
 
(i)	Investments existing or pursuant to agreements or arrangements in effect on the Closing Date and any modification, replacement, renewal or extension thereof; provided that the amount of any such Investment may not be increased except (a) as required by the terms of such Investment as in existence on the Closing Date or (b) as otherwise permitted under this Agreement;	
 
(j)	Hedging Obligations, which transactions or obligations are Incurred in compliance with Paragraph 1 ( Incurrence of Indebtedness ) of Schedule 15 ( General Undertakings );	
 
(k)	pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of business or Liens otherwise described in the definition of “Permitted Liens” or made in connection with Liens permitted under the covenant set out in Paragraph 3 (Limitation on Liens) of Schedule 15 ( General Undertakings );	
 
(l)	any Investment to the extent made using Capital Stock of the Parent (other than Disqualified Stock) or Capital Stock of any Parent Company as consideration;	
 
(m)	any transaction to the extent constituting an Investment that is permitted and made in accordance with the provisions of paragraph 6.3 of the covenant described under Paragraph 6 ( Transactions with Affiliates ) of Schedule 15 ( General Undertakings ) (except those described in Paragraph 6.3(a), (c), (f), (g), (h), (i), (k), (l) and (o));	
 
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(n)	Investments consisting of purchases and acquisitions of inventory, supplies, materials and equipment or licenses or leases of intellectual property, in any case, in the ordinary course of business and in accordance with this Agreement;	
 
(o)	(i) guarantees not prohibited by the covenant set out in Paragraph 1 ( Incurrence of Indebtedness ) of Schedule 15 ( General Undertakings ) and (other than with respect to Indebtedness) guarantees, keepwells and similar arrangements in the ordinary course of business, and (ii) performance guarantees with respect to obligations Incurred by the Parent or any of its Restricted Subsidiaries that are permitted by this Agreement;	
 
(p)	Investments consisting of earnest money deposits required in connection with a purchase agreement, or letter of intent, or other acquisitions to the extent not otherwise prohibited by this Agreement;	
 
(q)	Investments of a Restricted Subsidiary acquired after the Closing Date or of an entity merged into the Parent or merged into or consolidated with a Restricted Subsidiary after the Closing Date to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;	
 
(r)	Investments consisting of licensing of intellectual property pursuant to joint marketing arrangements with other Persons;	
 
(s)	contributions to a “rabbi” trust for the benefit of employees or other grantor trust subject to claims of creditors in the case of a bankruptcy of the Parent;	
 
(t)	Investments in joint ventures and Unrestricted Subsidiaries having an aggregate fair market value, when taken together with all other Investments made pursuant to this Paragraph that are at the time outstanding, not to exceed the greater of $50.0 million and 7.0% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); and	
 
(u)	additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this paragraph (u) that are at that time outstanding, not to exceed the greater of $55.0 million and 7.75% of Total Assets (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value) plus the amount of any distributions, dividends, payments or other returns in respect of such Investments (without duplication for purposes of the covenant set out in Paragraph 2 ( Restricted Payments ) in Schedule 15 ( General Undertakings ) of any amounts applied pursuant to Paragraph (c)); provided that if such Investment is in Capital Stock of a Person that subsequently becomes a Restricted Subsidiary, such Investment shall thereafter be deemed permitted under paragraph (a) or (b) above and shall not be included as having been made pursuant to this paragraph (u).	
 
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“ Permitted Liens ” means, with respect to any Person:
 
(a)	Liens on Capital Stock, assets or property of a Restricted Subsidiary that is not a Guarantor securing Indebtedness of any Restricted Subsidiary that is not a Guarantor;	
 
(b)	pledges, deposits or Liens under workmen’s compensation laws, unemployment insurance laws, social security laws or similar legislation, or insurance related obligations (including pledges or deposits securing liability to insurance carriers under insurance or self-insurance arrangements), or in connection with bids, tenders, completion guarantees, contracts (other than for borrowed money) or leases, or to secure utilities, licenses, public or statutory obligations, or to secure surety, indemnity, judgment, appeal or performance bonds, guarantees of government contracts (or other similar bonds, instruments or obligations), or as security for contested taxes or import or customs duties or for the payment of rent, or other obligations of like nature, in each case Incurred in the ordinary course of business;	
 
(c)	Liens imposed by law, including carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s and repairmen’s or other like Liens, in each case for sums not yet overdue for a period of more than 60 days or that are bonded or being contested in good faith by appropriate proceedings;	
 
(d)	Liens for taxes, assessments or other governmental charges not yet delinquent or which are being contested in good faith by appropriate proceedings; provided that appropriate reserves required pursuant to IFRS have been made in respect thereof;	
 
(e)	encumbrances, ground leases, easements (including reciprocal easement agreements), survey exceptions, or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning, building codes or other restrictions (including minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of the business of the Parent and its Restricted Subsidiaries or to the ownership of their properties which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of the Parent and its Restricted Subsidiaries;	
 
(f)	Liens (a) on assets or property of the Parent or any Restricted Subsidiary securing Hedging Obligations or Cash Management Services permitted under this Agreement; (b) that are contractual rights of set-off or, in the case of Paragraph (i) or (ii) below, other bankers’ Liens (i) relating to treasury, depository and cash management services or any automated clearing house transfers of funds in the ordinary course of business and not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations Incurred in the ordinary course of business of the Parent or any Subsidiary or (iii) relating to purchase orders and	
 
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 	other agreements entered into with customers of the Parent or any Restricted Subsidiary in the ordinary course of business; (c) on cash accounts securing Indebtedness Incurred under paragraph 1.2(h)(iii) of Schedule 15 ( General Undertakings ) with financial institutions; (d) encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts Incurred in the ordinary course of business, consistent with past practice and not for speculative purposes; and/or (e) (i) of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (ii) in favor of a banking institution arising as a matter of law encumbering deposits (including the right of set-off) arising in the ordinary course of business in connection with the maintenance of such accounts and (iii) arising under customary general terms of the account bank in relation to any bank account maintained with such bank and attaching only to such account and the products and proceeds thereof, which Liens, in any event, do not to secure any Indebtedness;	
 
(g)	leases, licenses, subleases and sublicenses of assets (including real property and intellectual property rights), in each case entered into in the ordinary course of business;	
 
(h)	Liens arising out of judgments, decrees, orders or awards not giving rise to an Event of Default so long as any appropriate legal proceedings which may have been duly initiated for the review of such judgment, decree, order or award have not been finally terminated or the period within which such proceedings may be initiated has not expired;	
 
(i)	Liens arising from Uniform Commercial Code financing statement filings (or similar filings in other applicable jurisdictions) regarding operating leases entered into by the Parent and its Restricted Subsidiaries in the ordinary course of business;	
 
(j)	Liens existing on the Closing Date;	
 
(k)	Liens on property, other assets or shares of stock of a Person at the time such Person becomes a Restricted Subsidiary (or at the time the Parent or a Restricted Subsidiary acquires such property, other assets or shares of stock, including any acquisition by means of a merger, consolidation or other business combination transaction with or into the Parent or any Restricted Subsidiary); provided , however , that such Liens are not created, Incurred or assumed in anticipation of or in connection with such other Person becoming a Restricted Subsidiary (or such acquisition of such property, other assets or stock); provided , further , that such Liens are limited to all or part of the same property, other assets or stock (plus improvements, accession, proceeds or dividends or distributions in connection with the original property, other assets or stock) that secured (or, under the written arrangements under which such Liens arose, could secure) the obligations to which such Liens relate;	
 
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(l)	Liens on assets or property of the Parent or any Restricted Subsidiary securing Indebtedness or other obligations of the Parent or such Restricted Subsidiary owing to the Parent or another Restricted Subsidiary, or Liens in favor of the Parent or any Restricted Subsidiary;	
 
(m)	Liens securing Refinancing Indebtedness Incurred to refinance Indebtedness that was previously so secured, and permitted to be secured under this Agreement (other than pursuant to paragraphs (r), (s), (t) and (cc) of this definition of Permitted Liens); provided that any such Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which the original Lien arose, could secure) the Indebtedness being refinanced or is in respect of property that is or could be the security for or subject to a Permitted Lien hereunder;	
 
(n)	(a) mortgages, liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any government, statutory or regulatory authority, developer, landlord or other third party on property over which the Parent or any Restricted Subsidiary of the Parent has easement rights or on any leased property and subordination or similar arrangements relating thereto and (b) any condemnation or eminent domain proceedings affecting any real property;	
 
(o)	any encumbrance or restriction (including put and call arrangements) with respect to Capital Stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;	
 
(p)	Liens on property or assets under construction (and related rights) in favor of a contractor or developer or arising from progress or partial payments by a third party relating to such property or assets;	
 
(q)	Liens arising out of conditional sale, title retention, hire purchase, consignment or similar arrangements for the sale of goods entered into in the ordinary course of business;	
 
(r)	Liens securing Indebtedness permitted to be Incurred under the Credit Facilities (including this Agreement), including any letter of credit facility relating thereto, that was permitted by the terms of this Agreement to be Incurred pursuant to Paragraph 1.2(a) of Schedule 15 ( General Undertakings ) and the related Hedging Obligations Incurred pursuant to Paragraph 1.2(f) of Schedule 15 ( General Undertakings ); provided that, in the case of Liens securing any Indebtedness constituting Payment Priority Obligations or Other Collateral Secured Obligations, the holders of such Indebtedness, or their duly appointed agent, shall become party to any Intercreditor Agreement;	
 
(s)	(i) Liens Incurred to secure Obligations in respect of any Capitalized Lease Obligations or Purchase Money Obligations permitted by Paragraph 1.2(g) of	
 
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 	Schedule 15 ( General Undertakings );” provided that any such Lien may not extend to any assets or property of the Parent or any Restricted Subsidiary other than assets or property acquired, improved, constructed or leased with the proceeds of such Indebtedness and any improvements or accessions to such assets and property and (ii) any interest or title of a lessor under any Capitalized Lease Obligation or operating lease;	
 
(t)	Liens to secure Indebtedness of any Non-Guarantor permitted by Paragraph 1.2(k) of Schedule 15 ( General Undertakings ) covering only the assets of such Non-Guarantor;	
 
(u)	Liens on Capital Stock or other securities, assets or property of any Unrestricted Subsidiary that secure Indebtedness of an Unrestricted Subsidiary;	
 
(v)	any security granted over the marketable securities portfolio described in paragraph (j) of the definition of “Cash Equivalents” in connection with the disposal thereof to a third party;	
 
(w)	Liens on specific items of inventory of other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;	
 
(x)	Liens on equipment of the Parent or any Restricted Subsidiary and located on the premises of any client or supplier in the ordinary course of business;	
 
(y)	Liens on assets or securities deemed to arise in connection with and solely as a result of the execution, delivery or performance of contracts to sell such assets or securities if such sale is otherwise permitted by this Agreement;	
 
(z)	Liens arising by operation of law or contract on insurance policies and the proceeds thereof to secure premiums thereunder, and Liens, pledges and deposits in the ordinary course of business securing liability for premiums or reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefits of) insurance carriers;	
 
(aa)	Liens solely on any cash earnest money deposits made in connection with any letter of intent or purchase agreement permitted hereunder;	
 
(bb)	Liens (i) on cash advances in favor of the seller of any property to be acquired in an Investment permitted pursuant to Permitted Investments to be applied against the purchase price for such Investment, and (ii) consisting of an agreement to sell any property in an asset sale permitted under the covenant set out in Paragraph 5 ( Sales of Assets and Subsidiary Stock ) of Schedule 15 ( General Undertakings ) in each case, solely to the extent such Investment or asset sale, as the case may be, would have been permitted on the date of the creation of such Lien;	
 
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(cc)	Liens securing Indebtedness and other obligations in an aggregate principal amount not to exceed the greater of (a) $25.0 million and (b) 3.5% of Total Assets, at any one time outstanding;	
 
(dd)	Liens Incurred to secure Obligations in respect of any Indebtedness permitted to be Incurred pursuant to the covenant set out in Paragraph 1 ( Incurrence of Indebtedness ) of Schedule 15 ( General Undertakings ); provided that, with respect to liens securing Obligations permitted under this Paragraph, at the time of Incurrence and after giving pro forma effect thereto, the Consolidated Secured Leverage Ratio would be no greater than 3.50 to 1.0; provided that, in the case of Liens securing any Indebtedness constituting Other Collateral Secured Obligations, the holders of such Indebtedness, or their duly appointed agent, shall become party to an Intercreditor Agreement; provided further that, for purposes of this paragraph (dd), Indebtedness secured by a Lien under this paragraph (dd) and any Secured Indebtedness under any Credit Facility shall be deemed to be Incurred on the date on which commitments are provided with respect thereto and shall be deemed to remain outstanding until such commitments have been terminated;	
 
(ee)	Liens securing the Revolving Facility pursuant to the Transaction Security Documents,	
 
(ff)	Liens securing the Notes issued on the Issue Date, the Indenture or the Transaction Security Documents (in each case excluding Additional Notes);	
 
(gg)	the Hedging Obligations related to the Notes or the Revolving Facility Incurred pursuant to Paragraph 1.2(f) of Schedule 15 ( General Undertakings ); and	
 
(hh)	Liens on the Charged Property in favor of the Security Agent for the benefit of the Lenders relating to such Security Agent’s administrative expenses with respect to the Charged Property.	
For purposes of this definition, the term Indebtedness shall be deemed to include interest on such Indebtedness including interest which increases the principal amount of such Indebtedness.
“ Person ” means any individual, corporation, partnership, joint venture, association, joint-stock Parent, trust, unincorporated organization, limited liability Parent, government or any agency or political subdivision thereof or any other entity.
“ Post-Closing Guarantors ” means, collectively, Atento Atencion y Servicios S.A. de C.V., Atento Impulsa, S.L.U., Atento Servicios Técnicos y Consultoría, S.L.U., Atento Servicios Auxiliares de Contact Center S.L.U., Atento Columbia S.A., Teleatento del Peru S.A.C. and Atento Holding Chile, S.A.
“ Post-Petition Interest ” means any interest or entitlement to fees or expenses or other charges that accrue after the commencement of any bankruptcy or insolvency proceeding, whether or not allowed or allowable as a claim in any such bankruptcy or insolvency proceeding.
 
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“ Preferred Stoc k” as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.
“ Purchase Agreement ” means that certain Sale and Purchase Agreement, dated as of October 11, 2012, by and between Telefonica, S.A. and the Buyers referred to therein, and as described, in all material respects, in this offering circular.
“ Purchase Money Obligations ” means any Indebtedness Incurred to finance or refinance the acquisition, leasing, construction or improvement of property (real or personal) or assets (including Capital Stock), and whether acquired through the direct acquisition of such property or assets or the acquisition of the Capital Stock of any Person owning such property or assets, or otherwise.
“ Qualified Securitization Financing ” means any Securitization Facility of a Securitization Subsidiary that meets the following conditions: (i) the board of directors of the Parent shall have determined in good faith that such Qualified Securitization Financing (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Parent and its Restricted Subsidiaries, (ii) all sales of Securitization Assets and related assets by the Parent or any Restricted Subsidiary to the Securitization Subsidiary or any other Person are made at fair market value (as determined in good faith by the Parent), (iii) the financing terms, covenants, termination events and other provisions thereof shall be market terms (as determined in good faith by the Parent) and may include Standard Securitization Undertakings and (iv) the Obligations under such Securitization Facility are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Parent or any of its Restricted Subsidiaries (other than a Securitization Subsidiary).
“ Rating Agency ” means (1) each of Moody’s and Fitch and (2) if Moody’s or Fitch ceases to rate the Notes for reasons outside of the Parent’s control, a Nationally Recognized Statistical Rating Organization selected by the Parent or any Parent Company as a replacement agency for Moody’s or Fitch, as the case may be.
“ Refinance ” means refinance, refund, replace, renew, repay, modify, restate, defer, substitute, supplement, reissue, resell, extend or increase (including pursuant to any defeasance or discharge mechanism) and the terms “refinances,” “refinanced” and “refinancing” as used for any purpose in this Agreement shall have a correlative meaning.
“ Refinancing Indebtedness ” means Indebtedness that is Incurred to refund, refinance, replace, exchange, renew, repay or extend (including pursuant to any defeasance or discharge mechanism) any Indebtedness existing on the Closing Date or Incurred in
 
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compliance with this Agreement (including Indebtedness of the Parent that refinances Indebtedness of any Restricted Subsidiary and Indebtedness of any Restricted Subsidiary that refinances Indebtedness of the Parent or another Restricted Subsidiary) including Indebtedness that refinances Refinancing Indebtedness; provided , however , that:
 
(a)	the Refinancing Indebtedness has a final Weighted Average Life to Maturity at the time such Refinancing Indebtedness is Incurred that is the same as or greater than the final Weighted Average Life to Maturity of the Indebtedness being refinanced or, if less, the Notes;	
 
(b)	the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness renewed, refunded, refinanced, replaced, defeased or discharged (plus all accrued interest on the Indebtedness and the amount of all fees and expenses, including premiums, Incurred in connection therewith);	
 
(c)	if the Indebtedness being refinanced constituted Subordinated Indebtedness, such Refinancing Indebtedness is subordinated to the right to payment under the Finance Documents and the Notes or the applicable guarantee on terms at least as favorable to the Lenders as those contained in the documentation governing the Indebtedness being refinanced; and	
 
(d)	shall not include:	
 
 	(i)	Indebtedness, Disqualified Stock or Preferred Stock a Subsidiary of the Parent that is not a Guarantor that refinances Indebtedness, Disqualified Stock or Preferred Stock of the Parent or a Guarantor; or	
 
 	(ii)	Indebtedness, Disqualified Stock or Preferred Stock of the Parent or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or Preferred Stock of an Unrestricted Subsidiary.	
Refinancing Indebtedness in respect of any Credit Facility or any other Indebtedness may be Incurred or committed from time to time within 180 days after the termination, discharge or repayment of any such Credit Facility or other Indebtedness.
“ Related Taxes ” means, without duplication, any Taxes (other than (x) Taxes measured by income and (y) non-employment related withholding Taxes), required to be paid (provided such Taxes are in fact paid) by any Parent Company solely by virtue of its:
 
(a)	being organized or having Capital Stock outstanding (but not by virtue of owning stock or other equity interests of any corporation or other entity other than, directly or indirectly, the Parent or any of the Parent’s Subsidiaries);	
 
(b)	being a Parent Company, directly or indirectly, of the Parent or any of the Parent’s Subsidiaries;	
 
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(c)	receiving dividends, distributions or other payments from the Parent or any of the Parent’s Subsidiaries to the extent permitted pursuant to Paragraph 2.2(f)(i), (k) and (p) of Permitted Payments of Schedule 15 ( General Undertakings ); or	
 
(d)	receiving any non-cash dividends, distributions or payments from the Parent or any of the Parent’s subsidiaries to the extent permitted to make payments to any Parent Company pursuant Paragraph 2 ( Restricted Payments ) of Schedule 15 ( General Undertakings ).	
“ Representative ” means any trustee, agent or representative (if any) for an issue of Indebtedness or the provider of Indebtedness (if provided on a bilateral basis), as the case may be.
“ Restricted Group ” means the Parent and its Restricted Subsidiaries and not any of its Unrestricted Subsidiaries.
“ Restricted Investment ” means any Investment other than a Permitted Investment.
“ Restricted Subsidiary ” means any Subsidiary of the Parent other than an Unrestricted Subsidiary.
“ S&P ” means Standard & Poor’s Investors Ratings Services or any of its successors or assigns that is a Nationally Recognized Statistical Rating Organization.
“ Sale and Leaseback Transaction ” means any arrangement providing for the leasing by the Parent or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Parent or such Restricted Subsidiary to a third Person in contemplation of such leasing.
“ SEC ” means the U.S. Securities and Exchange Commission or any successor thereto.
“ Secured Indebtedness ” means any Indebtedness secured by a Lien other than Indebtedness with respect to Cash Management Services.
“ Secured Obligations ” has the meaning given to that term in Paragraph 8 of Schedule 15 ( General Undertakings ).
“ Securities Act ” means the U.S. Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder, as amended.
“ Securitization Asset ” means any accounts receivable, real estate asset, mortgage receivables or related assets, in each case subject to a Securitization Facility.
“ Securitization Facility ” means any of one or more securitization financing facilities as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, pursuant to which the Parent or any of its Restricted Subsidiaries sells its Securitization Assets to either (a) Person that is not a Restricted Subsidiary or (b) a Securitization Subsidiary that in turn sells Securitization Assets to a person that is not a Restricted Subsidiary.
 
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“ Securitization Fees ” means distributions or payments made directly or by means of discounts with respect to any Securitization Asset or participation interest therein issued or sold in connection with, and other fees paid to a person that is not a Restricted Subsidiary in connection with, any Qualified Securitization Financing.
“ Securitization Repurchase Obligation ” means any obligation of a seller of Securitization Assets in a Qualified Securitization Financing to repurchase Securitization Assets arising as a result of a breach of a representation, warranty or covenant or otherwise, including, without limitation, as a result of a receivable or portion thereof becoming subject to any asserted defense, dispute, offset or counterclaim of any kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.
“ Securitization Subsidiary ” means any Subsidiary in each case formed for the purpose of and that solely engages in one or more Qualified Securitization Financings and other activities reasonably related thereto.
“ Significant Subsidiary ” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the Closing Date.
“ Similar Business ” means (a) any businesses, services or activities engaged in by the Parent or any of its Subsidiaries on the Closing Date and (b) any businesses, services and activities engaged in by the Parent or any of its Subsidiaries that are related, complementary, incidental, ancillary or similar to any of the foregoing or are extensions or developments of any thereof.
“ Standard Securitization Undertakings ” means representations, warranties, covenants and indemnities entered into by the Parent or any Subsidiary of the Parent which the Parent has determined in good faith to be customary in a Securitization Financing, including, without limitation, those relating to the servicing of the assets of a Securitization Subsidiary, it being understood that any Securitization Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking.
“ Stated Maturity ” means, with respect to any security, the date specified in such security as the fixed date on which the payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision, but shall not include any contingent obligations to repay, redeem or repurchase any such principal prior to the date originally scheduled for the payment thereof.
“ Subordinated Indebtedness ” means, with respect to an obligor, any Indebtedness (whether outstanding on the Closing Date or thereafter Incurred) which is expressly subordinated in right of payment to the Finance Documents and the Notes or the Note guarantees respectively pursuant to a written agreement.
 
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“ Subsidiary ” means, with respect to any Person:
 
(a)	any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof; or	
 
(b)	any partnership, joint venture, limited liability company or similar entity of which:	
 
 	(i)	more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership interests or otherwise; and	
 
 	(ii)	such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity.	
“ Successor Parent ” has the meaning given to it in paragraph 9.1(a) of Schedule 15 ( General Undertakings ).
“ Taxes ” means all present and future taxes, levies, imposts, assessments, deductions, charges, duties and withholdings and any charges of a similar nature (including, without limitation, interest, penalties and other liabilities with respect thereto) that are imposed by any government or other taxing authority.
“ Total Assets ” mean, as of any date, the total consolidated assets of the Parent and its Restricted Subsidiaries on a consolidated basis, as shown on the most recent consolidated balance sheet of the Parent and its Restricted Subsidiaries, determined on a pro forma basis in a manner consistent with the pro forma basis contained in the definition of Fixed Charge Coverage Ratio.
“ Transactions ” means the transactions contemplated by the Purchase Agreement, the entry into this Agreement, and the application of the proceeds thereof and in connection with the Offering.
“ Unrestricted Subsidiary ” means:
 
(a)	any Subsidiary of the Parent that at the time of determination is an Unrestricted Subsidiary (as designated by the Board of Directors of the Parent in the manner provided below); and	
 
(b)	any Subsidiary of an Unrestricted Subsidiary,	
 
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provided that as of the Closing Date the Argentinian Subsidiaries and the Brazilian Subsidiaries shall be Unrestricted Subsidiaries.
The Board of Directors of the Parent may designate any Subsidiary of the Parent (including any newly acquired or newly formed Subsidiary or a Person becoming a Subsidiary through merger, consolidation or other business combination transaction, or Investment therein) to be an Unrestricted Subsidiary only if:
 
(a)	such Subsidiary or any of its Subsidiaries does not own any Capital Stock or Indebtedness of, or own or hold any Lien on any property of, the Parent or any other Subsidiary of the Parent which is not a Subsidiary of the Subsidiary to be so designated or otherwise an Unrestricted Subsidiary; and	
 
(b)	such designation and the Investment of the Parent in such Subsidiary complies with Paragraph 2 ( Restricted Payments ) of Schedule 15 ( General Undertakings ).	
“ Voting Stock ” of a Person means all classes of Capital Stock of such Person then outstanding and normally entitled to vote in the election of directors.
“ Weighted Average Life to Maturity ” means, when applied to any Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:
 
(a)	the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment, by	
 
(b)	the sum of all such payments.	
“ Wholly Owned Subsidiary ” means a Subsidiary of the Parent, all of the Capital Stock of which is owned by the Parent or a Guarantor.
 
286

SCHEDULE 18
Forms of Notifiable Debt Purchase Transaction Notice
Part 1
Form of Notice on Entering into Notifiable Debt Purchase Transaction

To:	 	[ — ] as Agent	
		
From:	 	[The Lender]	
Dated:
Atento – Revolving Facilities Agreement dated [ — ] (the “Facilities Agreement”)
 
1.	We refer to Clause 39.7 ( Restriction on Debt Purchase Transactions ) of the Facilities Agreement. Terms defined in the Facilities Agreement have the same meaning in this notice unless given a different meaning in this notice.	
 
2.	We have entered into a Notifiable Debt Purchase Transaction.	
 
3.	The Notifiable Debt Purchase Transaction referred to in paragraph 2 above relates to the amount of our Commitment(s) as set out below.	

Commitment	  	[Amount of our Commitment to which Notifiable Debt	
	  	Purchase Transaction relates (Base Currency)]	

[Lender]	
	
By:	
 
287

Part 2
Form of Notice on Termination of Notifiable Debt Purchase Transaction
Notifiable Debt Purchase Transaction ceasing to be with Investor Affiliate

To:	 	[ — ] as Agent	
		
From:	 	[The Lender]	
Dated: [ — ]
Atento – Revolving Facilities Agreement dated [ — ] (the “Facilities Agreement”)
 
1.	We refer to paragraph [ — ] of [ — ] entered into by Investor Affiliates of the Facilities Agreement. Terms defined in the Facilities Agreement have the same meaning in this notice unless given a different meaning in this notice.	
 
2.	A Notifiable Debt Purchase Transaction which we entered into and which we notified you of in a notice dated [ — ] has [terminated]/[ceased to be with an Investor Affiliate].*	
 
3.	The Notifiable Debt Purchase Transaction referred to in paragraph 2 above relates to the amount of our Commitment(s) as set out below.	

Commitment	  	Amount of our Commitment to which Notifiable Debt	
	  	Purchase Transaction relates (Base Currency)	

[Lender]	
	
By:	
 
288

SIGNATURES

THE PARENT	 		 		
				
	 	BC LUXCO 1 S.A.	 		 		
				
	 	/s/ Devin O’Reilly	 		 	/s/ Jay Corrigan	
	 	 	 		 	 	
	 	Devin O’Reilly	 		 	Jay Corrigan	
				
	 	By: (Authorised Signatory)	 		 	By: (Authorised Signatory)	
				
	 	Address:	 		 	Address:	
				
	 	9a rue Gabriel Lippmann, L-5365 Munsbach	 		 	9a rue Gabriel Lippmann, L-5365 Munsbach	

THE ORIGINAL BORROWERS

	 	BC LUXCO 1 S.A.	 		 		
				
	 	/s/ Devin O’Reilly	 		 	/s/ Jay Corrigan	
	 	 	 		 	 	
	 	Devin O’Reilly	 		 	Jay Corrigan	
				
	 	By: (Authorised Signatory)	 		 	By: (Authorised Signatory)	
				
	 	Address:	 		 	Address:	
				
	 	9a rue Gabriel Lippmann, L-5365 Munsbach	 		 	9a rue Gabriel Lippmann, L-5365 Munsbach	
				
	 	ATENTO TELESERVICIOS ESPANA, S.A.U.	 		 		
				
	 	/s/ Reyes Cerezo Rodriguez-Sedano	 		 		
	 	Reyes Cerezo Rodriguez-Sedano	 		 		
				
	 	By: (Authorised Signatory)	 		 		
				
	 	Address:	 		 		
				
	 	C / Santiago de Compostela, 94
28035 Madrid	 		 		

	
ATENTO MEXICANA, S.A. DE C.V.	
	
/s/ Eugenia Castenada Gomez Mont	
 	
Eugenia Castenada Gomez Mont	
	
By: (Authorised Signatory)	
	
Address:	
	
Monterrey 100, Colonia Hipodromo
Condesa, México City C.P. 06700	

THE ORIGINAL GUARANTORS

	 	BC LUXCO 1 S.A.	 		 		
				
	 	/s/ Devin O’Reilly	 		 	/s/ Jay Corrigan	
	 	 	 		 	 	
	 	Devin O’Reilly	 		 	Jay Corrigan	
				
	 	By: (Authorised Signatory)	 		 	By: (Authorised Signatory)	
				
	 	Address:	 		 	Address:	
				
	 	9a rue Gabriel Lippmann, L-5365 Munsbach	 		 	9a rue Gabriel Lippmann, L-5365 Munsbach	
				
	 	ATENTO TELESERVICIOS ESPANA, S.A.U.	 		 		
				
	 	/s/ Reyes Cerezo Rodriguez-Sedano	 		 		
	 	 	 		 		
	 	Reyes Cerezo Rodriguez-Sedano	 		 		
				
	 	By: (Authorised Signatory)	 		 		
				
	 	Address:	 		 		
				
	 	C / Santiago de Compostela, 94
28035 Madrid	 		 		

			
ATENTO MEXICANA, S.A. DE C.V.	
	
/s/ Eugenia Castenada Gomez Mont	
 	
Eugenia Castenada Gomez Mont	
		
By:	 	(Authorised Signatory)	
	
Address:	
	
Monterrey 100, Colonia Hipodromo	
Condesa, México City C.P. 06700	
	
ATENTO SERVICIOS, S.A. DE C.V.	
	
/s/ Alberto Bustamante Celis	
 	
Alberto Bustamante Celis	
		
By:	 	(Authorised Signatory)	
Address:	
	
Boulevard Diaz Ordaz 333 1 San Pedro	
Unidad, Nuevo León Mexico, C.P.66215	

									
THE ARRANGERS	 		 		

BANCO SANTANDER, S.A.	 		 		
		
/s/ Maria De Juan Álvarez De Lara	 	/s/ Guillermo Astorqui Nebreda	

By:	 	Maria De Juan Álvarez De Lara	 		 	By:	 	Guillermo Astorqui Nebreda	
					
 Address:	 	CIUDAD GRUPO SANTANDER	 		 	Address:	 	CIUDAD GRUPO SANTANDER	
	 	28660 BOADILLA DEL MONTE
MADRID - SPAIN	 		 		 	28660 BOADILLA DEL MONTE
MADRID - SPAIN	
Fax:	 	+34 91 289 1108	 		 	Fax:	 	+34 91 289 1108	
			
BANCO BILBAO VIZCAYA ARGENTARIA, S.A.	 		 		
			
/s/ Maite Vizan	 		 	/s/ Jean-Francois Guicheteau	
					
By:	 	Maite Vizan	 		 	By:	 	Jean-Francois Guicheteau	
					
Address:	 	Via de los Pablados
s/n - 4th floor
28027 Madrid	 		 	Address:	 	Via de los Pablados
s/n - 4th floor
28027 Madrid	
					
Fax:	 	+34 91 374 3833	 		 	Fax:	 	+34 91 374 3833	

									
BANCO SANTANDER (MEXICO), S.A.
INSTITUCION DE BANCA MÚLTIPLE,
GRUPO FINANCIERO SANTANDER
MĖXICO	 		 		 		
			
/s/ Octaviano Carlos Couttolenc Mestre	 		 	/s/ Wade A. Kit	
 	 		 	 	
By:	 	Octaviano Carlos Couttolenc Mestre	 		 	By:	 	Wade A. Kit	
					
 Address:	 		 		 	Address:	 		
			
Prol. Paseo de la Reforma 500, Modulo 109	 		 	Prol. Paseo de la Reforma 500, Modulo 109	
Col. Lomas de Santa Fe	 		 	Col. Lomas de Santa Fe	
01219 México, DF	 		 	01219 México, DF	
					
Fax:	 	+52 (55) 5269-1834	 		 	Fax:	 	+52 (55) 5269-1834	
				
BBVA BANCOMER, S.A.,
INSTITUCION DE BANCA MULTIPLE,
GRUPO FINANCIERO BBVA
BANCOMER	 		 		 		
			
/s/ Pablo Sanchez	 		 	/s/ Pablo Fossas	
By:	 	Pablo Sanchez	 		 	By:	 	Pablo Fossas	
					
Address:	 	Ave Universidad 1200	 		 	Address:	 	Ave Universidad 1200	
					
Fax:	 		 		 	Fax:	 		
 
[Signature Page - Atento SSRCF 2013 - Arranger]

THE ORIGINAL LENDERS

BANCO SANTANDER, S.A.	 		 		 		
			
/s/ Maria De Juan Álvarez De Lara	 		 	/s/ Guillermo Astorqui Nebreda	
					
By:	 	Maria De Juan Álvarez De Lara	 		 	By:	 	Guillermo Astorqui Nebreda	
					
 Address:	 	CUIDAD GRUPO SANTANDER	 		 	Address:	 	CIUDAD GRUPO SANTANDER	
	 	28660 BOADILLA DEL MONTE	 		 		 	28660 BOADILLA DEL MONTE	
	 	MADRID - SPAIN	 		 		 	MADRID - SPAIN	
					
Fax:	 	+34 91 289 1108	 		 	Fax:	 	+34 91 289 1108	
				
BANCO BILBAO VIZCAYA ARGENTARIA, S.A.	 		 		 		
			
/s/ Maite Vizan	 		 	/s/ Jean-Francois Guicheteau	
					
By:	 	Maite Vizan	 		 	By:	 	Jean-Francois Guicheteau	
					
Address:	 	Via de los Pablados
s/n - 4th floor
28027 Madrid	 		 	Address:	 	Via de los Pablados
s/n - 4th floor
28027 Madrid	
					
Fax:	 	+34 91 374 3833	 		 	Fax:	 	+34 91 374 3833	

									
BANCO SANTANDER (MEXICO), S.A.
INSTITUCION DE BANCA MÚLTIPLE,
GRUPO FINANCIERO SANTANDER
MĖXICO	 		 		
			
/s/ Octaviano Carlos Couttolenc Mestre	 		 	/s/ Wade A. Kit	
By:	 	Octaviano Carlos Couttolenc Mestre	 		 	By:	 	Wade A. Kit	
					
Address:	 		 		 	Address:	 		
			
Prol. Paseo de la Reforma 500, Modulo 109
Col. Lomas de Santa Fe
01219 México, DF	 		 	Prol. Paseo de la Reforma 500, Modulo 109
Col. Lomas de Santa Fe
01219 México, DF	
					
Fax:	 	+52 (55) 5269-1834	 		 	Fax:	 	+52 (55) 5269-1834	
				
BBVA BANCOMER, S.A.,
INSTITUCION DE BANCA MULTIPLE,
GRUPO FINANCIERO BBVA
BANCOMER	 		 		 		
			
/s/ Pablo Sanchez	 		 	/s/ Pablo Fossas	
By:	 	Pablo Sanchez	 		 	By:	 	Pablo Fossas	
					
Address:	 	Ave Universidad 1200	 		 	Address:	 	Ave Universidad 1200	
					
 Fax:	 		 		 	Fax:	 		
 
[Signature Pages - Atento SSRCF 2013 - Original Lender]

THE AGENT

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.	 		 		 		
			
/s/ Maite Vizan	 		 	/s/ Jean-Francois Guicheteau	

By:	 	Maite Vizan	 		 	By:	 	Jean-Francois Guicheteau	
					
Address:	 	Vía de los Poblados	 		 	Address:	 	Vía de los Poblados	
	 	s/n - 4th floor	 		 		 	s/n - 4th floor	
	 	28027 Madrid	 		 		 	28027 Madrid	
					
Fax:	 	+34 91 374 3833	 		 	Fax:	 	+34 91 374 3833	

THE ISSUING BANKS

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.	 		 		 		
			
/s/ Maite Vizan	 		 	/s/ Jean-Francois Guicheteau	
 	 		 	 	
By:	 	Maite Vizan	 		 	By:	 	Jean-Francois Guicheteau	
					
Address:	 	Vía de los Poblados	 		 	Address:	 	Vía de los Poblados	
	 	s/n - 4th floor	 		 		 	s/n - 4th floor	
	 	28027 Madrid	 		 		 	28027 Madrid	
					
Fax:	 	+34 91 374 3833	 		 	Fax:	 	+34 91 374 3833	
				
BBVA BANCOMER, S.A.,
INSTITUCION DE BANCA MULTIPLE,
GRUPO FINANCIERO BBVA
BANCOMER	 		 		 		
			
/s/ Pablo Sanchez	 		 	/s/ Pablo Fossas	
By:	 	Pablo Sanchez	 		 	By:	 	Pablo Fossas	
					
Address:	 	Ave Universidad 1200	 		 	Address:	 	Ave Universidad 1200	
					
Fax:	 		 		 	Fax:	 		

Exhibit 10.9
[Stamp] – JUCESP CERTIFICATE OF FILING        
2.244.754/12-1
[Barcode]
PRIVATE INDENTURE OF THE 1 st PUBLIC ISSUE, WITH RESTRICTED PLACEMENT EFFORTS, OF SIMPLE, NON-CONVERTIBLE SECURED DEBENTURES OF BC BRAZILCO PARTICIPAÇÕES S.A.
The parties to this “Private Indenture of the 1 st Public Issue, with Restricted Placement Efforts, of Simple, Non-Convertible Secured Debentures of BC Brazilco Participações S.A.” (“ Indenture ”):
 
 	I.	as issuer and offering company of the debentures subject matter of this Indenture (“ Debentures ”):	
BC BRAZILCO PARTICIPAÇÕES S.A. , a business corporation not registered as a publicly-held company with the Brazilian Securities Commission (“ CVM ”), headquartered in the city and state of São Paulo, at Avenida Bernardino de Campos, no. 98, 3o. andar, sala 18, enrolled in the National Corporate Taxpayers’ Register (“ CNPJ/MF ”) under no. 15.418.674/0001-88, represented herein under the terms of its bylaws (“ Company ” and/or “ Issuer ”); and
 
 	II.	as trustee, appointed in this Indenture and intervenor herein, representing the universe of the Debenture Holders (“ Debenture Holders ”):	
PLANNER TRUSTEE DISTRIBUIDORA DE TíTULOS E VALORES MOBILIíARIOS LTDA., a limited liability company headquartered in the city and state of São Paulo, at Avenida Brigadeiro Faria Lima, no. 3.900, 10o. andar, enrolled in the Ministry of Finance National Corporate Taxpayers’ Register under CNPJ/MF number 67.030.395/0001-46, represented herein under the terms of its articles of association (“ Trustee ”).
RESOLVE to enter into this Indenture pursuant to the following terms and conditions:
 
 	1.	AUTHORIZATION	
 
1.1	The issue of Debentures and the public offering of distribution of the Debentures with restricted placement efforts, under the terms of CVM Instruction no. 476, of January 16, 2009, as amended (“ CVM Instruction 476 ”) (“ Offering ”), shall be carried out based on the deliberations of the extraordinary general meetings of the Company’s shareholders held on November 8, 2012 and on November 22, 2012 (“ EGMs ”) under the terms of article 59 of Law no. 6,404, of December 15, 1976, as amended (“ Brazilian Corporation Law ”) and of the Issuer’s Bylaws.	
[Initials]
 
 	2.	REQUIREMENTS	
2.1 The Debenture issue and the Offering shall be performed with fulfillment of the following requirements:
I. filing and publication of the minutes of the EGMs . Under the terms of article 62, subparagraph I and of article 289 of the Brazilian Corporation Law, the minutes of the EGMs shall be filed at the Board of Trade of the State of São Paulo (“ JUCESP ”) and published in the Official Gazette of the State of São Paulo (“ DOESP ”) and in the “Diário Comercial” newspaper;
 
1

II. registration of this Indenture . Under the terms of article 62, subparagraph II and paragraph 3, of the Brazilian Corporation Law, this Indenture and any addenda hereto shall be registered at JUCESP. The original of this Indenture and of any addenda hereto duly registered at JUCESP shall be sent to the Trustee within 5 (five) days from the obtainment of the respective registration;
III. collateralization . Under the terms of article 62, subparagraph III, of the Brazilian Corporation Law, the pledging of Company shares as collateral (a) was formalized through the “Statutory Lien upon Shares and other Agreements” made by and between BC Luxco 1, BC Spain Holdco 4, S.A.U., the Company and the Trustee “ Statutory Lien Agreement of the Issuer ”), (b) was recorded in the Registered Share Register of the Company, and (c) the Statutory Lien Agreement of the Issuer shall be duly registered at the competent registry of deeds and documents. The original of the Statutory Lien Agreement of the Issuer duly registered at the competent registry of deeds and documents shall be sent to the Trustee within 5 (five) days after obtainment of the respective registration;
IV. registration for distribution . The Debentures shall be registered for distribution through SDT – Securities Distribution Module (“ SDT ”), managed and operated by CETIP S.A. – Mercados Organizados (“ CETIP ”), while the settlement of the Debentures shall be performed through CETIP;
V. registration for trading and electronic custody . Subject to the provisions of Clause 5.5 below, the Debentures shall be registered for trading in the secondary market and electronic custody through SND – National Debentures Module (“ SND ”), managed and operated by CETIP, with the trading of the Debentures settled financially and the electronic custody performed through CETIP;
VI. exemption from registration by CVM . The Offering is automatically exempted from registration by CVM, as set forth in article 6 of CVM Instruction 476, as it is a public distribution offering with restricted placement efforts; and
[Initials]
VII. exemption from registration with ANBIMA – Brazilian Financial and Capital Markets Association (“ ANBIMA ”). Under the terms of article 25, paragraph 1, of the “ANBIMA Code of Regulation and Best Practices for Public Distribution Offerings and Acquisition of Securities”, the Offering is automatically exempted from registration with ANBIMA.
 
3.	BUSINESS PURPOSE OF THE COMPANY	
3.1 The business purpose of the Company consists of interest in other civil associations or companies governed by commercial law as a partner or shareholder (holding company).
 
2

4.	ALLOCATION OF FUNDS	
4.1 The net funds obtained by the Company with the Offering shall be utilized in full for payment by the Company of the purchase price of common shares issued by Atento Brasil S.A. and of the costs, charges and expenses related to the Acquisition, as well as for payment of the commissions due to the Arrangers (as defined below) under the terms of the Distribution Agreement (as defined below).
 
5.	CHARACTERISTICS OF THE OFFERING	
5.1. Placement. The Debentures shall be included in a public distribution offering with restricted placement efforts, under the terms of CVM Instruction 476, on the firm commitment basis, under the terms of the “Agreement for Coordination and Public Distribution of Non-convertible Secured Debentures”, on the Firm Commitment Basis, of the First Issue of BC Brazilco Participações S.A. (“ Distribution Agreement ”), with intermediation by Banco BTG Pactual S.A. (“ Lead Arranger ”, together with the Lead Arranger “ Arrangers ”), of Banco Santander (Brazil) S.A., Banco Bradesco BBI S.A. and Banco Itaú BBA S.A., all financial institutions licensed to operate in the securities dealing system, having a target audience exclusively composed of qualified investors, defined as such under the terms of article 4 of CVM Instruction 476 (“ Qualified Investors ”).
5.2 Subscription Term . The debentures shall be subscribed from the start date of distribution within 6 (six) months, extendable, as applicable and also observing the date on which all the shares issued by Atento Inversiones y Teleservicios S.A. are acquired by the Company, its parent companies or companies from the same economic group, under the terms of the Contract of Purchase and Sale executed on October 11, 2012 between the following parties: as seller, Telefonica S.A., and as buyers, the Company, B.C. Atalaya Mexholdco, S. de R.L. de C.V., Global Laurentia, S.L.U., B.C. Spain HoldCo 4, S.A.U., Global Kiowa, S.L.U., B.C. Luxco 2 and BC Luxco 1, for the purchase and sale of assets of Atento Inversiones y Teleservicios, S.A. (“ Atento AIT ”, including shares of direct and indirect subsidiary companies of Atento AIT (“ Closing Date of the Acquisition ”).
5.2.1. For the purposes of this Clause, as soon as the Closing Date of the Acquisition, and therefore the date of subscription and payment of the Debentures, is known, an addendum to this Indenture shall be drafted to reflect the definition on this date. To this effect, upon subscribing to or acquiring the Debentures, the Debenture Holders acknowledge, agree to and accept the formalization of the amendment instrument(s) to be executed between the Issuer, the Trustee and, as applicable, the Guarantor, irrespective of a Meeting of Debenture Holders or any other manifestation of the Debenture Holders or of the Trustee.
5.3 Subscription Method . The Debentures shall be subscribed in accordance with the procedures established by CETIP through SDT by no more than 20 (twenty) Qualified Investors.
5.4 Payment Method and Price. All the Debentures shall be paid on a single date, in cash in Brazilian currency, at the time of subscription (“ Payment Date ”), at the Unit Par Value (as defined in Clause 6.4 below).
5.5 Trading. The Debentures shall be registered for trading in the secondary market through SND. The Debentures may only be traded between Qualified Investors in the regulated
 
3

securities markets and 90 (ninety) days or more after the respective subscription or acquisition by the investor under the terms of articles 13 and 15 of CVM Instruction 476, also observing the performance, by the Issuer, of the obligations defined in article 17 of CVM Instruction 476, while the trading of the Debentures shall always comply with the applicable legal and regulatory provisions.
6. CHARACTERISTICS OF THE DEBENTURES
6.1 Issuance Number. The Debentures represent the Company’s first debenture issue.
6.2 Total Issuance Amount . The total issuance amount shall be R$915,000,000 (nine hundred fifteen million reals) on the Date of Issuance.
6.3 Quantity . 915 (nine hundred fifteen) Debentures shall be issued.
6.4. Par Value . The Debentures shall have a unit par value of R$1,000,000 (one million reals), on the Payment Date (“ Unit Par Value ”).
6.5 Series . The issue shall be performed in a single series.
6.6. Form and Proof of Ownership . The Debentures shall be issued in the nominative, book entry form, without the issue of certificates, while for all lawful purposes, the ownership of the Debenture shall be proven by the deposit account statement issued by the Bookkeeping Institution (as defined in Clause 6.7 below). Moreover, for the Debentures under custody at SND, CETIP shall issue a statement on behalf of the Debenture Holder, which shall serve as proof of ownership of such Debentures.
6.7 Bookkeeping Institution . The institution that provides bookkeeping services for the Debentures is Itaú Corretora de Valores S.A., a financial institution headquartered at Avenida Brigadeiro Faria Lima, 3.400, 10o. andar, city and state of São Paulo (“ Bookkeeping Institution ”).
6.8 Agent Bank . The institution providing agent bank services for the Debentures is Itaú Unibanco S.A. (“ Agent Bank ”).
6.9 Convertibility . The Debentures shall be simple and non-convertible, issued by the Company.
6.10. Type . The Debentures shall be of the secured type, under the terms of article 58 of the Brazilian Corporation Law, with shares issued by the Company pledged as collateral and, under the terms and in the timeframes established by Clause 6.11 below, shall also be secured by shares issued by Atento Brasil S.A. pledged as collateral, and the conditional assignment of certain credit rights of Atento Brasil S.A. In addition, under the terms and in the timeframes established in Clause 6.12 below, the Debentures shall be covered by personal collateral to be granted by Atento Brasil S.A.
6.11 Secured Guarantees . To guarantee the performance of all the principal and ancillary pecuniary obligations assumed by the Company and by Atento Brasil S.A., under the terms of this Indenture, including obligations to pay expenses, costs, charges, assessments, reimbursements or compensation, obligations to reimburse expenses that the Debenture Holders and/or Trustee have to pay by virtue of the establishment, maintenance, consolidation and/or foreclosure on or enforcement of the guarantees within the sphere of the Issue, the Debentures shall have the following secured guarantees (“ Secured Guarantees “):
I. statutory lien upon all the shares issued by the Company, both present and future, established by the direct shareholders of the Company and with its consent, as provided for in the Statutory Lien Agreement of the Issuer (“ Statutory Lien upon Shares of the Issuer ”);
 
4

II. in addition, there shall be a statutory lien in favor of the Debenture Holders, represented by the Trustee, upon all the shares issued by Atento Brasil S.A., both present and future, provided by the direct shareholders of Atento Brasil S.A., with its consent, as established in the “Statutory Lien upon Shares and Other Agreements”, to be executed between the Company, the Trustee and BC Spain Holdco 4, S.A.U., to be registered and perfected, under penalty of early maturity of the Debentures, within 20 (twenty) days from the Closing Date of the Acquisition, while the respective registration at the competent registry of deeds and documents and the annotation in the Registered Share Register of Atento Brasil S.A. shall also be carried out within such period (“ Statutory Lien Agreement of Atento Brasil ”);
III. in addition, there shall be a conditional assignment in favor of the Debenture Holders, represented by the Trustee, of credit rights of Atento Brasil S.A arising from the contracts made by and between Atento Brasil S.A. and Telefônica S.A. (as indicated in the respective guarantee instrument) in connection with the commercial contracts executed within the sphere of a global service agreement, maintained with Telefônica S.A., as established in the “Agreement on Restricted Deposit and Statutory Lien of Credit Rights and Administration of Accounts” to be made by and between Atento Brasil S.A., the Trustee, and the Depositary Bank (as defined in the aforesaid agreement) and registered at the competent registry of deeds and documents within 15 (fifteen) days from the Closing Date of the Acquisition (considering that the Company must make commercially reasonable efforts for its organization to occur within 1 (one) day from the Closing Date of the Acquisition) (“ Credit Assignment Agreement ” and, together with the Statutory Lien Agreement of the Issuer and the Credit Assignment Agreement, “ Statutory Lien and Fiduciary Assignment Agreements ”).
6.11.1 In compliance with the terms of the Statutory Lien and Fiduciary Assignment Agreements, the Collaterals shall secure the full and timely payment of the Company’s obligations arising from the Debentures effectively subscribed and paid.
6.12 Personal Guarantee . In addition, within 15 days after the Closing Date of the Acquisition, under penalty of early maturity of the Debentures, an addendum to this indenture shall be drafted so as to formalize the personal guarantee provided by Atento Brasil S.A. (“ Guarantor ”), which shall be bound, before the Debenture Holders, in the capacity of joint and several debtor and primary payer of all the obligations of the Issuer arising hereunder, until their final settlement, with express waiver of the benefits of order, rights and exoneration options of any nature provided for in articles 333, sole paragraph, 366, 821, 827, 829, 830, 834, 835, 837, 838 and 839, all of Law no. 10,406, of January 10, 2002, as amended (“ Civil Code ”) and articles 77 and 595 of Law no. 5,869, of January 11, 1973, as amended (“ Code of Civil Procedure ”) (“ Surety ”). The personal guarantee to be granted by the Guarantor within the sphere of the Issue shall be granted based on the corporate resolution of the Guarantor, performed in accordance with its Bylaws. For the purposes of this Clause, and to formalize the establishment of the guarantees provided for in Clause 6.11, items II and III above, the Debenture Holders, upon subscribing to or acquiring the Debentures, acknowledge, agree to and accept the formalization of the amendment instrument(s) to be executed between Issuer, Trustee and, as applicable, the Guarantor, irrespective of a Meeting of Debenture Holders or any other manifestation of the Debenture Holders or of the Trustee.
 
5

6.13 Date of Issuance . For all legal intents and purposes, the date of issuance of the Debentures shall be November 30, 2012 (“ Date of Issuance ”).
6.14 Term and Maturity Date . In compliance with the provisions of this Indenture, the term of the Debentures shall be 7 (seven) years from the Payment Date (“ Maturity Date ”).
6.15 Payment of the Par Value . The Unit Par Value of each one of the Debentures shall be paid from the 24 th (twenty-forth) month subsequent to the Payment Date, in 6 (six) annual and successive installments (“ Payments ”), according to the table below:

Percentage of the Unit Par Value to be amortized	  	Payment Date	
7% (seven percent)	  	Date on which the 24 th (twenty-fourth) month of payment is complete	
11% (eleven percent)	  	Date on which the 36 th (thirty-sixth) month of payment is complete	
15% (fifteen percent)	  	Date on which the 48 th (forty-eighth) month of payment is complete	
18% (eighteen percent)	  	Date on which the 60 th (sixtieth) month of payment is complete	
21% (twenty-one percent)	  	Date on which the 72 nd (seventy-second) month of payment is complete	
28% (twenty-eight percent)	  	Maturity Date	
6.16 Remuneration . The remuneration of the Debentures shall be as follows:
I. monetary restatement : The Unit Par Value of the Debentures shall not be restated; and
II. conventional interest : the Debentures shall yield conventional interest corresponding to the accumulated variation of 100% (one hundred percent) of the average daily rates of the DI – Extra group overnight interbank deposit rate, expressed in the form of percentage per year, based on 252 (two hundred fifty-two) business days, calculated and disclosed daily by CETIP, in the daily newsletter available on its webpage ( http://www.cetip.com.br ) (“ DI Rate ”), exponentially increased by a spread or surcharge equivalent to 3.70% (three point seventy percent) (“ Remuneration ”), exponentially and cumulatively calculated on a pro rata basis per business days elapsed, based on 252 business days, levied on the debit balance of the Unit Par Value of the Debentures from the first Payment Date or preceding Remuneration payment date, as applicable, until the date of their effective payment. The Remuneration shall be paid semiannually from the Payment Date, with the first payment falling due in the 6 th (sixth) month subsequent to the Payment Date, and the last, on the Maturity Date.
 
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6.16.1 The Remuneration shall be calculated according to the following formula:
J + VNe x ( InterestFactor – 1)
Where:
J – unit value of the Remuneration due on each Remuneration payment date, calculated to the 6 th (sixth) decimal place, with no rounding;
VNe = debit balance of the Unit Par Value of each Debenture, informed/calculated to the 6 th (sixth) decimal place, with no rounding;
InterestFactor = interest factor composed of the fluctuation parameter plus a spread calculated to the 9 th (ninth) decimal place, with rounding, determined as follows:
InterestFactor = DIFactor x SpreadFactor
Where:
DI Factor – multiplicand of the DI k rates, from the first Payment Date or the preceding Remuneration payment date, as applicable, inclusive, until the respective calculation date, exclusive, calculated to the 8 th (eighth) decimal place, with rounding, determined as follows:

Where:
n – total number of DI Rates considered in the determination of the multiplicand, where “n” is an integer;
K = order number of the DI Rates, ranging from 1 (one) to n;
TDI k = factor of the DI k rate, calculated to the 8 th (eighth) decimal place, with rounding, as follows:

Where:
DI k =-DI Rate of order k disclosed by CETIP, expressed in the percentage per year form, valid for 1 (one) business day (overnight), used with 2 (two) decimal places;
SpreadFactor = Surcharge, calculated to the 9 th (ninth) decimal place, with rounding, as follows:

Where:
spread = Surcharge, informed with 4 (four) decimal places; and
 
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n = number of business days between the first Payment Date or preceding Remuneration payment date, as applicable, and the calculation date, where “n” is an integer.
N.B.:
The DI rate shall be used considering an identical number of decimal places disclosed by CETIP.
The factor resulting from the expression (1 + TDI k ) is considered up to the 16 th (sixteenth) decimal place, with no rounding.
The multiplicand shall be obtained for the factors (1 + TDI k ) while the result shall be truncated with 16 (sixteen) decimal places for each accumulated factor, applying the next daily factor, and so on until the last one taken into consideration.
With the factors accumulated, the resulting factor “DI Factor” is considered to the 8 th (eighth) decimal place, with rounding.
The factor resulting from the expression (DI Factor x SpreadFactor) shall be considered to the 9 th (ninth) decimal place, with rounding.
6.16.2 Temporary Unavailability of the DI Rate . In compliance with the provisions of Clause 6.16.3 below, in the case of temporary unavailability of the DI Rate upon the payment of any pecuniary obligation provided for herein, the percentage corresponding to the last DI Rate officially released by the payment date shall be used as its substitute to determine “TDIk”, and no financial compensations, fines or penalties shall be due by either the Company or the Debenture Holders upon the future release of the respective DI Rate.
6.16.3 Unavailability of the DI Rate . In the event of discontinuation, limitation and/or nondisclosure of the DI Rate for more than 10 (ten) consecutive days after the date expected for its determination and/or disclosure or in case of non-applicability of the DIT Rate to the Debentures due to a legal prohibition or court order, the Trustee shall utilize the established legal substitute for the DI Rate. If there is no legal substitute, the Trustee shall, within 5 (five) days from the end date of the period of 10 (ten) consecutive days or from the date of discontinuation of the DI Rate or that of non-applicability of the DI rate owing to a statutory requirement or court decision, as applicable, call a general meeting of Debenture Holders to deliberate, in mutual agreement with the Company and pursuant to Joint Decision BACEN/CVM no. 13, of March 14, 2003, and/or applicable regulations, on the new remuneration parameter of the Debentures to be applied, which shall be the one that best reflects the conditions of the interbank market prevailing at such time. Until the deliberation of this new remuneration parameter, upon the calculation of any obligations hereunder, the percentage corresponding to the last DI Rate officially released shall be used to determine “TDI k ”, and there shall be no compensations due between the Company and the Debenture Holders upon the deliberation of the new remuneration parameter for the Debentures. If the DI Rate is released once again before the general meeting of Debentures established above, this general meeting of Debenture Holders shall not be held, and the DI Rate, from the date of its validity, shall once again be used to calculate any obligations provided for herein, it being understood that until the date of disclosure of the DI Rate under the terms established in this Indenture, upon the calculation of any obligations provided for herein, the percentage corresponding to the last DI Rate officially released shall be used to determine “TDI k ”. If the attendees of the general meeting of
 
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Debenture Holders established above fail to reach an agreement on the new remuneration between the Company and the Debenture Holders representing at least 75% (seventy-five percent) of the outstanding Debentures, the Company shall opt, at its sole discretion, for one of the alternatives established below, and shall undertake to notify the Trustee in writing, within 30 (thirty) days subsequent to the date of the general meeting of Debenture Holders, of the chosen alternative:
I. the Company shall redeem all the outstanding Debentures, with their consequent cancellation, within 180 (one hundred eighty) days subsequent to the date of the respective general meeting of Debenture Holders or on the Maturity Date, whichever occurs first, by the debit balance of the Unit Par Value of each one of the outstanding Debentures, plus the Remuneration due until the date of the effective redemption, calculated pro rata from the first Payment Date or preceding Remuneration payment date, as applicable, to the date of their effective payment, in which case, upon the calculation of any obligations provided for in this Indenture, the percentage corresponding to the last DI Rate officially released shall be used to determine “TDI k ”; or
II. the Company shall amortize all the outstanding Debentures, with their consequent cancellation, in a schedule to be stipulated by the Company, which shall not exceed the respective Maturity Date, observing that (a) if the Company intends to perform the amortization on more than one date, the amortization shall be performed pro rata among the outstanding Debentures; and (b) during the schedule stipulated by the Company for amortization and until the full settlement of the outstanding Debentures, the outstanding Debentures shall be entitled to the remuneration defined by the Debenture Holders and submitted to the Company at the general meeting of Debenture Holders established above.
6.16.4. For the purposes of this Indenture:
I. “ Calculation Date ” means March 31, June 30, September 30 and December 31 of each Fiscal Year;
II. “ Calculation Period ” means each twelve (12) month period ending on a Measurement Date (as defined below);
III. “ Remuneration Period ” means the time interval that starts on the first Payment Date, in the case of the first Remuneration Period, or on the date scheduled for the preceding Remuneration payment, in the case of the other Remuneration Periods, and ends on the date scheduled for the payment of the conventional interest corresponding to the period in question, while each Remuneration Period follows the previous one without interruption.
IV. “ Change in Control ” means any of the following events:
 
 	(a)	The direct or indirect sale, lease, transfer or other form of disposal (except by means of merger or takeover), in one or a series of related operations, of all, or substantially all, the assets and property of the Company and its controlled companies (“ Controlled Companies ”) taken as a whole, to any person; or	
 
 	(b)	The performance of any operation (including, without limitation, any merger or takeover), whose result is one of the following: (I) before an initial public offering of Company shares or a public offering of shares of any direct or indirect shareholder of	
 
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 	the Company (“ IPO ”), any person other than one or more Permitted Holders (as defined below) directly or indirectly becomes the owner of more than 50% (fifty percent) of the outstanding issued shares of the Company that constitute its voting capital stock, measured by the voting power and not by the number of shares; or (II) after the IPO, the Permitted Holders, together, directly or indirectly hold or control less than 30% (thirty percent) of the outstanding voting stock issued by the Company, it being understood that such a percentage must be measured by the voting power and not by the number of shares.	
V. “ Permitted Takeover ” means the takeover of the Company by Atento Brasil S.A.; already expressly accepted by the Debenture Holders that, upon subscribing to or acquiring the Debentures, agreed to and accepted such a takeover, irrespective (i) of the performance of a Meeting of Debenture Holders or any other manifestation of the Debenture Holders or of the Trustee, or (ii) of an addendum to this Indenture;
VI. “ Consolidated Financial Statements of the Company ” means: (a) the Company’s consolidated annual financial statements audited by an international prime independent audit firm registered at CVM, relating to the end of each Fiscal Year, prepared in accordance with the accounting principles provided for in the Brazilian legislation and regulations in force, or with the accounting standards called International Financial Reporting Standards – IFRS (“ IFRS ”), published by the International Accounting Standards Board – IASB (“ Accounting Practices Adopted in Brazil ”); and (b) the Company’s consolidated interim financial statements audited by an international prime independent audit firm registered at CVM, for each three-month period ending March 31, June 30, September 30 and December 31 of each fiscal year, in accordance with Accounting Practices Adopted in Brazil.
VII. “ EBITDA ” means, based on the Company’s Consolidated Financial Statements, in relation to the Company and to each Calculation Period, without duplicity, the Consolidated Net Income of each Calculation Period, added to the following items, as they are deducted for the Calculation of the Consolidated Net Income;
 
 	(a)	consolidated net financial expenses;	
 
 	(b)	consolidated income tax, including current income tax and deferred income tax, and Social Contribution on Net Income – CSLL;	
 
 	(c)	consolidated depreciation expenses;	
 
 	(d)	consolidated amortization expenses;	
 
 	(e)	any expenses, rates or other costs related to any issuance of capital stock, listing of capital stock, investment, acquisition, including amounts paid in connection with the acquisition or the maintenance of one or more individuals that are part of a management team maintained to manage the business acquired and all the expenses, rates or other costs relating to deferred or contingent payments), disposal, recapitalization or the increase of any indebtedness (regardless of whether it is successful or not) (including any such rates, expenses or charges related to the Operations (including any expenses related to activities related to the due diligence), in each case, as determined in good faith by the Company;	
 
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 	(f)	any minority interest expenses (paid or not) consisting of results attributable to minority interests of third-party capital in such a period or in any previous period of any net income earnings, or part of the profits of any member, associated company or venture;	
 
 	(g)	fees charged for management, supervision, consulting and related expenses paid in the Calculation Period up to the level permitted in this Indenture;	
 
 	(h)	other non-financial charges, amortizations or items of reduction of the Consolidated Net Income (excluding any cost that is not in cash, reduction of the carrying value of an asset or item to the extent that it represents an accumulation of reserves or for cash expenses that may be paid in any future period) or other items classified by the Company as special items minus other non-monetary items that increase the Consolidated Net Income (excluding any item that is not paid in cash to the extent that it represents an inflow of cash which must be paid in any period in the future);	
 
 	(i)	the revenue received from any business interruption or that becomes receivable during this period, to the extent that the associated losses arising from the event that resulted in the payment of business interruption insurance are included in the calculation of the Consolidated Net Income; and	
 
 	(j)	Payments received or that become receivable in relation to expenses covered by the provision for compensation in any agreement executed in the Calculation Period, in relation to the acquisition, to the extent that such expenses are included in the calculation of the Consolidated Net Income.	
In addition, for EBITDA calculation purposes:
 
 	(a)	acquisitions and investments that have been made by the Company or any of its Controlled Companies, including through mergers or takeovers, or any person or any of their subsidiaries that are branches acquired by the Company or any of their Controlled Companies, including all the related financing operations, including increases of interests of the Controlled Companies, during the reference period or subsequent to the reference period, on the Calculation Date or even before it, or that must be done on the Calculation Date, shall be granted pro forma effect (as determined in good faith by a responsible accounting or financial director from the Company and may include prepaid expenses or cost reduction synergies), as if they had occurred on the first day of the reference period;	
 
 	(b)	the (positive or negative) EBITDA attributable to discontinued operations, as determined by the IFRS standards, and to the operations, business or group of assets that constitute a business or operating unit (and interests of these units) eliminated before the Calculation Date, shall be excluded on a pro forma basis, as if such a provision had occurred on the first day of this period;	
 
 	(c)	consolidated interest expenses attributable to the operations (as determined by the IFRS standards) and operations, business or group of assets that constitute a business or operating unit (and interests in these units) eliminated before the Calculation Date, shall be excluded on a pro forma basis, as if such elimination had occurred on the first day of this period, but only to the extent that the obligations which gave rise to a consolidated interest expenditure are no longer obligations of the Company or any of its Controlled Companies after the Calculation Date;	
 
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 	(d)	any Person that is one of the Controlled Companies on the Calculation Date shall be considered as having been a subsidiary all the time during the reference period, and	
 
 	(e)	any Person that is not one of the Controlled Companies on the Calculation Date shall be considered as not having been one of the Controlled Companies all the time during the reference period.	
VIII. “ Investors ” means (i) Bain Capital and its Associated Companies, or any fund, company in which Bain Capital holds interest, or that is under its management, or is advised by Bain Capital or any partner; (ii) any co-investor holding minority interest in the voting capital of the Company and of its shareholders, including, but not limited to, Gávea and/or Telefonica and (iii) managers of the Company, of its shareholders or of its Controlled Companies, taking part in an asset management program.
IX. “ Financial Indebtedness ” means, at any time, the total debit balance, in cash or nominal amount (and any fixed or minimum premium payable in case of prepayment or redemption) of any Company debt for or in relation to:
 
 	(a)	Money borrowed and debit balances at banks or other financial institutions, provided that in relation to any bank accounts that are subject to compensation agreements, only the net balance must be taken into account, and provided that such offset agreements are disclosed in the Company’s financial statements;	
 
 	(b)	Any sum raised through acceptance in any credit facility or dematerialized equivalent;	
 
 	(c)	Any note purchase mechanism or the issuance of bonds (but not commercial instruments), notes, debentures, loan or any similar instrument;	
 
 	(d)	Any leasing obligation;	
 
 	(e)	Receivables sold or discounted (except for the receivables that are sold without recourse and fulfill the requirements for non-recognition under the terms of Accounting Practices Adopted in Brazil);	
 
 	(f)	Obligation of any secured account in relation to collateral, bond, letter of credit, guarantee, or credit instrument or any other instrument issued by a bank or financial institution, including in relation to:	
 
 	(i)	An underlying payment liability (but not, in any case, Commercial Instruments) of a company that is not from the Group (as defined below), whose responsibilities would fall within other paragraphs of this definition; or	
 
 	(ii)	Any liabilities of any company of the Group (as defined below) relating to any retirement benefit plan;	
 
 	(g)	Any sum obtained through the issuance of redeemable shares, which are redeemable before the Debentures or are classified as a loan under the terms of Accounting Practices Adopted in Brazil;	
 
 	(h)	Any sum of any liability within the sphere of an advance or deferred purchase agreement, if:	
 
 	(i)	one of the main reasons for executing the contract is to raise capital to fund the acquisition or the construction of the good or service in question;	
 
 	(ii)	the agreement is in relation to the supply of goods or services and the payment to be made by the Company falls due within more than six months after the date of such supply, or is due to the Company for more than six months prior to the date of supply;	
 
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 	(i)	Any sum obtained under the terms of another operation (including any credit sale or purchase, sale, sale back or sale leaseback agreement) which has the commercial effect of a loan; and	
 
 	(j)	The sum of any liability in relation to any guarantee of any of the items mentioned in paragraphs (a) to (i) (inclusive) above, excluding the debts payable by a company from the Group (as defined below) to another company from the Group (as defined below), all the retirement and employment liabilities, the indebtedness in non-speculative hedging operations, the deferred purchase price or advancement of goods or services acquired in the ordinary course of business or otherwise resulting from commercial credit, in each case, so that such agreements are not executed primarily as a method for obtaining financing and do not have the principal commercial effect of a loan.	
X. “ Quarterly Information ” means each three-month period ending on the Calculation Date.
XI. “ Fiscal Year ” means the Group’s annual accounting period (as defined below), which ends on December 31 of each year.
XII. “ Minimum Fixed Charge Coverage Ratio ” means, in relation to a particular person, in any period, the ratio between the EBITDA of such a person for such a period in relation to the consolidated interest expenses of such a person and principal value of the face value of the Debentures that are scheduled to be reimbursed in the period in question. In the event such a person or any of their subsidiaries that are also Controlled Companies incur, assume, guarantee, repay, repurchase, pay, redeem, or otherwise settle any indebtedness (except for the common working capital loans), or issue, repurchase or redeem preference shares after the start of the period for which the Minimum Fixed Charge Coverage Ratio is being calculated or before the date on which the event for which the Minimum Fixed Charge Coverage Ratio is carried out (“ Relevant Date for the Calculation ”), then the Minimum Fixed Charge Coverage Ratio shall be calculated granting pro forma effect (as determined in good faith by a Financial or Accounting Director from the Company or by the person in charge of the Company’s financial and accounting management), to constitute assumptions, guarantees, reimbursement, repurchase, redemption, or other settlement of debt, buyback of shares or redemption of preference shares, as well as use of their resources, as if it had occurred at the start of the applicable Calculation Period.
Moreover, for purposes of calculating the Minimum Fixed Charge Coverage Ratio:
 
 	1.	Acquisitions of businesses, corporations or properties, and assets that constitute a division or business line of the counterparty, acquisitions and investments that have been made by specified persons or any of their subsidiaries that are Controlled Companies, including through mergers or takeovers, or any person or any of their subsidiaries that are Controlled Companies, acquired by the specified person or any of their subsidiaries that are Controlled Companies, and including all the related financing operations and including increases of interests of Subsidiaries that are Restricted Subsidiaries, during the calculation period or thereafter and before the Calculation	
 
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 	Date in question, shall be granted pro forma effect (as determined in good faith by the Financial Director or Accounting Director, and may include prepaid expenses and cost reduction synergies) as if they had occurred on the first day of the Calculation Period;	
 
 	2.	The EBITDA attributable to discontinued operations, as determined by the IFRS standards, and to the operations or to the business (and interest therein) eliminated before the Relevant Date for the Calculation, shall be excluded;	
 
 	3.	Consolidated interest expenses attributable to the operations discontinued as determined by the IFRS standards, and to operations or business (and interest therein) eliminated before the Relevant Date for the Calculation shall be excluded to the extent that the obligations that gave rise to the aforesaid interest expenses are not obligations of the Company or any of its Controlled Companies after the Relevant Date for the Calculation;	
 
 	4.	Any Person that is one of the Controlled Companies on the Relevant Date for the Calculation shall be considered as having been a Controlled Company all the time during such Calculation Period;	
 
 	5.	Any Person that is not one of the Controlled Companies on the Relevant Date for the Calculation shall be considered as not having been a Controlled Company all the time during such calculation period; and	
 
 	6.	If any indebtedness has a floating interest rate and such indebtedness is granted pro forma effect, the interest expenses of this debt shall be calculated as if the rate in force on the Relevant Date for the Calculation were applied to the entire period (taking into account any hedge obligation applicable to such a debt if the hedge obligation has a remaining term of more than 12 (twelve) months after the Relevant Date for the Calculation, or, if shorter, at least equal to the remaining term of such debt).	
 
 	XIII.	“ Group ” means the Company and its Controlled Companies.	
 
 	XIV.	“ Net Debt ” means the consolidated Financial Indebtedness of the Company, minus the cash and cash equivalents of the Company and of its Controlled Companies.	
 
 	XV.	“ Permitted Holders ” means the Investors and Related Parties.	
 
 	XVI.	“ Permitted Payments ” means:	
 
 	(a)	Any Restricted Payment made in the event that, on the date of such Restricted Payment, the ratio between Net Debt over EBITDA (“ Level of Leverage ”) is greater than 2.0 (two) times, pursuant to the calculations to be made at the end of the Calculation Period on the Calculation Date preceding this Restricted Payment, the higher of:	
(i) 25% (twenty-five percent) of the Consolidated Net Income for the period (treated as an accounting period) counted from the first day of the Calculation Period on which the Date of Issuance occurred to the end of the most recent Calculation Period, ending prior to the date of this Restricted Payment for which the Company’s consolidated financial statements are available, and provided that the Minimum Fixed Charge Coverage Ratio for the Company’s most recent Calculation Period, for which the Company’s managerial financial statements are available, referring to the preceding period in which to Restricted Payment has been made, has resulted in at least 1.25 (one point twenty-five), and
 
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(ii) the equivalent in reals to €10,000,000 (ten million euros), restated annually at the rate of 5% (five percent) (“ List of Permitted Payments ”):
 
 	(b)	Any Restricted Payment made if the Level of Leverage is below or equal to 2.0 (two) times, in the calculations to be made for the Calculation Period ended on the Calculation Date preceding such Restricted Payment, the higher of:	
(i) a sum that does not result in the Minimum Fixed Charge Coverage Ratio (for the last Calculation Period, for which the Company’s consolidated managerial financial statements are available, preceding the date of the Restricted Payment) below 1.25 (one point twenty-five); and
(ii) the List of Permitted Payments;
XVII. “ Related Parties ” means:
 
 	(a)	Any controlling shareholder, partner, member or any subsidiary in which they hold 50% (fifty percent) or more of interest, or immediate family member (in the case of an individual), of any Investor; or	
 
 	(b)	Any corporation, partnership, beneficiaries, trust, shareholders, partners, or persons holding 50% (fifty percent), or more of the capital stock which consists of one or more Investors and/or of these other persons referred to in the preceding clause.	
XVIII. “ Measurement Date ” means March 31, June 30, September 30 and December 31 of each Fiscal Year; and
XIX. “ Operations ” means the Acquisition and all the related transactions (including the financing of the Acquisition).
 
6.16.5	The ratio between Net Debt and EBITDA shall be calculated by the Company for each Calculation Period and shall be communicated to the Trustee on the date of delivery of the Company’s Consolidated Financial Statements.	
 
6.17	Scheduled Repricing . There shall be no scheduled repricing.	
 
6.18	Early Redemption and Extraordinary Amortization	
 
I.	Facultative Early Redemption . The Company may, at its sole discretion, perform the early redemption of all the outstanding Debentures (“ Facultative Early Redemption ”) at any time after the Date of Issuance (inclusive), and with prior notice sent under the terms of this Indenture, of 30 (thirty) days from the date of the event, plus the Remuneration of the Debentures, calculated pro rata from the first Payment Date or the preceding Remuneration payment date, as applicable, to the Facultative Early Redemption, plus a premium, levied on the Unit Par Value of the redeemed Debentures (“ Premium for Early Redemption ”) as provided for in the table contained in this Clause 6.18, item “IV” below.	
 
II.	Mandatory Early Redemption . Should the Company notify the Trustee that (i) there has been the permanent cancellation of the Acquisition process of Atento Inversiones y Teleservicios; or (ii) the Company and/or its Affiliates have withdrawn from or were excluded from the Acquisition process of Atento Inversiones y Teleservicios; or (iii) the	
 
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 	Company and/or its Affiliates have had their bid rejected within the sphere of the Acquisition process of Atento Inversiones y Teleservicios; this notification to be delivered as soon as the Company becomes award of such cancellation, withdrawal, exclusion or rejection, the Company shall carry out the Mandatory Early Redemption of the Debentures in 1 (one) Business Day from the remittance of such notification, plus the Remuneration of the Debentures, calculated pro rata from the first Payment Date to the date of the Early Redemption, without the Debenture Holders being entitled to any premium;	
 
III.	Extraordinary Amortization . The Company may, at its sole discretion, perform, at any time after the Date of Issuance (inclusive), and with prior notice sent under the terms of this Indenture, of 30 (thirty) days from the date of the event, the pro rata extraordinary amortization of up to 98% (ninety-eight percent) of the debit balance of the outstanding Debentures (“ Extraordinary Amortization ”), plus the Remuneration of the Debentures, calculated pro rata from the first Payment Date or the preceding Remuneration payment date, as applicable, to the Extraordinary Amortization, plus a premium, levied on the Unit Par Value of the redeemed Debentures (“ Premium for Extraordinary Amortization ”), as established in the table below. In the case of Extraordinary Amortization, the percentage of the Unit Par Value of the Debentures to be amortized on the Payment dates provided for in Clause 6.16 shall be adjusted to reflect the payment of the amount amortized extraordinarily. If there is Extraordinary Amortization under the terms of this Clause 6.18 “III”, the Issuer and the Trustee shall be authorized and obliged to sign an addendum to this Indenture to alter the percentages of amortization established in Clause 6.15 above, it being understood that such addendum shall not depend on prior authorization of the Debenture Holders. The signing of the addendum shall take place within 5 (five) business days subsequent to the date of the Extraordinary Amortization event, it being understood that a copy of the aforesaid addendum filed with JUCESP shall be forwarded to CETIP by the Issuer.	
 
IV.	Notice to CETIP . CETIP shall be advised of the performance of the early redemption and/or early amortization, as applicable, by the Issuer and by the Trustee within 5 business days prior to its performance.	

Period after the Debenture Payment Date	  	Premium for Early
Redemption/Premium for
Extraordinary Amortization	 	
Up to 12 months	  	 	0.90	% 	
After 12 months up to and including 24 months	  	 	0.80	% 	
After 24 months up to and including 36 months	  	 	0.70	% 	
After 36 months up to and including 48 months	  	 	0.60	% 	
After 48 months up to including 60 months	  	 	0.50	% 	
After 60 months up to and including 72 months	  	 	0.40	% 	
After 72 months up to and including 84 months	  	 	0.30	% 	
 
6.19	Facultative Acquisition . The Company may, at any time, acquire outstanding Debentures, in compliance with the provisions of article 55, paragraph 3, of the Brazilian Corporation Law. The Debentures acquired by the Company may, at its sole discretion, be cancelled, kept in treasury or be placed on the market again, in compliance with	
 
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 	Clause 5.5 above, the applicable regulations and the provisions of the Statutory Lien and Fiduciary Assignment Agreements. The Debentures acquired by the Company to be kept in treasury under the terms of this Clause, if and when replaced in the market, shall be entitled to the same Remuneration applicable to the outstanding Debentures.	
 
6.20	Right to Receipt of Payments . Parties that are Debenture Holders at the end of the Business Day preceding the respective payment date shall be entitled to receive any amount due by the Company to the Debenture Holders under the terms of this Indenture.	
 
6.21	Place of Payment . The payments relating to the Debentures and to any other amounts payable by the Company under the terms of this Indenture shall be made by the Company, through CETIP, as the Debentures are held under custody at CETIP or through the agent bank for the debentures that are not under custody at CETIP.	
 
6.22	Extension of Terms . The terms relating to the payment of any obligation provided for herein shall be deemed extended until the 1 st (first) subsequent Business Day, if their maturity falls on any day when the banks are closed in the city and state of São Paulo (“ Business Day ”), without any accrual on the amounts payable, except where payments are to be made through CETIP, in which case there shall only be extension when the payment date falls on a national holiday, Saturday or Sunday.	
 
6.23	Default Charges . In the event of delinquent payment of any amount payable by the Company to the Debenture Holders under the terms of this Indenture, in addition to the Remuneration payment, calculated pro rata from the first Payment Date or the preceding Remuneration payment date, as applicable, to the date of its effective payment, the Company shall pay any and all overdue amounts, regardless of notice, judicial or extrajudicial notification, plus interest on arrears of 1% (one percent) due monthly, calculated pro rata from the date of default to the date of effective payment (“ Default Charges” ).	
 
6.24	Loss of Rights to Accretion . Should the Debenture Holder fail to appear to receive the amount corresponding to any pecuniary obligations on the dates established herein or in any communication made or notice published under the terms of this Indenture, they shall not be entitled to any accretion in the period relating to the delay in receipt, but the Debenture Holder shall be ensured vested rights until the date of the respective maturity or payment, in the case of untimely payment.	
 
6.25	Tax Immunity . If any Debenture Holder enjoys tax immunity or exemption, they shall send to the Agent Bank, within a minimum period of 10 (ten) Business Days prior to the date scheduled for receipt of amounts relating to the Debentures, documentation supporting the aforesaid tax immunity or exemption, under penalty of the deduction from their payments of the amounts due under the terms of the tax legislation in force.	
 
6.26	Acceleration . Subject to the provisions of Clauses 6.26.1, 6.26.2 and 6.26.3 below, the Trustee shall declare the acceleration of all obligations under this Indenture and demand immediate payment, by the Company, of the debit balance of the Unit Par Value of the outstanding Debentures, plus the Remuneration, calculated pro rata from the first Payment Date or preceding Remuneration payment date, as applicable, to the date of its effective payment, without prejudice to the Default Charges, when applicable, in the occurrence of any of the following events (each event, a “ Default Event ”):	
 
I.	(a) liquidation, dissolution or winding-up of the Company (except for the Permitted Takeover) or of any of its Controlled Companies whose net revenue represents an amount greater than or equal to 5% (five percent) of the Group’s consolidated net revenue	
 
17

 	(“ Relevant Controlled Company ”); (b) adjudication of bankruptcy of the Company or of any Relevant Controlled Company; (c) voluntary bankruptcy petition formulated by the Company or by any Relevant Controlled Company; (d) voluntary bankruptcy petition of the Company or of any Relevant Controlled Company formulated by third parties, provided that it is not suppressed by the legal deadline and provided that this petition is not frivolous or vexatious; (e) filing for court-supervised or extrajudicial reorganization formulated by the Company or by any Relevant Controlled Company;	
 
II.	Default, by the Company, of any pecuniary obligation relating to the Debentures and/or to this Indenture, and exclusively as refers to the default of expenses, not remedied within 2 (two) Business Days from the scheduled date of the payment in question;	
 
III.	Default, by the Company, of any non-pecuniary obligation (except in relation to any Financial Index) established in this Indenture and/or in the Statutory Lien and Fiduciary Assignment Agreements and/or of the Surety not remedied within 10 (ten) Business Days from the date of the aforesaid default, or counted from notification of the Company by the Trustee, as applicable, whichever occurs first;	
 
IV.	Invalidity, voidability and unenforceability of the Surety and/or of the Statutory Lien or Fiduciary Assignment Agreements, not remedied within 10 (ten) Business Days from the date of the aforesaid event, considering that the invalidity, voidability and unenforceability shall only constitute a Default Event if the Statutory Lien or Fiduciary Assignment Agreements and/or Surety Agreement are not amended within 10 (ten) Business Days from the respective event, so as to rule out such verified invalidity, voidability and unenforceability, if it is possible to amend the respective agreement so as to fully remedy the aforesaid invalidity, voidability and unenforceability;	
 
V.	The Surety and/or the Statutory Lien and Fiduciary Assignment Agreements are challenged in court by any third party, provided that this challenge is not frivolous or vexatious or that, within 10 (ten) days subsequent to the date on which the Company becomes aware of the filing of such a challenge in court, it is not remedied or suspended, it being understand that such a challenge shall be a Default Event only if the Statutory Lien and Fiduciary Assignment and/or Surety Agreements are not amended within 10 (ten) days subsequent to the date of the respective event, so as to rule out any irregularities contained in these instruments that generated such a challenge;	
 
VI.	Conversion of the Company’s type of business entity from a business corporation into a limited liability company, under the terms of articles 220 to 222 of the Brazilian Corporation Law;	
 
VII.	Sale, merger, takeover (solely when the Company is merged, except for the Permitted Takeover) or any form of corporate reorganization involving the Company’s shares and/or the shares of any Relevant Controlled Company, unless (a) the operation has been previously approved by the Debenture Holders representing at least 75% (seventy-five percent) of the outstanding Debentures; or (b) the Debenture Holders opt to do so, for a minimum of 6 (six ) months subsequent to the date of publication of the drafts of the articles of association related to the operation, the right to redeem their respective Debentures, for debit balance of the Unit Par Value of the Debentures plus the payment of the Remuneration of the Debentures, calculated pro rata, from the Payment Date or the preceding Remuneration payment date, as applicable, to the date of their effective payment; or (c) the operation is carried out exclusively between Controlled Companies;	
 
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VIII.	Occurrence of a Change in Control (except for Allowed Takeover);	
 
IX.	Proof that the obligations relating to this Indenture are not, at least, pari passu to all the Company’s other present or future unsecured debts;	
 
X.	Material change in the business purpose of the Company or of the Relevant Controlled Companies, as provided for in their bylaws, resulting in the concession of a right to withdrawal to the shareholders of the Company or of the Relevant Controlled Companies;	
 
XI.	Acceleration of any financial debt of the Company or of any Relevant Controlled Company owing to any non-payment of any sum due (of the respective applicable grace period, if any);	
 
XII.	Default of any debt or financial obligations of the Company or of any of its Controlled Companies, in an amount, individually or in the aggregate, greater than or equal to R$ 30,000,000 (thirty million reals), restated annually from the Date of Issuance, by the positive variation of the Amplified Consumer Price Index – IPCA, released by the Brazilian Institute of Geography and Statistics – IBGE (“ IPCA ”), or the equivalent thereof in other currencies;	
 
XIII.	Default, by the Company or by any of its Controlled Companies, on the payment of amounts involved in (a) final court decision(s) and/or of in (an) unappealable arbitration award against the Company or any of its Controlled Companies, as applicable, in an amount, individually or in the aggregate, greater than or equal to R$ 30,000,000 (thirty million reals), restated annually from the Date of Issuance, by the positive variation of the IPCA, or the equivalent thereof in other currencies;	
 
XIV.	Protest of bills against the Company or any of its Controlled Companies in an amount, individually or in the aggregate, greater than or equal to R$ 30,000,000 (thirty million reals), restated annually from the Date of Issuance, by the positive variation of the IPCA, or the equivalent thereof in other currencies, unless, within 5 (five) days subsequent to the date of the protest, it has been proven to the Trustee that (a) the protest was made by third parties in error or in bad faith; or (b) the protest was cancelled or suspended; or (c) the bonds were posted with a court by the Company and accepted by a competent judicial authority;	
 
XV.	Seizure, attachment or garnishment of assets of the Company or of any Controlled Company, in an amount, individually or in the aggregate, greater than or equal to R$ 30,000,000 (thirty million reals), restated annually from the Date of Issuance, by the positive variation of the IPCA, or of its equivalent in other currencies, unless such seizure, attachment or garnishment is remedied within 15 (fifteen) days subsequent to the date of its occurrence;	
 
XVI.	Expropriation, seizure or any other measure of any government entity of any jurisdiction that (a) results in the loss, by the Company or any of its Controlled Companies, of direct or indirect ownership or possession of property whose value, individually or jointly, is greater than or equal to 20% (twenty percent) of the Company’s total assets, as provided for in the Company’s most recent financial statements, unless, within 10 (ten) Business Days subsequent to notification about the respective expropriation, seizure or any other measure, the Company demonstrates to the Trustee, based on the figures from the Company’s most recent financial statements, that the asset represents less than 20% (twenty percent) of the Company’s consolidated net income for the 2 (two) preceding Fiscal Years, pursuant to the Company’s consolidated financial statements; (b) adversely affect the ability of the Company’s direct shareholders to perform their obligations under the terms of this Indenture and/or of the Statutory Lien and Fiduciary Assignment Agreements and/or the Surety;	
 
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XVII.	Non-use, by the Company, of the net resources obtained with the Offering strictly under the terms of Clause 4.1 above;	
 
XVIII.	The non-implementation of the merger between the Company and Atento Brasil S.A. within a period of 120 (one hundred and twenty) days counted from the Date of Completion of the Acquisition;	
 
XIX.	Dividends distribution, interest payments on the shareholders’ capital or any other payments made by the Company to its shareholders (any of these payments, “ Restricted Payment ”) that exceeds the payment of the minimum obligatory dividend as set out in Article 202 of the Brazilian Corporation Law, except Permitted Payments, considering that until the first Calculation Date, whatever dividend distribution, interest payment on the shareholders’ capital or other payments made by the Company to their shareholders at a value above the equivalent in reals to €5,000,000.00 (five million euros) (“ Overpayment ”) should be prohibited, except if before the Overpayment a test of Financial Indicators is carried out in a consistent way with the Quarterly Financial Statements dates ending 31st March, 30th June and 30th September, in accordance with Section XXII below, which demonstrates as a Financial Index for the Calculation Period ended on 31st December 2013 (calculated on a pro forma basis for Overpayment) shall be completed (and the EBITDA is calculated for use in that calculation, annualizing the quantity of EBITDA between the Date of Issue and the date of the respective calculation);	
 
XX.	Establishment of Lien (understood to be, in relation to any company or entity, mortgage, lien, pledge, fiduciary transfer, fiduciary assignment, charge, encumbrance or other right in rem held on the assets of such company or entity or any preference agreement that in practice creates a security in rem on any share or either currently the property of, or acquired in the future by, any company or entity (“Lien”), except for:	
 
 	(a)	Securities in rem or fiduciary transfer of the shares issued by Atento Brasil S.A. as a substitute to Securities in rem, on any assets of the Company or the Controlled Companies.	
 
 	(b)	Existing Lien on the Date of Issue;	
 
 	(c)	Lien acquired as a result of total or partial renewals or substitutions or renegotiations, of guaranteed debt in existence on the Date of Issue, as long as the Lien is exclusively constituted on the asset that provides the guarantee to the renewed, substituted or renegotiated debt;	
 
 	(d)	Lien created to finance the acquisition, by the Company or by any of the Controlled Companies, after the Date of Issue, of any asset, as long as the Lien is held exclusively on the acquired asset.	
 
 	(e)	Lien established within the scope of judicial or administrative proceedings or required by law;	
 
 	(f)	Lien resulting from the normal course of activities by the Company; or	
 
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 	(g)	Lien established as a guarantee for Financial Debt according to the terms of Item XXI below, considering that no Lien authorized under subsections (a) to (f) above may be created until the first Assessment Date, except: (a) if the Financial Debt resulting from a respective Lien when added to	
Financial Debt of the remaining Lien is not more than R$30,000,000.00 (thirty million reals); or (b) until the date of establishment of the respective Lien, that Financial Indexes be calculated, in a similar way to the Financial Index calculations in the closing of the Quarterly Financial Statements, which correspond to the 31st March, 30th June and 30th September, according to the terms of Section XXII below, demonstrating that the Financial Indexes for the Calculation Period closing on 31st December 2013 would be complied with (and the EBITDA is calculated to use in said calculation, taking the EBTIDA annual average between the Date of Issue and the date of said calculation) in any of the scenarios, calculated based on the Consolidated Financial Statement of the Company;
 
XXI.	In the event that the Company, or any of its Controlled Companies, incur	
any Financial Debt in which the Degree of Leverage is equal to or more than 2.0 (two) times the calculations carried out during the Calculation Period ended on the date immediately before the Calculation Date (taking into consideration the Financial Debt incurred), exceptions are made to the following Financial Debts, which shall be permitted at any time:
 
 	a)	Existing Financial Debt at the Date of Issue, which may be refinanced from time to time, whereas such refinancing does not result in commitments that increase the Financial Debt;	
 
 	b)	Financial Debt relating to the Debentures;	
 
 	c)	Financial Debt incurred with the aim of financing an acquisition, investment or capital expenditure;	
 
 	d)	Financial Debt with final payment date after the Debenture Maturity Date;	
 
 	e)	Financial Debts resulting from transactions with financial derivatives contracted with the aim of protecting against price and rate fluctuations;	
 
 	f)	Financial Debt incurred in the normal course of business, under any banking agreement, guarantees or financial leasing; and	
 
 	g)	Financial Debt previously approved by the Debenture Holders representing, at least, 75% (seventy-five per cent) of the Debentures in circulation, considering that no Financial Debt may be contracted until the first Assessment Date, except: (a) if, when added to another Financial Debt, the value is not more than R$30,000,000.00 (thirty million reals); or (b) until the date of establishment of a Financial Debt, that Financial Indexes be calculated, in a similar way to the Financial Index calculations in the closing of the Quarterly Financial Statements, which correspond to the 31st March, 30th June and 30th September, according to the terms of Section XXII below, demonstrating that the Financial Indexes for the Calculation Period closing on 31st December 2013 would be ( pro forma for the occurrence of such a Financial Debt) complied with (and the EBITDA is	
 
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 	calculated for the purposes of that calculation, annualizing the EBITDA amount between the Date of Issue and the date of the respective calculation) in any of the scenarios, calculated based on the Consolidated Financial Statement of the Company; considering that no Financial Debt can be incurred without there being a final date for payment set and that this date shall not be (A) before the six months that precede the first payment of the Debentures and (B) before the Debenture Maturity Date (“ Short Term Financing ”) and that, when added to the other Short Term Financing amounts, it shall not exceed R$50,000,000.00 (fifty million reals);	
 
XXII.	In the event of the Company exceeding the relation between Liquid Debt at the end of the Calculation Period and EBITDA, in any of the Calculation Periods indicated below, calculating based on the Consolidated Financial Statements of the Company (“Financial Indexes”), except if, cumulatively, (i) by not more than 3 (three) times the Date of Maturity (but not in consecutive Calculation Periods), and within a period of up to 15 (fifteen) Working Days counted from the respective date of delivery of the Consolidated Financial Statements, an increase in the company’s capital occurs, exclusively in money (“Capital Contribution”), added to the amount of the respective Capital Contribution, “ Value of the Contribution ”), added to the amount added to the EBITDA for each Calculation Period (and for the three subsequent Calculation Periods “ Adjusted EBITDA ”); and (ii) after the respective Capital Contribution, the Financial Indexes calculated based on adjusted EBITDA are met:	

Column 1
Calculation Period	  	Column 2
Ratio between Liquid
Debt and EBITDA	
Calculation Period ending 31 st  December 2013	  	3.5:1	
		
Calculation Period ending 31st March 2014	  	3.5:1	
		
Calculation Period ending 30th June 2014	  	3.5:1	
		
Calculation Period ending 30 th  September 2014	  	3.5:1	
		
Calculation Period ending 31 st  December 2014	  	3.0:1	
		
Calculation Period ending 31st March 2015	  	3.0:1	
		
Calculation Period ending 30th June 2015	  	3.0:1	
		
Calculation Period ending 30 th  September 2015	  	3.0:1	
		
Calculation Period ending 31 st  December 2015	  	2.5:1	
 
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Calculation Period ending 31st March 2016	  	2.5:1	
		
Calculation Period ending 30th June 2016	  	2.5:1	
		
Calculation Period ending 30 th  September 2016	  	2.5:1	
		
Calculation Period ending 31 st  December 2016	  	2.0:1	
		
Calculation Period ending 31st March 2017	  	2.0:1	
		
Calculation Period ending 30th June 2017	  	2.0:1	
		
Calculation Period ending 30 th  September 2017	  	2.0:1	
		
Calculation Period ending 31 st  December 2017	  	2.0:1	
		
Calculation Period ending 30 th  March 2018	  	2.0:1	
		
Calculation Period ending 30 th  June 2018	  	2.0:1	
		
Calculation Period ending 30 th  September 2018	  	2.0:1	
		
Calculation Period ending 31 st  December 2018	  	2.0:1	
 
XXIII.	The non-renewal, cancellation, revocation, suspension or limitation of the relevant part of the permission or licenses, including environmental ones relating to the activities exercised by the company and/or by any of its relevant Controlled Companies, except if the Company can prove the existence of legal remedy authorizing the continuation of normal activities until the renewal or acquisition of such a license or permission within 10 (ten) Working Days counted from the date that such non-renewal, cancellation, revocation or suspension occurred, and only if, such event may cause a relevant adverse effect to the operations or legal and financial conditions of the Company and its Relevant Controlled Companies as a whole:	
 
XXIV.	The provisions of the Instrument of Indenture and/or Warranty are substantially revoked, terminated or no longer have any effect;	
 
XXV.	Any of the events described in articles 333 and 1,425 of the Brazilian Civil Code occur;	
 
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XXVI.	A violation notification is issued by the tax, environmental or antitrust authority, except if the Company has taken the applicable judicial and administrative measures to respond to this notification, within a period of 10 (ten) days counted from the date of the notification, as such notification may result in a relevant adverse effect for the operations or legal and financial conditions of the Company and its Controlled Companies as a whole;	
 
XXVII.	Any representation or guarantee by the Company, by Atento Brasil S.A. made or deemed made herein in the Instrument of Indenture or related to the Warranty that is proven to be incorrect in any material way, that is not resolved in 5 (five) Working Days; and	
 
XXVIII.	At any time, from the date on this Instrument of Indenture until the first Calculation Period, no alteration that provides for a reduction in the revenue attributable to Atento Brasil S.A. shall be made to the contract of services between Telefônica S.A: and the party established in the contract as “Supplier”, unless before or together with such alteration, Financial Indexes be calculated, in a similar way to the Financial Index calculations in the closing of the Quarterly Financial Statements, which correspond to the 31st March, 30th June and 30th September, according to the terms of Section XXII above, demonstrating that the Financial Indexes for the Calculation Period closing on 31st December 2013 would be complied with (and the EBITDA is calculated for use in that calculation, annualizing the quantity of EBITDA between the Date of Issue and the date of the respective calculation) on any of the scenarios, calculated based on the Consolidated Financial Statement of the Company;	
 
6.26.1	In the event of Default as provided for in Clause 6.26 above, Section I, the Debentures shall automatically mature, independently of any warning or notification, be it judicial or extrajudicial.	
 
6.26.2	In the event of any other Default Event (other than that foreseen in Clause 6.26.1, section I, above), the Trustee shall, including for the purposes of that set out in Clauses 8.6 and 8.6.1, call, within a maximum period of 1 (one) Working Day counted from the date in which the occurrence is determined, a Debenture holders’ general assembly, to be held within the minimum period as established by law. If, in said general meeting of Debenture holders, Debenture holders representing, at least, 60% (sixty per cent) of the Debentures in circulation, decide to declare the accelerated maturity of the Debentures, the Trustee shall, immediately, declare the accelerated maturity of the Debentures. In the event that no quorum for the approval of accelerated maturity is reached in said general meeting of Debenture holders, the accelerated maturity of the Debentures shall not be declared.	
 
6.26.3	In the event of accelerated maturity of the Debentures, the Company is obliged to retrieve the entirety of the Debentures in circulation, with their consequent cancellation, being obliged to pay the outstanding balance of the Unitary Nominal Value of the Debentures in circulation, the accrual of remuneration, calculated pro rata temporis , from the first Date of Payment or the	
 
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 	Remuneration Date of Payment immediately preceding it, as appropriate, to the date of its actual payment, notwithstanding the Default penalties, calculated from the date of default, as appropriate, and of any other values owed by the Company according to the terms of this Instrument of Indenture, within a period of 5 (five) Working Days counted from the day of the statement of accelerated maturity, under penalty of, in the case of non-compliance, being obliged to pay the Default Penalties.	
 
6.26.4.	For the purposes of this Instrument of Indenture, the Debenture holders, upon undersigning or acquiring the Debentures, recognize, agree and accept the acquisition of the Issuer by Atento Brasil S.A., independently of the holding of the Debenture holders’ meeting or any other declaration by the Debenture Holders or the Trustee (“ Permitted Acquisition”) and they accept that in the occurrence of Permitted Acquisition, all the rights and obligations of the Company as provided for in this Instrument of Indenture and in the Fiduciary Assignment and Transfer Agreements shall be wholly assumed by Atento Brasil S.A. as the successor of the Company, with no need to amend this Instrument of Indenture.	
 
6.27	Advertising. All the acts and decisions relating to the Debentures that, in accordance with the terms of the Brazilian Corporation Law, should be published, shall be communicated, in the form of a notice, in the Official Gazette of the State of São Paulo (DOESP) and in the “Commercial Journal”, always immediately after the performance or occurrence of the act to be publicized. The Company may alter the journal above for another journal in mass circulation that is adopted for its corporate publications, via written notice to the Trustee and the publication, in the form of a notice, in the Journal to be substituted.	
 
6.28	Communications. All communications undertaken according to the terms of this Instrument of Indenture shall take the forming of writing, to the addresses provided below. The communications shall be considered to have been received when delivered, according to the protocol or via “notice of receipt” issued by the Brazilian Post and Telegram Company, at the addresses provided below. The communications made by fax or electronic mail shall be considered to have been received on the date of sending, provided that their receipt is confirmed by evidential means (receipt issued by machine used by the sender). The change of any of the addresses provided below shall be communicated to the other parties by the party that has a change of address.	
 
 	I.	for the Company:	
BC Brazilco Participações S.A.
Avenida Bernardino de Campos, n° 98, 3° andar, sala 18
São Paulo – SP – Brasil
FAO: Jobelino Locateli / José Tavares Lucena
Email: locateli@br.gt.com/ lucena@br.gt.com
Tel: 11 3886-4800
 
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 	II.	for the Trustee:	
Planner Trustee DTVM Ltda.
FAO: Mrs. Viviane Rodrigues
Av. Brigadeiro Faria Lima, 3.900, 10° andar, Itaim Bibi
04538-132 – São Paulo/SP
Tel: 11 2172-2628
Fax: 11 3078-7264
Email: vrodrigues@planner.com.br/ f@planner.com.br
 
 	III.	for the Agent Bank:	
Itaú Unibanco S.A.
Praça Aldredo Egydio de Souza Aranha, 100, Torre Olavo Setúbal
04344-902 – São Paulo/SP
FAO: Douglas Callegari
Tel: (11) 2797-4431
Fax: (11) 2797-3140
E-mail: douglas.callegari@itau-unibanco.com.br
 
 	IV.	for the Depository Institution:	
Itaú Corretora de Valores S.A.
Avenida Brigadeiro Faria Lima, n. o 3.400, 10° andar
04538-132 – São Paulo/SP
FAO: Douglas Callegari
Tel: (11) 2797-4431
Fax.: (11) 2797-3140
E-mail: douglas.callegaritau-unibanco.com.br
 
 	V.	for CETIP (the Clearing House for the Custody and Financial Settlement of Securities):	
CETIP S.A. – Mercados Organizados
Avenida Brigadeiro Faria Lima, n. o 1.663, 4° andar
 
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FAO: Gerência de Valores Mobiliários [Marketable securities Management]
Tel: (11) 3111.1596
Fax: (11) 3111.1564
Email: valores.mobiliários@cetip.com.br
 
7.	ADDITIONAL OBLIGATIONS OF THE COMPANY	
 
 	7.1	The Company is additionally obliged to:	
 
 	I.	Supply to the Trustee:	
 
 	(a)	Within a period of 1 (one) Working Day after 90 (ninety) days counted from the end of each Quarterly Financial Statement or the actual date of disclosure, whichever comes first, a copy of the Consolidated Financial Statement of the Company, relating to the relevant Quarterly Financial Statement;	
 
 	(b)	Within a period of 1 (one) Working Day after 90 (ninety) days counted from the 30th June of every Fiscal Year or the actual date of disclosure, whichever comes first, a copy of the Consolidated Financial Statements of the Company, relating to the period of six months ending on 30th June of that Fiscal Year;	
 
 	(c)	On the same dates as those referred to in subsections (a) and (b) above, the headings needed for the verification of the Financial Indexes, according to the terms of Clause 6.26 above, section XXII, accompanied by a report demonstrating the performance of said calculation;	
 
 	(e)	Within a period of 1 (one) Working Day counted from the date on which they were made, the notices to the Debenture holders Within a period of 3 (three) Working Days counted from the date of awareness or receipt, as appropriate, (i) the information as regards the occurrence of any Default Event or (ii) the sending of a copy of any correspondence or notification, be it judicial or extrajudicial, received by the Company relating to a Default Event; and	
 
 	(f)	Within a period of 5 (five) Working Days counted from the date of receipt of the respective request, a response to any uncertainties on behalf of the Trustee, about any information that may be reasonably requested by the holders of the Debentures representing, at least, 75% (seventy-five per cent) of the Debentures in circulation, provided that it is reasonable to expect that such information may be produced within said period;	
 
 	II.	Inform the Agent Bank, CETIP and the Trustee about the execution of any early payment as a result of that set out in Clause 6.18 above or in Clause 6.26.3 above, with advance notice of, at least, 2 (two) Working Days from the expected date for the respective early payment;	
 
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 	III.	To make the Consolidated Financial Statements of the Company provided for in article 176 of the Brazilian Corporation Law available to the Debenture holders, observing the regulations for the disclosure of information set out by the legislation and the CVM (Brazilian Securities Commission) regulation;	
 
 	IV.	Except for cases where, in good faith, it is discussing the applicability of the law, rule or regulation in administrative or judicial areas, or those which failure to comply does not adversely affect its capacity to comply with the obligations foreseen in this Instrument of Indenture and/or the Fiduciary Assignment and Transfer Agreements, it is complying with all the laws, regulations, administrative standards and directives from governmental bodies, authorities or courts applicable to conducting its business;	
 
 	V.	To always keep all authorizations and licenses valid, effective, in perfect order and in full force, including environmental ones, required for the normal conduct of the activities carried out by the Company, except for those that by not doing so do not adversely affect its capacity to fulfill the obligations set out in this Instrument of Indenture and/or in the Contracts of Sale or Fiduciary Assignment Agreements in any relevant way;	
 
 	VI.	To always keep all the authorizations necessary for the signing of this, the Instrument of Indenture, and the Fiduciary Transfer and Assignment Agreements valid, effective, in perfect order and in full force and for the fulfillment of all the obligations provided for herein;	
 
 	VII.	To hire and keep hired, at its own expense, the providers of services inherent to the obligations provided for in this Instrument of Indenture, including the Trustee, the Depository Institution, the Agent Bank and the System of Debenture Negotiation in the Secondary Market (SND – National Debenture System);	
 
 	VIII.	To collect all the taxes that are imposed, or come to be imposed on the Debentures that are the responsibility of the Company;	
 
 	IX.	To pay remuneration to the Trustee, according to the terms of Clause 8.4 below, item I; and (b) provided that it is requested as such by the Trustee, the payment of duly justified expenses incurred by the Trustee, according to the terms of Clause 8.4 below, section II;	
 
 	X.	To send to the CVM periodic and actual reporting system within a period of 1 (one) Working Day counted from the date of its receipt, the report drafted by the Trustee to which Clause 8.5 below refers, section XVI, if it is so required by the applicable regulation;	
 
 	XI.	To notify the Trustee immediately of the calling, by the Company, of any General Meeting of Debenture holders;	
 
 	XII.	To attend the general Meetings of Debenture holders, whenever requested;	
 
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Notwithstanding the other obligations provided for above or the other obligations expressly provided for by current regulation and in this Instrument of Indenture, according to the terms of CVM Instruction 476:
 
 	(a)	To prepare the Consolidated Financial Statements of the Company, in accordance with the Brazilian Corporation Law and with the rules issued by the CVM;	
 
 	(b)	To submit the Consolidated Financial Statements of the Company to the audit or limited review, as appropriate, by an independent auditor registered in the CVM;	
 
 	(c)	Within a period of 3 (three) months counted from the date of the year-end date of that Fiscal Year, to disclose on its Internet webpage and send its financial statements to CETIP, accompanied by explicative notes and the independent auditors’ expert opinion;	
 
 	(d)	For a period of 3 (three) years counted from the Date of Issue, to keep the documents mentioned in subsection (c) above on their Internet webpage;	
 
 	(e)	To observe that set out in the CVM Instruction No. 358, of 3rd January 2002, as amended (“CVM Instruction 358”), in that which refers to the obligation to protect the confidentiality and the suspension of trading;	
 
 	(f)	To disclose on the Internet webpage the occurrence of any relevant act or fact, according to that defined in article 2 of the CVM Instruction 358, and to communicate the occurrence of said relevant act or fact immediately to the Coordinators and to CETIP;	
 
 	(g)	To supply all the information requested by the CVM and by CETIP;	
 
 	(h)	To aim to ensure that Atento Brasil S.A. prepares the Warranty within the period of 15 (fifteen) days counted from the Date of Issue;	
 
 	(i)	To comply with and to ensure its Controlled Companies comply with environmental and labor legislation in force, the adoption of preventive measures and actions or reparation measures to avoid and correct damages to the environment and their employees resulting from activities described in their By-laws, so that a failure to comply with such measures could reasonably cause a relevant adverse impact on the capacity of the Group to comply with its obligation to payment this Instrument of Indenture; and	
 
 	(j)	to sign the Atento Brasil Fiduciary Transfer Agreement within 20 (twenty) days after the Date of Completion of the Acquisition.	
 
8.	TRUSTEE	
 
8.1	The Company names and appoints the Trustee, as stated in the preamble of this Instrument of Indenture, as trustee of the issuance object of this Instrument of Indenture, that signs in that capacity, and in this act, and in the best legal form, accepts the appointment, according to the terms of the law and this Instrument of Indenture, to represent the communion of Debenture Holders before the Company, hereby declaring that:	
 
 	I.	It accepts the function for which it has been appointed, wholly assuming the duties and attributes as provided for in the relevant legislation and in this Instrument of Indenture;	
 
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 	II.	It recognizes and wholly accepts this Instrument of Indenture and the Fiduciary Assignment and Transfer Agreements, all of their terms and conditions;	
 
 	III.	It is duly authorized to enter into this Instrument of Indenture and the Fiduciary Assignment and Transfer Agreements and to comply with its obligations set forth herein and therein having satisfied all the legal and statutory requirements necessary;	
 
 	IV.	The execution this Instrument of Indenture and the Fiduciary Assignment and Transfer Agreements and the fulfillment of its obligations set forth herein and therein do not infringe on any other previously assumed obligation on behalf of the Trustee;	
 
 	V.	This Instrument of Indenture and the Fiduciary Assignment and Transfer Agreements constitute lawful, valid, effective and binding obligations on the part of the Trustee and are achievable in accordance with its terms;	
 
 	VI.	The veracity of the information contained in this Instrument of Indenture and in the Fiduciary Assignment and Transfer Agreements has been confirmed;	
 
 	VII.	The constitution of the Securities in Rem has been confirmed, the maintenance of its sufficiency and attainability should be observed, according to the terms of this Instrument and of the Fiduciary Assignment and Transfer Agreements;	
 
 	VIII.	It is equivalent to a financial institution, being duly organized, constituted and established in accordance with Brazilian laws;	
 
 	IX.	It is aware of the applicable regulation issued by the Central Bank of Brazil and by the CVM;	
 
 	X.	There is no legal impediment to exercise the functions conferred upon it, under the penalties of the law, in accordance with Article 66, paragraph 3, of the Brazilian Corporation Law, CVM Instruction 28, of 23rd November 1983, as amended, or, in case of amendment, that which comes to substitute it (“CVM Instruction 28”), and the remaining applicable standards;	
 
 	XI.	No conflict of interest exists in any of the situations provided for in Article 10 of the CVM Instruction 28;	
 
 	XII.	It does not have any link to the Company that would prevent it from exercising its functions;	
 
 	XIII.	It recognizes, agrees and accepts that, in the occurrence of Permitted Incorporation the terms, conditions and obligations as provided for in this Instrument of Indenture and in the Fiduciary Assignment and Transfer Agreements shall be entirely assumed by Atento Brasil S.A. as successor of the Company; and	
 
 	XIV.	In accordance with the requirements of Article 12, Section XVII, Subsection (k) of CVM 28, it does not act in other issues as a Trustee of other companies of the same economic group as the Issuer.	
 
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8.2	The Trustee shall exercise its functions as of the date of signing this Instrument of Indenture or any amendment relating to its substitution, and shall remain in exercise of its functions until the Date of Maturity or, in the event that the Company still has defaulted obligations according to the terms of this Instrument of Indenture after the Date of Maturity, until all the obligations of the Company according to the terms of this Instrument of Indenture are wholly fulfilled or, even, until its substitution.	
 
8.3	In the event of absence, temporary impediments, resignation, intervention, compulsory or non-compulsory liquidation, bankruptcy, or any other event of vacancy of the Trustee, the following rules apply:	
 
 	I.	Possibility for the Debenture holders, after the closing of the Offer, to proceed to the substitution of the Trustee and the appointment of the substitute, in a General Meeting of Debenture Holders called specially for this purpose;	
 
 	II	In the event that the Trustee cannot continue to exercise its functions for circumstances arising from this Instrument of Indenture, this shall be communicated immediately to the Debenture Holders, requesting its substitution, as well as calling a General Meeting of Debenture Holders;	
 
 	III	In the event that the Trustee resigns from its functions, it shall continue to exercise its functions until such time as a substitute institution has been appointed by the Company and approved by the General Meeting of Debenture Holders and can actually assume its functions;	
 
 	IV	A General Meeting of Debenture Holders shall be held, within a maximum period of 30 (thirty) days, counted from the event that determines it, to select a new Trustee, that may be called by the Trustee to be substituted itself, by the Company, by Debenture holders representing, at least, 10% (ten per cent) of the Debentures in circulation, or by the CVM; in the event that the call does not occur at least 15 (fifteen) days before the end of the period provided for herein, it will be up to the Company to make the call, it being that the CVM can appoint a provisional substitute while the selection process of the new Trustee has yet to be completed;	
 
 	V	The permanent substitution of the Trustee is (a) subject to previous communication to the CVM and its statement as regards the fulfillment of the requirements set out in Article 9 of CVM Instruction 28; and (b) shall be object of amendment to this Instrument of Indenture;	
 
 	VI	Payments to the substituted Trustee shall be executed respecting the proportionality of the actual period of service provision;	
 
 	VII	The substitute Trustee shall have the right to the same remuneration as the previous, in the event that (a) the Company does not agree a new remuneration value for the Trustee proposed by the General Meeting of Debenture Holders to which item IV above refers; or (b) the general meeting of Debenture holders to which item IV refers does not deliberate on the matter;	
 
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 	VIII	The substitute Trustee shall, immediately after its appointment, communicate to the Company and the Debenture holders pursuant to Clauses 6.27 and 6.28 above; and	
 
 	IX	The CVM-issued standards and precepts apply to the Trustee substitution scenarios.	
 
8.4	In the performance of the duties and requirements of the position, according to the terms of the law and this Instrument of Indenture, the Trustee, or the institution that comes to substitute it in this quality:	
 
 	I	shall receive remuneration:	
A) Of $R12,000.00 (twelve thousand reals) per year, owed by the Company, the first installment of remuneration being due 5 (five) Working Days after the signing of this Instrument of Indenture, and the other, on the same day of subsequent years until the Maturity of the Issue or while Planner represents the interests of the Debenture holders;
B) The installments referred to above shall be updated, annually, according to the accumulated variation of the IGP-M (General Price Market Index), or in case of this not being available, or impossible to apply, by the official index that substitutes it, from the date of payment of the first installment, until the payment dates of each subsequent installment, calculated pro rata temporis;
C) The payment of remuneration installments described above shall be made to Planner, adding the values relating to the taxes incurred billing plus the Brazilian Services Tax (ISS), the Social Integration Program (PIS), and Contribution to Social Security Financing (COFINS); including any related interest, fines or penalties that may apply to such taxes on transactions of that kind, as well as any existing rate increases, so that Planner may receive the remuneration as if those taxes were not incurred;
D) In the event of default of the pecuniary or non-pecuniary obligations of the issue, or, of the restructuring of the conditions of the issue after the subscription and payment of the deeds, or of the participation in meetings or telephone conferences, as well as attendance to special requests, the Trustee shall be additionally owed the value of R$250.00 (two hundred fifty reals) per man-hour of work dedicated to (a) the application of guarantees, (b) attendance at meetings with the Issuer and/or Debenture holders; and (c) implementation of the consequent decisions taken at such events. The value shall be paid within a period of 5 (five) Working Days after the confirmation of delivery, by the Trustee, of a time worked report to the Issuer. Restructuring of the conditions of the issue is understood to be the events related to the amendments of the (a) guarantee, (ii) the payment period(iii) conditions relating to accelerated maturity. The events relating to Unscheduled Repayments and Early Redemption of Debentures are not considered as restructuring of the conditions of the Issue.
E) In the event of late payment of any amount due resulting from the remuneration proposed herein, the late debits shall be subject to late payment interest at 1% (one per cent) per month and unliquidated damages of 2% on the owed amount;
 
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F) Remuneration shall be due even after the maturity of the debentures, in the event that the Trustee is still working to collect for the fulfillment of the Issuer’s obligations, and does not include the payment of specialist third party fees, such as independent auditors, lawyers, financial consultants, among others;
G) The remuneration proposed here does not include expenses considered necessary to the exercise of the role of Trustee, such as: notarization of signatures, certified copies, notification, attainment of certificates, travel and trip expenses, specialist service expenses, such as auditing, and/or monitoring among others; and
H) In the event of default by the Issuer, all expenses that the Trustee may incur to protect the interests of the Debenture holders should receive the prior approval of and then be advanced by the Debenture holders, and subsequently reimbursed by the Issuer. Such expenses include expenses such as legal fees, including for third parties, deposits, compensation, costs and legal taxes on actions proposed by the Trustee or used against it, while representing the Debenture holders. The expenses, deposits and legal costs resulting from the defeat in the legal claims court shall be equally borne by the Debenture holders, as well as the remuneration and refundable expenses of the Trustee, in the scenarios that the Issuer remain in Default as regards the payment of these during a period over 30 (thirty) consecutive days.
I) Remuneration shall be due until the maturity, redemption or cancellation of the Debentures and even after their maturity, redemption or cancellation in the scenario that the Trustee remain to collect defaulted payments relating to the Debentures, un-remedied by the Company, cases in which the remuneration due to the Trustee shall be calculated proportionally according to months of activity performed by the Trustee, based on the value from subsection A above, readjusted according to subsection B above;
II it shall be reimbursed by the Company for all expenses that can be justified to have been incurred to protect the rights and interests of the Debenture holders or to execute their credits, within a period of up to 5 (five) Working Days counted from the delivery of the justification documents, provided that the expenses that the individual or aggregate value of which are equal to or more than $R10,000.00 (ten thousand reals), have received prior approval by the Company, including but not being limited to expenses such as:
 
 	A)	Publication of reports, call notices, notices and notifications, as provided for in this Instrument of Indenture, and others that may be required by applicable regulation;	
 
 	B)	Attainment of certificates;	
 
 	C)	Travel between cities and States and the respective cost of stays and food, when necessary for the performance of functions; and	
 
 	D)	Any additional and special or expert research that may be essential, if there are omissions and/or ambiguities in the information pertinent to the Debenture holders’ strict interests;	
 
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III	it shall be able to, in case of default on behalf of the Company in the payment of expenses referred to in Section II during a period of more than 60 (sixty) days, request the Debenture holders for an advance on payment of expenses with legal, judicial or administrative proceedings that the Trustee may incur to protect the interests of the Debenture holders, expenses that shall require prior approval and advance by the Debenture holders, proportionally according to the credits they have, and subsequently, indemnified by the Company, being that these expenses to be advanced by the Debenture holder, proportionally according to the credits they have, (a) include the expenses with third party legal fees, deposits, costs and legal rates on the action proposed by the trustee or resulting from actions brought against it in the performance of this role, or that cause it injury or financial risk, while acting as representative of the communion of Debenture holders; the expenses, deposits and judicial costs resulting from the defeat in legal court action are equally borne by the Debenture holders as well as their remuneration; and (b) exclude the Debenture holders prevented by law to do so, and so the remaining Debenture holders shall apportion expenses proportionally according to their credits, and it is stipulated that the reimbursement shall take place subsequently to those Debenture holders that apportioned a greater proportion than that required by their proportion of credits, when the receipt of resources by those Debenture holders that were prevented from apportioning expenses relating to their participation; and	
 
IV	the Trustee’s dues for expenses incurred to protect the rights and interests or to collect the debt for the Debenture holders that has not been repaid in the way as required by Section III shall be added to the debt of the Company, taking preference over these in the order of payment.	
 
8.5	Asides other provisions by law, in the CVM regulation and in this Instrument of Indenture, these constitute duties of the Trustee:	
 
 	I	To assume full responsibility for the services hired, in accordance with current legislation.	
 
 	II	To protect the rights and interests of the Debenture holders, employing in the performance of the role, the care and diligence with which any active person of integrity employs in the administration of his or her own property.	
 
 	III	To resign from the role, in the scenario that a conflict of interest comes to light or any other type of inability to perform the role properly;	
 
 	IV	To keep in good condition all book-keeping, correspondence and other papers relating to the performance of its role;	
 
 	V	To verify, at the moment of accepting the position, the veracity of the information contained in this Instrument of Indenture and in the Fiduciary Assignment and Transfer Agreements, as verified according to the terms of the statement set out above;	
 
 	VI	To promote in the competent bodies, in the event that the Company does not, the registration of this Instrument of Indenture and the registration of the Securities in rem and the annotations of any amendments, resolving any issues and errors that may be present;	
 
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 	VII	To accompany the observance of the recurrence in the provision of obligatory information, alerting Debenture holders of any omissions or untruths as regards such information;	
 
 	VIII	To issue an expert opinion on the adequacy of such information consistent with the proposals for modifications to the conditions of Debentures;	
 
 	IX	To verify the regularity of Securities in rem, as well as the value of the Securities in rem, observing the maintenance of their adequacy and their practicability;	
 
 	X	To examine the substitution proposal for the Securities in rem, demonstrating its express and justified agreement, according to the terms of the Fiduciary Assignment and Transfer Agreements.	
 
 	XI	To summon the Company to reinforce the Securities in rem, in such scenario that they deteriorate or depreciate, according to the terms of the Fiduciary Assignment and Transfer Agreements;	
 
 	XII	To request, when necessary, in order to be able to faithfully company with its responsibilities, up-to-date certificates for the Company, necessary and pertinent of civil distributors, Treasury Courts, National Treasury Attorney-General’s Office, protests registers, Lower Labor Courts;	
 
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 	XIII	To request, when necessary and within reasonable limits, a special Company audit;	
 
 	XIV	To call, when necessary, a General Meeting of Debenture Holders according to that set out in Clause 9.3 below;	
 
 	XV	To attend the General Meeting of Debenture Holders to provide information that is requested of it;	
 
 	XVI	To draft and send the Company, within the legally required period, an annual report destined for the Debenture holders, pursuant to Article 68, Paragraph 1 Section (b), of the Brazilian Corporation Law, that shall contain, at least, the following information:	
 
 	(a)	Any omission or untruth, of which it is aware, contained in the information disclosed by the Company or, even, the default or delay in the obligatory provision of information by the Company;	
 
 	(b)	By-law amendments occurred in the Company during the period;	
 
 	(c)	Comments on the Consolidated Financial Statement of a Company, focusing on economic, financial indicators and the structuring of capital within the Company;	
 
 	(d)	Offer Position or placement of the Debentures in the market;	
 
 	(e)	Redemption, amortization and payments executed in the period, as well as acquisitions and sales of Debentures carried out by the Company;	
 
 	(f)	Monitoring of the destination of resources captured through the Debentures, in accordance with the data obtained together with the administrators of the Company;	
 
 	(g)	List of property and funds allocated to the Trustee to manage;	
 
 	(h)	Fulfillment of the remaining obligations assumed by the Company, according to the availability public information and/or that obtains together with administrators of the Company;	
 
 	(i)	declaration on the adequacy and practicability of the Securities in rem; and	
 
 	(J)	Statement on the ability to continue in his function as Trustee:	
 
 	XVII	To ensure that the report referred to in Section XVI above is available until 30th April every year at least in the headquarters of the Company, in the	
 
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 	Trustee’s office, or, when a financial institution, in the place indicated by such institution, in the CVM and in the CETIP and the coordinator’s headquarters, the Offer leader;	
 
 	XVIII	To publish, the Company expenses, according to that set out in Clause 6.27 above, notice communicating to Debenture holders that the report referred to in Section XVI above is available in the places indicated in Section XVII above;	
 
 	XIX	To keep up to date as regards the Debenture holders and their addresses, through and including, management before the Company, the Depository Institution, the Agent Bank and CETIP, being that, for the purposes of attending to that set out in this section, the Company expressly authorizes, from now, that the Depository Institution, the Agent Bank and CETIP attend to any request posed by the Trustee, including that referring to disclosure, at any time, of the position of the Debentures, and their respective Holders;	
 
 	XX	To coordinate the drawing of debentures to be redeemed, disabling the certificates corresponding to the redeemed debentures in the cases set out in this Instrument of Indenture;	
 
 	XXI	To monitor the fulfillment of the clauses within this Instrument of Indenture and the Fiduciary Transfer and Assignment Agreements, including those with essential obligations to do and not to do, and including:	
 
 	(a)	To verify the calculation of the Remuneration undertaken by the Issuer, according to the terms of Clause 6.16 and its sub-clauses;	
 
 	(b)	To verify compliance with Financial Indexes; and	
 
 	(c)	To monitor, with the Agent Bank, upon each payment date, full and punctual payment of the all the due amounts, in accordance with that stipulated in this Instrument of Indenture;	
 
 	XXII	To inform the Debenture holders of the existence of any value available for receipt by the Debenture holders relating to the pecuniary obligations owed by the Company and according to the terms of this Instrument of Indenture; and	
 
 	XXIII	To notify the Debenture holders, if individually possible, within a period of up to 5 (five) Working Days from the date that the Trustee became aware of any default, on behalf of the Company, of any obligation as provided for in the Instrument of Indenture and/or the Fiduciary Assignment and Transfer Agreements, indicating the place in which better clarifications will be provided to the interested parties, being that the notification will itemize the judicial and extrajudicial provisions that the Trustee has taken to monitor and protect the interests of the communion of Debenture holders.	
 
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A communication containing the same information should be sent to the Company, to CVM and CETIP.
 
8.6	In the case of default, by the Company, of any of the obligations provided for in this Instrument of Indenture and/or in the Fiduciary Assignment or Transfer Agreement, not settled in the periods set out in Clause 6.26 above, as applicable, the Trustee shall use every action to protect the rights or defend the interest of the Debenture holders, and therefore should:	
 
 	I	Declare, having observed the conditions of this Instrument of Indenture, the Debentures as accelerated and collect the principal and accessory payments;	
 
 	II	Observed the provisions of the Fiduciary Assignment and Transfer Agreements, execute the Securities in rem, applying the product to the full or proportional payment, of the Debenture holders;	
 
 	III	To order the bankruptcy of the Company, if there are no Securities in rem;	
 
 	IV	To take any other measures necessary to ensure that the Debenture holders receive their dues; and	
 
 	V	To represent the Debenture holders during the bankruptcy process or receivership, extrajudicial recovery process, or, if applicable, extrajudicial intervention or liquidation of the Company.	
8.6.1 Observing that set out in Clauses 6.26, 6.26.1, 6.26.2 e 6.26.3 above, the Trustee only can be exempt from the responsibility of not adopting the measures described in Clause 8.6 above, Sections I to IV, if, called to the General Meeting of Debenture holders, these so authorize by unanimous deliberation of the Debentures in circulation. In the scenario proposed by Clause 8.6 above, Section V, resolution taken by the majority of the Debentures in circulation shall be sufficient.
8.6.2 The Trustee shall not be obligated to undertake any verification of veracity of the company resolutions and in acts of administration of the Company or even in any document or register that he considers to be authentic and that has been sent to him by the Company or by third parties at his request, to use in his decision making, and he shall not be responsible for the drafting of these documents, that will remain under the Company’s legal and regulatory obligation to draft them, according to applicable legislation.
 
9	GENERAL MEETING OF THE DEBENTURE HOLDERS	
9.1 The Debenture holders may, at any time, hold a general meeting, in accordance with that set out in Article 71 of the Brazilian Corporation Law, with the purpose that they deliberate on matters of interest to the communion of Debenture holders.
9.2 The General Meetings of Debenture holders may be called by the Trustee, by the Company, by Debenture holders that represent at least 10% (ten per cent) of the Debentures in circulation, or by the CVM.
 
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9.3	The calling of General Meetings of Debenture holders shall be made through notices published at least three times according to that provided in Clause 6.27 above, respecting other rules relating to the publication of call notices for general meetings consistent with the Brazilian Corporation Law, applicable regulations, and the Instrument of Indenture.	
 
9.4	General Meetings of the Debenture holders shall be set up, in the first call with the presence of the deed holders of, at least, half the Debentures in circulation, and in the second call, with any quorum.	
 
9.5	The presidency of the General Meeting of Debenture Holders shall be bestowed on the Debenture Holder chosen by the Debenture Holders or the Debenture Holder appointed by the CVM.	
 
9.6	For the deliberations of the general meetings of Debenture Holders, every Debenture in circulation represents entitlement to one vote, admitted to authorized signatories, be they Debenture holder or not. Except by that set out in Clause 9.7 below, all the resolutions to be made in the general meeting of Debenture holders (including in relation to requests by the Company of consents, amendments and waivers in relation to this Instrument of Indenture, to the Fiduciary Assignment and Transfer Agreements, the Warranty or any other related document) shall depend on the approval of the Debenture holders (“Approval”) representing, at least 60% (sixty per cent) of the Debentures in circulation.	
 
9.7	In the Approvals that are referred to in Clause 9.6 above, the consents, amendments or waivers referring to the following are not included:	
 
 	I	Those consents, amendments or waivers the deliberation quorum of which is expressly provided for in other Clauses of the Instrument of Indenture;	
 
 	II	Those consents, amendments or waivers that require approval of Debenture holders representing, at least, 90% (ninety per cent) of the Debenture in circulation, that may be, the amendments (a) of the provisions of this Clause; (b) of any of the quorums provided for in this Instrument of Indenture; (c) of Remuneration, except for that provided for Clause 6.16.3; (d) of any dates of payments of any value provided for in this Instrument of Indenture; (e) of the period of validity of the Debentures; (f) of the Form of the Debentures as described in Clause 5 of this Instrument; (g) of the release of any of the Securities in rem; or (i) of the provisions relating to Clause 6.18 above; and	
 
 	III	The approval of transfer and/or another form of transfer of the rights and obligations of the Trustee or the Company resulting from the Fiduciary Assignment and Transfer Agreements, which will depend on the approval of Debenture holders representing, at least, 75% (seventy-five per cent) of the Debentures in circulation, brought together at the General Meeting.	
 
9.8	For the purposes of the Instrument of Indenture, “Debentures in Circulation” mean all the Debentures subscribed and paid in full and not redeemed or cancelled, excluding the Debentures kept in the treasury and, also for the purposes of the voting	
 
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 	of any Approval, pertaining, directly or indirectly, (i) to the Company; (ii) to any Controlling Company, direct or indirect, of the Company, to any Controlled Company or any associated company; or (iii) any director, councilor, spouse, companion or up to third degree relative of any of the persons referred to in previously mentioned items “i” and “ii”.	
 
9.9	The presence of legal representatives of the Company shall be provided in the general meetings of the Debenture holders.	
 
9.10	The Trustee shall attend general meetings of the Debenture holders and provide the Debenture holders with the information as requested.	
 
9.11	As appropriate, that set out in the Brazilian Corporation Law on general shareholder meetings shall apply to the general meetings of Debenture holders.	
 
10	DECLARATIONS BY THE COMPANY	
 
10.1.	The company in this act hereby declares that, on the date of signing this Instrument of Indenture:	
I It is a duly organized, incorporated company that exists in the form of an equity company, in accordance with Brazilian laws, with no company registration open before the CVM;
II It is duly authorized and has received all the authorizations, including the corporate, regulatory and third party authorizations, necessary to execute this Instrument of Indenture and Fiduciary Assignment and Transfer Agreements, to issue the Debentures and to fulfill all the obligations set forth herein and therein, having met all the legal and statutory requirements needed for this purpose;
III The legal representatives of the Company that sign this Instrument of Indenture and the Fiduciary Assignment and Transfer Agreements have statutory and/or delegated powers to assume, in name of the Company, the obligations set forth herein and therein and, being authorized representatives, had the sufficient powers legitimately bestowed on them, the respective mandates being in full force;
IV This Instrument of Indenture and the Contracts of Sale and Fiduciary Assignment Agreement and that set forth herein and therein represent lawful, valid and binding obligations to the Company, feasible pursuant to its terms and conditions;
V The terms and conditions of this Instrument of Indenture and Fiduciary Assignment and Transfer Agreements, the fulfillment of the obligations set forth herein and therein and the Offer (a) do not infringe on its by-laws; (b) do not infringe upon any contract or instrument of which the Company forms a part or with which any of its property or goods are linked; (c) they will not
 
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result in (i) the acceleration of any established obligation in any of these contracts or instruments; (ii) the creation of any judicial or extrajudicial lien or pledge, on any of the Company’s assets or property (except on the Securities in rem); or (iii) the termination of any of these contracts or instruments; (d) they do not infringe on any legal provision to which the Company or any of its good are subject; and (e) they do not infringe on any order, decision, or administrative, judicial or arbitral ruling that affects the Company or any of its good or property;
 
 	VI	It is fully aware and wholly agrees with the disclosure and determination of the DI rate, and agrees that the calculation of the remuneration calculation was chosen of its own free will, in observance of the good faith principle.	
 
 	VII	The obligations relating to this Instrument of Indenture are, at least, pari passu with all the Company’s remaining present or future unsecured debts;	
 
 	VIII	The balance sheet relating to the incorporation of the Company correctly represents the Asset and Financial position of the Company in all the relevant aspects on that date and was duly drafted in accordance with the applicable principles determined by applicable regulation;	
 
 	IX	Except for cases where, in good faith, it is discussing the applicability of the law, rule or regulation in administrative or judicial areas, or those which failure to comply does not adversely affect its capacity to comply with the obligations foreseen in this Instrument of Indenture and/or the Fiduciary Assignment and Transfer Agreements, it is complying with all the laws, regulations, administrative standards and directives from governmental bodies, authorities or courts applicable to conducting its business;	
 
 	X	It is up to date with the payment of all its tax (municipal, state and federal), workers, social security and environmental obligations, and any other obligations imposed by law, except for those cases where, in good faith, it is discussing the applicability of the law, rule or regulation in administrative or judicial areas, or those which failure to comply does not adversely affect its capacity to comply with the obligations foreseen in this Instrument of Indenture and/or the Fiduciary Assignment and Transfer Agreements;	
 
 	XI	It has all the authorizations and licenses. They are valid, effective, in perfect order and in full force, including environmental licenses, required for the normal execution of its respective activities, except for those which failure to comply does not adversely affect its capacity to comply with the obligations foreseen in this Instrument of Indenture and/or the Fiduciary Assignment and Transfer Agreements; and	
 
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 	XII	There is no (a) failure to comply to any relevant contractual or legal provision or any other judicial, administrative or arbitral order; or (b) any judicial, administrative or arbitral proceedings, inquiry or any other type of governmental investigation that, in each case, (i) adversely affects its capacity to fulfill the obligations provided in this Instrument of Indenture and/or in the Fiduciary Assignment and Transfer Agreements in any relevant manner; or (ii) aims to annul, amend, invalidate, question or affect the Instrument of Indenture and/or the Fiduciary Assignment and Transfer Agreements;	
 
 	XIII	The written information supplied by the Company to the Trustee and/or to the Debenture holders for the purposes of issuing the Debentures and/or the Offer are true, consistent, accurate, complete, correct and adequate in all the relevant aspects;	
 
 	XIV	There is no link between the Company and the Trustee that impedes the Trustee from fully performing its duties; and	
 
 	XV	The Company is a recently legally incorporated company, and on the date of signing this Instrument and on the Date of Issue, it has no financial debt, except that relating to the Acquisition and the financing of the Acquisition.	
 
 	10.2	The Company is irrevocably obliged, to indemnify the Debenture holders and the Trustee for any injury, damage, loss, costs and/or expenses (including judicial costs and reasonable legal fees) directly incurred and attested by the Debenture holders and the Trustee as a result of the inveracity or inaccuracy of any of the statements made pursuant to Clause 10.1, as determined by non-reversible judicial ruling.	
 
10.3	Notwithstanding the provisions in Clause 10.2 above, the Company is obliged to immediately notify the Trustee in the event that any of the statements made herein be untrue, incorrect or incomplete on the date that it was declared.	
11 EXPENSES
 
11.1.	All reasonable costs incurred with the Offer or the structuring, issue, registration and execution of the Debentures and the Securities in rem shall be the responsibility of the Company, including publications, entries, registrations, hiring of the Trustee, of the Depository Institution, of the Agent Bank, and the remaining service providers and any other cost relating to the Debenture and the Securities in rem.	
 
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12 GENERAL PROVISIONS
 
12.1	The obligations assumed under this Issuance Deed are irrevocable and irreversible, binding the Parties and their successors in title to compliance in full.	
 
12.2	Any alteration of this Issuance Deed shall only be considered valid if formalized in writing, in an instrument signed by both Parties.	
 
12.3	The invalidity or nullity, in all or in part, of any of the clauses of this Issuance Deed shall not affect the others, which shall remain valid and effective until all obligations herein are fulfilled by the Parties. Should any clause in this Issuance Deed be declared invalid or void, the Parties must negotiate, as soon as possible, substitution of the clause declared invalid or void for inclusion in this Issuance Deed, under valid terms and conditions that reflect the terms and conditions of the invalid or void clause, in keeping with the aims and objectives of the Parties at the time the invalid or void clause was negotiated and within the scope.	
 
12.4	Any tolerance, partial exercise or concession made by the Parties to each other shall always be considered as purely liberality, and shall not entail loss or waiver of any right, facility, privilege, prerogative or powers conferred (including mandate), nor imply novation, alteration, compromise, issuance, modification or weakening of the rights and obligations contained therein.	
 
12.5	The Parties recognize this Issuance Deed and the Debentures as extra judicial executive titles under the terms of article 585, items I and II of Law no. 5.869 of 11 January 1973, as amended (“ Civil Procedure Code ”).	
 
12.6	For the purposes of this Issuance Deed the Parties may, entirely at their discretion, request the specific performance of the obligations herein, under the terms of articles 461, 621 and 632 of the Civil Procedure Code, without prejudice to the right to request early expiry of the Debentures under the terms of this Issuance Deed.	
13 APPLICABLE LEGISLATION: ARBITRATION
 
13.1	This Issuance Deed and any dispute, claim or non-contractual obligation arising from or associated with it, or its object or creation, shall be governed and interpreted in accordance with Brazilian Law.	
 
13.2	Any controversy shall be resolved through arbitration administered in the scope of the Arbitration Guidelines of the Arbitration and Mediation Centre of the Brazil-Canada Chamber of Commerce (“ BCCC Regulations ”) (such regulations being incorporated and integral to this Issuance Deed, the Parties agreeing to be subject to these regulations) by means of arbitration proceedings to be carried out in Sao Paulo, conducted in Portuguese by three arbitrators nominated in accordance with the BCCC regulations in force on the date of the dispute and subject to arbitration (“ BCCC Arbitration ”). Any sentence by the arbitrators must include a statement of the reasons for the decision and shall be final, binding and enforceable.	
 
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13.3	Before an Arbitral Tribunal is set up, either of the Parties can request preliminary verdicts ( interim measures ) or advance relief ( preliminary injunctions ) from the Judicial System; such action shall not be interpreted as renunciation of arbitration proceedings. Once the Arbitral Tribunal is set up the preliminary verdicts ( interim measures ) or advance relief ( preliminary injunctions ) must be requested from the Arbitral Tribunal. The Arbitral Tribunal can also review the ( interim measures ) or advance relief ( preliminary injunctions ) granted or denied by the Judicial System prior to setting up the Arbitral Tribunal.	
 
13.4	Legal aid may only be requested for: (i) preliminary verdicts ( interim measures ) or advance relief ( preliminary injunctions ) required to set up the Arbitral Tribunal (ii) annulment action stipulated under article 32 of Law no. 9.307/96, (iii) disputes that, under Brazilian law, cannot be resolved by means of arbitration and (iv) the application of any decision taken by the Arbitral Tribunal including the final award and any partial sentence. The Parties hereby elect the Forum of the City of Sao Paulo, State of Sao Paolo, to resolve any of the matters mentioned in items (i) (ii) and (iii) to the exclusion of any other forum that may be claimed. Any sentence rendered shall be final and binding on both Parties and may be entered at any tribunal with jurisdiction or application can be made to this tribunal for an order of execution, as applicable.	
 
13.5	Both the Parties irrevocably (i) renounce any objection they may have at any time regarding the election of a forum for any proceedings settled by the tribunals of a competent jurisdiction or BCCC Arbitration (ii) renounce any allegation that such judicial proceedings settled by the tribunals of a competent jurisdiction or BCCC Arbitration took place in an unsuitable forum and (iii) furthermore renounce the right to object to such proceedings settled at tribunals in a competent jurisdiction or BCCC Arbitration on the grounds that the court or arbitral tribunal has no jurisdiction over that Party.	
In witness thereof, the Parties agreeing to be bound on their own behalf and on behalf of their successors, hereby sign this Issuance Deed in 5 (five) copies identical in content and form in the presence of the two undersigned witnesses.
Sao Paulo, 22 November 2012
(The signatures appear on the following 3 (three) pages.)
 
44

Private Instrument of Deed of 1st Issuance, with restricted placement efforts, of Simple Debentures, Not Convertible into Shares, Pledge Type, Issue by BC Brazilco Participacoes S.A., entered into on 22 November 2012 between BC Brazilco Participacoes S.A. and Planner Trustee Distribuidora de Titulos e Valores Mobiliarios Ltda. – Signature Page 1/3.
 
BC BRAZILCO PARTICIPACOES S.A.

/s/ Jobelino Vitoriano Locateli	 		 	/s/ Igor Anselmo Delboni	
Name:	 	Jobelino Vitoriano Locateli	 		 	Name:	 	Igor Anselmo Delboni	
Position:	 	Legal Representative	 		 	Position:	 	Procurement	
(CPF:035.964.518-68)	 		 	(CPF: 293.691.928-24)	
 
45

Private Instrument of Deed of 1st Issuance, with restricted placement efforts, of Simple Debentures, Not Convertible into Shares, Pledge Type, Issue by BC Brazilco Participacoes S.A., entered into on 22 November 2012 between BC Brazilco Participacoes S.A. and Planner Trustee Distribuidora de Titulos e Valores Mobiliarios Ltda. – Signature Page 2/3.
 
PLANNER TRUSTEE DISTRIBUIDORA DE TITULOS E VALORES MOBILIARIOS LTDA.

/s/ Viviane Rodrigues	 		 	/s/ Flavio D. Aguetoni	
Name:	 	Viviane Rodrigues	 		 	Name:	 	Flavio D. Aguetoni	
Position:	 	Director	 		 	Position:	 	Procurement	
 
46

Private Instrument of Deed of 1st Issuance, with restricted placement efforts, of Simple Debentures, Not Convertible into Shares, Pledge Type, Issue by BC Brazilco Participacoes S.A., entered into on 22 November 2012 between BC Brazilco Participacoes S.A. and Planner Trustee Distribuidora de Titulos e Valores Mobiliarios Ltda. – Signature Page 3/3.
 
Witnesses:

/s/ Socrates Felix de Oliveira	 		 	/s/ Ana Eugenia J.S. Queiroga	
Name:	 	Socrates Felix de Oliveira	 		 	Name:	 	Ana Eugenia J.S. Queiroga	
CPF:274.727.908-18	 		 	CPF: RG: 15461802000-3	

 
47

First Amendment to the Private Instrument of Deed of the 1st Offering, with Restrictive
Placements Efforts, with Non-Stock Convertible Debentures, of Cash Collateral, Offering of
BC Brazilco Participações
Parties to this First Amendment of the Private Instrument of Deed of 1st Issuance, with restricted placement efforts, of Simple Debentures, Not Convertible into Shares, Pledge Type, Issue by BC Brazilco Participacoes S.A.
I. Acting as issuing body offering the debentures that are the object of the Issuance Deed (“Debentures”):
BC BRAZILCO PARTICIPACOES S.A. Private Limited Liability Company for the purposes of the Securities Commission (“CVM”) with its registered office in the City of Sao Paulo, State of Sao Paulo, Avenida Bernadino de Campos, no. 98, 3 andar, sala 18, registered with the Corporate Taxpayers’ Registry (“CNPJ/MF”) under no. 15.418.674/0001-88 herein represented under the terms of its articles of association (“ Company ” and/or “ Issuing Body ”); and
II. Acting as Monitoring Trustee, nominated for the purposes of this Issuance Deed and the inspector, representing the shareholders holding Debentures (“Debenture Holders”):
PLANNER TRUSTEE DISTRIBUIDORA DE TITULOS E VALORES MOBILIARIOS LTDA. Limited company with its registered office in the City of Sao Paulo, State of Sao Paulo, Avenida Brigadeiro Faria Lima, no. 3.900, 10 andar, registered with the CNPJ/MF under no. 67.030.395/0001-46, herein represented under the terms of its articles of association (“ Monitoring Trustee ” in conjunction with the Issuing Body the Parties ”).
WHEREAS:
(A) The Issuing Body and the Monitoring Trustee on 21 November 2012 entered into the First Amendment of the Private Instrument of Deed of 1st Issuance, with restricted placement efforts, of Simple Debentures, Not Convertible into Shares, Pledge Type, Issue by BC Brazilco Participacoes S.A. (“ Issuance Deed ”) registered with the Board of Trade of the State of São Paulo (“ JUCESP ”) on 27 November 2012 under no. ED001053-4/000;
(B) Clause 5.2.1 of the Issuance Deed establishes that as soon as the Acquisition Closing Date is known and, bearing the date of registration and integration of the Debentures, the amendment to the Issuance Deed will be made to reflect the definition of that date, the Debenture Holders when registering for or acquiring the Debentures shall recognize, agree and accept the formalization of this amendment instrument hereby entered into between the Issuing Body and the Monitoring Trustee, independent of the Debenture Holders Assembly or any other representation of Debenture Holders or the Monitoring Trustee; and
(C) On 11 December 2012 it will be integrated into the Debentures, under the terms of Clauses 5.2, 5.3 and 5.4 of the Issuance Deed.

The Issuing Body and the Monitoring Trustee AGREE to enter into this Amendment in accordance with the following clauses and conditions:
The terms used in this Amendment and not defined in any other manner have the same meaning as that attributed to them in the Issuance Deed.
Clause 1. Authorization
1.1. This Amendment is entered into in accordance with the authorization agreed by the Extraordinary General Shareholders Meetings of the Company that took place on 8 November 2012 and 22 November 2012.
1.2. Under the terms of Clause 5.2.1 of the Issuance Deed, registering or acquiring Debentures, the Debenture Holders, independent of the Debenture Holders Assembly or any other representation of Debenture Holders or the Monitoring Trustee, recognize, agree and accept the formalization of the amendment instrument(s) to be entered into between the Issuing Body and the Monitoring Trustee, and where applicable the Guarantor, again formalizing knowledge of the Payment Date.
Clause 2. Object
2.1. The aim of this Amendment is to reflect, under the terms of Clause 5.2.1 of the Issuance Deed, definition of the Debentures Payment Date, that is 11 December 2012.
Clause 3. Exclusion and alteration of Clauses
3.1. Pursuant to the stipulations referred to in Clause 2.1 of the Amendment, the Parties agree to exclude Clause 5.2.1 of the Deed, as well as to modify the wording of Clauses 5.4., 6.14., 6.15. and 6.16. of the Issuance Deed, this shall enter into force with the following wording:
“5.4. Payment Form and Cost. All Debentures shall be paid promptly on a single date, in Brazilian currency, on registration, on 11 December 2012 (“ Payment Date ”) at the Nominal Unit Value (in accordance with the stipulations of Clause 6.14 below).
(…)
6.14. Payment Period and Date. Observing the stipulations of this Issuance Deed, the expiry period of the Debentures shall be 11 September 2019 (“ Payment Date ”), that is 7 (seven) years after the Payment Date.
6.15. Nominal Value Payment. The Nominal Unit Value of each Debenture shall be paid as of the 24 th (twenty fourth) month after the Payment Date in 6 (six) successive annual installments
 
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(“ Payments ”) in accordance with the table below:

Percentage of Nominal Unit Value to be paid in installments	  	Payment Date	
7% (seven per cent)	  	11 December 2014	
11% (eleven per cent)	  	11 December 2015	
15% (fifteen per cent)	  	11 December 2016	
18% (eighteen per cent)	  	11 December 2017	
21% (twenty one per cent)	  	11 December 2018	
28% (twenty eight per cent)	  	11 December 2019	
6.16. Remuneration. Remuneration of Debentures shall be as follows:
I. Monetary update: the Nominal Unit Value of Debentures shall not be monetarily updated ; and
II. Compensatory interest: Debentures shall bear compensatory interest corresponding to the variation accumulated at 100% (one hundred percent) of the mean daily rate of the DI – Interbank Deposit per day, “over extra group” expressed as an annual percentage, base 252 (two hundred and fifty two) business days, calculated and broadcast daily by CETIP, on the daily update available on its internet webpage ( http://www.cetip.com.br ) (“ DI rate ”) increased exponentially with a spread or surcharge equivalent to 3.70% (three point seven percent) (“ Remuneration ”) calculated exponentially and cumulatively pro rata for elapsed business days, base 252 business days, on the value of the outstanding balance of the Nominal Unit Value of Debentures from the first Payment Date or the date of payment of remuneration immediately preceding, as applicable, until the effective payment date. Remuneration is payable every 6 months after the Payment Date, the first payment becoming due on 11 June 2013 and the last on the Maturity Date.”
 
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Clause 4. Ratifications
4.1. Alterations made to the Issuance Deed or stipulated in this Amendment duly signed by the Parties, shall become an integral part of the Issuance Deed provided all the other clauses appearing in the Issuance Deed unaltered by this Amendment remain valid and in force.
Clause 5. General Provisions
5.1. The Issuing Body undertakes, within a minimum period of 5 (five) Business Days after this Amendment is signed, to submit the document for registration with JUCESP in accordance with article 62 of Law no. 6.404 of 15 December 1976, as amended.
5.1.1. The Issuing Body undertakes to send the Monitoring Trustee 1 (one) original copy of the duly registered Amendment, in accordance with the above stipulation, within 10 (ten) Business Days of obtaining the abovementioned registration.
5.2. This Amendment is irrevocable and irreversible, binding the Parties and their successors in title.
5.3. Should any of the provisions of this Amendment be considered illegal, invalid or ineffective, all the other provisions not affected by this judgment shall prevail, the Parties undertaking, in good faith, to substitute the affected provision with another, insofar as is possible, that has the same effect.
5.4. This Amendment constitutes an extra judicial executive title under the terms of article 585, items I and II of the Civil Procedure Code, and the obligations contained therein are subject to specific performance, in accordance with articles 632 et seq. of the Civil Procedure Code.
5.5 This Amendment is governed by the laws of the Federative Republic of Brazil, any controversies arising from it to be resolved in accordance with the terms of the arbitration clause established in the Issuance Deed.
In witness thereof, the Parties hereby sign this Amendment in 5 (five) copies identical in content and form in the presence of the two undersigned witnesses.
Sao Paulo, 05 December 2012.
(The signatures appear on the following 4 (four) pages.)
(Rest of this page intentionally left blank.)
 
4

(First Amendment to Private Instrument of Deed of 1st Issuance, with restricted placement efforts, of Simple Debentures, Not Convertible into Shares, Pledge Type, Issue by BC Brazilco Participacoes S.A. – Signature Page 1/3)
 
BC Brazilco Participacoes S.A.

/s/ Jobelino Vitoriano Locateli	 		 	/s/ Jose Tavares de Lucena	
Name:	 	Jobelino Vitoriano Locateli	 		 	Name:	 	Jose Tavares de Lucena	
Position:	 	Director	 		 	Position:	 	Director	
 
5

(First Amendment to Private Instrument of Deed of 1st Issuance, with restricted placement efforts, of Simple Debentures, Not Convertible into Shares, Pledge Type, Issue by BC Brazilco Participacoes S.A. – Signature Page 2/3)
 
Planner Trustee Distribuidora de Titulos e Valores Mobiliarios LTDA.

/s/ Arthur M. Figueiredo	 		 	/s/ Flavio D. Aguetoni	
Name:	 	Arthur M. Figueiredo	 		 	Name:	 	Flavio D. Aguetoni	
Position:	 	Director	 		 	Position:	 	Procurement	
 
6

(First Amendment to Private Instrument of Deed of 1st Issuance, with restricted placement efforts, of Simple Debentures, Not Convertible into Shares, Pledge Type, Issue by BC Brazilco Participacoes S.A. – Signature Page 3/3)
 
Witnesses:

/s/ Juliana Manucelli Rocha	 		 	/s/ Ana Eugenia J. S. Queiroga	
Name:	 	Juliana Manucelli Rocha	 		 	Name:	 	Ana Eugenia J. S. Queiroga	
CPF: 371.562.03A27	 		 	CPF: RG:1546180200-3	

 
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PRIVATE INSTRUMENT OF SECOND AMENDMENT TO PRIVATE INSTRUMENT OF DEED OF 1ST
ISSUANCE, WITH RESTRICTED PLACEMENT EFFORTS, OF SIMPLE DEBENTURES, NOT
CONVERTIBLE INTO SHARES, PLEDGE TYPE, ISSUE BY BC BRAZILCO PARTICIPACOES S.A.
The Parties to this “Private Instrument of Second Amendment to Private Instrument of Deed of 1st Issuance, with Restricted Placement Efforts, of Simple Debentures, Not Convertible into Shares, Pledge Type, Issue by BC Brazilco Participacoes S.A.” (“ Amendment ”):
I. Acting as issuing body offering the debentures that are the object of the Issuance Deed (“ Debentures ”):
BC BRAZILCO PARTICIPACOES S.A. Private Limited Liability Company for the purposes of the Securities Commission (“ CVM ”) with its registered office in the City of Sao Paulo, State of Sao Paulo, Avenida Bernadino de Campos, no. 98, 3 andar, sala 18, registered with the Corporate Taxpayers’ Registry (“ CNPJ/MF ”) under no. 15.418.674/0001-88 herein represented under the terms of its articles of association (“ Company ” and/or “ Issuing Body ”);
II. Acting as Guarantor for the obligations assumed by the Issuing Body under this Deed:
Atento Brasil S.A., Company duly incorporated and in existence in accordance with the laws of the Federative Republic of Brazil with its registered office in the City of Sao Paulo, State of Sao Paulo, Avenida das Nacoes Unidas, no. 14.171, 4 andar, Torre A, Edificio Rochavera C. Towers, conjuntos 401, 402, 403 & 404, Vila Gertrudes, registered with the Corporate Taxpayers’ Registry (“CNPJ/MF”) under no. 02.879.250/0001-79 herein represented under the terms of its articles of association (“ Guarantor ”); and
III. Acting as Monitoring Trustee, nominated for the purposes of this Issuance Deed and the inspector, representing the shareholders holding Debentures (“ Debenture Holders ”):
PLANNER TRUSTEE DISTRIBUIDORA DE TITULOS E VALORES MOBILIARIOS LTDA. Limited company with its registered office in the City of Sao Paulo, State of Sao Paulo, Avenida Brigadeiro Faria Lima, no. 3.900, 10 andar, registered with the CNPJ/MF under no. 67.030.395/0001-46, herein represented under the terms of its articles of association (“ Monitoring Trustee ” jointly with the Issuing Body the Parties ”).
WHEREAS:
(A) The Issuing Body and the Monitoring Trustee on 22 November 2012 entered into the Private Instrument of Deed of 1st Issuance, with restricted placement efforts, of Simple Debentures, Not Convertible into Shares, Pledge Type, Issue by BC Brazilco Participacoes S.A. (“ Issuance Deed ”) registered with the Board of Trade of the State of São Paulo (“ JUCESP ”) on 27 November 2012 under no. ED001053-4/000;

(B) Clause 6.11 of the Issuance Deed establishes that, to guarantee compliance with all the financial obligations, main and accessory, assumed by the Company under the terms of this Issuance Deed, including obligations to pay expenses, costs, charges, taxes, refunds or compensation, damages or expenses that could be paid by the Debenture Holders and/or Monitoring Trustee pursuant to the constitution, maintenance, consolidation and/or exemption from or execution of guarantees under the Deed, the Debentures shall be subject to the following pledges (“Pledges”):
a. Trust transfer of all shares issued by the Company, present or future, constituted by direct Company shareholders and subject to their agreement, in accordance with the stipulations of the “Trust Transfer Deed relating to Shares and other Holdings”, entered into between BC Luxco 1, BC Spain Holdco 4, S.A.U., the Company and the Monitoring Trustee (“ Trust Transfer Deed for Shares of the Issuing Body ”):
b. Additionally, trust transfer will be made in favor of the Debenture Holders, represented by the Monitoring Trustee, of all shares issued by Atento Brasil S.A., present or future, constituted by direct shareholders in Atento Brasil S.A., subject to their agreement, in accordance with the stipulations of the “Trust Transfer Deed relating to Shares and other Holdings”, entered into between the Company, the Monitoring Trustee and BC Spain Holdco 4, S.A., to be registered and perfected, under penalty of early expiry of the Debentures, within 20 (twenty) days of the Acquisition Closing Date, the respective registration recorded by the competent body for registration of shares and documents and endorsement in the Book of Registry of Nominative Shares of Atento Brasil S.A. to be recorded within the same timescale (“ Trust Transfer Deed of Atento Brasil ”):
c. Additionally, trust transfer will be assigned in favor of the Debenture Holders, represented by the Monitoring Trustee, of the credit rights of Atento Brasil S.A. and Telefónica S.A. (in accordance with the respective guarantee instrument) relating to the commercial contracts entered into as part of an overall service contract, held with Telefónica S.A., in accordance with what is established in the “Linked Deposit Contract and Trust Assignment of Credit Rights and Account Administration” between Atento Brasil S.A., the Monitoring Trustee, and the Depositary Bank (in accordance with what is stipulated in the said contract) to be entered into and the respective registration recorded by the competent body for registration of shares and documents within 15 (fifteen) days of the Acquisition Closing Date, (whereas the Company must make reasonable commercial endeavors for constitution to take place 01 (one) day after the Acquisition Closing Date) (“ Credit Assignment Deed ”) and, jointly with the Trust Transfer Deed of the Issuing Body and the Credit Assignment Deed, “ Assignment and Trust Transfer Deeds ”);
(C) Clause 6.12 of the Issuance Deed establishes that in addition to the abovementioned Pledges, within 15 days of the Acquisition Closing Date, under penalty of early expiry of the Debentures, an amendment to the Issuance Deed must be entered into in order to formalize the surety of Atento Brasil
 
2

S.A. which will undertake jointly and severally to pay the Debenture Holders all the obligations of the Issuing Body arising from the Issuance Deed, until final liquidation, expressly renouncing benefits of privilege, rights and facilities for dismissal of any kind stipulated in articles 333, single paragraph, 366, 821, 827, 829, 830, 834, 835, 837, 838 and 839 of Law no. 10.406 of 10 January 2002, as amended (“ Civil Code ”) and articles 77 and 595 of Law no. 5.869 of 11 January 1973, as amended (“ Civil Procedure Code ”) (“ Security ”); and
(D) The Acquisition Closing Date was verified on 12 December 2012 and, on that date, (i) entered into between the Company, the Monitoring Trustee and BC Spain Holdco 4, S.A. the “Trust Transfer Deed relating to Shares and other Holdings”, under the terms of which all issued shares of Atento Brasil S.A. present and future were transferred in favor of the Debenture Holders represented by the Monitoring Trustee (“Trust Transfer Deed of Atento Brasil S.A”).; and (ii) was entered into between the Company, the Monitoring Trustee, Atento Brasil S.A. and the Depositary Bank (in accordance with what is defined in the said contract) “Linked Deposit Contract and Trust Assignment of Credit Rights and Account Administration” under the terms of which deeds were transferred in favor of the Debenture Holders, represented by the Monitoring Trustee, credit rights of Atento Brasil S.A. arising from contracts entered into between Atento Brasil S.A. and Telefónica S.A. (in accordance with the respective guarantee instrument) relating to the commercial contracts entered into as part of an overall service contract, held with Telefónica S.A. (“ Credit Assignment Deed ”);
The Issuing Body, the Monitoring Trustee and Atento Brasil S.A. hereby AGREE to enter into this Amendment in accordance with the following clauses and conditions:
The terms used in this Amendment and not defined elsewhere shall have the same meaning as that attributed to them in the Issuance Deed.
Clause 1. Authorization
1.1. This Amendment is entered into in accordance with the authorization agreed by the Extraordinary General Meetings (“AGEs”) of the Issuing Body that took place on 8 November 2012 and 22 November 2012.
1.2. Under the terms of Clause 6.12 of the Issuance Deed, registering or acquiring Debentures, the Debenture Holders, independent of the Debenture Holders Assembly or any other representation of Debenture Holders or the Monitoring Trustee, recognize, agree and accept the formalization of the amendment instrument(s) to be entered into between the Issuing Body and the Monitoring Trustee, and where applicable the Guarantor, substantially in the form stipulated in Annex I of the Issuance Deed, again formalizing the constitution of guarantees stipulated in Clause 6.11, items II and III and Clause 6.12.
 
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Clause 2. Object
2.1. The aim of this Amendment is to reflect, under the terms of Clause 6.11 of the Issuance Deed, entry into and the respective registration recorded by the competent body for registration of shares and documents of the Trust Transfer Deed of Atento Brasil S.A. and the Credit Assignment Deed; and (ii) under the terms of Clause 6.12 of the Issuance Deed, constitution of the Security in favor of the Debenture Holders, in accordance with the stipulations of Clause 3 below.
Clause 3. Security
3.1. Herein, irrevocably and irreversibly, Atento Brasil S.A. (specified above) undertakes, herein represented by the Monitoring Trustee, jointly and severally to pay the Debenture Holders all Issuing Body obligations, including, but not limited to, payment in full of all sums, main and accessory, of the Issuing Body arising from this Issuance Deed and/or stipulated in other Issue Deed documents in which all the other characteristics and conditions of obligations assumed by the Issuing Body, as well as all costs or expenses duly incurred by the Monitoring Trustee or by the Debenture Holders carrying out processes, procedures and/or other judicial or extra judicial measures necessary to safeguard their rights and prerogatives arising from the Issue Deed and other Issue Deed documents and later amendments, including legal expenses and costs, fees and legal counsel expenses, Monitoring Trustee fees and expenses, the Mandated Bank fees and expenses, CETIP and compensation claims where existing, increased with Remuneration and applicable delay penalties, including but not limited to those due to the Monitoring Trustee, to fully comply with all obligations stated in the Issue Deed (“ Guaranteed Value ”) until final liquidation, expressly renouncing benefits of privilege, rights and facilities for dismissal of any kind stipulated in articles 333, single paragraph, 366, 821, 827, 829, 830, 834, 835, 837, 838 and 839 of Law no. 10.406 of 10 January 2002, as amended (“ Civil Code ”) and articles 77 and 595 of Law no. 5.869 of 11 January 1973, as amended (“ Civil Procedure Code ”) (“ Security ”). The security thus granted by the Guarantor under the Issue Deed is given based on the commercial decision of the Guarantor, made under the terms of its Articles of Association.
3.1.1. The Guaranteed Value will be payable by Atento Brasil S.A., jointly, and must be paid, independent of any claim, action, dispute our complaint that the Issuing Body may have or exercise in regard to its obligations, within 5 (five) Business Days, following receipt of written communication sent by the Monitoring Trustee to Atento Brasil S.A. informing them of the absence of payment, on the respective payment date, of any sum due by the Issuing Body under the terms of the Issue Deed, including but not limited to the sums due to Debenture Holders as main value, remuneration or charges of any kind, as well as any obligations attributable to the Issuing Body in the scope of the Issue Deed. Any notification must be sent by
 
4

the Monitoring Trustee within 01 (one) business day of verification of absence of payment by the Issuing Body of any sum due relating to the Debentures on the payment date stated in the Issue Deed.
3.1.2. The payment cited in item 3.1.1. above will be made outside the scope of the CETIP and in accordance with the instructions received from the Monitoring Trustee.
3.1.3. The Security may be performed and required by the Monitoring Trustee as often as is necessary until total liquidation of the Guaranteed Value is achieved, judicially or extra judicially, accountable to Atento Brasil S.A. The Monitoring Trustee, in accordance with the powers invested in him under this Issue Deed and Brazilian Corporation Law shall determine the requirement for judicial or extra judicial execution of the Security stipulated in this Issuance Deed, once any hypothesis of insufficient payment of any sums, main or accessory, payable by the Issuing Body under the terms of this Issue Deed has been verified.
3.1.4. No objection or opposition on the part of the Issuing Body can be admitted or invoked by Atento Brasil S.A. intending to excuse compliance with its obligations to the Debenture Holders.
3.1.5. The Guarantor henceforth agrees and undertakes to only request and/or ask the Issuing Body for any sum honored by the Guarantor under the terms of the Security after the Debenture Holders have received the sums due to them under the terms of this Issuance Deed.
3.1.6. The Guarantor declares and guarantees that: (i) the loan of this Security was duly authorized by the respective competent company bodies; and (ii) all necessary authorizations for the loan of this Security were obtained and are fully in force.
3.2. The Guarantor becomes one of the contracting parties of the Issue Deed and hereby declares that he has full knowledge of all the terms and conditions of the Issue Deed and related documents.
Clause 4. Amendment to the Issue Deed
4.1. Pursuant to the stipulations referred to in Clause 2.1. above and granting the Security stipulated in Clause 3.1. above the Parties agree to amend Clauses 6.11 and 6.12 of the Issue Deed, which shall be replaced by the following:
6.11 Pledges. To ensure compliance with all the all the financial obligations, main and accessory, assumed by the Company and by Atento Brasil S.A. under the terms of this Issuance Deed, including obligations to pay expenses, costs, charges, taxes, refunds or compensation, damages or expenses that could be paid by the Debenture Holders and/or Monitoring Trustee pursuant to the constitution, maintenance, consolidation and/or exemption from or execution of guarantees under the Deed, the Debentures shall be subject to the following pledges (“ Pledges ”):
I. Trust transfer of all shares issued by the Company, present or future, constituted by direct Company shareholders and subject to their agreement, in accordance with the stipulations of the Trust Transfer Deed for Shares of the Issuing Body (“ Trust Transfer Deed for Shares of the Issuing Body ”);
 
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II. Trust transfer of all shares issued by Atento Brasil S.A, present or future, constituted by direct Atento Brasil S.A shareholders and subject to their agreement, in accordance with the stipulations of the “Trust Transfer Deed relating to Shares and other Holdings” (“ Trust Transfer Deed for Shares of Atento Brasil S.A .”);
III. Trust assignment of the credit rights of arising from contracts entered into between Atento Brasil S.A. and Telefónica S.A. (in accordance with the respective guarantee instrument) relating to the commercial contracts entered into as part of an overall service contract, held with Telefónica S.A., in accordance with what is established in the “Linked Deposit Contract and Trust Assignment of Credit Rights and Account Administration” (“ Credit Assignment Deed ”) and, jointly with the Trust Transfer Deed of the Issuing Body and the Credit Assignment Deed, “ Assignment and Trust Transfer Deeds ”).”
6.12. Surety. Additionally, under the terms of this Issuance Deed, Atento Brasil S.A. undertakes jointly and severally to pay the Debenture Holders all the obligations of the Issuing Body arising from the Issuance Deed, including but not limited to payment in full of all sums, main and accessory, of the Issuing Body arising from this Issuance Deed and/or stipulated in other Issue Deed documents in which all the other characteristics and conditions of obligations assumed by the Issuing Body, as well as all costs or expenses duly incurred by the Monitoring Trustee or by the Debenture Holders carrying out processes, procedures and/or other judicial or extra judicial measures necessary to safeguard their rights and prerogatives arising from the Issue Deed and other Issue Deed documents and later amendments, including legal expenses and costs, fees and legal counsel expenses, Monitoring Trustee fees and expenses, the Mandated Bank fees and expenses, CETIP and compensation claims where existing, increased with Remuneration and applicable delay penalties, including but not limited to those due to the Monitoring Trustee, to fully comply with all obligations stated in the Issue Deed (“ Guaranteed Value ”) until final liquidation, expressly renouncing benefits of privilege, rights and facilities for dismissal of any kind stipulated in articles 333, single paragraph, 366, 821, 827, 829, 830, 834, 835, 837, 838 and 839 of Law no. 10.406 of 10 January 2002, as amended (“ Civil Code ”) and articles 77 and 595 of Law no. 5.869 of 11 January 1973, as amended (“ Civil Procedure Code ”) (“ Security ”).
 
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The security thus granted by the Guarantor in the scope of the Issue Deed is given based on the commercial decision of the Guarantor, made under the terms of its Articles of Association.
6.12.1. The Guaranteed Value will be payable by Atento Brasil S.A., jointly, and must be paid, independent of any claim, action, dispute our complaint that the Issuing Body may have or exercise in regard to its obligations, within 5 (five) Business Days, following receipt of written communication sent by the Monitoring Trustee to Atento Brasil S.A. informing them of the absence of payment, on the respective payment date, of any sum due by the Issuing Body under the terms of the Issue Deed, including but not limited to the sums due to Debenture Holders as main value, remuneration or charges of any kind, as well as any obligations attributable to the Issuing Body in the scope of the Issue Deed. Any notification must be sent by the Monitoring Trustee within 01 (one) business day of verification of absence of payment by the Issuing Body of any sum due relating to the Debentures on the payment date stated in the Issue Deed.
6.12.2. The payment cited in item 6.12.1. above will be made outside the scope of the CETIP and in accordance with the instructions received from the Monitoring Trustee.
6.12.3. The Security may be performed and required by the Monitoring Trustee as often as is necessary until total liquidation of the Guaranteed Value is achieved, judicially or extra judicially, accountable to Atento Brasil S.A. The Monitoring Trustee, in accordance with the powers invested in him under this Issue Deed and Brazilian Corporation Law shall determine the requirement for judicial or extra judicial execution of the Security stipulated in this Issuance Deed, once any hypothesis of insufficient payment of any sums, main or accessory, payable by the Issuing Body under the terms of this Issue Deed has been verified.
6.12.4. No objection or opposition on the part of the Issuing Body can be admitted or invoked by Atento Brasil S.A. intending to excuse compliance with its obligations to the Debenture Holders.
6.12.5. The Guarantor henceforth agrees and undertakes to only request and/or ask the Issuing Body for any sum honored by the Guarantor under the terms of the Security after the Debenture Holders have received the sums due to them under the terms of this Issuance Deed.
6.12.6. The Guarantor declares and guarantees that: (i) the loan of this Security was duly authorized by the respective competent company bodies; and (ii) all necessary authorizations for the loan of this Security were obtained and are fully in force.
 
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 	6.12.7.	Guarantor shall become a Contracting Party of this Deed of Issue and hereby declares that is possesses full knowledge of all of the terms and conditions contained in the Deed and related documents.	
 
 	6.12.8.	Guarantor shall subrogate the rights of debenture holders in the event that the Surety subject of this clause should be wholly or in part honored up to the limit of the portion of the debt actually honored, given that Guarantor agrees to demanding only such amounts from the Issuer after debenture holders have fully paid the Guaranteed Value.”	
Clause 5. Ratifications
 
 	5.1.	Changes proposed to the Deed or those contained within this Amendment and duly signed by the Parties shall constitute an integral part of the Deed, and all other clauses contained within the Deed that have not been amended by virtue of this Amendment remain valid and in full force.	
Clause 6. General Provisions
 
 	6.1.	Issuer agrees to perform the following actions within the maximum time frames indicated: (i) to submit this Amendment for registration with JUCESP within 05 (five) Business Days of its execution in accordance with Article 62 of Law no. 6404 of December 15, 1976 as amended; (ii) to submit this amendment for registration with the São Paulo State Capital Deed and Document Registration Office within 05 (five) Business Days of its execution; and (iii) to forward 01 (one) original copy of this Amendment to the Fiduciary Agent within 05 (five) Business Days of its registration with JUCESP.	
 
 	6.2.	This Amendment has been irrevocably and irreversibly concluded and shall bind the parties and their successors in title.	
 
 	6.3.	In the event that any of the provisions of this Amendment should be judged to be illegal, invalid, or powerless, all remaining provisions not affected by same judgment shall prevail and the Parties agree in good faith to replace the affected provision with another to produce the same effect in as much as possible.	
 
 	6.4.	This Amendment constitutes an extrajudicial execution under the terms of Article 585, Sections I and II of the Code of Civil Procedure, and the obligations herein contained are subject to specific execution pursuant to Article 632 et seq of the Code of Civil Procedure.	
 
 	6.5.	It is governed by the laws of the Federative Republic of Brazil, and disputes that may arise regarding it shall be resolved in accordance with the arbitration clause contained in the Deed.	
 
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Being duly agreed, the Parties, together with two undersigned witnesses, have executed this Amendment in 05 (five) equal copies before all present.
São Paulo, Thursday, December 20, 2012.
(Signatures follow over the next 4 (four) pages.)
(Remainder of this page intentionally left blank.)
[signatures]
 
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(Private Agreement concerning the Second Amendment of the Private Indenture of the First Public Issue of Simple Debentures, not Convertible into Shares, with Restricted Placement Efforts, with Security Interest, Issued by BC Brazilco Participações S.A. – Signature Page 1/4)
 
BC Brazilco Participações S.A.

/s/ Jobelino Vitoriano Locateli	 		 	/s/ José Tavares de Lucena	
Name:	  	Jobelino Vitoriano Locateli	 		 	Name:	 	José Tavares de Lucena	
Position:	  	Legal Representative	 		 	Position:	 	Legal Representative	
[signatures]
 
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(Private Agreement concerning the Second Amendment of the Private Indenture of the First Public Issue of Simple Debentures, not Convertible into Shares, with Restricted Placement Efforts, with Security Interest, Issued by BC Brazilco Participações S.A. – Signature Page 2/4)
 
Atento Brasil S.A.

/s/ Regis Noronha	 		 	/s/ Luis Ricardo Ferreira	
Name:	 	Regis Noronha	 		 	Name:	 	Luis Ricardo Ferreira	
Position:	 	Executive Director	 		 	Position:	 	Executive Director	
ATENTO BRASIL S.A.	 		 	ATENTO BRASIL S.A.	
[signatures]
 
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(Private Agreement concerning the Second Amendment of the Private Indenture of the First Public Issue of Simple Debentures, not Convertible into Shares, with Restricted Placement Efforts, with Security Interest, Issued by BC Brazilco Participações S.A. – Signature Page 3/4)
 
Planner Trustee Distribuidora de Títulos e Valores Mobiliários LTDA.

/s/ Viviane Rodrigues	 		 		 	/s/ Flávio D. Aguetoni	
Name:	 	Viviane Rodrigues	 		 		 	Name:	 	Flávio D. Aguetoni	
Position:	 	Director	 		 		 	Position:	 	Attorney	
[signatures]
 
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(Private Agreement concerning the Second Amendment of the Private Indenture of the First Public Issue of Simple Debentures, not Convertible into Shares, with Restricted Placement Efforts, with Security Interest, Issued by BC Brazilco Participações S.A. – Signature Page 4/4)
 
Witnesses:

/s/ Ana Eugênia J. S. Queiroga	 		 	/s/ Rita Scorzo	
Name:	 	Ana Eugênia J. S. Queiroga	 		 	Name:	 	Rita Scorzo	
ID: RG: 15461802000-3	 		 	ID: RG: 19.144.022-X	
CPF/MF:	 		 	CPF/MF: CPF: 104.407.77[6]-60	
[signatures]
 
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[seal] JUCESP PROTOCOL
0 . 355 . 039 / 13-8
[bar code]
Third Amendment of the Private Indenture of Public Issue of Simple Debentures, not Convertible into
Shares, with Restricted Placement Efforts, with Security Interest, Issued by Atento Brasil S.A. (in its
capacity as successor of BC Brazilco Participações S.A.)
The Parties to this “Third Amendment of Private Indenture of First Public Issue of Simple Debentures, not Convertible into Shares, with Restricted Placement Efforts, with Security Interest, Issued by Atento Brasil S.A. (in its capacity as successor of BC Brazilco Participações S.A.) (“ Amendment ”) are:
 
 	I.	as successor of BC Brazilco Participações S.A. (“ BC Brazilco ”), in its capacity as the issuer of the debentures subject of this Private Indenture of the First Public Issue of Simple Debentures, not Convertible into Shares, with Restricted Placement Efforts, with Security Interest, Issued by Atento Brasil S.A. (“ Debentures ” and “ Deed ”, respectively):	
A TENTO B RASIL S.A. , a joint stock company duly organized and existing in accordance with the laws of the Federative Republic of Brazil, located in the City of São Paulo, State of São Paulo, Nações Unidas Avenue no. 14171, 4th floor, Tower A, Rochavera C. Towers Building, suites 401, 402, 403, and 404, Vila Gertrudes, registered in the National Registry of Legal Persons (“ CNPJ/MF ”) under no. 02.879.250/0001-79, herein represented in accordance with its Company Bylaws, in its capacity as successor of BC Brazilco Participações S.A. (“ Atento ” and/or “ Issuer ”); and
 
 	II.	as fiduciary agent, representing the debenture holders (“ Debenture Holders ”):	
P LANNER T RUSTEE D ISTRIBUIDORA DE T ÍTULOS E V ALORES M OBILIÁRIOS L TDA . , a limited partnership located in the City of São Paulo, State of São Paulo, Brigadeiro Faria Lima Avenue, no. 3900, 10th floor, registered with the CNPJ/MF under number 67.030.395/0001-46, herein represented under the terms of its articles of association (“ Fiduciary Agent ”, together with Issuer, “ Parties ”).
W HEREAS :
 
 	(A)	On December 31, 2012, the proposed acquisition of BC Brazilco by Atento (“ Acquisition ”) was approved by the BC Brazilco Extraordinary General Assembly and filed with the State of São Paulo Board of Trade (“ JUCESP ”) under no. 0.015.016/13-4 and approved by the Atento Extraordinary General Assembly and filed with JUCESP under no. 0.015.017/13-8; whereas, on the same date, BC Brazilco and Atento concluded a Justification Document and Acquisition Protocol stating the reasons, terms, and conditions for the Acquisition;	
 
 	(B)	As a result of the Acquisition, Atento Brasil assumed active and passive responsibility for all rights and obligations held by BC Brazilco, including BC Brazilco’s rights and obligations resulting from the issue of Debentures as set forth in the Deed;	

(C)	Under the terms of Clause 6.16.4 “V.(i)”, upon subscribing or acquiring Debentures, Debenture holders acknowledged, agreed to, and accepted the Acquisition regardless of a Debenture Holder Assembly or other form of demonstration on the part of the Debenture Holders or Fiduciary Agent being held and as such have previously and expressly approved this amendment to have the succession of BC Brazilco to Atento reflected in the Deed’s terms and conditions;	
 
 	(E)	Under the terms of Clause 6.18 “III” and in accordance with the resolution adopted by the General Debenture Holder Assembly held on March 20, 2013, the Issuer (i) entirely amortized the portion that would be due on the first payment date (December 11, 2014) and (ii) partially amortized the portion that would be due on the second payment date (December 11, 2015) (“ Extraordinary Amortization ”); and	
 
 	(F)	Under the terms of Clause 6.18 “III”, upon subscribing or acquiring Debentures, Debenture Holders acknowledged, agreed, and authorized the Issuer [and] the Fiduciary Agent to conclude this amendment to have this Extraordinary Amortization reflected in the Deed’s terms and conditions;	
The Issuer and Fiduciary Agent RESOLVE to conclude this Amendment for all legal purposes with the following Clauses and conditions:
Clause 1. Authorization
 
 	1.1	This Amendment has been concluded in accordance with the authorization adopted in the extraordinary general assembly of Atento shareholders held on December 31, 2012 under which the Acquisition and necessary actions resulting therefrom were approved, same actions which included this Amendment to have the Acquisition reflected in the Deed’s terms and conditions.	
 
 	1.2	Under the terms of Clauses 6.16.4 “V.(i)” and 6.18 “III” of the Deed, Debenture Holders, regardless of a Debenture Holder Assembly or other demonstration of the Debenture Holders or Fiduciary Agent being held, recognized, agreed to, and accepted the execution of this amendment making the Deed’s terms and conditions reflect the Acquisition and Extraordinary Amortization respectively.	
Clause 2 Objective
 
 	2.1	The objective of this Amendment is to reflect the Acquisition and Extraordinary Amortization in Clauses 6.16.4 “V.(i)” and 6.18 “III” (respectively) of the Deed.	
 
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Clause 3 Amendment of the Deed
 
 	3.1	Due to the Acquisition and BC Brazilco becoming defunct, BC Brazilco’s obligations arising from the Deed were assumed by Atento. In this manner, as a result of the Acquisition, the Parties resolve to modify the Deed so that:	
 
 	(i)	all references to “Issuer”, “Company”, “BC Brazilco”, and “BC Brazilco Participações S.A.” shall be understood as references to Atento, successor to BC Brazilco due to acquisition;	
 
 	(ii)	all references to “surety” or “guarantor” shall be disregarded due to Atento’s assumption of BC Brazilco’s obligations, under which it became the sole and principal debtor and ceased to be a joint debtor, and thus the Surety (as defined in the Deed) became extinct; and	
 
 	(iii)	all references to “Fiduciary Lien of Issuer Shares” contained in the Issuer Fiduciary Lien Contract (as defined in the Deed) shall be disregarded due to BC Brazilco becoming extinct upon the Acquisition, the consequent cancellation of its shares, and the encumbrance on them becoming extinct.	
 
 	3.2	As a result of the amendments agreed to in Clause 3.1 above, the Debentures have gone from being guaranteed by (a)  fiduciary lien of Atento shares as stated in the Atento Brasil Fiduciary Lien Contract (as defined in the Deed); (b)  and fiduciary assignment of credit rights arising from contracts concluded between Atento Brasil S.A. and Telefónica S.A. as contained in the Credit Assignment Contract (as defined in the Deed); in this context, all references to “Fiduciary Lien and Assignment Contracts” and “Collateral” as well as all references to guarantees in favor of Debenture Holders shall be considered references to the guarantees described in items “a” and “b” of this Clause.	
 
 	3.3	Due to the provisions of Clauses 3.1 and 3.2 above, the Parties resolve to extinguish Clauses 6.12, 6.16.4 “V”, 6.26 XVIII, 6.26.4, 7.1 XIII (h) and (j), and 8.1 XIII and to replace the aforementioned Clauses with the statement “Clause extinct under the Third Amendment to the Private Indenture of First Public Issue of Simple Debentures, not Convertible into Shares, with Restricted Placement Efforts, with Security Interest, Issued by Atento Brasil S.A. (in its capacity as successor of BC Brazilco Participações S.A.)”.	
 
 	3.4	Due to the provisions of Clauses 3.1 and 3.2 above, the Parties resolve to modify Clauses 6.10, 6.11, and 6.26 XX(a) and XXVII of the Deed, which will take effect in the following form:	
“6.10. Type. The Debentures shall have a security interest pursuant to Article 58 of the Corporation Law and shall have guarantee of fiduciary lien of shares issued by Company and guarantee of fiduciary assignment of certain credit rights from Atento.”
“6.11. Collateral. To ensure that all principal and ancillary financial obligations assumed by Company under this Deed of Issue are met, including obligations to pay expenses, costs, charges,
 
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taxes, reimbursements, or indemnities, obligations to reimburse Debenture Holder and/or Fiduciary Agent costs that they should incur due to forming, maintaining, consolidating, and/or exclusion or performance of the guarantees under the scope of the Issue, the Debentures shall have the following collateral (“ Collateral ”):
 
 	I.	fiduciary lien of all of the Company’s present and future shares, same lien to be held by direct shareholders of the Company with their consent as provided for in the “Fiduciary Lien and Other Covenants Contract” concluded between Company, Fiduciary Agent, and BC Spain Holdco 4, S.A.U., as amended periodically, registered with the competent deed and document registration office and recorded in the Nominal Share Record Book of Atento Brasil S.A. (“ Atento Brasil Fiduciary Lien Contract ”); and	
 
 	III.	fiduciary assignment of Atento Brasil S.A.’s credit rights arising from the contracts concluded between Atento Brasil S.A. and Telefónica S.A. (as indicated in the respective guarantee) in connection with the contracts concluded in the area of a global service contract held with Telefónica S.A. as set forth in the “Linked Deposit and Credit Right and Account Administration Fiduciary Assignment Contract” concluded between Company, Fiduciary Agent, and the Deposit Bank (as defined in the aforementioned contract) as amended periodically, as registered with the competent deed and document registration office (“ Credit Assignment Contract ” and, together with the Atento Brasil Fiduciary Lien Contract, “ Fiduciary Lien and Assignment Contracts ”).”	
“6.26. Early Maturity. Subject to the provisions of Clauses 6.26.1, 6.26.2, and 6.26.3 below, the Fiduciary Agent shall – in the event that any of the following cases occurs (each event shall be a “Default Event”) – declare all obligations subject of this Deed of Issue to be expired and shall demand immediate payment by the company of the outstanding balanced owed of the Nominal Value of outstanding Debentures, plus Remuneration prorated from the first Payment Date or the immediately prior Remuneration payment date as applicable up to the date of payment, without prejudice to Default Charges where applicable:
XX Encumbrance (understood to be a mortgage, encumbrance, pledge, fiduciary lien, fiduciary assignment, charge, lien, or other security interest over any company or entity’s assets or any other agreement having the effect of creating a security interest over any asset currently property of or acquired in the future by the company or entity (“ Encumbrance ”), except for:
(a) Security Interests;
 
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XXVII Any declaration or guarantee made or which may come to be made by Company in the Deed of Issue as amended which can be shown to represent a misunderstanding of any material issue which is not remedied within 5 (five) Business Days; and”
 
 	3.5	The Parties therefore resolve to amend Clause 6.28 of the Deed to use the Company’s address for correspondence:	
Atento Brasil S.A.
Attn: Ms. Patrícia de Oliveira Rosa Gava / Sr. Aluizio Gomes de Araujo Junior
Nações Unidas Avenue no. 14171
4th floor, Tower A, Rochavera C. Towers Building
suites 401, 402, 403, and 404, Vila Gertrudes
São Paulo, SP
Tele: 11 3779-3447/11 3779-3467
 
 	3.6	Due to the Extraordinary Amortization (i) of the entire portion that would be due on the first payment date (December 11, 2014) and (ii) of part of the portion that would be due on the second payment date (December 11, 2015) made under Clause 6.18 “III”, the Parties resolve to amend Clauses 6.15 and 6.26, I, VII, VIII, and XXI(g) of the Deed, which shall enter into force with the following text:	
“6.15. In consideration of the Extraordinary Amortization performed on March 25, 2013 corresponding to 7.82% (seven point eight two percent) of the Nominal Value of all Debentures, the Nominal Value of each Debenture shall be paid starting from the 36th (thirty-sixth) month after the Payment Date in 5 (five) consecutive annual portions (Payments) according to the table below:

Percentage of Nominal Value to be amortized	  	Payment Date	
10.18% (ten point one percent)	  	December 11, 2015	
15% (fifteen percent)	  	December 11, 2016	
18% (eighteen percent)	  	December 11, 2017	
21% (twenty-one percent)	  	December 11, 2018	
28% (twenty-eight percent)	  	Maturity Date	
“6.26. Early Maturity. Subject to the provisions of Clauses 6.26.1, 6.26.2, and 6.26.3 below, the Fiduciary Agent shall – in the event that any of the following cases occurs (each event shall be a “Default Event”) – declare all obligations subject of this Deed of Issue to be expired and shall demand immediate payment by the company of the outstanding balanced owed of the Nominal Value of outstanding Debentures, plus Remuneration prorated from the first Payment Date or the immediately prior Remuneration payment date as applicable up to the date of payment, without prejudice to Default Charges where applicable:
I (a) liquidation, dissolution, or extinction of the Company or any of its subsidiaries whose net income represents 5% (five percent) or more of the Group’s consolidated net revenue (“ Significant Subsidiary ”); (b) declaration of bankruptcy on the part of the Company or any Significant Subsidiary; (c) request for voluntary bankruptcy made by the Company or any Significant Subsidiary; (d) request for the Company or any Significant Subsidiary’s bankruptcy made by third parties provided that it is not ended within the legal period and provided that same request is not frivolous or vexatious; (e) request for a judicial or extrajudicial debt recovery plan made by the Company or any Significant Subsidiary;
 
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 	VII	Sale, merger, acquisition (except if it is the Company that is acquired) or any other corporate reorganization involving Company shares and/or shares of any Significant Subsidiary, except (a) if the transaction has been previously approved by Debenture Holders representing at least 75% (seventy-five percent) of outstanding Debentures; or (b) if the Debenture Holders choose – for a period of at least 6 (six) months from the publication date of the company’s minutes relating to the transaction – the right to redeem those debentures they hold for the outstanding balance of the Debentures’ Nominal Value plus payment of Debenture Remuneration prorated from the first Payment Date or the immediately prior Remuneration payment date as applicable up to the date of payment; or (c) if the transaction is exclusively between Subsidiaries;	
 
 	VIII	If a Change of Control Occurs;	
XXI In the event that Company or any of its Subsidiaries acquires Financial Debts with a Level of Leverage greater than or equal to 2.0 (two) times for calculations performed during the Calculation Period ending on the immediately prior Calculation Date (including the Financial Debt acquired), with exception made for the following Financial Debts which shall be allowed at any time:
(g) Financial Debt previously approved by Debenture Holders representing at least 75% of outstanding Debentures, with observance of the stricture that no Financial Debt (except those Debts arising from the Debentures) can be formed before the first Measurement Date, except: (a) if it does not total more than R$30,000,000.00 (thirty million reals) when added together with other Financial Debt; or (b) a test of Financial Indicators is performed by the date of a Financial Debt in a manner similar to tests of Financial Indicators
 
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performed in preparing Quarterly Financial Statements which occur on March 31, June 30, and September 31, under the terms of Paragraph XXII below which states that the Financial Indicators for the Calculation Period ending on December 31, 2013 were to be carried out (pro forma due to same Financial Debt) (and for the purpose of same test, the EBITDA is calculated by annualizing the EBITDA amount over the period between the Issue Date and the date of the respective test) in any case and calculated based on the Company’s Consolidated Financial Statements; with observance of the stricture that no Financial Debt can be formed unless a final payment date has been set and unless same date is (A) six months prior to December 11, 2014 and (b) prior to the Debenture Maturity Date (“ Short-Term Financing ”) and that the total of it and all other Short-Term Financing does not exceed R$50,000,000.00 (fifty million reals).
 
 	3.7.	Due to the modifications stated in this Amendment, the Parties also resolve to modify the Deed’s Preamble so that the term “Deed of Issue” should encompass the respective amendments. Thus, all references to “Deed of Issue” or “Deed” shall be understood as references to the “Private Indenture of the First Public Issue of Simple Debentures, not Convertible into Shares, with Restricted Placement Efforts, with Security Interest, Issued by BC Brazilco Participações S.A.” dated November 22, 2012, as amended on December 5, 2012, on December 20, 2012, and today.	
Clause 4. Ratifications
4.1 Changes proposed to the Deed or those contained within this Amendment and duly signed by the Parties shall constitute an integral part of the Deed, and all other provisions contained within the Deed that have not been amended by virtue of this Amendment remain valid and in full force.
Clause 5. General Provisions
5.1. Issuer agrees to perform the following actions within the maximum time frames indicated: (i) to submit this Amendment for registration with JUCESP within 05 (five) Business Days of its execution in accordance with Article 62 of Law no. 6404 of December 15, 1976 as amended; (ii) to submit this amendment to the São Paulo State Capital Deed and Document Registration Office within 05 (five) Business Days of its execution to record the extinguishing of the Surety and Fiduciary Lien of BC Brazilco Shares in the margin of record no. 5203994 made on March 21, 2013 before the 4th Deed and Document Registry and record no. 1166497 made on November 29, 2012 before the 9th Deed and Document Registry Officer; for this purpose, the Release of Liens given in Appendix I has been herein signed by the Fiduciary Agent.
 
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Issuer agrees to send Fiduciary Agent 1 (one) copy of the original Amendment, duly registered as provided for above, within 10 (ten) calendar days of same registrations being performed.
 
5.2.	This Amendment has been irrevocably and irreversibly concluded and shall bind the parties and their successors in title.	
 
5.3.	In the event that any of the provisions of this Amendment should be judged to be illegal, invalid, or powerless, all remaining provisions not affected by same judgment shall prevail and the Parties agree in good faith to replace the affected provision with another to produce the same effect in as much as possible.	
 
5.4.	This Amendment constitutes an extrajudicial execution under the terms of Article 585, Sections I and II of the Code of Civil Procedure, and the obligations herein contained are subject to specific execution pursuant to Article 632 et seq of the Code of Civil Procedure.	
 
5.5.	It is governed by the laws of the Federative Republic of Brazil, and disputes that may arise regarding it shall be resolved in accordance with the arbitration clause contained in the Deed.	
Being duly agreed, the Parties, together with two undersigned witnesses, have executed this Amendment in 3 (three) equal copies before all present.
São Paulo, April 02, 2013.
 
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(Third Amendment of Private Indenture of First Public Issue of Simple Debentures, not Convertible into Shares, with Restricted Placement Efforts, with Security Interest, Issued by Atento Brasil S.A. – Signature Page 1/3)
 
Atento Brasil S.A.

/s/ Mário Mota Camara	 		 	/s/ Tony Cruz	
Name:	 	Mário Mota Camara	 		 	Name:	 	Tony Cruz	
Position:	 	Executive Director	 		 	Position:	 	Executive Director	
Atento Brasil S.A.	 		 	Atento Brasil S.A.	
 
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(Third Amendment of Private Indenture of First Public Issue of Simple Debentures, not Convertible into Shares, with Restricted Placement Efforts, with Security Interest, Issued by Atento Brasil S.A. – Signature Page 2/3)
 
Planner Trustee Distribuidora de Títulos e Valores Mobiliários LTDA.

/s/ Viviane Rodrigues	 		 	/s/ Flávio D. Aguetoni	
Name:	 	Viviane Rodrigues	 		 	Name:	 	Flávio D. Aguetoni	
Position:	 	Director	 		 	Position:	 	Attorney	
 
10

(Third Amendment of Private Indenture of First Public Issue of Simple Debentures, not Convertible into Shares, with Restricted Placement Efforts, with Security Interest, Issued by Atento Brasil S.A. – Signature Page 3/3)

Witnesses:	 		 		 		

/s/ Sócrates Felix B. de Oliveira	 		 	/s/ Vinícius Ventura Chechetto	
Name:	 	Sócrates Felix B. de Oliveira	 		 	Name:	 	Vinícius Ventura Chechetto	
ID: RG: 30.195.667-4 SSP/SP	 		 	ID: RG: no. 4[8].689.241-4 SSP/SP	
CPF/MF: CPF 274.727.908-18	 		 	CPF/MF: CPF: 426.087.438-48	

[stamp:] SÃO PAULO BOARD OF TRADE APR 30 2013	
	
 Secretary of Economic Development, Science, and Technology	
State of São Paulo Board of Trade	
Debenture	 		
I certify the registration [illegible]	
under no.	 	Gisela Simiema Ceschin	
	 	General Secretary	
ED001053-4/0003	 		

 
11

RELEASE OF LIENS
By means of this document and for all legal purposes, P LANNER T RUSTEE D ISTRIBUIDORA DE T ÍTULOS E V ALORES M OBILIÁRIOS L TDA ., a limited partnership located in the City of São Paulo, State of São Paulo, Brigadeiro Faria Lima Avenue no. 3900, 10th floor, registered with CNPJ/MF under number 67.030.395/0001-46, herein represented in accordance with the terms of its corporate contract, irrevocably and irreversibly:
 
(i)	releases the Surety formed under the terms of the “Private Agreement concerning the Second Amendment of the Private Indenture of the First Public Issue of Simple Debentures, not Convertible into Shares, with Restricted Placement Efforts, with Security Interest, Issued by BC Brazilco Participações S.A.” that it concluded on December 20, 2012 with BC Brazilco Participações S.A. and Atento Brasil S.A., registered on March 21, 2013 under no. 5203994 at the 4th São Paulo Deed and Document Registration Office;	
 
(ii)	releases the lien formed under the terms of the “ Fiduciary Lien and Other Covenants Contract ” that it concluded on November 22, 2012 with BC Luxco 1 and BC Spain Holdco 4 SAU, registered on November 29, 2012 under no. 1166497 with the 9th São Paulo Deed and Document Registry Official; and	
 
(iii)	authorizes Atento Brasil S.A. to request the cancellation of the existing records of guarantees formed pursuant to the legal documents identified above from the Officials of the 4th and 9th São Paulo Deed and Document Registries and to make note of this release in the margin of the respective records and to file same release at the respective Deed and Document Registries.	

Planner Trustee Distribuidora de Títulos e Valores Mobiliários LTDA.	
		
Name:	  	Name:	
		
Position:	  	Position:	
 
12

0721286136
F OURTH A MENDMENT OF P RIVATE I NDENTURE OF F IRST P UBLIC I SSUE OF S IMPLE D EBENTURES , NOT C ONVERTIBLE
INTO S HARES , WITH R ESTRICTED P LACEMENT E FFORTS , WITH S ECURITY I NTEREST , I SSUED BY A TENTO B RASIL S.A. (in
its capacity as successor of BC Brazilco Participações S.A.)
The Parties to this “Fourth Amendment of Private Indenture of First Public Issue of Simple Debentures, not Convertible into Shares, with Restricted Placement Efforts, with Security Interest, Issued by Atento Brasil S.A. (in its capacity as successor of BC Brazilco Participações S.A.) (“ Amendment ”) are:
 
I.	as successor of BC Brazilco Participações S.A. (“ BC Brazilco ”), in its capacity as the issuer of the debentures subject of this Private Indenture of the First Public Issue of Simple Debentures, not Convertible into Shares, with Restricted Placement Efforts, with Security Interest, Issued by Atento Brasil S.A. (“ Debentures ” and “ Deed ”, respectively):	
A TENTO B RASIL S.A. , a joint stock company duly organized and existing in accordance with the laws of the Federative Republic of Brazil, located in this the City of São Paulo, State of São Paulo, Nações Unidas Avenue no. 14171, 4th floor, Tower A, Rochavera C. Towers Building, suites 401, 402, 403, and 404, Vila Gertrudes, registered in the National Registry of Legal Persons (“ CNPJ/MF ”) under no. 02.879.250/0001-79, herein represented in accordance with its Company Bylaws, in its capacity as successor of BC Brazilco Participações S.A. (“ Atento ” and/or “ Issuer ”); and
 
II.	as fiduciary agent, representing the debenture holders (“ Debenture Holders ”):	
P LANNER T RUSTEE D ISTRIBUIDORA DE T ÍTULOS E V ALORES M OBILIÁRIOS L TDA . , a limited partnership located in the City of São Paulo, State of São Paulo, Brigadeiro Faria Lima Avenue, no. 3900, 10th floor, registered with the CNPJ/MF under number 67.030.395/0001-46, herein represented under the terms of its articles of association (“ Fiduciary Agent ”, together with Issuer, “ Parties ”).
W HEREAS :
 
(A)	Under the terms of Clause 6.18 “III” and in accordance with the resolution adopted by the General Debenture Holder Assembly held on Thursday, June 06, 2013, the Issuer (i) partially amortized the portion that would be due on the second payment date (December 11, 2015) (“ Second Extraordinary Amortization ”); and	
 
(B)	Under the terms of Clause 6.18 “III”, upon subscribing or acquiring Debentures, Debenture Holders acknowledged, agreed, and authorized the Issuer [and] the Fiduciary Agent to conclude this amendment to have this Extraordinary Amortization reflected in the Deed’s terms and conditions;	

The Issuer and Fiduciary Agent RESOLVE to conclude this Amendment for all legal purposes with the following Clauses and conditions:
Clause 1. Authorization
 
1.1	This Amendment has been concluded pursuant to Clause 6.18 “III” under which Issuer and Fiduciary Agent are authorized and obligated to amend the Public Issue of Simple Debentures, not Convertible into Shares, with Restricted Placement Efforts, with Security Interest, Issued by BC Brazilco Participações S.A. in the event of an extraordinary amortization to modify the amortization percentages set forth in Clause 6.15, it being established that same amendment is not contingent upon prior authorization of the Debenture Holders.	
Clause 2 Objective
 
2.1	The objective of this Amendment is to alter the percentages set forth in Clause 6.15 of the Deed to reflect the Second Extraordinary Amortization in Clause 6.18 “III” of the Deed.	
Clause 3 Amendment of the Deed
 
3.1.	Due to the Second Extraordinary Amortization (i) of part of the portion that would be due on the second payment date (December 11, 2015) made under Clause 6.18 “III”, the Parties resolve to amend Clause 6.15 which shall enter into force with the following text:	
“6.15. In consideration of the Extraordinary Amortization performed on March 25, 2013 corresponding to R$ 78,238.695830 (seventy-eight thousand, two hundred thirty-eight reals and sixty-nine point five eight three zero cents) of the Nominal Value of Debentures and that which was performed on June 11, 2013 corresponding to R$ 28,898.165519 (twenty-eight thousand eight hundred ninety-eight reals and sixteen point five one nine cents) of the Nominal Value of all Debentures, the Nominal Value of each Debenture shall be paid starting from the 36th (thirty-sixth) month after the Payment Date in 5 (five) consecutive annual portions (“Payments”) according to the table below:

Percentage of Nominal Value to be amortized	  	Payment Date	
7.2863%	  	December 11, 2015	
15% (fifteen percent)]	  	December 11, 2016	
18% (eighteen percent)]	  	December 11, 2017	
21% (twenty-one percent)]	  	December 11, 2018	
28% (twenty-eight percent)]	  	Maturity Date	
 
*	7.2863% (seven point two eight six three percent), corresponding to R$ 72,863.138651 (seventy-two thousand eight hundred sixty-three reals and thirteen eight six five one cents)	
 
2

4.1	Changes proposed to the Deed or those contained within this Amendment and duly signed by the Parties shall constitute an integral part of the Deed, and all other clauses contained within the Deed that have not been amended by virtue of this Amendment remain valid and in full force.	
Clause 5. General Provisions
 
5.1.	Issuer agrees to perform the following actions within the maximum time frames indicated: (i) to submit this Amendment for registration with JUCESP within 5 (five) Business Days of its execution in accordance with Article 62 of Law no. 6404 of December 15, 1976 as amended.	
Issuer agrees to send Fiduciary Agent 1 (one) copy of the original Amendment, duly registered as provided for above, within 10 (ten) calendar days of same registrations being performed.
 
5.2.	This Amendment has been irrevocably and irreversibly concluded and shall bind the parties and their successors in title.	
 
5.3.	In the event that any of the provisions of this Amendment should be judged to be illegal, invalid, or powerless, all remaining provisions not affected by same judgment shall prevail and the Parties agree in good faith to replace the affected provision with another to produce the same effect in as much as possible.	
 
5.4.	This Amendment constitutes an extrajudicial execution under the terms of Article 585, Sections I and II of the Code of Civil Procedure, and the obligations herein contained are subject to specific execution pursuant to Article 632 et seq of the Code of Civil Procedure.	
 
5.5.	It is governed by the laws of the Federative Republic of Brazil, and disputes that may arise regarding it shall be resolved in accordance with the arbitration clause contained in the Deed.	
Being duly agreed, the Parties, together with two undersigned witnesses, have executed this Amendment in 3 (three) equal copies before all present.
São Paulo, Wednesday, June 12, 2013.
 
3

					
	 	Stamp: JUCESP
 
06 08 13	
	
(Fourth Amendment to the Private Instrument of Deed of the 1 st Public Issue/Offering, with Restrictive Placements Efforts, with Non-Stock Convertible Debentures, of Cash Collateral, Issuance of Atento Brasil S.A. – Signature Page 1/3)	
 
Atento Brasil S.A.

/s/ Stephanie Jerg	 		 	/s/ Mário Mota Camara	
Name:	 	Stephanie Jerg	 		 	Name:	 	Mário Mota Camara	
Title:	 	Executive Director of Finance	 		 	Title:	 	Executive Director	
	 	Atento Brasil S/A	 		 		 	Atento Brasil S/A	
 
4

					
	 	Stamp: JUCESP
 
06 08 13	
	
(Fourth Amendment to the Private Instrument of Deed of the 1 st Public Issue/Offering, with Restrictive Placements Efforts, with Non-Stock Convertible Debentures, of Cash Collateral, Issuance of Atento Brasil S.A. – Signature Page 2/3)	
 
Planner Trustee Distribuidora de Títulos e Valores Mobiliários LTDA.

/s/ Viviane Rodrigues	 		 	/s/ Artur M. de Figueiredo	
Viviane Rodrigues	 		 	Artur M. de Figueiredo	
Director	 		 	Director	
 
5

					
	 	Stamp: JUCESP
 
06 08 13	
	
(Fourth Amendment to the Private Instrument of Deed of the 1 st Public Issue/Offering, with Restrictive Placements Efforts, with Non-Stock Convertible Debentures, of Cash Collateral, Issuance of Atento Brasil S.A. – Signature Page 3/3)	
 
Witnesses:

/s/ Estevan Borali	 		 	/s/ Bruna [ illegible ]	
Name:	 	Estevan Borali	 		 	Name:	 	Bruna [ illegible ]	
ID:	 	44.071.566.0	 		 	ID:	 	36380762-7	
CPF/MF:	 	370.995.918-78	 		 	CPF/MF:	 	412/63518-30	

	 	SECRETARY OF ECONOMIC DEVELOPMENT,
SCIENCE AND TECHNOLOGY
 
COMMERCIAL REGISTRY OF THE STATE OF SÃO
PAULO
 
DEBENTURE
 
I CERTIFY THE REGISTER [SIGNATURE]	

	 	Stamp: COMMERCIAL	
	 	REGISTRY OF THE STATE OF	
	 	SÃO PAULO	
[Initials]
 
6

					
	 		 	Seal: JUCESP
PROTOCOL	
			
	 		 	0.347.854/14-0	
F IFTH A MENDMENT TO THE P RIVATE I NSTRUMENT OF D EED OF THE 1 st P UBLIC O FFERING , WITH R ESTRICTIVE P LACEMENT E FFORTS , OF N ON -S TOCK C ONVERTIBLE D EBENTURES , OF C ASH C OLLATERAL , OF O FFERING OF A TENTO B RASIL S.A.
The following are parties to this “Fifth Amendment to the Private Instrument of Deed of the 1 st Public Offering, with Restrictive Placement Efforts, of Non-Stock Convertible Debentures, of Cash Collateral, of Offering of Atento Brasil S.A.” (“ Amendment ”):
 
 	I.	In the role of issuer of the debentures that are the object of this Private Instrument of Deed of the 1 st Public Offering, with Restrictive Placement Efforts, of Non-Stock Convertible Debentures, of Cash Collateral, of Offering of Atento Brasil S.A.,” as changed (“Debentures” and “Deed,” respectively)”	
Atento Brasil S.A., (successor by takeover of BC Brazilco Participações S.A.), a joint-stock company duly constituted and existing in accordance with the laws of the Federal Republic of Brazil, headquartered in the City of São Paulo, State of São Paulo, on Avenida das Nações Unidas, No. 14.171, 4 th Floor, Tower A, Building Rochavera C. Towers, suites 401, 402, 403 and 404, Vila Gertrudes, registered in the National Registry of Legal Entities (“CNPJ/MF”) under No. 02.879.250/0001-79, in this act represented according to its Bylaws (“Attentive” and/or “Issuer”); and
 
 	II.	As fiduciary agent, representing the holders the Debentures (“ Deed holders ”):	
P LANNER T RUSTEE D ISTRIBUIDORA DE T ÍTULOS E V ALORES M OBILIÁRIOS L TDA ., a limited liability company headquartered in the City of São Paulo, State of São Paulo, on Avenida Brigadeiro Faria Lima, No. 3900, 10 th floor, registered in the CNPJ/MF under No. 67.030.395/0001-46, in this act represented in the terms of its articles of association (“ Fiduciary Agent ,” together with the Issuer, “ Parties ”).
C ONSIDERING THAT :
 
 	(A)	on the 22 nd of November of 2012, the Parties signed the Private Instrument of Deed of the 1 st Public Offering, with Restrictive Placement Efforts, of Non-Stock Convertible Debentures, of Cash Collateral, of Offering of Atento Brasil S.A., as amended by its 1 st , 2 nd , 3 rd and 4 th amendments (“Deed”); and	
 
 	(B)	a General Meeting of Deed holders was held on the 7 th of April of 2014, under the terms of which it was decided to correct the writing of clause 6.16.4 of the Deed, in order to include the definition of the term “Consolidated Net Income.”	
 
1

The Parties RESOLVE , in the best form of the law, to sign this Amendment, according the following Clauses and conditions:
 
Clause 1.	Authorization	
 
1.1	This amendment is signed according to the authorization of the General Meeting of Deed holders, which took place on the 7 th of April of 2014, in which the new writing of clause 6.16.4 of the Deed was unanimously approved.	
 
Clause 2.	Purpose	
 
2.1	The purpose of this amendment is to change the writing of clause 6.16.4 of the Deed, in order to include the definition of the term “Consolidated Net Income,” which due to an error, was not included in the document.	
 
Clause 3	Amendment of the Deed	
 
3.1	Based on that contained in Clause 2.1 above, the Parties agree to change the clause 6.16.4 of the Deed, in order to include subparagraph “XX,” which enters into effect with the following writing:	
6.16.4 (…) XX. “Consolidated Net Income” means, for any period, the net income (or loss) of the Company and its Subsidiaries determined in a consolidated manner based on the IFRS, however, being certain that the following will not be included in Consolidated Net Income:
 
 	(a)	any net gains (or losses) through sale, cession or divestiture of any assets or operations of the Company or any of its subsidiaries (including any sale or leaseback transaction), which would not be performed in the normal course of business, individually or in any other way (as defined as good faith by a Director or Board of Directors of the Company):	
 
 	(b)	any extraordinary, unique, non-recurring, exceptional or unusual income or loss, expense or tax, including any duties or reserves related to any restructuring, redundancy, dismissal, transfer, refinancing, integration or breaking of the employee relationship or other employee benefits, bonus paid for employee contracting, retention or end of bonus, transaction costs (including costs related to Operations), acquisition costs, costs related to government investigations or pension cuts or modifications or any other retirement benefit, or any taxes from impairment of assets or financial impacts from natural disasters (including fire, flood, storm and related events);	
 
2

 	(c)	The cumulative effect from a change in accounting principles;	
 
 	(d)	Any non-punitive taxes from payment or expenses from any concession of stock, stock options or other awards based on company shares, any financial taxes considered as non-punitive related to any liabilities with pension plans or other provisions, any net, non-punitive income or losses after taxes attributable to the cancelling or modification of any pension plan of the employees, or any taxes or expenses relative to any payment made to shareholders or other securities backed by, or convertible in, shares or representative rights of company share, related to any provisions of dividends sharing from such shares or securities or rights;	
 
 	(e)	All costs from deferred, amortized financing incurred (write-off) and awards paid or other expenses directly incurred from any anticipated liquidation of debt or hedge and any net income (or loss) from any lowering or forgiveness of debts;	
 
 	(f)	Any unrealized income or losses related to liabilities from hedge or other financial instruments or any inefficacy recognized in the earnings related to qualified hedge operations or the just value or changes recognized as income with derivatives that do not qualify as hedge operations in each case, in relation to hedge liabilities;	
 
 	(g)	Any unrealized income or losses in foreign currency transactions related to the debt and other liabilities of the Company or any Subsidiary performed in another currency that is not the functional currency of such entity, and the possible unrealized exchange income or losses resulting from new measurement of assets and liabilities denominated in foreign currencies;	
 
3

 	(h)	Any income or losses of any unrealized conversion or exchange transaction related to indebtedness or other liabilities of the Company or any Subsidiary for the Company or any Subsidiary;	
 
 	(i)	any unique, non-punitive taxes or any amortization or depreciation, in each case, in so far as they are related to Operations, or to any acquisition or other entity, or to other business or resulting from reorganization or restructuring involving the Company or its Subsidiaries;	
 
 	(j)	any reductions to the recoverable value of agio or intangible assets, as well as any amortization or lowering (“write-off” or “write-down”); and	
 
 	(k)	the impact of capitalization, incidence, accumulation or payment with assets (that is not in cash) from interest or from the principal in a subordinated debt of a shareholder.”	
 
Clause 4.	Ratifications	
 
4.1	The changes made to the Deed or consigned in this Amendment, duly signed by the Parties, come to be an integral part of the Deed, with all other provisions of the Deed that have not been changed by this Amendment remaining valid and in full effect.	
 
Clause 5.	General Provisions	
 
5.1	The Issuer commits to submit this Amendment to registration in the Commercial Registry of the State of São Paulo (JUCESP), according to article 62 of Law No. 6.404, from 15 December 1976, as changed, as well as send 1 (one) original copy of the Amendment, duly registered, to the Fiduciary Agent, as set forth above, within 10 (ten) days, counted from its receipt of the said registration.	
 
5.2	This Amendment is signed irrevocably, obligating the Parties and their successors to any title.	
 
5.3	In the event that any of the provisions of this Amendment are deemed illegal, invalid or ineffective, all of the other provisions not affected by such judgment will prevail, thereby obligating the parties, in good faith, to substitute the provision affected for another that, to the extent it is possible, produces the same effect.	
 
4

5.4	This Amendment constitutes an extrajudicial executive title, under the terms of article 585, subparagraphs I and II, of the Civil Process Code, and the obligations encompassed therein are subject to specific execution, in accordance with articles 632 on, of the Civil Process Code.	
 
5.5	The terms not defined in this Amendment will have the same meaning attributed to them in the Deed.	
 
5.6	This Amendment, especially in regard to clause 3, is in effect retroactive to the date of signing of the Deed.	
 
5.7	This Amendment does not constitute total or partial novation or waiver of the deed, so that all rights and obligations stipulated in the Deed continue to be in full force, except when expressly changed by this Amendment.	
 
5.8	This is governed by the Laws of the Federal Republic of Brazil, with possible conflicts that may emerge from it to be solved according to the terms of the Clause on arbitration established in the Deed.	
And having so agreed, the parties sign this Amendment in 3 (three) copies equal in content and form, together with two witnesses signed below, to all present.
São Paulo, 7 th of April of 2014.
Initials
 
5

(Fourth Amendment to the Private Instrument of Deed of the 1 st Public Offering, with Restrictive Placements Efforts, with Non-Stock Convertible Debentures, with Collateral, Offering of Atento Brasil S.A. – Signature Page 1/3)
 
Atento Brasil S.A.

/s/ Stephanie Jerg	 		 	/s/ Mário Mota Camara	
Name:	 	Stephanie Jerg	 		 	Name:	 	Mário Mota Camara	
Title:	 	Executive Director of Finance	 		 	Title:	 	Executive Director	
	 	Atento Brasil S/A	 		 		 	Atento Brasil S/A	
 
[Initials]
 
6

(Fourth Amendment to the Private Instrument of Deed of the 1 st Public Issue/Offering, with Restrictive Placements Efforts, with Non-Stock Convertible Debentures, of Cash Collateral, Issuance of Atento Brasil S.A. – Signature Page 2/3)
 
Planner Trustee Distribuidora de Títulos e Valores Mobiliários LTDA.

/s/ Viviane Rodrigues	 		 	/s/ Flavio D. Aguetoni	
Name:	 	Viviane Rodrigues	 		 	Name:	 	Flavio D. Aguetoni	
Title:	 	Director	 		 	Title:	 	Attorney	
 
Initials
 
7

(Fourth Amendment to the Private Instrument of Deed of the 1 st Public Issue/Offering, with Restrictive Placements Efforts, with Non-Stock Convertible Debentures, of Cash Collateral, Issuance of Atento Brasil S.A. – Signature Page 3/3)
 
Witnesses:

/s/ Claudinei Eduardo Biazoli	 		 	/s/ Estevan Borali	
Name:	 	Claudinei Eduardo Biazoli	 		 	Name:	 	Estevan Borali	
Title:	 	Senior Manager of Accounting and Finance	 		 	ID:	 	44.071.566.0	
	 	Atento S/A	 		 	CPF/MF:	 	370.995.918-78	
ID:	 	15845831 SSP/SP	 		 		 		
CPF/MF:	 	041615758-07	 		 		 		

 
			
SECRETARY OF ECONOMIC DEVELOPMENT,
SCIENCE AND TECHNOLOGY
 
COMMERCIAL REGISTRY OF THE STATE OF SÃO
PAULO
 
DEBENTURE
 
I CERTIFY THE REGISTER [SIGNATURE]	 	Stamp: COMMERCIAL
REGISTRY OF THE STATE OF
SÃO PAULO
 
[Initials]	
 
8

Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption “Experts” and to the use of our reports dated April 30, 2014 with respect to the combined carve-out financial statements of Atalaya Luxco Midco Predecessor, and April 30, 2014 with respect to the consolidated financial statements of Atalaya Luxco Midco S.à r.l. and subsidiaries, in the Registration Statement (Form F-1) and related Prospectus of Atento S.A. for the registration of ordinary shares.
Ernst & Young, S.L.
/s/ Carlos Hidalgo Andres
Carlos Hidalgo Andres
Madrid, Spain
June 30, 2014