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