AGREEMENT dated as of December 15, 1997 between R.R. Donnelley & Sons Company ("RRD") and Bain
Capital, Inc. ("Bain").
WHEREAS, RRD and affiliates of Bain are principal stockholders of Stream International Holdings, Inc., a
Delaware corporation ("Stream"); and
WHEREAS, RRD, in its capacity as a significant stockholder and lender, and Bain, on behalf of its affiliates in
their capacity as significant stockholders, desire to take steps to reorganize Stream and its subsidiaries and thus
maximize potential values for all stockholders of Stream.
NOW, THEREFORE, for valuable consideration, receipt of which is acknowledged, RRD and Bain agree as
1. Certain Definitions.
"CST" shall mean Corporate Software and Technology, Inc., a Delaware corporation and wholly-owned
subsidiary of CST Holdings.
"CST Assets" shall have the meaning set forth in the CST Contribution Agreement.
"CST Assumed Liabilities" shall have the meaning set forth in the CST Contribution Agreement.
"CST Compensation Agreement" shall have the meaning set forth in the CST Contribution Agreement.
"CST Contribution Agreement" shall mean the Contribution Agreement among Stream, SII, CST and CST
Holdings in the form appended hereto as Exhibit A.
"CST Holdings" shall mean Corporate Software & Technology Holdings, Inc., a Delaware corporation.
"CST Letter Agreement" shall mean the Letter Agreement referred to in the CST Contribution Agreement.
"CST Per Share Value" shall mean the amount determined by subtracting from $150 million all Third Party Debt
directly attributable to CST as of September 30, 1997 and 33.3333% of the Net RRD Debt as of September
30, 1997 and then dividing such remainder by the sum of (i) the Number of Stream Outstanding Shares as of the
Effective Date, and (ii) the number of shares of
non-voting Common Stock of CST Holdings to be issued to Bain pursuant to Section 4.1 of this Agreement.
"Effective Date" shall mean the effective date of the MMI Drop-Down and CST Drop-Dow