EXHIBIT 2 REGISTRATION RIGHTS AGREEMENT ----------------------------- REGISTRATION RIGHTS AGREEMENT, dated as of November 5, 2003 (this "Agreement"), by and among Aegis Communications Group, Inc., a Delaware corporation (the "Company"), Deutsche Bank...Registration Rights Agreement • November 14th, 2003 • Aegis Communications Group Inc • Services-business services, nec • New York
RECITALS:Escrow Agreement • May 15th, 1998 • Atc Communications Group Inc • Services-business services, nec • New York
FIRST AMENDMENT TO PLEDGE AGREEMENTPledge Agreement • May 15th, 1998 • Atc Communications Group Inc • Services-business services, nec • Texas
EXHIBIT 3 STOCKHOLDERS AGREEMENTStockholders Agreement • November 14th, 2003 • Aegis Communications Group Inc • Services-business services, nec • Delaware
PROMISSORY NOTEAtc Communications Group Inc • May 15th, 1998 • Services-business services, nec • Texas
1 EXHIBIT 10.22 ATC COMMUNICATIONS GROUP, INC. NON-QUALIFIED STOCK OPTION AGREEMENT THIS AGREEMENT (this "Agreement"), dated as of ___________, 199__, is made and entered into by and between ATC Communications Group, Inc., a Delaware corporation (the...Non-Qualified Stock Option Agreement • November 14th, 1996 • Atc Communications Group Inc • Services-business services, nec • Delaware
ESCROW AGREEMENTEscrow Agreement • September 29th, 1998 • Aegis Communications Group Inc • Services-business services, nec • New York
NRP INC.Stock Option Agreement • November 8th, 1996 • Atc Communications Group Inc • Services-business services, nec • Delaware
RECITALS:Termination Agreement • December 20th, 1999 • Aegis Communications Group Inc • Services-business services, nec • Delaware
AMENDMENT NO. 2 This Amendment No. 2, dated as of October 22, 1999, is to the Series F Senior Voting Convertible Preferred Stock Purchase and Registration Rights Agreement, dated August 25, 1999, by and among Aegis Communications Group, Inc., a...Aegis Communications Group Inc • November 9th, 1999 • Services-business services, nec • Delaware
1 EXHIBIT 10.23 ATC COMMUNICATIONS GROUP, INC. RESTRICTED STOCK AGREEMENT THIS AGREEMENT (the "Agreement"), dated as of __________, 199__ (the "Effective Date"), is made and entered into by and between ATC Communications Group, Inc., a Delaware...Restricted Stock Agreement • November 14th, 1996 • Atc Communications Group Inc • Services-business services, nec • Delaware
EXHIBIT 10.5 AMENDMENT TO RIGHTS AGREEMENT THIS AMENDMENT TO RIGHTS AGREEMENT (this "Amendment"), dated to be effective as of August 25, 1999, is between AEGIS COMMUNICATIONS GROUP, INC., a Delaware corporation (the "Company"), and HARRIS TRUST AND...Rights Agreement • December 20th, 1999 • Aegis Communications Group Inc • Services-business services, nec
JOINT FILING AGREEMENTJoint Filing Agreement • November 14th, 2003 • Aegis Communications Group Inc • Services-business services, nec
The undersigned hereby agree that the statement on Schedule 13D, dated November 14, 2003, with respect to the common stock, par value $.01 per share, of Aegis Communications Group, Inc. is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to the Schedule 13D and each such amendment. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
W I T N E S S E T H:Stock Pledge Agreement • May 15th, 1998 • Atc Communications Group Inc • Services-business services, nec • Texas
as Rights Agent Rights AgreementRights Agreement • December 17th, 1998 • Aegis Communications Group Inc • Services-business services, nec • Delaware
RECITALSRegistration Rights Agreement • August 16th, 1999 • Aegis Communications Group Inc • Services-business services, nec • Delaware
EXHIBIT 2 NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • November 14th, 2003 • Aegis Communications Group Inc • Services-business services, nec • New York
ARTICLE II AMENDMENTS TO CREDIT AGREEMENTFourth Amendment • August 16th, 1999 • Aegis Communications Group Inc • Services-business services, nec • New York
R E C I T A L S:Employment Agreement • November 14th, 2000 • Aegis Communications Group Inc • Services-business services, nec • Texas
EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2000 • Aegis Communications Group Inc • Services-business services, nec • Texas
CONFORMED COPY THE INDEBTEDNESS EVIDENCED BY THIS INSTRUMENT IS SUBORDINATED TO THE PRIOR PAYMENT IN FULL OF THE SENIOR OBLIGATIONS AS SUCH TERM IS DEFINED IN THE SUBORDINATION AND INTERCREDITOR AGREEMENT DATED AS OF MAY 4, 1998 BY AND BETWEEN BANK...Security Agreement • May 15th, 1998 • Atc Communications Group Inc • Services-business services, nec • Texas
CONFORMED COPY -------------- THE INDEBTEDNESS EVIDENCED BY THIS INSTRUMENT IS SUBORDINATED TO THE PRIOR PAYMENT IN FULL OF THE SENIOR OBLIGATIONS AS SUCH TERM IS DEFINED IN THE SUBORDINATION AND INTERCREDITOR AGREEMENT DATED AS OF MAY 4, 1998 BY AND...Conformed Copy • May 15th, 1998 • Atc Communications Group Inc • Services-business services, nec • Texas
R E C I T A L SSecurities Exchange Agreement • August 16th, 1999 • Aegis Communications Group Inc • Services-business services, nec • Delaware
RECITALSRegistration Rights Agreement • May 15th, 1998 • Atc Communications Group Inc • Services-business services, nec • Delaware
1 EXHIBIT 4.5 ATC COMMUNICATIONS GROUP, INC. EXCHANGE RIGHTS AGREEMENTExchange Rights Agreement • May 2nd, 1997 • Atc Communications Group Inc • Services-business services, nec • Delaware
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN OR WILL BE ACQUIRED FOR...Aegis Communications Group Inc • April 22nd, 2004 • Services-business services, nec
IRREVOCABLE PROXY AGREEMENT Each undersigned stockholder of IQI, Inc., a New York corporation (the "COMPANY"), hereby irrevocably appoints Michael G. Santry and Matthew Waller, and each of them, or any other designee of ATC Communications Group, Inc.,...Irrevocable Proxy Agreement • May 15th, 1998 • Atc Communications Group Inc • Services-business services, nec • New York
August 26, 1999 The persons set forth on the signature lines to this letter agreement Ladies and Gentlemen: We are each parties to that certain Series F Senior Voting Convertible Preferred Stock Purchase and Registration Rights Agreement dated as of...Aegis Communications Group Inc • November 9th, 1999 • Services-business services, nec • Michigan
1 EXHIBIT 10.19 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of September 5, 1996 by and between Advanced Telemarketing Corporation, a Nevada corporation (the "Company"), ATC Communications Group, Inc.,...Employment Agreement • November 14th, 1996 • Atc Communications Group Inc • Services-business services, nec • Texas
PARENT GUARANTYParent Guaranty • August 16th, 1999 • Aegis Communications Group Inc • Services-business services, nec
EMPLOYMENT AGREEMENT as amendedEmployment Agreement • May 15th, 2000 • Aegis Communications Group Inc • Services-business services, nec • Texas
AGREEMENTAgreement • November 14th, 2000 • Aegis Communications Group Inc • Services-business services, nec • Texas
FIRST AMENDMENTAegis Communications Group Inc • April 12th, 1999 • Services-business services, nec • New York
LOAN AND SECURITY AGREEMENT by and among AEGIS COMMUNICATIONS GROUP, INC. and EACH OF ITS SUBSIDIARIES THAT ARE SIGNATORIES HERETO as Borrowers, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO FOOTHILL, INC. as the Arranger and...Loan and Security Agreement • April 2nd, 2004 • Aegis Communications Group Inc • Services-business services, nec • New York
STOCKHOLDERS AND VOTING AGREEMENT STOCKHOLDERS AND VOTING AGREEMENT, dated as of August 25, 1999 (the "AGREEMENT"), among Questor Partners Fund II, L.P., a Delaware limited partnership ("FUND II"), Questor Side-by-Side Partners II, L.P., a Delaware...Stockholders and Voting Agreement • November 9th, 1999 • Aegis Communications Group Inc • Services-business services, nec • Delaware
