REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 3rd, 2002 • Thomas Group Inc • Services-management consulting services • Texas
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of September 20, 2002, by and among Thomas Group, Inc., a Delaware corporation (the "Company"), and General John T. Chain, Jr. (the "Investor").
Thomas Group, Inc. NOTE AND WARRANT PURCHASE AGREEMENT September 20, 2002Warrant Purchase Agreement • October 3rd, 2002 • Thomas Group Inc • Services-management consulting services • Texas
This Note and Warrant Purchase Agreement (this "Agreement") is made as of September 20, 2002, by and between Thomas Group, Inc., a Delaware corporation (the "Company"), and General John T. Chain, Jr., an individual (the "Purchaser").
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • October 3rd, 2002 • Thomas Group Inc • Services-management consulting services
This FIRST AMENDMENT TO RESTATED RIGHTS AGREEMENT (this "Amendment"), dated as of September 13, 2002 (the "Amendment"), is by and between Thomas Group, Inc., a Delaware corporation (the "Corporation"), and, at the direction of the Corporation, Computershare Trust Company (formerly Harris Trust and Savings Bank, the "Rights Agent").
As of September 19, 2002Thomas Group Inc • October 3rd, 2002 • Services-management consulting services
First Amended and Restated Revolving Credit Loan Agreement dated as of December 4, 1996, by and between Thomas Group, Inc. (the "Borrower") and Comerica Bank-Texas, a Texas banking institution (the "Lender") (as such agreement has been and may be further amended, restated or otherwise modified from time to time, the "Loan Agreement"). All capitalized terms used herein, unless otherwise defined herein, shall have the same meaning as in the Loan Agreement.
SUBORDINATION AGREEMENTThomas Group Inc • October 3rd, 2002 • Services-management consulting services • Texas
The undersigned (the "Investor"), being an owner and holder of certain obligations of Thomas Group, Inc. (the "Borrower"), and payable or otherwise accruing to the Investor arising in connection with (i) that certain subordinated promissory note dated September 20, 2002 executed by Borrower in favor of Investor in the original principal amount of $1,000,000, a copy of which is attached hereto as "Exhibit A", (ii) that certain promissory note dated May 31, 2002 executed by Borrower in favor of Investor in the original principal amount of $400,000, a copy of which is attached hereto as "Exhibit B", and (iii) that certain subordinated promissory note in the original principal amount of $1,000,000 to be executed in October, 2002 by the Borrower in favor of Investor (the three aforementioned notes are hereinafter collectively referred to as the "Investor Note", and the obligations arising in connection with the Investor Note, collectively, the "Investor Obligations "), does, for the benefit
