AEGIS COMMUNICATIONS GROUP, INC. WARRANT TO PURCHASE SHARES OF COMMON STOCKAegis Communications Group Inc • November 19th, 2003 • Services-business services, nec
THIS CERTIFIES THAT, for value received, Essar Global Limited (the “Purchaser”) and its assigns are entitled to subscribe for and purchase 34,110,343 shares (such number and such other number as shall result, from time to time, from the adjustments specified in Section 6 hereof is herein referred to as the “Number of Warrant Shares”) of duly authorized, validly issued, fully paid and nonassessable Common Stock (as adjusted pursuant to Section 6 hereof, the “Shares”) of AEGIS COMMUNICATIONS GROUP, INC., a Delaware corporation (the “Company”), at the price of $0.01 per share (such price and such other price as shall result, from time to time, from the adjustments specified in Section 6 hereof is herein referred to as the “Exercise Price”), subject to the provisions and upon the terms and conditions hereinafter set forth. As used herein the term “Date of Grant” shall mean November 5, 2003. The term “Warrant” as used herein shall be deemed to include any warrants issued upon transfer or pa
STOCKHOLDERS AGREEMENT By and Among AEGIS COMMUNICATIONS GROUP, INC., CERTAIN STOCKHOLDERS As Identified herein, DEUTSCHE BANK AG – LONDON Acting Through DB ADVISORS, LLC As Investment Advisor, AND ESSAR GLOBAL LIMITEDStockholders Agreement • November 19th, 2003 • Aegis Communications Group Inc • Services-business services, nec • Delaware
This STOCKHOLDERS AGREEMENT (this “Agreement”), is made effective as of November 5, 2003, by and among Aegis Communications Group, Inc., a Delaware corporation (the “Company”), Questor Partners Fund II, L.P., a Delaware limited partnership (“Fund II”), Questor Side-by-Side Partners II, L.P., a Delaware limited partnership (the “Side-By-Side Fund”), Questor Side-by-Side Partners II 3(c)(1), L.P., a Delaware limited partnership (the “3(C)(1) Fund”, and together with Fund II and the Side-by-Side Fund, “Questor”), Thayer Equity Investors III, L.P., a Delaware limited partnership (“Thayer Equity”), TC Co-Investors, LLC, a Delaware limited liability company (“TC Co-Investors”, and together with Thayer Equity, “Thayer” and together with Questor, the “Existing Stockholders”), Deutsche Bank AG – London acting through DB Advisors, LLC as investment advisor (“DB”) and Essar Global Limited (“Essar”) (DB and Essar, collectively, the “New Stockholders”). The Existing Stockholders and New Stockholder
NOTE AND WARRANT PURCHASE AGREEMENT By and AmongNote and Warrant Purchase Agreement • November 19th, 2003 • Aegis Communications Group Inc • Services-business services, nec • New York
NOTE AND WARRANT PURCHASE AGREEMENT, dated as of November 5, 2003 (the “Agreement”), by and among AEGIS COMMUNICATIONS GROUP, INC. (the “Company”), a Delaware corporation, Deutsche Bank AG – London acting through DB Advisors, LLC as investment advisor and Essar Global Limited (collectively, the “Purchasers”).
SUBSIDIARY GUARANTYSubsidiary Guaranty • November 19th, 2003 • Aegis Communications Group Inc • Services-business services, nec • New York
SUBSIDIARY GUARANTY dated as of November 5, 2003 made by the Persons listed on the signature pages hereof under the caption “Subsidiary Guarantors” and the Additional Guarantors (as defined in Section 8(b)) (such Persons so listed and the Additional Guarantors being, collectively, the “Guarantors” and, individually, each a “Guarantor”) in favor of the holders of each of the Guaranteed Notes referred to below (the “Guaranteed Noteholders” and, together with the administrative agents and, if applicable, collateral agents, referred to in each such Guaranteed Note, the “Guaranteed Noteholder Parties”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 19th, 2003 • Aegis Communications Group Inc • Services-business services, nec • New York
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 AG – London acting through DB Advisors, LLC as investment advisor (“DB”), Essar Global Limited (“Essar” and collectively with DB, the “Purchasers”) and Questor Partners Fund II, L.P., a Delaware limited partnership (“Fund II”), Questor Side-by-Side Partners II, L.P., a Delaware limited partnership (the “Side-By-Side Fund”), Questor Side-by-Side Partners II 3(c)(1), L.P., a Delaware limited partnership (the “3(C)(1) Fund”, and together with Fund II and the Side-by-Side Fund, “Questor”), Thayer Equity Investors III, L.P., a Delaware limited partnership (“Thayer Equity”), TC Co-Investors, LLC, a Delaware limited liability company (“TC Co-Investors”, and together with Thayer Equity, “Thayer”), Edward Blank, and The Edward Blank 1995 Grantor Retained Annuity Trust.
