LIMITED GUARANTEELimited Guarantee • September 22nd, 2008 • Ayala Corp • Services-business services, nec • Delaware
Limited Guarantee, dated as of September 19, 2008 (this “Limited Guarantee”), by Newbridge International Investment Ltd. (the “Guarantor”), in favor of eTelecare Global Solutions, Inc., a Philippines corporation (the “Guaranteed Party”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Acquisition Agreement. All references to “$” in this Limited Guarantee shall be to United States Dollars.
ContractSupport Agreement • September 22nd, 2008 • Ayala Corp • Services-business services, nec • Delaware
EQUITY COMMITMENT LETTER September 19, 2008Ayala Corp • September 22nd, 2008 • Services-business services, nec
STANDSTILL AGREEMENT dated as of September 19, 2008 between eTelecare Global Solutions, Inc. and Newbridge International Investment Ltd.Standstill Agreement • September 22nd, 2008 • Ayala Corp • Services-business services, nec • Delaware
This Standstill Agreement (this "Agreement") is made and entered into as of September 19, 2008 between eTelecare Global Solutions, Inc., a Phillipines corporation (the "Company") and Newbridge International Investment Ltd., a British Virgin Islands company (the “Shareholder”). The Company and the Shareholder shall be referred to herein as the “Parties.”
ACQUISITION AGREEMENT by and between eTELECARE GLOBAL SOLUTIONS, INC. and EGS ACQUISITION CO LLC Dated as of September 19, 2008Acquisition Agreement • September 22nd, 2008 • Ayala Corp • Services-business services, nec • Delaware
This ACQUISITION AGREEMENT (hereinafter called this “Agreement”), dated as of September 19, 2008, by and between eTelecare Global Solutions, Inc., a Philippine corporation (“Company”), and EGS Acquisition Co LLC, a Delaware limited liability company (“Purchaser”).
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • September 22nd, 2008 • Ayala Corp • Services-business services, nec • Delaware
This Interim Investors Agreement (this “Agreement”) is made as of September 19, 2008 by and between Providence Equity Partners VI International L.P. (the “Providence Investor”) and Newbridge International Investment Ltd (the “Newbridge Investor,” each, an “Investor” and, together, the “Investors”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Acquisition Agreement, dated as of the date hereof (the “Acquisition Agreement”), by and between EGS Acquisition Co LLC, a Delaware limited liability company (together with any other entity designated as the purchaser in the Offer pursuant to, and in accordance with, Section 6.12 of the Acquisition Agreement, “Purchaser”), and eTelecare Global Solutions, Inc., a Philippine corporation (the “Company”).
