EXHIBIT 2
AllServe Systems PLC
Technology Transfer Centre
Silverwood Park
Xxxxxxxxx Xxxx, Xxxxxxxxx XX0 0XX
Xxxxx, XX
Re: Voting Agreement
Ladies and Gentlemen:
Reference is made to the Agreement and Plan of Merger, dated as of July
11, 2003 (as amended or otherwise modified from time to time, the "Merger
Agreement"), by and among AllServe Systems PLC (the "Buyer"), AllServe Systems,
Inc. and Aegis Communications Group, Inc. (the "Company"). In consideration for
Buyer entering into the Merger Agreement with the Company, which the undersigned
acknowledges is good and valid consideration, the undersigned agrees as follows:
1. Capitalized terms used but not defined herein will have the meanings given to
them in the Merger Agreement.
2. As of the date hereof, the undersigned and its affiliates are the lawful,
legal and beneficial owners of, and have the power to vote and dispose of, an
aggregate of 8,728.56 shares of Series E Preferred Stock of the Company and
46,750 shares of Series F Preferred Stock of the Company (collectively, the
"Preferred Stock") and 2,788,502 shares of common stock, $.01 par value per
share, of the Company ("Company Common Stock"). During the period from the date
hereof until the earlier of the termination of the Merger Agreement in
accordance with its terms and the Effective Time, the undersigned (a) will not,
and will not permit any of its affiliates to, directly or indirectly, sell,
assign, pledge, hypothecate, transfer, exchange or dispose of any shares of
Preferred Stock or Company Common Stock without the prior written consent of the
Buyer, and (b) will vote, and will cause its affiliates to vote, all shares of
Preferred Stock and Company Common Stock in favor of adoption of the Merger
Agreement and approval of the Merger at any meeting of the Stockholders of the
Company and at any adjournments thereof.
3. During the period from the date of this Agreement until the earlier of the
termination of the Merger Agreement in accordance with its terms and the
Effective Time, neither the undersigned, any of its affiliates nor any officer,
director, employee, representative or agent thereof will (except as expressly
permitted in the Merger Agreement), directly or indirectly, (a) solicit,
initiate, facilitate or encourage any inquiries or proposals that constitute, or
could reasonably be expected to lead to, or provide any non-public information
to any person or entity relating to, any Acquisition Proposal or (b) agree to,
vote in favor of, approve or recommend any Acquisition Proposal. The undersigned
will notify the Buyer immediately (and no later than 72 hours) after receipt by
the undersigned, any of its affiliates or any officer, director, employee,
representative or agent thereof of any Acquisition Proposal or any request for
non-public information in connection with any Acquisition Proposal or for access
to the properties, books or records of the Company or any of its subsidiaries by
any person or entity that informs the undersigned that it is considering making
or has made, an Acquisition Proposal. Such notice to the Buyer will be made
orally and in writing and will indicate in reasonable detail the identity of the
offeror and the terms and conditions of such proposal, inquiry or contact. The
undersigned, its affiliates and any officer, director, employee, representative
or agent thereof will immediately cease any discussions or negotiations with any
other parties that may be ongoing as of the date hereof with respect to any
Acquisition Proposal and will request the return or destruction of all
non-public information provided in connection therewith.
4. Notwithstanding anything in this letter or the Merger Agreement to the
contrary, the Company and each of the Company's affiliates, directors,
employees, representatives and agents (other than Xxxx Xxxxxxxx, Xxxxx X.
Xxxxxx, Xxxxx X. Xxxxxx, Xxxxx X. Xxxxxxxxxxx and Xxxxxxx X. Xxxxxxxx) will be
deemed not to be an affiliate of the undersigned for any purpose of this letter
agreement.
5. This letter agreement will terminate and be of no further force or effect
upon the earlier of the termination of the Merger Agreement in accordance with
its terms or the Effective Time.
6. The terms of this letter will be governed by and construed in accordance with
the laws of the State of Delaware without reference to its conflict of laws
provisions.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
Very truly yours,
QUESTOR PARTNERS FUND II, L.P.
By: /s/ Xxxx Xxxxxxxx
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Name: Xxxx Xxxxxxxx
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Title: Managing Director
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Address: 0 Xxxx 00xx Xxxxxx
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Xxx Xxxx, XX 00000
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Dated: July 11, 2003
Preferred Stock owned: 44,368.849 shares of Series F Preferred Stock;
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8,187.97 shares of Series E Preferred Stock
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Common Stock owned: 2,615,802 shares of Common Stock
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Accepted:
ALLSERVE SYSTEMS PLC
By: /s/ A.K. Sen
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Name: A.K. Sen
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Title: Director
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