FIRST AMENDMENT TO ACQUISITION AGREEMENT
EXHIBIT
(e)(2)
FIRST
AMENDMENT TO
ACQUISITION AGREEMENT
ACQUISITION AGREEMENT
This FIRST AMENDMENT (this “Amendment”), dated
as of November 9, 2008, is made by the parties hereto to
the Acquisition Agreement dated as of September 19, 2008
(the “Acquisition Agreement”), by and between
eTelecare Global Solutions, Inc., a Philippine corporation
(“Company”), and EGS Acquisition Co LLC, a
Delaware limited liability company
(“Purchaser”).
W
I T N E S S E
T H:
WHEREAS, Company and Purchaser are parties to the Acquisition
Agreement and desire to amend the Acquisition Agreement in the
manner set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, and for other good and valuable
consideration, the receipt and adequacy of which are hereby
acknowledged, the parties, intending legally to be bound, agree
as follows:
Section 1. Definitions. All
initially capitalized terms used herein and not otherwise
defined in this Amendment shall have the meanings set forth in
the Acquisition Agreement.
Section 2. Exchange
Rate. The second recital of the Acquisition
Agreement is hereby amended by deleting the proviso therein in
its entirety and substituting the following:
“; provided that, the Offer will provide that the
Common Shares may, at the election of the holder, be purchased
by Purchaser in the Offer in Philippine Pesos at a price per
Common Share determined by multiplying the Offer Price by the
U.S. Dollar/Philippine Peso morning weighted average
exchange rate as announced on the Reuters Page under PDSPESO
then in effect at the closing of the business day immediately
preceding the date upon which the Common Shares are
“crossed” on the Philippine Stock Exchange as to
effect the transfer of such Common Shares to Purchaser;”
Section 3. Calculation
of Minimum Condition. In clause (i) of
Section 1 of Annex I to the Acquisition Agreement, the
phrase “on the date of purchase” shall be deleted and
replaced with the phrase “on or prior to the Acceptance
Date”.
Section 4. Miscellaneous.
(a) Headings. The headings of the
sections of this Amendment are inserted as a matter of
convenience and for reference purposes only and in no respect
define, limit or describe the scope of this Amendment or the
intent of any section.
(b) No Other Amendments. Except as
expressly amended or modified hereby, the terms and conditions
of the Acquisition Agreement shall continue in full force and
effect. Each reference to “hereof’’,
“hereunder”, “herein” and “hereby”
and each similar reference contained in the Acquisition
Agreement shall refer to the Acquisition Agreement as amended
hereby.
(c) Incorporation of Miscellaneous
Provisions. This Amendment shall be subject to
the miscellaneous provisions contained in Article VI of the
Acquisition Agreement, which are hereby incorporated by
reference herein.
(d) Counterparts. This Amendment may be
executed in any number of counterparts including by facsimile
signature or by electronic means such as a .pdf file, each such
counterpart being deemed to be an original instrument, and all
such counterparts shall together constitute the same agreement.
[Signatures on next page.]
IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be executed by its duly authorized officer, in each
case as of the date first above written.
| By: |
/s/ Xxxx
X. Xxxxxx
|
Name: Xxxx X. Xxxxxx
| Title: | Chief Executive Officer |
EGS ACQUISITION CO LLC
| By: |
/s/ R.
Xxxxx Xxxxx
|
Name: R. Xxxxx Xxxxx
| Title: | Vice President |
| By: |
/s/ Xxxxxxxx
X. Xxxx
|
Name: Xxxxxxxx X. Xxxx
| Title: | Vice President |
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