EXHIBIT 10.7
TERMINATION AGREEMENT
This Termination Agreement ("Termination Agreement"), dated as of
December 10, 1999, is by and among Aegis Communications Group, Inc., a
Delaware corporation, f/k/a ATC Communications Group, Inc. (the "Company"),
Xxxxxx Equity Investors III, L.P., a Delaware limited partnership ("Xxxxxx
Equity"), and TC Co-Investors, LLC, a Delaware limited liability company ("TC
Co-Investors," and, together with Xxxxxx Equity, "Xxxxxx").
RECITALS:
The Company and Xxxxxx are parties to that certain Registration
Rights Agreement dated as of May 4, 1998, as amended (the "Registration
Rights Agreement");
Subject to certain terms and conditions, the Company has agreed to
sell Series F Senior Voting Convertible Preferred Stock (the "Preferred
Stock") to 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"), and 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, the "Questor Investors");
A condition to the closing of the transactions contemplated by the
Series F Senior Voting Convertible Preferred Stock Purchase and Registration
Rights Agreement dated August 25, 1999, as amended, by and among the Company,
the Questor Investors and certain existing shareholders of the Company (the
"Stock Agreement") requires that the Registration Rights Agreement be
terminated;
NOW, THEREFORE, in consideration of good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties to
this Termination Agreement hereby agree as follows:
1. TERMINATION OF REGISTRATION RIGHTS AGREEMENT. The Registration
Rights Agreement will terminate as of the date of this Termination Agreement.
2. ENTIRETY. This Termination Agreement contains the entire
agreement of the parties hereto with respect to the subject matter hereof,
and it shall not be amended except in writing executed by each of the parties
hereto.
3. CHOICE OF LAW. This Termination Agreement shall be governed by
and construed in accordance with the internal laws (and not the law of
conflicts of law) of the State of Delaware.
4. COUNTERPARTS. This Termination Agreement may be executed in any
number of counterparts and by different parties in separate counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement, or caused this Agreement to be duly executed on their behalf, as
of the day and year first above written.
AEGIS COMMUNICATIONS GROUP,
INC., a Delaware corporation
By:
Name:
Title:
XXXXXX EQUITY INVESTORS III,
L.P., a Delaware limited partnership
By:
Name:
Title:
TC CO-INVESTORS, LLC, a Delaware
limited liability company
By:
Name:
Title:
