SECURITIES EXCHANGE AGREEMENT
THIS SECURITIES EXCHANGE AGREEMENT (this "AGREEMENT") is
entered into as of June 30, 1999 by and among Aegis Communications Group, Inc.,
a Delaware corporation (the "COMPANY"), Xxxxxx Equity Investors III, L.P., a
Delaware limited partnership ("XXXXXX"), Xxxxxx Xxxxx ("BLANK"), The Xxxxxx
Xxxxx 1995 Grantor Retained Annuity Trust ("BLANK TRUST") and ITC Service
Company ("ITC"). Thayer, Blank, Blank Trust and ITC are sometimes referred to
herein, collectively, as the "NOTEHOLDERS" and, individually, as a
"NOTEHOLDER").
R E C I T A L S
A. WHEREAS, Xxxxxx is the holder of:
(i) a Convertible Promissory Note dated July 9, 1998 in the original
principal amount of $6,872,500 made by the Company in favor of
Xxxxxx;
(ii) a Convertible Promissory Note dated September 30, 1998 in the
original principal amount of $194,720.83 made by the Company
in favor of Xxxxxx;
(iii) a Convertible Promissory Note dated December 31, 1998 in the
original principal amount of $216,728.11 made by the Company
in favor of Xxxxxx;
(iv) a Convertible Promissory Note dated March 31, 1999 in the original
principal amount of $218,518.46 made by the Company in favor of
Xxxxxx;
(v) a Convertible Promissory Note dated June 30, 1999 in the original
principal amount of $227,574.84 made by the Company in favor of
Xxxxxx;
(vi) a Convertible Promissory Note dated July 29, 1998 in the original
principal amount of $1,418,160 made by the Company in favor of
Xxxxxx;
(vii) a Convertible Promissory Note dated October 23, 1998 in the
original principal amount of $1,567,440 made by the Company in
favor of Xxxxxx;
(viii) a Convertible Promissory Note dated September 30, 1998 in the
original principal amount of $29,781.36 made by the Company in
favor of Xxxxxx;
(ix) a Convertible Promissory Note dated December 31, 1998 in the
original principal amount of $80,454.66 made by the Company in
favor of Xxxxxx;
(x) a Convertible Promissory Note dated March 31, 1999 in the original
principal amount of $92,875.08 made by the Company in favor of
Xxxxxx; and
(xi) a Convertible Promissory Note dated June 30, 1999 in the
original principal amount of $96,724.24 made by the Company in
favor of Xxxxxx (collectively the "XXXXXX NOTES").
B. WHEREAS, Blank is the holder of:
(i) a Convertible Promissory Note dated July 29, 1998 in the original
principal amount of $220,440 made by the Company in favor of
Blank;
(ii) a Convertible Promissory Note dated October 23, 1998 in the
original principal amount of $243,600 made by the Company in favor
of Blank;
(iii) a Convertible Promissory Note dated September 30, 1998 in the
original principal amount of $4,629.24 made by the Company in
favor of Blank;
(iv) a Convertible Promissory Note dated December 31, 1998 in the
original principal amount of $12,504.92 made by the Company in
favor of Blank;
(v) a Convertible Promissory Note dated March 31, 1999 in the original
principal amount of $14.435.22 made by the Company in favor of
Blank; and
(vi) a Convertible Promissory Note dated June 30, 1999 in the
original principal amount of $15,033.48 made by the Company in
favor of Blank (collectively the "BLANK NOTES").
C. WHEREAS, Blank Trust is the holder of:
(i) a Convertible Promissory Note dated July 29, 1998 in the original
principal amount of $52,250 made by the Company in favor of Blank
Trust;
(ii) a Convertible Promissory Note dated October 23, 1998 in the
original principal amount of $57,750 made by the Company in favor
of Blank Trust;
(iii) a Convertible Promissory Note dated September 30, 1998 in the
original principal amount of $1,097.25 made by the Company in
favor of Blank Trust;
(iv) a Convertible Promissory Note dated December 31, 1998 in the
original principal amount of $2,964.23 made by the Company in
favor of Blank Trust;
(v) a Convertible Promissory Note dated March 31, 1999 in the original
principal amount of $3,421.84 made by the Company in favor of
Blank Trust; and
(vi) a Convertible Promissory Note dated June 30, 1999 in the
original principal amount of $3,563.66 made by the Company in
favor of Blank Trust (collectively the "BLANK TRUST NOTES").
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D. WHEREAS, ITC is the holder of:
(i) a Convertible Promissory Note dated July 29, 1998 in the original
principal amount of $209,190 made by the Company in favor of ITC;
(ii) a Convertible Promissory Note dated October 23, 1998 in the
original principal amount of $231,210 made by the Company in
favor of ITC;
(iii) a Convertible Promissory Note dated September 30, 1998 in the
original principal amount of $4,392.99 made by the Company in
favor of ITC;
(iv) a Convertible Promissory Note dated December 31, 1998 in the
original principal amount of $11,867.71 made by the Company in
favor of ITC;
(v) a Convertible Promissory Note dated March 31, 1999 in the original
principal amount of $13,699.82 made by the Company in favor of
ITC; and
(vi) a Convertible Promissory Note dated June 30, 1999 in the original
principal amount of $14,267.60 made by the Company in favor of ITC
(collectively the "ITC NOTES," and together with the Xxxxxx Notes,
the Blank Notes and the Blank Trust Notes, the "NOTES").
E. WHEREAS, the Company has agreed to issue to Xxxxxx (i)
Series D Shares, (ii) Series E Shares and (iii) Warrants in exchange for all of
its interest in the Notes, and Xxxxxx has agreed to such exchange on and subject
to the terms and conditions of this Agreement.
F. WHEREAS, the Company has agreed to issue to Blank, Blank
Trust and ITC (i) Series E Shares and (ii) Warrants in exchange for all of their
interest in the Notes, and such Noteholders have agreed to such exchange on and
subject to the terms and conditions of this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the
respective representations, warranties, covenants, agreements and conditions
hereinafter set forth, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto hereby
agree as follows:
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ARTICLE 1.
DEFINITIONS
Unless otherwise defined herein or the context otherwise
requires, the terms defined in this Article 1 shall have the meanings herein
specified for all purposes of this Agreement, applicable to both the singular
and plural forms of any of the terms herein defined.
"AGREEMENT" shall mean this Securities Exchange Agreement.
"BLANK" shall mean Xxxxxx Xxxxx.
"BLANK NOTES" shall have the meaning assigned to such term in
the Recitals.
"BLANK TRUST" shall mean The Xxxxxx Xxxxx 1995 Grantor
Retained Annuity Trust.
"BLANK TRUST NOTES" shall have the meaning assigned to such
term in the Recitals.
"CLOSING" and "CLOSING DATE" have the respective meanings
assigned to such terms in Section 2.2.
"COMMON STOCK" shall mean Common Stock, $.01 par value per
share, of the Company.
"COMPANY" shall mean Aegis Communications Group, Inc., a
Delaware corporation.
"GOVERNMENTAL ENTITY" shall mean any local, state, federal or
foreign (i) court, (ii) government or (iii) governmental department, commission,
instrumentality, board, agency or authority, including the Internal Revenue
Service and other taxing authorities.
"ITC" shall mean ITC Service Company.
"ITC NOTES" shall have the meaning assigned to such term in
the Recitals.
"LEGAL REQUIREMENT" shall mean any statute, law, ordinance,
rule, regulation, permit, order, writ, judgment, injunction, decree or award
issued, enacted or promulgated by any Governmental Entity or any arbitrator.
"LIEN" shall mean all liens (including judgment and mechanics'
liens, regardless of whether liquidated), mortgages, assessments, security
interests, easements, claims, pledges, trusts (constructive or other), deeds of
trust, options or other charges, encumbrances or restrictions.
"NOTEHOLDERS" shall mean Thayer, Blank, Blank Trust and ITC.
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"NOTES" shall have the meaning assigned to such term in the Recitals.
"PERSON" shall mean all natural persons, corporations, business
trusts, associations, companies, partnerships, joint ventures, Governmental
Entities and any other entities.
"PREFERRED STOCK" shall mean Series D Preferred Stock and Series E
Preferred Stock.
"REGISTRATION RIGHTS AGREEMENT" shall mean that certain
Registration Rights Agreement dated July 9, 1998 by and among the Company,
Thayer, Blank, Blank Trust and ITC.
"REGISTRATION RIGHTS AMENDMENT" shall have the meaning assigned to
such term in Section 5.1 hereof.
"SECURITIES" shall mean the Series D Shares, the Series E Shares,
the Warrants, the Common Stock issuable upon conversion of the Series D
Shares and the Series E Shares, and the Common Stock issuable upon exercise
of the Warrants.
"SECURITIES ACT" shall mean the Securities Act of 1933, as amended.
"SERIES B PREFERRED STOCK" shall mean Series B Preferred Stock, $.01
par value per share of the Company.
"SERIES D PREFERRED STOCK" shall mean Series D Preferred Stock, $.01
par value per share of the Company.
"SERIES D SHARES" shall mean an aggregate of 77,300 shares of
Series D Preferred Stock.
"SERIES E PREFERRED STOCK" shall mean Series E Preferred Stock, $.01
par value per share of the Company.
"SERIES E SHARES" shall mean an aggregate of 44,018 shares of
Series E Preferred Stock.
"XXXXXX" shall mean Xxxxxx Equity Investors III, L.P., a Delaware
limited partnership.
"XXXXXX NOTES" shall have the meaning assigned to such term in the
Recitals.
"WARRANTS" shall mean Warrants to purchase an aggregate of
1,000,000 shares of Common Stock (subject to adjustment) at an initial
exercise price of $0.90625 per share (subject to adjustment), such Warrants
to be evidenced by certificates substantially in the form attached hereto as
EXHIBIT A.
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ARTICLE 2.
EXCHANGE OF SECURITIES
2.1 EXCHANGE OF SECURITIES.
(a) Subject to the terms and conditions set forth in this
Agreement, Xxxxxx agrees to exchange on the Closing Date all interests in the
Notes held by Xxxxxx for (i) the number of Series D Shares set forth across its
name on ATTACHMENT A attached hereto, (ii) the number of Series E Shares set
forth across its name on ATTACHMENT A attached hereto, and (iii) a Warrant to
purchase the number of shares of Common Stock set forth across its name on
ATTACHMENT A attached hereto, on the terms and subject to the conditions set
forth herein.
(b) Subject to the terms and conditions set forth in this
Agreement, each of Blank, Blank Trust and ITC agrees to exchange on the
Closing Date all interests in the Notes held by such Noteholder for (i) the
number of Series E Shares set forth across such Noteholder's name on
ATTACHMENT A attached hereto, and (ii) a Warrant to purchase the number of
shares of Common Stock set forth across such Noteholder's name on ATTACHMENT
A attached hereto, on the terms and subject to the conditions set forth
herein.
2.2 THE CLOSING. The closing (the "CLOSING") of the surrender of Notes
by the Noteholders to the Company and the issuance of the Series D Shares,
Series E Shares and Warrants by the Company to the Noteholders shall occur at
10:00 a.m., Los Angeles time, on the date hereof, at the offices of Paul,
Hastings, Xxxxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx
Xxxxxxx, Xxxxxxxxxx 00000, or at such other time or on such other date as
shall be agreed upon among the Noteholders and the Company, such hour and
date being herein generally referred to as the "CLOSING DATE." At the Closing:
(a) Xxxxxx shall deliver to the Company the Xxxxxx Notes;
(b) Blank shall deliver to the Company the Blank Notes;
(c) Blank Trust shall deliver to the Company the Blank Trust
Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to Xxxxxx (i) a certificate or
certificates evidencing the number of Series D Shares set forth across
Xxxxxx'x name on ATTACHMENT A attached hereto, (ii) a certificate or
certificates evidencing the number of Series E Shares set forth across
Xxxxxx'x name on ATTACHMENT A attached hereto, and (iii) a Warrant to
purchase the number of shares of Common Stock set forth across Xxxxxx'x name
on ATTACHMENT A attached hereto, against delivery of the Xxxxxx Notes; and
(f) The Company shall deliver to each of Blank, Blank Trust and
ITC (i) a certificate or certificates evidencing the number of Series E
Shares set forth across such Noteholder's name on ATTACHMENT A attached
hereto, and (ii) a Warrant to purchase the number
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of shares of Common Stock set forth across such Noteholder's name on
ATTACHMENT A attached hereto, against delivery of the Notes held by such
Noteholder.
ARTICLE 3.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company hereby covenants with, and represents and warrants
to, each Noteholder as follows:
3.1 CAPITALIZATION. The authorized capital stock of the
Company immediately prior to the Closing consists solely of: (i) 100,000,000
shares of Common Stock, of which 52,492,616 shares are issued and outstanding;
and (ii) 1,000,000 shares of Preferred Stock, $.01 par value per shares, of
which (1) 29,778 shares have been designated Series B Preferred Stock (29,778
shares of which are issued and outstanding), (2) 231,902 shares have been
designated Series D Preferred Stock (none of which will be issued or outstanding
prior to the Closing) and (3) 132,053 shares of have been designated Series E
Preferred Stock (none of which will be issued or outstanding prior to the
Closing). The rights, privileges and preferences of the Series B Preferred Stock
are as stated in the Series B Preferred Stock Certificate of Designation filed
with the Secretary of State of the State of Delaware on July 9, 1998. The
rights, privileges and preferences of the Series D Preferred Stock and the
Series E Preferred Stock are as stated in the Series D and E Preferred Stock
Certificate of Designation attached hereto as EXHIBIT B. The Company's
previously designated Series A Preferred Stock and Series C Preferred Stock are
no longer outstanding and such designated preferred stock has resumed the status
of authorized but unissued preferred stock.
3.2 ORGANIZATION, STANDING, ETC. The Company is a corporation
duly organized and validly existing under the laws of the State of Delaware, and
has all requisite power and authority to carry on its business, to own and hold
its properties and assets, to enter into this Agreement, the Registration Rights
Amendment and the Securities to be or being issued by it as contemplated herein
or therein.
3.3 SERIES D SHARES. The Series D Shares are duly authorized
and, when issued and paid for in accordance with the terms hereof, will be duly
authorized, validly issued, fully paid and nonassessable, free and clear of all
Liens and restrictions, other than Liens that might have been created by Xxxxxx
and restrictions imposed by the Securities Act. The Common Stock issuable upon
conversion of the Series D Preferred Stock have been duly authorized and
reserved for issuance upon conversion of the Series D Preferred Stock, and, when
issued and paid for in accordance with the terms hereof, the Company's
Certificate of Incorporation and the Company's Series D and E Preferred Stock
Certificate of Designation, will be duly authorized, validly issued, fully paid
and nonassessable Common Stock, free and clear of all Liens and restrictions,
other than Liens that might have been created by Xxxxxx and restrictions imposed
by the Securities Act.
3.4 SERIES E SHARES. The Series E Shares are duly authorized
and, when issued and paid for in accordance with the terms hereof, will be duly
authorized, validly issued,
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fully paid and nonassessable, free and clear of all Liens and restrictions,
other than Liens that might have been created by the Noteholders and
restrictions imposed by the Securities Act. The Common Stock issuable upon
conversion of the Series E Preferred Stock have been duly authorized and
reserved for issuance upon conversion of the Series E Preferred Stock, and,
when issued and paid for in accordance with the terms hereof, the Company's
Certificate of Incorporation and the Company's Series D and E Preferred Stock
Certificate of Designation, will be duly authorized, validly issued, fully
paid and nonassessable Common Stock, free and clear of all Liens and
restrictions, other than Liens that might have been created by the
Noteholders and restrictions imposed by the Securities Act.
3.5 WARRANTS. The Warrants are duly authorized and, when
issued and paid for in accordance with the terms hereof, will be duly
authorized, validly issued, fully paid and nonassessable, free and clear of all
Liens and restrictions, other than Liens that might have been created by the
Noteholders and restrictions imposed by the Securities Act. The Common Stock
issuable upon exercise of the Warrants have been duly authorized and reserved
for issuance upon exercise of the Warrants, and, when issued and paid for in
accordance with the terms hereof and the warrant agreements evidencing the
Warrants, will be duly authorized, validly issued, fully paid and nonassessable
Common Stock, free and clear of all Liens and restrictions, other than Liens
that might have been created by the Noteholders and restrictions imposed by the
Securities Act.
3.6 CORPORATE ACTS AND PROCEEDINGS. All corporate acts and
proceedings required of the Company for the authorization, execution, delivery
and performance of this Agreement, the Registration Rights Amendment and each
other agreement or instrument contemplated hereby or thereby, and the issuance
and delivery of the Securities, have been lawfully and validly taken.
3.7 BINDING OBLIGATIONS. This Agreement, the Registration
Rights Amendment and the Warrants constitute the legal, valid and binding
obligations of the Company, enforceable against the Company in accordance with
their respective terms, except as such enforcement is limited by bankruptcy,
insolvency, moratorium, fraudulent conveyance, fraudulent transfer and other
similar laws affecting the enforcement of creditors' rights generally, and by
general equitable principles.
3.8 SECURITIES LAWS. The offer, issue and sale of the Series D
Shares, the Series E Shares and the Warrants are and will be exempt from the
registration and prospectus delivery requirements of the Securities Act, and
have been registered or qualified (or are exempt from registration and
qualification) under the registration, permit or qualification requirements of
all applicable state securities laws. The offer, issue and sale of the Common
Stock issuable upon conversion of the Series D Preferred Stock and the Series E
Preferred Stock and the Common stock issuable upon exercise of the Warrants will
be exempt from the registration and prospectus delivery requirements of the
Securities Act, and will be registered or qualified (or will be exempt from
registration and qualification) under the registration, permit or qualification
requirements of all applicable state securities laws.
3.9 DISCLOSURE. There is no fact which the Company has not
disclosed to the Noteholders in writing which materially and adversely affects
nor, insofar as the Company can
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now foresee, will materially and adversely affect, the properties, business,
prospects, results of operation or condition (financial or other) of the
Company or the ability of the Company to perform this Agreement, the
Registration Rights Amendment or any of the transactions contemplated herein
or therein.
ARTICLE 4.
REPRESENTATIONS AND WARRANTIES OF NOTEHOLDERS
Each Noteholder, severally and not jointly, hereby covenants
with, and represents and warrants to, the Company as follows:
4.1 EXECUTION AND DELIVERY. This Agreement and the
Registration Rights Amendment have been duly authorized by all necessary action
on the part of such Noteholder, have been duly executed and delivered by such
Noteholder and constitute the legal, valid and binding agreement of such
Noteholder, enforceable against such Noteholder in accordance with their
respective terms, subject to bankruptcy, insolvency, reorganization, moratorium
and other similar laws relating to the rights of creditors generally and the
availability of equitable remedies.
4.2 INVESTMENT INTENT. Such Noteholder is acquiring the Series
D Shares, the Series E Shares and the Warrant to be issued to such Noteholder
for investment purposes only, for its own account and not as a nominee or agent
for any other Person, and not with a view to or for resale in connection with
any distribution thereof within the meaning of the Securities Act.
4.3 RESTRICTIONS ON TRANSFER.
(a) Such Noteholder understands and agrees that the
Series D Shares, Series E Shares and Warrant such Noteholder will be
acquiring have not been registered under the Securities Act, and that
accordingly they will not be fully transferable except as permitted under
various exemptions contained in the Securities Act, or upon satisfaction of
the registration and prospectus delivery requirements of the Securities Act.
Such Noteholder acknowledges that he or it must bear the economic risk of his
or its investment in the Series D Shares, the Series Shares and the Warrant
for an indefinite period of time (subject to the Company's obligation to
register the Common Stock underlying the Series D Shares, the Series E Shares
and the Warrants pursuant to the Registration Rights Amendment) since they
have not been registered under the Securities Act and therefore cannot be
sold unless they are subsequently registered or an exemption from
registration is available.
(b) Such Noteholder hereby agrees with the Company
that the certificates evidencing the Series D Shares, the Series E Shares and
the Warrants, and each certificate issued in transfer thereof, will bear (i)
any legend required under any applicable state securities law and (ii) the
following legend:
"The securities evidenced by this certificate have not been registered
under the Securities Act of 1933.
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These securities have been acquired for investment and not with a view
to distribution and may not offered for sale, sold, pledged or
otherwise transferred in the absence of an effective registration
statement for such securities under the Securities Act of 1933 or an
opinion of counsel reasonably satisfactory in form and content to the
issuer that such registration is not required under such Act."
ARTICLE 5.
CONDITIONS PRECEDENT TO CLOSING
5.1 CONDITIONS OF NOTEHOLDERS. Notwithstanding any other
provision of this Agreement, the obligations of the Noteholders to consummate
the transactions contemplated hereby shall be subject to the satisfaction, at or
prior to the Closing Date, of the following conditions:
(a) The representations and warranties of the Company
contained in Section 3 of this Agreement shall be true and correct in all
[material] respects on and as of the Closing Date with the same effect as if
made on the Closing Date and the Company shall have complied [in all material
respects] with all covenants and agreements and satisfied all conditions to be
performed by the Company or satisfied on or prior to the Closing Date;
(b) The Noteholders shall have received from Xxxxxx &
Xxxx, L.L.P., counsel for the Company, a written opinion dated the Closing
Date and addressed to the Noteholders, in substantially the form attached
hereto as EXHIBIT C;
(c) The Noteholders shall have received from the Chief
Financial Officer of the Company a certificate dated the Closing Date in
substantially the form attached hereto as EXHIBIT D;
(d) The Noteholders shall have received from the Secretary
of the Company in substantially the form attached hereto as EXHIBIT E; and
(e) The Company shall have entered into an amendment to
the Registration Rights Agreement, substantially in the form attached hereto
as EXHIBIT F (the "REGISTRATION RIGHTS AMENDMENT").
5.2 CONDITIONS OF THE COMPANY. Notwithstanding any other
provision of this Agreement, the obligations of the Company to consummate the
transactions contemplated hereby shall be subject to the satisfaction, at or
prior to the Closing Date, of the following conditions:
(a) The representations and warranties of the
Noteholders contained in Section 4 of this Agreement shall be true and
correct in all respects on and as of the Closing Date with the same effect as
if made on the Closing Date and the Noteholders shall have complied with all
covenants and agreements and satisfied all conditions to be performed by the
Noteholders or satisfied on or prior to the Closing Date; and
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(b) The Noteholders shall have entered into the
Registration Rights Amendment.
ARTICLE 6.
EXCHANGE NOTES
6.1 The Company agrees that, to the extent the Company elects to
redeem the Series D Shares and the Series E Shares in accordance with the
Company's Certificate of Incorporation and the Company's Series D and E
Preferred Stock Certificate of Designation by the issuance of its convertible
promissory notes, such notes shall be substantially in the form of EXHIBIT G
attached hereto.
ARTICLE 7.
GENERAL PROVISIONS
7.1 NOTICES. All notices and other communications under or in
connection with this Agreement shall be in writing and shall be deemed given
(a) if delivered personally (including by overnight express or messenger),
upon delivery, (b) if delivered by registered or certified mail (return
receipt requested), upon the earlier of actual delivery or three days after
being mailed, or (c) if given by telecopy, upon confirmation of transmission
by telecopy, in each case to the parties at the following addresses:
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(a) If to the Company, addressed to:
Aegis Communications Group, Inc.
0000 Xxxx Xxxxxx Xxxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
Attention: Chief Executive Officer
Telecopy: (000) 000-0000
With a copy to:
Xxxxxx & Xxxx, L.L.P.
0000 Xxxx Xxxxxx
Xxxxx 0000
Xxxxxx, Xxxxx 00000
Attention: Xxxxxxx X. Xxxxxx, Esq.
Telecopy: (000) 000-0000
(b) If to any Noteholder, addressed to:
The address set forth under such Noteholder's
name on the signature page hereto
7.2 SEVERABILITY. If any term or provision of this Agreement or
the application thereof to any circumstance shall, in any jurisdiction and to
any extent, be invalid or unenforceable, such term or provision shall be
ineffective as to such jurisdiction to the extent of such invalidity or
unenforceability without invalidating or rendering unenforceable such term or
provision in any other jurisdiction, the remaining terms and provisions of
this Agreement or the application of such terms and provisions to
circumstances other than those as to which it is held invalid or enforceable.
7.3 ENTIRE AGREEMENT. This Agreement, including the
attachments, exhibits and schedules attached hereto and other documents
referred to herein, contains the entire understanding of the parties hereto
in respect of its subject matter and supersedes all prior and contemporaneous
agreements and understandings, oral and written, between the parties with
respect to such subject matter.
7.4 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
and inure to the benefit of the Company and the Noteholders and their
respective successors, heirs and assigns.
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7.5 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all such
counterparts together shall constitute but one and the same Agreement.
7.6 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the internal laws (and not the law of conflicts) of
the State of Delaware.
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IN WITNESS WHEREOF, each of the parties hereto has executed this
Agreement, or has caused this Agreement to be executed on its behalf by a
representative duly authorized, all as of the date first above set forth.
COMPANY:
AEGIS COMMUNICATIONS GROUP, INC.,
a Delaware corporation
By:
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Name:
Title:
NOTEHOLDERS:
XXXXXX EQUITY INVESTORS III, L.P.,
a Delaware limited partnership
By: TC Equity Partners L.L.C.,
Its General Partner
By:
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Name:
Title:
Address: Xxxxxx Capital Partners
0000 Xxxxxxxxxxxx Xxx., X.X.
Xxxxxxxxxx, X.X. 00000
Attention:
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Telecopy: (202) 371--0391
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Xxxxxx Xxxxx
Address:
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------------------------------------
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Attention:
--------------------------
Telecopy: (___) ___--_______________
THE XXXXXX XXXXX 1995 GRANTOR
RETAINED ANNUITY TRUST
By:
-----------------------------------------
Name: Xxxxxx Xxxxx
Title: Trustee
Address:
------------------------------------
------------------------------------
------------------------------------
Attention:
-------------------------
Telecopy: (___) ___--_______________
ITC SERVICE COMPANY
By:
----------------------------------------
Name:
Title:
Address:
-----------------------------------
-----------------------------------
-----------------------------------
Attention:
-------------------------
Telecopy: (___) ___--______________
ATTACHMENT A
NOTEHOLDER SERIES D SHARES SERIES E SHARES WARRANTS
---------- --------------- --------------- --------
1. Xxxxxx Equity 77,300 32,855 907,984
Investors III, L.P.
2. Xxxxxx Xxxxx -0- 5,106 42,091
3. The Xxxxxx Xxxxx -0- 1,211 9,978
1995 Grantor Retained
Annuity Trust
4. ITC Service Company -0- 4,846 39,947
--------------- --------------- --------
Total 77,300 44,018 1,000,000
EXHIBIT A
FORM OF WARRANT
EXHIBIT B
SERIES D AND E PREFERRED STOCK
CERTIFICATE OF DESIGNATION
EXHIBIT C
FORM OF OPINION OF COUNSEL
EXHIBIT D
CERTIFICATE OF CHIEF FINANCIAL OFFICER
EXHIBIT E
CERTIFICATE OF SECRETARY
EXHIBIT F
REGISTRATION RIGHTS AMENDMENT
EXHIBIT G
FORM OF CONVERTIBLE PROMISSORY NOTE
