RE: Tender Offer by TNS, Inc.Tender Offer Agreement • April 5th, 2005 • TNS Inc • Services-business services, nec • Delaware
This letter agreement is submitted by GTCR Fund VII, L.P., GTCR Fund VII/A, L.P., GTCR Co-Invest, L.P. and GTCR Capital Partners, L.P. (collectively, "GTCR") to TNS, Inc., a Delaware corporation (the "Company") in connection with the Company's tender offer to purchase an aggregate of nine (9) million shares of common stock of the Company ("Common Stock") at a price not less than $18.00 per share or greater than $18.50 per share (the "Tender Offer"). This letter sets forth GTCR's agreed terms with respect to the Tender Offer.
