AMENDED AND RESTATED REGISTRATION AGREEMENTRegistration Agreement • March 26th, 2004 • GTCR Fund Vii Lp • Services-business services, nec • Delaware
THIS AMENDED AND RESTATED REGISTRATION AGREEMENT (this “Agreement”) is made as of March 19, 2004, by and among (i) TNS, Inc., a Delaware corporation formerly known as TNS Holdings, Inc. (together with its successors and permitted assigns, the “Company”) and each of the persons listed on Schedule A hereto (the “Stockholders”).
WARRANT AGREEMENTWarrant Agreement • March 26th, 2004 • GTCR Fund Vii Lp • Services-business services, nec • Illinois
This WARRANT AGREEMENT (this “Agreement”) is made as of April 3, 2001, by and between GTCR Capital Partners, LP., a Delaware limited partnership (the “Lender”) and TNS Holdings, LLC, a Delaware limited liability company (“Parent”). Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in Section 5A hereof.
LOCK-UP AGREEMENT TNS, INC. Common Stock ($0.001 Par Value) March 1, 2004Lock-Up Agreement • March 26th, 2004 • GTCR Fund Vii Lp • Services-business services, nec • New York
SENIOR SUBORDINATED LOAN AGREEMENT Dated as of April 3, 2001 Between TRANSACTION NETWORK SERVICES, INC. as Borrower, TNS HOLDINGS, INC. as Parent Guarantor TNS HOLDINGS, L.L.C., and GTCR CAPITAL PARTNERS, L.P., as LenderSenior Subordinated Loan Agreement • March 26th, 2004 • GTCR Fund Vii Lp • Services-business services, nec • Illinois
This SENIOR SUBORDINATED LOAN AGREEMENT (this “Agreement”) is made as of April 3, 2001, by and between Transaction Network Services, Inc., a Delaware corporation (the “Company”), as borrower, and GTCR Capital Partners, L.P., a Delaware limited partnership, as lender (the “Lender” or “GTCR Capital”), TNS Holdings, Inc., a Delaware corporation (“Parent”), and TNS Holdings, L.L.C., a Delaware limited liability company (“Holdings”).
UNIT PURCHASE AGREEMENT AMONG TNS HOLDINGS, L.L.C., GTCR FUND VII, L.P., GTCR FUND VII/A, L.P., GTCR CO-INVEST, L.P. AND HELLER FINANCIAL, INC. DATED AS OF APRIL 3, 2001Unit Purchase Agreement • March 26th, 2004 • GTCR Fund Vii Lp • Services-business services, nec • Delaware
This UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of April 3, 2001, between TNS Holdings, L.L.C., a Delaware limited liability company (the “Company”), GTCR Fund VII, L.P., a Delaware limited partnership (“GTCR Fund VII”), GTCR Fund VII/A, L.P., a Delaware limited partnership (“GTCR Fund VII/A”), GTCR Co-Invest, L.P., a Delaware limited partnership (“Co-Invest”), and Heller Financial, Inc., a Delaware corporation (“Heller”) . GTCR Fund VII, GTCR Fund VII/A and Co-Invest are collectively referred to herein as the “GTCR Purchasers” and individually as a “GTCR Purchaser.” The GTCR Purchasers and Heller are collectively referred to herein as the “Purchasers” and individually as a “Purchaser.” Except as otherwise indicated herein, capitalized terms used herein are defined in Section 6 hereof.
SCHEDULE 13D JOINT FILING AGREEMENTJoint Filing Agreement • March 26th, 2004 • GTCR Fund Vii Lp • Services-business services, nec
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.
AMENDMENT NO. 1 TO THE STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 26th, 2004 • GTCR Fund Vii Lp • Services-business services, nec • Delaware
THIS AMENDMENT NO. 1 TO THE STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of March 19, 2004, by and among (i) TNS, Inc., a Delaware corporation formerly known as TNS Holdings, Inc. (the “Company”), (ii) TNS Holdings, L.L.C., a Delaware limited liability company (“Holdings LLC”), and (iii) GTCR Fund VII, L.P., a Delaware limited partnership (“GTCR VII”), GTCR Fund VII/A, L.P., a Delaware limited partnership (“GTCR VII/A”), GTCR Capital Partners, L.P., a Delaware limited partnership (“GTCR Capital”), GTCR Co-Invest, L.P., a Delaware limited partnership (“Co-Invest”) and any other investment fund managed by GTCR Golder Rauner, L.L.C. that at any time acquires securities of the Company and executes a counterpart of the Stock Purchase Agreement (as defined below) or otherwise agrees to be bound by the Stock Purchase Agreement (as defined below) (each, a “GTCR Purchaser” and collectively, the “GTCR Purchasers”).
STOCK PURCHASE AGREEMENT BETWEEN TNS HOLDINGS, INC., AND TNS HOLDINGS, L.L.C. DATED AS OF APRIL 3, 2001Stock Purchase Agreement • March 26th, 2004 • GTCR Fund Vii Lp • Services-business services, nec • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of April 3, 2001, between TNS Holdings, Inc., a Delaware corporation (the “Company”), and TNS Holdings, L.L.C., a Delaware limited liability company (the “Purchaser”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 6 hereof.
DISSOLUTION AGREEMENTDissolution Agreement • March 26th, 2004 • GTCR Fund Vii Lp • Services-business services, nec • Delaware
THIS DISSOLUTION AGREEMENT (the “Agreement”) is made as of March 19, 2004 by and among TNS, Inc., a Delaware corporation (the “Company”), TNS Holdings, L.L.C., a Delaware limited liability company (“Holdings LLC”), the members of Holdings LLC listed on Exhibit A hereto under the heading “Existing Members” (the “Existing Members”) and the members of Dunluce Investors III, L.L.C., a Delaware limited liability company (“Dunluce”) listed on Exhibit A hereto under the heading “Dunluce Members” (the “Dunluce Members” and together with the Existing Members, the “Members”).
