Exhibit
10.5


 


EXECUTION
COPY


 


REGISTRATION
RIGHTS AGREEMENT


 


REGISTRATION RIGHTS
AGREEMENT, dated as of November 5, 2003 (this “Agreement”), by and among
Aegis Communications Group, Inc., a Delaware corporation (the “Company”),
Deutsche Bank AG – London acting through DB Advisors, LLC as investment advisor
(“DB”), Essar Global Limited (“Essar” and collectively with DB, the “Purchasers”)
and 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”), 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, “Questor”), Thayer Equity Investors III,
L.P., a Delaware limited partnership (“Thayer Equity”), TC Co-Investors,
LLC, a Delaware limited liability company (“TC Co-Investors”, and
together with Thayer Equity, “Thayer”), Edward Blank, and The Edward
Blank 1995 Grantor Retained Annuity Trust.


 


WHEREAS, the Purchasers
are purchasing warrants (the “Warrants”) to purchase 527,661,932 shares
of the Company’s common stock, par value $0.01 per share (the “Common Stock”),
and secured promissory notes in the principal amount of $15,887,500 (the “Notes”)
pursuant to that certain Note and Warrant Purchase Agreement dated as of the
date hereof (the “Purchase Agreement”), between the Company and the
Purchasers.


 


NOW, THEREFORE, in
consideration of the premises and the covenants hereinafter contained and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound hereby, it is agreed as
follows:


 


1.                                       Definitions.  (a)  Unless otherwise defined herein, the terms below shall have the
following meanings (such meanings being equally applicable to both the singular
and plural forms of the terms defined):


 


“Affiliate” shall
mean, with respect to any specified Person, any other Person that directly, or
indirectly through one or more intermediaries, Controls, is Controlled by, or
is under common Control with, such specified Person.


 


“Agreement” shall
mean this Registration Rights Agreement, including all amendments,
modifications and supplements and any exhibits or schedules to any of the
foregoing.


 


“Business Day”
shall mean any day that is not a Saturday, a Sunday or a day on which
commercial banks are required or authorized by law to be closed in the State of
New York.


 


“Control”
(including the terms “Controlled by” and “under common Control with”)
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of a Person, whether through the
ownership of voting securities, as trustee or executor, by contract or
otherwise, including, without limitation, the ownership, directly or
indirectly, of securities having the power to elect a majority of the board of
directors or similar body governing the affairs of such Person.


 

















 


“Effective Period”
shall mean the period commencing with the effective date of the Shelf
Registration Statement and ending upon the earlier of (i) the termination of
the registration rights pursuant to Section 5 hereof and (ii) such time
as the Purchasers cease to own any Registrable Securities.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended, and all rules and
regulations promulgated thereunder.


 


“Existing Holders”
shall mean the Existing Stockholders that hold Registrable Securities.


 


“Existing Registrable
Securities” shall mean (a) the shares of Common Stock held by, or issuable
upon conversion of preferred stock to, the Existing Stockholders and (b) any
securities issuable or issued or distributed in respect of any of the Common
Stock identified in clause (a) by way of stock dividend or stock split or in
connection with a combination of shares, recapitalization, reorganization,
merger, consolidation or otherwise.


 


“Existing Stockholders”
shall mean Questor, Thayer, Edward Blank and The Edward Blank 1995 Grantor
Retained Annuity Trust.


 


“Holders” shall
means the Existing Holders and the New Holders.


 


“NASD” shall mean
the National Association of Securities Dealers, Inc., or any successor entity
thereof.


 


“New Holders”
shall mean the Purchasers, and any transferees of the Purchasers to whom
Registrable Securities are permitted to be transferred in accordance with the
terms of this Agreement and the Purchase Agreement, and, in each case, who
continue to be entitled to the rights of a Holder hereunder.


 


“New Registrable
Securities” shall mean (a) the shares of Common Stock issuable upon
exercise of the Warrants and (b) any securities issuable or issued or
distributed in respect of any of the Common Stock identified in clause (a) by
way of stock dividend or stock split or in connection with a combination of
shares, recapitalization, reorganization, merger, consolidation or otherwise.


 


“Person” shall
mean any individual, corporation, partnership, joint venture, firm, trust,
unincorporated organization, government or any agency or political subdivision
thereof or other entity.


 


“Prospectus” shall
mean the Prospectus (including any summary Prospectus, preliminary Prospectus
and any final Prospectus) included in the Registration Statement as amended or
supplemented by any supplement with respect to the terms of the offering of any
portion of the Registrable Securities pursuant to a Demand Registration or
Piggy-Back Registration and by all other amendments and supplements thereto,
including post-effective amendments and any material incorporated by reference
therein.


 


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“Registrable
Securities” shall mean the Existing Registrable Securities and the New
Registrable Securities.  For purposes of
this Agreement, Registrable Securities shall cease to be Registrable Securities
when (i) a Registration Statement covering such Registrable Securities has been
declared effective under the Securities Act by the SEC and such Registrable
Securities have been disposed of pursuant to such effective Registration
Statement or (ii) such Registrable Securities may be sold pursuant to Rule
144(k) of the Securities Act.


 


“Registration
Statement” shall mean the Demand Registration Statement, the Piggy-Back
Registration Statement and/or the Shelf Registration Statement, as the case may
be, including the Prospectus contained therein, any amendments to such
Registration Statement (including post-effective amendments) and all exhibits
and any material incorporated by reference in such Registration Statement.


 


“Securities Act”
shall mean the Securities Act of 1933, as amended, and all rules and
regulations promulgated thereunder.


 


“SEC” shall mean
the Securities and Exchange Commission, or any successor thereto.


 


(b)                                 The following terms have the meanings set
forth in the Section set forth opposite such term:


 


	
  Term

  	
   

  	
  Section

  
	
  Blackout Period

  	
   

  	
  6

  
	
  Common Stock

  	
   

  	
  Recitals

  
	
  Demand for Registration

  	
   

  	
  3(c)

  
	
  Demand Registration

  	
   

  	
  3(a)

  
	
  Demand Registration Statement

  	
   

  	
  3(a)

  
	
  Indemnified Party

  	
   

  	
  10(d)

  
	
  Indemnifying Party

  	
   

  	
  10(d)

  
	
  Maximum Number of Securities

  	
   

  	
  3(b)

  
	
  Notes

  	
   

  	
  Recitals

  
	
  Participating Demand Holders

  	
   

  	
  3(a)

  
	
  Participating Piggy-Back Holders

  	
   

  	
  4(b)

  
	
  Piggy-Back Registration

  	
   

  	
  4(a)

  
	
  Piggy-Back Registration Statement

  	
   

  	
  4(a)

  
	
  Purchase Agreement

  	
   

  	
  Recitals

  
	
  Purchasers

  	
   

  	
  Recitals

  
	
  Shelf Registration Statement

  	
   

  	
  2

  
	
  Warrants

  	
   

  	
  Recitals

  



 


2.                                       Shelf Registration Statement.  If the Company qualifies for use of the
applicable form of registration statement, within 90 days after the date
hereof, the Company shall file with the SEC, and thereafter use its reasonable
best efforts to have declared effective as soon as practicable after the filing
thereof, a “shelf” Registration Statement (a “Shelf Registration Statement”)
on Form S-3 (or any successor form) pursuant to Rule 415 under the Securities
Act or on such other form as may be appropriate under the Securities Act, in
each case, covering the


 


3

















 


resale of all of the New Registrable Securities.  The Company shall, subject to customary
terms and conditions, use its reasonable best efforts to keep the Shelf
Registration Statement continuously effective from the date that such Shelf
Registration Statement is declared effective during the Effective Period to the
extent required to permit the disposition (in accordance with the intended
method or methods thereof, as aforesaid) of the New Registrable Securities so
registered.


 


3.                                       Demand
Registration.


 


(a)                                  After receipt of a written request from one
or more New Holders requesting that the Company effect a registration (a “Demand
Registration”) under the Securities Act covering all or part of the
Registrable Securities which specifies the intended method or methods of
disposition thereof and the number of shares to be registered, the Company
shall promptly notify all Holders in writing of the receipt of such request and
each such Holder, in lieu of exercising its rights under Section 4
hereof, may elect (by written notice sent to the Company within ten (10)
Business Days from the date of such Holder’s receipt of the aforementioned
notice from the Company) to have all or part of such Holder’s Registrable
Securities included in such registration thereof pursuant to this Section 3,
and such Holder shall specify in such notice the number of Registrable
Securities that such Holder elects to include in such registration.  Thereupon, the Company shall, as
expeditiously as is practicable, but in any event no later than thirty (30)
days (excluding any days which occur during a permitted Blackout Period under Section
6 below) after receipt of a written request for a Demand Registration, file
with the SEC and use its reasonable best efforts to cause to be declared
effective a registration statement (a “Demand Registration Statement”)
relating to all shares of Registrable Securities that the Company has been so
requested to register by such Holders (“Participating Demand Holders”)
for sale, to the extent required to permit the disposition (in accordance with
the intended method or methods thereof, as aforesaid) of the Registrable
Securities so registered; provided, however, that the aggregate
value of the Registrable Securities requested to be registered (i) be at least
$2,500,000, based on the closing trading price of the Common Stock on the date
the demand to file such Demand Registration Statement is made, (ii) be at least
25% of the New Registrable Securities initially issuable upon exercise of the
Warrants or (iii) include all Registrable Securities which remain outstanding
at such time.


 


(b)                                 If
the majority-in-interest of the Participating Demand Holders in a Demand
Registration relating to a public offering requests that the offering be
underwritten with a managing underwriter selected in the manner set forth in Section
14 below and such managing underwriter of such Demand Registration advises
the Company in writing that, in its opinion, the number of securities to be
included in such offering is greater than the total number of securities which
can be sold therein without having a material adverse effect on the
distribution of such securities or otherwise having a material adverse effect
on the marketability thereof (the “Maximum Number of Securities”), then
the Company shall include in such Demand Registration the Registrable
Securities that the Participating Demand Holders have requested to be registered
thereunder only to the extent the number of such Registrable Securities does
not exceed the Maximum Number of Securities. 
If such amount exceeds the Maximum Number of Securities, the number of
Registrable Securities included in such Demand Registration shall be allocated first,
among all the New Holders participating in such Demand Registration on a pro
rata basis (based on the number of Registrable Securities requested to be
included in such


 


4

















 


Demand Registration by each New Holder), and, second, to the
Existing Holders on a pro rata basis (based on the number of Registrable
Securities requested to be included in such Demand Registration by each
Existing Holder); provided, however, that in no event may
Registrable Securities held by the Existing Holders be included in such Demand
Registration unless all of the Registrable Securities requested to be included
in the Demand Registration by the New Holders are included in such Demand
Registration.  If the amount of such
Registrable Securities does not exceed the Maximum Number of Securities, the
Company may include in such Demand Registration any other securities of the
Company and other securities held by other security holders of the Company as
the Company may in its discretion determine or be obligated to allow, in an
amount, which together with the Registrable Securities included in such Demand
Registration, shall not exceed the Maximum Number of Securities.


 


(c)                                  New Holders shall be entitled to an aggregate
of four (4) registrations of Registrable Securities pursuant to this Section
3 (each, a “Demand for Registration”) in addition to the Shelf
Registration Statement pursuant to Section 2; provided that a
registration requested pursuant to this Section 3 shall not be deemed to
have been effected for purposes of this Section 3(c) unless (i) it has
been declared effective by the SEC, (ii) it has remained effective for the
period set forth in Section 7(a), (iii) Holders of Registrable
Securities included in such registration have not, prior to the filing of the
relevant Demand Registration Statement, withdrawn sufficient shares from such
registration such that the remaining Holders requesting registration would not
have been able to request registration under the provisions of Section 3,
and (iv) the offering of Registrable Securities pursuant to such registration
is not subject to any stop order, injunction or other order or requirement of
the SEC (other than any such stop order, injunction, or other order or requirement
of the SEC prompted by act or omission of Holders of Registrable Securities); provided,
however, that if the New Holders participating in such Demand
Registration are not able to register and sell at least two-thirds of the New
Registrable Securities requested to be included in a Demand Registration, then
such Demand Registration shall not be counted as one of the five Demands for
Registration provided for pursuant to this Section 3(c).


 


(d)                                 Notwithstanding anything to the contrary
contained herein, the Company shall not be required to prepare and file (i)
more than two (2) Demand Registration Statements in any twelve-month period,
(ii) any Demand Registration Statement within 90 days following the date of
effectiveness of any other Registration Statement or (iii) any Demand
Registration Statement within 90 days following the date of effectiveness of
any other registration statement filed pursuant to any other registration
rights agreement to which the Company is a party or with respect to the sale of
Common Stock by the Company (or such longer period of time as may be specified
in an underwriting agreement relating to such registration statement).


 


4.                                       Piggy-Back
Registration.


 


(a)                                  If the Company proposes to file on its behalf
and/or on behalf of any holder of its securities (other than a Holder of
Registrable Securities) a registration statement under the Securities Act on
any form (other than a registration statement on Form S-4 or S-8 or any
successor form for securities to be offered in a transaction of the type
referred to in Rule 145 under the Securities Act or to employees of the Company
pursuant to any employee benefit plan, respectively) for the registration of
Common Stock (a “Piggy-Back Registration”), it will give


 


5

















 


written notice to all Holders at least twenty (20) days before the
initial filing with the SEC of such registration statement (a “Piggy-Back
Registration Statement”), which notice shall set forth the intended method
of disposition of the securities proposed to be registered by the Company.  The notice shall offer to include in such
filing the aggregate number of shares of Registrable Securities as such Holders
may request.


 


(b)                                 Each Holder desiring to have Registrable
Securities registered under this Section 4 (“Participating Piggy-Back
Holders”) shall advise the Company in writing within ten (10) days after
the date of receipt of such offer from the Company, setting forth the amount of
such Registrable Securities for which registration is requested.  The Company shall thereupon include in such
filing the number or amount of Registrable Securities for which registration is
so requested, subject to paragraph (c) below, and shall use its reasonable best
efforts to effect registration of such Registrable Securities under the
Securities Act.


 


(c)                                  If the Piggy-Back Registration relates to an
underwritten public offering and the managing underwriter of such proposed
public offering advises in writing that, in its opinion, the amount of Registrable
Securities requested to be included in the Piggy-Back Registration in addition
to the securities being registered by the Company would be greater than the
Maximum Number of Securities (having the same meaning as defined in Section
3 but replacing the term “Demand Registration” with “Piggy-Back
Registration”), then:


 


(i)                                     in the event the Company initiated the
Piggy-Back Registration, the Company shall include in such Piggy-Back
Registration, first, the securities the Company proposes to register and,
second, the Registrable Securities of all Participating Piggy-Back
Holders, proposed to be included in such Piggy-Back Registration in an amount
which, together with the securities the Company proposes to register, shall not
exceed the Maximum Number of Securities, such amount to be allocated, first,
to the New Holders requesting Registrable Securities be included in the
Piggy-Back Registration on a pro rata basis (based on the aggregate number of
Registrable Securities requested by such New Holders to be included in the
Piggy-Back Registration Statement) and, second, to the Existing Holders
requesting Registrable Securities be included in the Piggy-Back Registration
Statement on a pro rata basis (based on the aggregate number of Registrable
Securities requested by such Existing Holders to be included in the Piggy-Back
Registration Statement); provided, however, that in no event may
Registrable Securities held by the Existing Holders be included in such
Piggy-Back Registration unless all of the Registrable Securities requested to
be included in such Piggy-Back Registration by the New Holders are included in
such Piggy-Back Registration;


 


(ii)                                  in the event any holder or holders of
securities of the Company initiated the Piggy-Back Registration, the Company shall
include in such Piggy-Back Registration, first, the securities such
initiating security holder or holders propose to register, second, the Registrable Securities of all
Participating Piggy-Back Holders proposed to be included in such Piggy-Back
Registration, in an amount which, together with the securities the initiating
security holder or holders propose to register, shall not exceed the Maximum
Number of Securities, such amount to be allocated among such Participating
Piggy-Back Holders, first, to the New Holders requesting Registrable
Securities be included in the Piggy-Back Registration Statement on a pro rata
basis (based on the


 


6

















 


aggregate
number of Registrable Securities requested by such New Holders to be included
in the Piggy-Back Registration Statement) and, second, to the Existing
Holders requesting Registrable Securities be included in the Piggy-Back
Registration Statement on a pro rata basis (based on the aggregate number of
Registrable Securities requested by such Existing Holders to be included in the
Piggy-Back Registration Statement); provided, however, that in no
event may Registrable Securities held by the Existing Holders be included in
such Piggy-Back Registration unless all of the Registrable Securities requested
to be included in such Piggy-Back Registration by the New Holders are included
in such Piggy-Back Registration.


 


(d)                                 The Company will not hereafter enter into any
agreement, which is inconsistent with the rights of priority provided in
paragraph (c) above.


 


5.                                       Termination of Registration Rights. 
(a)  The registration rights set
forth in Sections 1, 2 and 3 above shall terminate at such time as there cease
to be any Registrable Securities.


 


(b)                                 By
execution hereof, the Company and the Existing Stockholders hereby terminate
all registration rights granted pursuant to (i) the Securities Purchase and
Registration Rights Agreement, dated April 7, 1998, by and between ATC
Communications Group, Inc. and Thayer Equity and (ii) the Series F Senior
Voting Convertible Preferred Stock Purchase and Registration Rights Agreement,
dated August 25, 1999, by and among the Company and the Existing Stockholders.


 


6.                                       Blackout Periods.  The Company shall have the right to delay or
defer the filing or effectiveness of a Registration Statement required pursuant
to Sections 3 and 4 hereof or suspend sales under any Shelf Registration
Statement filed hereunder during no more than three (3) periods aggregating to
not more than 60 days in any twelve-month period (a “Blackout Period”)
in the event that (i) the Company would, in accordance with the advice of its
counsel, be required to disclose in the Prospectus information not otherwise
then required by law to be publicly disclosed and (ii) in the reasonable
judgment of the Company’s Board of Directors, there is a reasonable likelihood
that such disclosure, or any other action to be taken in connection with the
Prospectus, would materially and adversely affect or interfere with any
financing, acquisition, merger, disposition of assets (not in the ordinary
course of business), corporate reorganization or other similar transaction
involving the Company; provided, however, that the Company shall
delay during such Blackout Period the filing or effectiveness of, or suspend
sales under, any Registration Statement required pursuant to the registration
rights of the holders of any other securities of the Company.  The Company shall promptly give the Holders
written notice of such determination containing a general statement of the
reasons for such postponement and an approximation of the anticipated delay.


 


7.                                       Registration Procedures.  Except as otherwise provided herein, if the
Company is required by the provisions of Section 2, 3 or 4 to use its
reasonable best efforts to effect the registration of any of its securities
under the Securities Act, the Company will, as expeditiously as practical:


 


7

















 


(a)                                  prepare and file with the SEC a Registration
Statement with respect to such securities and use its reasonable best efforts
to cause such Registration Statement promptly to become and remain effective
for a period of time required for the disposition of such securities by the
holders thereof but not to exceed 30 days (except with respect to a Shelf
Registration Statement which shall remain effective during the Effective
Period); provided, however, that before filing such Registration
Statement or any amendments or supplements thereto (for purposes of this
subsection, amendments shall not be deemed to include any filing that the
Company is required to make pursuant to the Exchange Act), the Company shall
furnish the representatives of the Holders referred to in Section 7(m)
copies of all documents proposed to be filed, which documents will be subject
to the reasonable review and comment of the representatives’ counsel.  The Company shall not be deemed to have used
its reasonable best efforts to keep a Registration Statement effective during
the applicable period if it voluntarily takes any action that would result in
the Holders of such Registrable Securities not being able to sell such
Registrable Securities during that period, unless such action is undertaken for
a legitimate business purpose and the delay in effectiveness is required under
applicable law;


 


(b)                                 prepare and file with the SEC such amendments
and supplements to such Registration Statement as may be necessary to keep such
Registration Statement effective and to comply with the provisions of the
Securities Act with respect to the sale or other disposition of all securities
covered by such Registration Statement until the earlier of such time as all of
such securities have been disposed of in a public offering or the expiration of
30 days (except with respect to the Shelf Registration Statement, for which
such period shall be the Effective Period);


 


(c)                                  furnish to such Holders such number of
conformed copies of the applicable Registration Statement and each such
amendment and supplement thereto (including in each case all exhibits), and of
any Prospectus in conformity with the requirements of the Securities Act, and
such other documents, as such selling security holders may reasonably request;


 


(d)                                 use its reasonable best efforts to register
or qualify the securities covered by such Registration Statement under such
other securities or blue sky laws of such jurisdictions within the United
States and Puerto Rico as each Holder of such securities shall reasonably
request, to keep such registration or qualification in effect for so long as
such Registration Statement remains in effect, and to take any other action
which may be reasonably necessary to enable such seller to consummate the
disposition in such jurisdictions of the securities owned by such Holder (provided,
however, that the Company shall not be required in connection therewith
or as a condition thereto to qualify to do business, subject itself to taxation
in or to file a general consent to service of process in any jurisdiction
wherein it would not but for the requirements of this paragraph (d) be
obligated to do so; and provided  further that the Company shall
not be required to qualify such Registrable Securities in any jurisdiction in
which the securities regulatory authority requires that any Holder submit any shares
of its Registrable Securities to the terms, provisions and restrictions of any
escrow, lockup or similar agreement(s) for consent to sell Registrable
Securities in such jurisdiction unless such Holder agrees to do so), and do
such other reasonable acts and things as may be required


 


8

















 


of it to enable such Holder to consummate the
disposition in such jurisdiction of the securities covered by such Registration
Statement;


 


(e)                                  furnish, at the request of any Holder
requesting registration of Registrable Securities pursuant to Section 3 or
4, if the method of distribution is by means of an underwriting, on the
date that the shares of Registrable Securities are delivered to the
underwriters for sale pursuant to such registration, or if such Registrable
Securities are not being sold through underwriters, on the date that the
Registration Statement with respect to such shares of Registrable Securities
becomes effective, (1) a signed opinion, dated such date, of the independent
legal counsel representing the Company for the purpose of such registration,
addressed to the underwriters, if any, and if such Registrable Securities are
not being sold through underwriters, then to the Holders making such request,
as to such matters as such underwriters or the Holders holding a majority of
the Registrable Securities included in such registration, as the case may be,
may reasonably request; and (2) letters dated such date and the date the
offering is priced from the independent certified public accountants of the
Company, addressed to the underwriters, if any, and if such Registrable
Securities are not being sold through underwriters, then to the Holders making
such request and, if such accountants refuse to deliver such letters to such
Holders, then to the Company (i) stating that they are independent certified
public accountants within the meaning of the Securities Act and that, in the
opinion of such accountants, the financial statements and other financial data
of the Company included in the Registration Statement comply as to form in all
material respects with the applicable accounting requirements of the Securities
Act and (ii) covering such other financial matters (including information as to
the period ending not more than five (5) Business Days prior to the date of
such letters) with respect to the registration in respect of which such letter
is being given as such underwriters or the Holders holding a majority of the
Registrable Securities included in such registration, as the case may be, may
reasonably request and as would be customary in such a transaction;


 


(f)                                    enter into customary agreements (including,
if the method of distribution is by means of an underwriting, an underwriting
agreement in customary form) and take such other actions as are reasonably
required in order to expedite or facilitate the disposition of such Registrable
Securities;


 


(g)                                 otherwise use its reasonable best efforts to
comply with all applicable rules and regulations of the SEC, and make earnings
statements satisfying the provisions of Section 11(a) of the Securities Act
generally available to the Holders no later than 45 days after the end of any
twelve-month period (or 90 days, if such period is a fiscal year) (i)
commencing at the end of any fiscal quarter in which Registrable Securities are
sold to underwriters in an underwritten public offering, or (ii) if not sold to
underwriters in such an offering, beginning with the first month of the
Company’s first fiscal quarter commencing after the effective date of the
Registration Statement, which statements shall cover said twelve-month periods,
provided that the obligations shall be satisfied by the timely filing of
quarterly and annual reports on Forms 10-Q and 10-K under the Exchange Act;


 


9

















 


(h)                                 use its reasonable best efforts to cause all
such Registrable Securities to be listed on each securities exchange or
quotation system on which similar securities issued by the Company are listed
or traded;


 


(i)                                     give written notice to the Holders:


 


(i)                                     when such Registration Statement or any
amendment thereto has been filed with the SEC and when such Registration
Statement or any post-effective amendment thereto has become effective;


 


(ii)                                  of any request by the SEC for amendments or
supplements to such Registration Statement or for additional information;


 


(iii)                               of the issuance by the SEC of any stop order
suspending the effectiveness of such Registration Statement or the initiation
of any proceedings for that purpose;


 


(iv)                              of the receipt by the Company or its legal
counsel of any notification with respect to the suspension of the qualification
of the Common Stock for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose; and


 


(v)                                 of the existence of any fact that results
in:  (A) the Registration Statement
containing an untrue statement of a material fact or omitting to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading; and (B) the Prospectus containing an untrue statement
of a material fact or omitting to state a material fact necessary in order to
make the statements therein not misleading (which notice shall be accompanied
by an instruction to suspend the use of the Prospectus until the requisite
changes have been made);


 


(j)                                     use its reasonable best efforts to prevent
the issuance or obtain the withdrawal of any order suspending the effectiveness
of such Registration Statement at the earliest possible time;


 


(k)                                  furnish to each Holder, without charge, at
least one copy of such Registration Statement and any post-effective amendment
thereto, including financial statements and schedules, and, if the Holder so
requests in writing, all exhibits (including those, if any, incorporated by
reference);


 


(l)                                     upon the occurrence of any event contemplated
by Section 7(i)(v) above, promptly prepare a post-effective amendment to
such Registration Statement or a supplement to the related Prospectus or file
any other required document so that, as thereafter delivered to the Holders,
the Prospectus will not contain an untrue statement of a material fact or omit
to state any material fact necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading.  If the Company notifies the Holders in
accordance with Section 7(i)(v) above to suspend the use of the
Prospectus until the requisite changes to the Prospectus have been made, then


 


10

















 


the
Holders shall suspend use of such Prospectus and use their reasonable best
efforts to return to the Company all copies of such Prospectus (at the
Company’s expense) other than permanent file copies then in such Holder’s
possession, and the period of effectiveness of such Registration Statement
provided for above shall be extended by the number of days from and including
the date of the giving of such notice to the date Holders shall have received
such amended or supplemented Prospectus pursuant to this Section 7(l);


 


(m)                               make reasonably available for inspection by
representatives of the Holders, any underwriter participating in any
disposition pursuant to such Registration Statement and any attorney,
accountant or other agent retained by such representative or any such
underwriter all relevant financial and other records, pertinent corporate
documents and properties of the Company and cause the Company’s officers,
directors and employees to supply all relevant information reasonably requested
by such representative or any such underwriter, attorney, accountant or agent
in connection with the registration; and


 


(n)                                 use its reasonable best efforts to procure
the cooperation of the Company’s transfer agent in settling any offering or
sale of Registrable Securities, including with respect to the transfer of
physical stock certificates into book-entry form in accordance with any
procedures reasonably requested by the Holders or the underwriters.


 


It shall be a condition
precedent to the obligation of the Company to take any action pursuant to this
Agreement in respect of the Registrable Securities which are to be registered
at the request of any Holder that such Holder shall furnish to the Company
within ten days of the Company’s request such information regarding the
Registrable Securities held by such Holder and the intended method of
disposition thereof as the Company shall reasonably request and as shall be
required in connection with the action taken by the Company.


 


8.                                       Expenses.  All expenses incurred in connection with
each registration pursuant to Sections 2, 3 and 4 of this Agreement,
excluding underwriters’ discounts and commissions, but including without
limitation all registration, filing and qualification fees, word processing,
duplicating, printers’ and accounting fees (including the expenses of any
special audits or “comfort” letters required by or incidental to such
performance and compliance), fees of the NASD or listing fees, messenger and
delivery expenses, all fees and expenses of complying with state securities or
blue sky laws, fees and disbursements of counsel for the Company and the
reasonable fees and disbursements of one counsel for the selling Holders (which
counsel shall be selected by the Holders holding a majority in interest of the
Registrable Securities being registered), shall be paid by the Company.


 


9.                                       Rule
144 Information.


 


(a)                                  At
all times after ninety (90) days after any Registration Statement covering
securities of the Company shall have become effective, the Company agrees to:


 


(i)                                     make and keep public information available,
as those terms are understood and defined in Rule 144 under the Securities Act;
and


 


11

















 


(ii)                                  use its best efforts to file with the SEC in
a timely manner all reports and other documents required of the Company under
the Securities Act and the Exchange Act.


 


(b)                                 At all times during which the Company is
neither subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act, nor exempt from reporting pursuant to Rule 12g3-2(b) under the
Exchange Act, it will provide, upon the written request of any Holder of
Registrable Securities in written form (as promptly as practicable and in any
event within 15 Business Days), to any prospective buyer of such stock
designated by such Holder, all information required by Rule 144A(d)(4)(i) of
the General Regulations promulgated by the SEC under the Securities Act.


 


10.                                 Indemnification
and Contribution.


 


(a)                                  The Company shall indemnify and hold harmless
each Holder, such Holder’s directors and officers, each person who participates
in the offering of such Registrable Securities, including underwriters (as
defined in the Securities Act), and each person, if any, who controls such
Holder or participating person within the meaning of the Securities Act,
against any losses, claims, damages or liabilities, joint or several, to which
they may become subject under the Securities Act or otherwise, insofar as such
losses, claims, damages or liabilities (or proceedings in respect thereof)
arise out of or are based on any untrue or alleged untrue statement of any
material fact contained in such registration statement on the effective date
thereof (including any Prospectus filed under Rule 424 under the Securities Act
or any amendments or supplements thereto) or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
shall reimburse each such Holder, such Holder’s directors and officers, such
participating person or controlling person for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however,
that the Company shall not be liable to any Holder, such Holder’s directors and
officers, participating person or controlling person in any such case for any
such loss, claim, damage, liability or action to the extent that it arises out of
or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in connection with such registration statement,
preliminary prospectus, final prospectus or amendments or supplements thereto,
in reliance upon and in conformity with written information furnished expressly
for use in connection with such registration by any such Holder, such Holder’s
directors and officers, participating person or controlling person.  Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of any such
Holder, such Holder’s directors and officers, participating person or
controlling person, and shall survive the transfer of such securities by such
Holder.


 


(b)                                 Each Holder requesting or joining in a
registration severally and not jointly shall indemnify and hold harmless the
Company, each of its directors and officers, each person, if any, who controls
the Company within the meaning of the Securities Act, and each agent and any
underwriter for the Company (within the meaning of the Securities Act) against
any losses, claims, damages or liabilities, joint or several, to which the
Company or any such director, officer, controlling person, agent or underwriter
may become subject, under the Securities Act or otherwise, insofar as such
losses, claims, damages or liabilities (or proceedings


 


12

















 


in respect thereof) arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in such registration
statement on the effective date thereof (including any Prospectus filed under
Rule 424 under the Securities Act or any amendments or supplements thereto) or
arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or alleged
omission was made in such registration statement, preliminary or final
prospectus, or amendments or supplements thereto, in reliance upon and in
conformity with written information furnished by or on behalf of such Holder
expressly for use in connection with such registration; and each such Holder
shall reimburse any legal or other expenses reasonably incurred by the Company
or any such director, officer, controlling Person, agent or underwriter in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the liability of
each Holder hereunder shall be limited to the aggregate net proceeds received
by such Holder in connection with any such registration under the Securities
Act.


 


(c)                                  If the indemnification provided for in this Section
10 from the indemnifying party is unavailable to an indemnified party
hereunder in respect of any losses, claims, damages, liabilities or expenses
referred to therein, then the indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages, liabilities or
expenses in such proportion as is appropriate to reflect the relative fault of
the indemnifying party and indemnified parties in connection with the actions
which resulted in such losses, claims, damages, liabilities or expenses, as
well as any other relevant equitable considerations.  The relative fault of such indemnifying party and indemnified
parties shall be determined by reference to, among other things, whether any
action in question, including any untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact, has
been made by, or relates to information supplied by, such indemnifying party or
indemnified parties, and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such action.  The amount paid or payable by a party as a
result of the losses, claims, damages, liabilities and expenses referred to
above shall be deemed to include any legal or other fees or expenses reasonably
incurred by such party in connection with any investigation or proceeding.  If the allocation provided in this paragraph
(c) is not permitted by applicable law, the parties shall contribute based upon
the relevant benefits received by the Company from the initial offering of the
Registrable Securities on the one hand and the net proceeds received by the
Holders from the sale of Registrable Securities on the other.


 


The parties hereto agree
that it would not be just and equitable if contribution pursuant to this Section
10(c) were determined by pro rata  allocation
or by any other method of allocation which does not take account of the
equitable considerations referred to in the immediately preceding
paragraph.  No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation.


 


(d)                                 Any Person entitled to indemnification
hereunder (the “Indemnified Party”) agrees to give prompt written notice
to the indemnifying party (the “Indemnifying Party”) after the receipt
by the Indemnified Party of any written notice of the commencement of


 


13

















 


any action, suit, proceeding or investigation or threat thereof made in
writing for which the Indemnified Party intends to claim indemnification or contribution
pursuant to this Agreement; provided that the failure so to notify the
Indemnified Party shall not relieve the Indemnifying Party of any liability
that it may have to the Indemnifying Party hereunder unless such failure is
materially prejudicial to the Indemnifying Party.  If notice of commencement of any such action is given to the
Indemnifying Party as provided above, the Indemnifying Party shall be entitled
to participate in and, to the extent it may wish, to assume the defense of such
action at its own expense, with counsel chosen by it and reasonably
satisfactory to such Indemnified Party. 
The Indemnified Party shall have the right to employ separate counsel in
any such action and participate in the defense thereof, but the fees and
expenses of such counsel shall be paid by the Indemnified Party unless (i) the
Indemnifying Party agrees to pay the same, (ii) the Indemnifying Party fails to
assume the defense of such action, or (iii) the named parties to any such
action (including any impleaded parties) have been advised by such counsel that
either (A) representation of such Indemnified Party and the Indemnifying Party
by the same counsel would be inappropriate under applicable standards of
professional conduct or (B) there are one or more legal defenses available to
it which are substantially different from or additional to those available to
the Indemnifying Party.  No Indemnifying
Party shall be liable for any settlement entered into without its written consent,
which consent shall not be unreasonably withheld.


 


(e)                                  The agreements contained in this Section
10 shall survive the transfer of the Registration Statement and shall
remain in full force and effect, regardless of any investigation made by or on
behalf of any Holder or such director, officer or participating or controlling
Person.


 


11.                                 Certain Additional Limitations on
Registration Rights. 
Notwithstanding the other provisions of this Agreement, the Company
shall not be obligated to register the Registrable Securities of any Holder (i)
if such Holder or any underwriter of such Registrable Securities shall fail to
furnish to the Company necessary information in respect of the distribution of
such Registrable Securities, or (ii) if such registration involves an
underwritten offering, such Registrable Securities are not included in such
underwritten offering on the same terms and conditions as shall be applicable
to the other securities being sold through underwriters in the registration or
such Holder fails to enter into an underwriting agreement in customary form
with the underwriter or underwriters selected for such underwritten offering.


 


12.                                 Limitations on Registration of Other
Securities; Representation. 
From and after the date of this Agreement, the Company shall not,
without the prior written consent of a majority-in-interest of the Holders,
enter into any agreement with any holder or prospective holder of any
securities of the Company giving such holder or prospective holder any
registration rights the terms of which are as or more favorable taken as a
whole than the registration rights granted to the Holders hereunder unless the
Company shall also give such rights to the Holders hereunder.


 


13.                                 No Inconsistent Agreements.  The Company will not hereafter enter into
any agreement, with respect to its securities, which is inconsistent in any
material respects with the rights granted to the Holders in this Agreement.


 


14

















 


14.                                 Selection of Managing Underwriters.  In the event the Participating Demand
Holders have requested an underwritten offering, the underwriter or
underwriters shall be selected by the Holders of a majority of the Registrable
Securities proposed to be sold in such Demand Registration and shall be
approved by the Company, which approval shall not be unreasonably withheld or
delayed, provided (i) that all of the representations and warranties by,
and the other agreements on the part of, the Company to and for the benefit of
such underwriters shall also be made to and for the benefit of such Holders of
Registrable Securities, (ii) that any or all of the conditions precedent to the
obligations of such underwriters under such underwriting agreement shall be
conditions precedent to the obligations of such Holders of Registrable Securities,
and (iii) that no Holder shall be required to make any representations or
warranties to or agreements with the Company or the underwriters other than
representations, warranties or agreements regarding such Holder, the
Registrable Securities of such Holder and such Holder’s intended method of
distribution and any other representations required by law or reasonably
required by the lead underwriter. 
Subject to the foregoing, all Holders proposing to distribute Registrable
Securities through such underwritten offering shall enter into an underwriting
agreement in customary form with the underwriter or underwriters.  Subject to the provisions of Section 9(b),
if any Holder of Registrable Securities disapproves of the terms of the
underwriting, such Holder may elect to withdraw all its Registrable Securities
by written notice to the Company, the managing underwriter and the other
Holders participating in such registration. 
The securities so withdrawn shall also be withdrawn from registration.


 


15.                                 Miscellaneous.


 


(a)                                  Specific Performance.  The
parties hereto agree that irreparable damage would occur in the event any
provision of the Agreement was not performed in accordance with the terms
hereof and that the parties hereto shall be entitled to specific performance of
the terms hereof, in addition to any other remedy at law or in equity.


 


(b)                                 Amendments; Waivers. 
(i)  This Agreement may be
amended, modified or supplemented by a written instrument signed by the Company
and a majority in interest of the New Holders; provided, however,
that no amendment, modification or supplement may materially and adversely
affect any other Holder without such Holder’s written consent.  The Company shall notify all Holders
promptly after any such amendment, modification or supplement shall have taken
effect.


 


(ii)                                  No failure or delay by any party in
exercising any right, power or privilege hereunder (other than a failure or
delay beyond a period of time specified herein) shall operate as a waiver
thereof and no single or partial exercise thereof shall preclude any other or
further exercise thereof or the exercise of any other right, power or
privilege.


 


(c)                                  Notice Generally.  All
notices, request, claims, demands and other communications hereunder shall be
in writing and shall be given (and shall be deemed to have been duly given upon
receipt) by delivery in person, by courier service, by fax or by registered or
certified mail (postage prepaid, return receipt requested) to the respective
parties at the following addresses:


 


15

















 


(i)                                     If to any Holder, at its last known address
appearing on the books of the Company maintained for such purpose.


 


(ii)                                  If to the Company, at:


 


Aegis Communications
Group, Inc.


7880 Bent Branch Drive


Suite 150


Irving, Texas  75063


Attn:  Herman M. Schwarz


Facsimile:  (678) 433-6502


 


with a copy to:


 


Hughes & Luce, LLP


1717 Main Street


Suite 2800


Dallas, Texas  75201


Attn:  David G. Luther


Facsimile:  (214) 939-5849


 


or at such other address
as may be substituted by notice given as herein provided.


 


(d)                                 Successors and Assigns; Third Party
Beneficiaries.  This Agreement shall inure to the benefit of
and be binding upon the successors and permitted assigns of the parties hereto
as hereinafter provided.  The registration
rights of any Holder with respect to any Registrable Securities shall be
transferred to any Person who is the transferee of such Registrable
Securities.  All of the obligations of
the Company hereunder shall survive any such transfer.  Except as provided in Sections 3, 4 and
10, no Person other than the parties hereto and their successors and
permitted assigns is intended to be a beneficiary of this Agreement.


 


(e)                                  Headings.  The headings and subheadings
in this Agreement are included for convenience and identification only and are
in no way intended to describe, interpret, define or limit the scope, extent or
intent of this Agreement or any provision hereof.


 


(f)                                    Governing Law; Jurisdiction. 
This Agreement shall be governed by, and construed in accordance with,
the laws of the State of New York.


 


(i)                                     Any claim, action, suit or proceeding seeking
to enforce any provision of, or based on any matter arising out of or in
connection with, this Agreement or the transactions contemplated hereby may be
heard and determined in any New York state or federal court sitting in The City
of New York, County of Manhattan, and each of the parties hereto hereby
consents to the exclusive jurisdiction of such courts (and of the appropriate
appellate courts therefrom in any such claim, action, suit or proceeding) and
irrevocably waives, to the fullest extent permitted by law, any objection that
it may now or hereafter have to the laying of venue of any such claim, action,
suit or proceeding in any such court or that any such claim, action, suit or
proceeding that is brought in any such court has been brought in an
inconvenient forum.


 


16

















 


(ii)                                  Subject to applicable law, process in any
such claim, action, suit or proceeding may be served on any party anywhere in
the world, whether within or without the jurisdiction of any such court.  Without limiting the foregoing and subject
to applicable law, each party agrees that service of process on such party as
provided in Section 15(c) shall be deemed effective service of process
on such party.  Nothing herein shall
affect the right of any party to serve legal process in any other manner
permitted by law or at equity.  WITH
RESPECT TO ANY SUCH CLAIM, ACTION, SUIT OR PROCEEDING IN ANY SUCH COURT, EACH
OF THE PARTIES IRREVOCABLY WAIVES AND RELEASES TO THE OTHER ITS RIGHT TO A
TRIAL BY JURY, AND AGREES THAT IT WILL NOT SEEK A TRIAL BY JURY IN ANY SUCH
PROCEEDING.


 


(g)                                 Severability.  If,
at any time, any provision hereof is or becomes illegal, invalid or
unenforceable in any respect under the law of any jurisdiction, neither the
legality, validity or enforceability of the remaining provisions hereof nor the
legality, validity or enforceability of such provision under the law of any
other jurisdiction shall in any way be affected or impaired thereby.


 


(h)                                 Entire Agreement. 
This Agreement, the Purchase Agreement, the Notes and the Warrants
constitute the entire agreement among the parties hereto pertaining to the
subject matter hereof and supersedes all prior agreements and understandings
pertaining thereto.


 


(i)                                     Cumulative Remedies.  The
rights and remedies provided by this Agreement are cumulative and the use of
any one right or remedy by any party shall not preclude or waive its right to
use any or all other remedies.  Such
rights and remedies are given in addition to any other rights the parties may
have by law, statute, ordinance or otherwise.


 


(j)                                     Counterparts. 
This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.


 


[Signature
appears on next page]


 


17

















 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first above written.


 


	
   

  	
  AEGIS COMMUNICATIONS
  GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Herman M. Schwarz

  	
   

  
	
   

  	
   

  	
  Name:  Herman M. Schwarz

  
	
   

  	
   

  	
  Title:  President and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK AG –
  LONDON,

  BY DB ADVISORS, LLC AS INVESTMENT ADVISOR

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Glen MacMullin

  	
   

  
	
   

  	
   

  	
  Name:  Glen MacMullin

  
	
   

  	
   

  	
  Title:  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul Bigler

  	
   

  
	
   

  	
   

  	
  Name:  Paul Bigler

  
	
   

  	
   

  	
  Title:  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ESSAR GLOBAL LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Madhu S. Vuppuluri

  	
   

  
	
   

  	
   

  	
  Name:  Madhu S. Vuppuluri

  
	
   

  	
   

  	
  Title:  Executive Director

  



 


18

















 


	
   

  	
  QUESTOR:

  
	
   

  	
  QUESTOR PARTNERS FUND
  II, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dean Anderson

  	
   

  
	
   

  	
   

  	
   Name:  Questor General Partner II, L.P.,

  
	
   

  	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   Title:  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dean Anderson

  	
   

  
	
   

  	
   

  	
   Name:  Questor Principals II, Inc.,

  
	
   

  	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   Title:  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  QUESTOR SIDE-BY-SIDE
  PARTNERS II, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dean Anderson

  	
   

  
	
   

  	
   

  	
   Name:  Questor Principals II, Inc.

  
	
   

  	
   

  	
   Title:  Managing Director

  
	
   

  	
   

  
	
   

  	
  QUESTOR SIDE-BY-SIDE
  PARTNERS II 3(C)(1), L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dean Anderson

  	
   

  
	
   

  	
   

  	
   Name:  Questor Principals II, Inc.

  
	
   

  	
   

  	
   Title:  Managing Director

  
					



 


19

















 


	
   

  	
  TC CO-INVESTORS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher M.
  Temple

  	
   

  
	
   

  	
   

  	
   Name:

  	
  TC Management Partners,
  LLC

  a Delaware limited liability company, its General Partner

  
	
   

  	
   

  	
   Title:  An Authorized Officer

  
	
   

  	
   

  	
   Name:  Christopher M. Temple

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THAYER EQUITY INVESTORS
  III, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Christopher M.
  Temple

  	
   

  
	
   

  	
   

  	
   Name:

  	
  TC Equity Partners, LLC

  a Delaware limited liability company, its General Partner

  
	
   

  	
   

  	
   Title:  An Authorized Officer

  
	
   

  	
   

  	
   Name:  Christopher M. Temple

  
					



 


20

















 


	
   

  	
  EDWARD BLANK

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward Blank

  	
   

  
	
   

  	
   

  	
   Name:  Edward Blank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE EDWARD BLANK 1995
  GRANTOR RETAINED ANNUITY TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Allen B. Levithan

  	
   

  
	
   

  	
   

  	
   Name:  Allen B. Levithan

  
	
   

  	
   

  	
   Title:  Trustee

  
					



 


21