Exhibit 10.6


 


EXECUTION COPY


 


 


STOCKHOLDERS
AGREEMENT


 


By and Among


 


AEGIS
COMMUNICATIONS GROUP, INC.,


 


CERTAIN
STOCKHOLDERS


 


As Identified
herein,


 


DEUTSCHE BANK
AG – LONDON Acting Through

DB ADVISORS, LLC As Investment Advisor,


 


AND


 


ESSAR GLOBAL
LIMITED


 


Dated as
of November 5, 2003


 

















 


TABLE OF CONTENTS


 


	
  1.

  	
   

  	
  SALES
  TO THIRD PARTIES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.1

  	
  SALES TO THIRD PARTIES

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.2

  	
  RIGHT OF
  FIRST OFFER

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.3

  	
  INVOLUNTARY
  TRANSFERS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  ELECTION
  OF DIRECTORS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.1

  	
  BOARD MAKE-UP

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.2

  	
  IRREVOCABLE PROXY

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.3

  	
  MAJOR DECISIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  STOCK
  CERTIFICATE LEGEND

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  COVENANTS;
  REPRESENTATIONS AND WARRANTIES

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.1

  	
  NO OTHER
  ARRANGEMENTS OR AGREEMENTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.2

  	
  ADDITIONAL
  REPRESENTATIONS AND WARRANTIES

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.3

  	
  AFFILIATE
  TRANSACTIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.4

  	
  PREFERRED STOCK CONVERSION

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  AMENDMENT AND MODIFICATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  PARTIES

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6.1

  	
  ASSIGNMENT
  BY THE COMPANY

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6.2

  	
  ASSIGNMENT
  GENERALLY

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6.3

  	
  TERMINATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6.4

  	
  AGREEMENTS
  TO BE BOUND

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  RECAPITALIZATIONS,
  EXCHANGES, ETC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  FURTHER
  ASSURANCES

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  GOVERNING LAW

  	
   

  



 


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  10.

  	
   

  	
  INVALIDITY
  OF PROVISION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  WAIVER

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  NOTICES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  HEADINGS; EXECUTION
  IN COUNTERPART

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
   

  	
  COUNTERPARTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
   

  	
  ENTIRE AGREEMENT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
   

  	
  INJUNCTIVE RELIEF

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
   

  	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
   

  	
  DEFINED TERMS

  	
   

  



 


ii

















 


This
STOCKHOLDERS AGREEMENT (this “Agreement”), is made effective as of
November 5, 2003, by and among Aegis Communications Group, Inc., a Delaware
corporation (the “Company”), 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” and
together with Questor, the “Existing Stockholders”), Deutsche Bank AG –
London acting through DB
Advisors, LLC as investment advisor (“DB”) and Essar Global
Limited (“Essar”) (DB and Essar, collectively, the “New Stockholders”).  The Existing Stockholders and New
Stockholders are herein referred to collectively as the “Stockholders.”  Capitalized terms used herein without
definition are defined in Section 18.


 


The
parties hereto agree as follows:


 


1.               SALES TO THIRD
PARTIES.


 


1.1        SALES
TO THIRD PARTIES.  Any Stockholder
may Transfer all or a portion of its Equity Securities to a third party, provided
that such Transfer is made in compliance with the provisions of Section 1.2
(Right of First Offer) and Section 6.4 (Agreements to Be Bound).  Any Stockholder may Transfer all or a
portion of its Equity Securities to an Affiliate, provided that such
Transfer is made in compliance with Section 6.4 (Agreements to Be Bound).  For the purposes of Section 1.2, a Transfer
to a “third party” shall not include a Transfer to any New Stockholders
Assignee or Existing Stockholders Assignee or a Transfer in a Public Sale (it
being understood that there shall be no restriction on any Transfer in a Public
Sale).


 


1.2        RIGHT
OF FIRST OFFER.  (a)  PROCEDURE. 
If any Existing Stockholder (the “Selling Stockholder”) desires
to Transfer any Equity Securities (other than any Transfers referred to in the
second or final sentence of Section 1.1), then prior to Transferring such
Equity Securities to any third party or parties, the Selling Stockholder shall
deliver to each of the New Stockholders a letter (the “Sale Notice”)
signed by it setting forth:


 


(i)                                     the
number of Equity Securities such Selling Stockholder wishes to Transfer;


 


(ii)                                  the
material terms and conditions on which such Selling Stockholder wishes to
Transfer such shares, including, without limitation, the purchase price per
security of Equity Securities; and


 


(iii)                               such
Selling Stockholder’s offer (irrevocable by its terms for 15 days following
receipt) to Transfer to the New Stockholders all (but not less than all) of
such Equity Securities, for a purchase price and on the other terms and
conditions set forth in subparagraph (ii) of this Section 1.2(a).


 


Within
15 days of receipt of the Sale Notice, the New Stockholders may agree to
purchase in the aggregate all of the Equity Securities covered by the Sale Notice,
and


 

















 


(A) individually, that portion of such Equity Securities offered by the
Selling Stockholder equal to their pro rata interest in the Company relative to
each other (based on the percentage of outstanding Common Stock Equivalents
owned by each of them on the date of the Sale Notice), (B) such other portion
of such Equity Securities as the New Stockholders may agree upon or (C) in the
event either of the New Stockholders does not exercise such right, all of the
Equity Securities offered to such declining New Stockholder by the Selling
Stockholder in amounts determined pursuant to subclause (A) or (B) above
without regard to such declining New Stockholders, by delivering written notice
to such effect to the Selling Stockholder setting forth closing arrangements
and a closing date not less than 30 nor more than 90 days following the
delivery of such notice (or such later date as is necessary to obtain all
requisite governmental and regulatory approvals and consents).


 


(b)         EFFECTING SALES.  If, upon the expiration of 15 days following
receipt by the New Stockholders of the Sale Notice, none of the New
Stockholders shall have agreed to purchase all of the Equity Securities covered
by the Sale Notice, the Selling Stockholder may sell to a third party or
parties all, but not less than all, of the Equity Securities covered by the
Sale Notice for at least 95% of the price and upon substantially the same other
terms and conditions as contained in the Sale Notice; provided that the
Selling Stockholder and the third party execute a binding purchase agreement
(subject to customary closing conditions) within 90 days after the expiration
of such 15 day period and consummate the closing thereunder within 120 days (or
such later date as is necessary to obtain all requisite governmental and
regulatory approvals and consents) from the execution of the binding purchase
agreement.  If the New Stockholders
shall have agreed to purchase the Equity Securities covered by the Sale Notice,
then the sale of such Equity Securities shall be consummated as soon as
practicable after the delivery of a notice of acceptance by the Selling
Stockholder, but in any event within 90 days of the delivery of the Sale Notice
(or such later date as is necessary to obtain all requisite governmental and
regulatory approvals and consents).  The
New Stockholders shall have the right to assign to one or more New Stockholders
Assignees all or any of their rights to purchase Equity Securities pursuant to
this Section 1.2.


 


(c)          Notwithstanding anything
to the contrary herein, the rights granted to and obligations imposed on the
New Stockholders and the New Stockholders Assignees, on the one hand, and the
Existing Stockholders and the Existing Stockholders Assignees, on the other
hand, pursuant to this Section 1.2 shall terminate upon the third anniversary
of the date of this Agreement.


 


(d)         This Section 1.2 shall
apply mutatis  mutandis hereto, as if one New
Stockholder, on the one hand, and the other New Stockholder, on the other hand,
were the Selling Stockholder and the New Stockholders, respectively; provided,
that for the avoidance of doubt, the New Stockholder that is a Selling
Stockholder shall be deemed to have declined its own offer for purposes of
Section 1.2(a).


 


1.3        INVOLUNTARY TRANSFERS.  Any transfer of title or beneficial ownership of Equity
Securities upon default, foreclosure, forfeit, divorce, court order or
otherwise than by a voluntary decision on the part of a Stockholder (each, an “Involuntary
Transfer”) shall be void unless the Stockholder complies with this Section
1.3 and enables the Company to exercise in full its rights hereunder.  Upon any Involuntary Transfer, the Company


 


2

















 


shall have the right to purchase such Equity Securities pursuant to
this Section 1.3 and the person or entity to whom such Equity Securities have
been Transferred (the “Involuntary Transferee”) shall have the
obligation to sell such Equity Securities in accordance with this Section
1.3.  Upon the Involuntary Transfer of
any Equity Securities, such Stockholder shall promptly (but in no event later
than two days after such Involuntary Transfer) furnish written notice (the “Notice”)
to the Company indicating that the Involuntary Transfer has occurred,
specifying the name of the Involuntary Transferee, giving a detailed
description of the circumstances giving rise to, and stating the legal basis
for, the Involuntary Transfer.  Upon the
receipt of the Notice, and for 60 days thereafter, the Company shall have the
right to purchase, and upon exercise of such right the Involuntary Transferee
shall have the obligation to sell, all (but not less than all) of the Equity
Securities acquired by the Involuntary Transferee for a purchase price equal to
the Market Value of such Equity Securities.


 


2.               ELECTION OF
DIRECTORS.


 


2.1        BOARD
MAKE-UP.  (a)  Each Stockholder agrees that from and after
the Closing such Stockholder will use his, her or its best efforts to nominate
and elect and will vote all of the Equity Securities owned or held of record by
him, her or it that have voting rights to elect and, thereafter for such
period, to continue in office a Board consisting of ten members, three of whom
shall be designated by DB (the “DB Designees”), three of whom shall be
designated by Essar (the “Essar Designees”), one of whom shall be the
President and Chief Executive Officer  and
three of whom shall be independent of DB, Essar and the Company.  The persons designated pursuant to this
Section 2.1 by DB and Essar may be changed from time to time by DB and Essar,
respectively.  If the directors are to
be elected in staggered terms, the number of nominees designated by DB and
Essar for each such term shall equal the total number of DB Designees or Essar
Designees, respectively, divided by the number of such terms and rounded up to
the nearest whole number.


 


(b)         The number of DB Designees and Essar Designees
will be subject to reduction as provided in this Section 2.1(b).  With respect to DB or Essar, respectively,
upon the occurrence of (i) the First Break Point with respect to DB or Essar,
as the case may be, the number of DB Designees or Essar Designees,
respectively, will be reduced to two such designees, (ii) the Second Break
Point with respect to DB or Essar, as the case may be, the number of DB
Designees or Essar Designees, respectively, will be reduced to one such
designee and (iii) the Third Break Point with respect to DB or Essar, as the
case may be, the number of DB Designees or Essar Designees, respectively, will
be reduced to zero such designees.  As
soon as practicable after the occurrence of any reduction in the number of DB
Designees or Essar Designees, respectively, pursuant to clauses (i), (ii) or
(iii) in the immediately preceding sentence, DB or Essar, respectively, shall use
reasonable best efforts to cause the resignation of the number of DB
Designee(s) or Essar Designee(s), respectively, in excess of the number of DB
Designees or Essar Designees, respectively, that it is entitled to designate
pursuant to this Section 2.1(b).  For
the avoidance of doubt, except as explicitly indicated in this Section 2.1(b),
Section 2.1(a) shall remain in full force, including the obligations of each
party to vote for the directors that such other party is entitled to designate.


 


2.2        IRREVOCABLE
PROXY.  In order to effectuate
Section 2.1 and, in addition to and not in lieu of Section 2.1, each
Stockholder hereby grants to the Secretary of the


 


3

















 


Company then in office an irrevocable proxy solely for the purpose of
voting all of the Equity Securities that have voting rights and owned by the
grantor of the proxy for the election of directors nominated only in accordance
with Section 2.1.


 


2.3        MAJOR
DECISIONS.  (a)  Each Stockholder agrees that from and after
the Closing such Stockholder will use his, her or its best efforts, and, where
applicable, will vote all of the Equity Securities owned or held of record by
him, her or it that have voting rights, to cause the By-laws of the Company to
require that (i) at all meetings of the Board a majority of the number of
directors shall constitute a quorum for the transaction of business; provided
that such majority of directors include at least one independent director (so
long as there is more than one independent director serving on the board), at
least one DB Designee and at least one Essar Designee unless and until the
Third Break Point occurs with respect to DB or Essar, as the case may be, (ii)
any committee of the Board be constituted so that the number of DB Designees
and Essar Designees on any such committee be as nearly as possible in the same
proportion as the number of DB Designees and Essar Designees on the entire
Board unless prohibited by applicable law or listing standards; provided
that any committee of the Board shall at all times have a minimum of one DB
Designee and one Essar Designee, unless and until the Third Break Point occurs
with respect to DB or Essar, as the case may be and (iii) any Major Decision
(as defined below) be approved by the affirmative vote of not less than
three-fourths of the directors then serving on the Board; provided that,
unless and until the First Break Point occurs, such Major Decision also be
approved by each of at least one DB Designee and at least one Essar Designee.


 


(b)         The term “Major
Decision” means any decision by the Board with respect to any of the
following matters:


 


(i)                                     issuing
any shares or any security, including any indebtedness, convertible into
shares, or any other form of equity in the Company or any subsidiary of the
Company, other than (A) granting options to directors or employees of the
Company pursuant to any incentive or other benefit plan adopted by the Board,
(B) issuing shares of Common Stock pursuant to the exercise of such options or any
other securities outstanding on the date hereof and (C) issuing shares of
Common Stock or any security, including any indebtedness, convertible into
shares of Common Stock, or any other form of equity in the Company, in one or
more offerings (excluding any issuances referred to in (A) or (B) above);


 


(ii)                                  adoption
of any stock-based employee benefit plan;


 


(iii)                               incurring
indebtedness or entering into guarantees for borrowed money (excluding trade
payables incurred in the ordinary course of business) in excess of $2,500,000
in any twelve consecutive month period, provided, however, that the Board may
approve pursuant to this Section 2.3(b)(iii) a revolving credit or similar
borrowing facility together with subsequent draw-downs under such facility without
obtaining separate Board approval for each such draw-down;


 


4

















 


(iv)                              selling,
leasing, pledging or granting a security interest or encumbrance in all or
substantially all of the Company’s or any subsidiary of the Company’s assets,
except in connection with the incurrence of indebtedness for borrowed money
that does not involve a Major Decision under the preceding paragraph;


 


(v)                                 acquiring
(whether through an asset purchase, merger, equity purchase or otherwise) any
assets (excluding acquisitions of raw materials and supplies in the ordinary
course of business) having a value, individually or in the aggregate for any
series of related transactions, in excess of $2,000,000;


 


(vi)                              selling
or otherwise disposing of any assets (excluding sales or other dispositions of
inventory in the ordinary course of business) having a value, individually or
in the aggregate for any series of related transactions, in excess of
$2,000,000;


 


(vii)                           amending
the By-laws or the Certificate of Incorporation of the Company;


 


(viii)                        any
Change in Control Transaction;


 


(ix)                                executing
or delivering any assignment for the benefit of creditors of the Company;


 


(x)                                   filing
any voluntary petition in bankruptcy or receivership with respect to the
Company;


 


(xi)                                taking
any action while there is a vacancy on the Board, including without limitation
the filling of such vacancy except in accordance with the terms of this
Agreement; or


 


(xii)                             changing
the size or composition of the Board except in accordance with this Agreement.


 


3.              STOCK
CERTIFICATE LEGEND.  A copy
of this Agreement shall be filed with the Secretary of the Company and kept
with the records of the Company.  Each
certificate representing shares of Common Stock owned by the Stockholders shall
bear upon its face the following legends, as appropriate:


 


(i)                                     “THE
SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, TRANSFERRED OR
OTHERWISE DISPOSED OF UNLESS AND UNTIL REGISTERED UNDER THE ACT AND ANY
APPLICABLE STATE SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL TO THE
STOCKHOLDER,


 


5

















 


WHICH COUNSEL MUST
BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION ARE, REASONABLY SATISFACTORY TO
THE ISSUER, SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR
OTHER DISPOSITION IS EXEMPT FROM REGISTRATION OR IS OTHERWISE IN COMPLIANCE
WITH THE ACT AND SUCH LAWS.”


 


(ii)                                  “THE
SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON
TRANSFER AND OTHER CONDITIONS, AS SPECIFIED IN THE STOCKHOLDERS’ AGREEMENT OF
THE ISSUER DATED AS OF NOVEMBER 5, 2003 (THE “STOCKHOLDERS’ AGREEMENT”), COPIES
OF WHICH ARE ON FILE AT THE OFFICE OF THE ISSUER AND WILL BE FURNISHED WITHOUT
CHARGE TO THE HOLDER OF SUCH SHARES UPON WRITTEN REQUEST AND MAY NOT BE
OFFERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED
OF UNLESS, IN THE OPINION OF COUNSEL TO THE STOCKHOLDER, WHICH COUNSEL MUST BE,
AND THE FORM AND SUBSTANCE OF SUCH OPINION ARE, REASONABLY SATISFACTORY TO THE
ISSUER, SUCH OFFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER
DISPOSITION IS IN COMPLIANCE WITH THE STOCKHOLDERS’ AGREEMENT.”


 


In addition, certificates representing shares of
Common Stock owned by residents of certain states shall bear any legends
required by the laws of such states. 
All Stockholders shall be bound by the requirements of such legends.


 


4.               COVENANTS;
REPRESENTATIONS AND WARRANTIES.


 


4.1        NO OTHER ARRANGEMENTS OR AGREEMENTS.  Each Stockholder hereby represents and
warrants to the Company and to each other Stockholder that he or she has not
entered into or agreed to be bound by any other arrangements or agreements of
any kind that conflict with this Agreement. 
Each Stockholder agrees that, except as expressly permitted under this
Agreement, he, she or it will not enter into any such other arrangements or
agreements as he, she or it has represented and warranted to above with any
other party as long as any of the terms of this Agreement, the Note and Warrant
Purchase Agreement and the Registration Rights Agreement remain in effect.  Upon the execution of this Agreement, each
of the Stockholders and Voting Agreement dated as of August 25, 1999 among
Questor and the stockholders listed on Schedule A thereto and the Stockholders
Agreement dated December 10, 1999 among Questor, Thayer and the Company shall
terminate and have no further force and effect whatsoever.


 


6

















 


4.2        ADDITIONAL REPRESENTATIONS AND
WARRANTIES.  (a) Each Stockholder
represents and warrants to the Company and each other Stockholder that:


 


(i)                                     such
Stockholder has the power, authority and capacity (or, in the case of any
Stockholder that is a corporation, trust or limited partnership, all corporate,
trust or limited partnership power and authority, as the case may be) to
execute, deliver and perform this Agreement;


 


(ii)                                  in
the case of a Stockholder that is a corporation, trust or limited partnership,
the execution, delivery and performance of this Agreement by such Stockholder
has been duly and validly authorized and approved by all necessary corporate,
trust or limited partnership action, as the case may be;


 


(iii)                               this
Agreement has been duly and validly executed and delivered by such Stockholder
and constitutes a valid and legally binding obligation of such Stockholder,
enforceable in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting or relating to
creditors’ rights generally and general principles of equity; and


 


(iv)                              the
execution, delivery and performance of this Agreement by such Stockholder does
not and will not violate the terms of or result in the acceleration of any
obligation under (A) any material contract, commitment or other material
instrument to which such Stockholder is a party or by which such Stockholder is
bound or (B) in the case of a Stockholder that is a corporation, trust or
limited partnership, the certificate of incorporation, certificate of limited
partnership, by-laws, limited partnership agreement or other organizational
documents, as the case may be.


 


4.3        AFFILIATE TRANSACTIONS.  Each of the New Stockholders hereby agrees
not to, and to cause each of its Affiliates not to, engage in any transaction
with the Company or any subsidiary or Affiliate of the Company unless each such
transaction is on terms that could be obtained on an arm’s length, commercially
reasonable basis from unrelated parties.


 


4.4        PREFERRED STOCK CONVERSION.  (a) As of the date hereof, Questor agrees to
and hereby does convert (i) 9,058.42 shares of Series E Preferred Stock of the
Company, representing all of its Series E Preferred Stock immediately prior to
such conversion, into 381,407.11 shares of Common Stock of the Company in
accordance with the conversion rate set forth in the certificate of designation
governing the Series E Preferred Stock and (ii) 23,375 shares of Series F
Preferred Stock of the Company, representing 50% of Questor’s Series F
Preferred Stock immediately prior to such conversion, into 34,527,594.305
shares of Common Stock of the Company in accordance with the conversion rate
set forth in the certificate of designation governing the Series F Preferred
Stock.  As of the Subsequent Closing
Date (as defined in the Purchase Agreement) Questor agrees to and will convert
its remaining 23,375 shares of Series F Preferred Stock of the Company into
46,910,503 shares of Common Stock of the Company in accordance with the
conversion rate set forth in the then-effective certificate of designation
governing the Series F Preferred Stock, subject to completion of the Preferred
Stock Amendment (as defined in the Purchase Agreement) and the satisfaction of
the Thayer Condition (as defined in the Purchase Agreement).


 


7

















 


(b)                                 Questor
hereby waives all of its rights under the certificate of designations of the
Series F Preferred Stock other than the rights set forth in Sections 6(a), 7(a)
through (c), 7(e), 7(f), 7(i) through (j), and 7(p) through (t).  The Company hereby agrees with Questor to
complete and cause to become effective the Preferred Stock Amendment (as
defined in the Purchase Agreement). 
Thayer hereby agrees with Questor to cause the Thayer Condition (as
defined in the Purchase Agreement) to be satisfied.  If the Company changes (or establishes a record date for
changing) the number of shares of Common Stock issued and outstanding prior to
the Subsequent Closing Date (as defined in the Purchase Agreement) as a result
of a stock split, stock dividend, recapitalization, subdivision,
reclassification, combination, exchange of shares or similar transaction with
respect to the outstanding shares of Common Stock, then the number of shares
into which the Series F Preferred (as defined in the Purchase Agreement) shall
be convertible pursuant to the Preferred Stock Amendment shall be appropriately
adjusted to preserve the percentage ownership of the Common Stock that the
holders of the Series F Preferred would otherwise obtain if the Preferred Stock
Amendment were effected and the Series F Preferred outstanding immediately
after the Closing were converted on the date hereof.


 


5.              AMENDMENT
AND MODIFICATION.  This
Agreement may not be amended, modified or supplemented except by a written
instrument signed by each of the parties hereto and, in the case of an
amendment, modification or supplement that would materially and adversely
affect any other Stockholder, any such other Stockholder.  The Company shall notify all Stockholders
promptly after any such amendment, modification or supplement shall have taken
effect.


 


6.              PARTIES.


 


6.1        ASSIGNMENT BY THE COMPANY.  If the Company has not exercised in full its
right to purchase Equity Securities pursuant to Section 1.3 within 30 days of
receipt by the Company of the Notice giving rise to such right, then the New
Stockholders (other than any New Stockholders subject to such Involuntary
Transfer) shall have the right to require the Company to assign to such New
Stockholders such right to purchase those Equity Securities not being purchased
by the Company.  The New Stockholders
shall have the right to assign to one or more of the New Stockholders Parties
all or any of their rights to purchase Equity Securities pursuant to this
Section 6.1.


 


6.2        ASSIGNMENT GENERALLY.  The provisions of this Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective heirs, legal
representatives, successors and assigns, provided that the Company may
not assign any of its rights or obligations hereunder without the consent of
the New Stockholders and provided, further, that no Stockholder
may assign any of its rights or obligations hereunder without the prior written
consent of the New Stockholders, unless such assignment is in connection with a
Transfer explicitly permitted by this Agreement and, prior to such assignment,
such assignee complies with the requirements of Section 6.4.


 


6.3        TERMINATION.  Any party to, or person who is subject to,
this Agreement which ceases to own Equity Securities or any interest therein,
shall cease to be a party to, or person who is subject to, this Agreement and thereafter
shall have no rights or obligations hereunder, provided, however,
that a Transfer of Equity Securities not explicitly


 


8

















 


permitted under this Agreement shall not relieve a Stockholder of any
of his or her obligations hereunder. 
Notwithstanding the foregoing, in connection with a Transfer to an
Affiliate explicitly permitted by this Agreement, prior to any such Person
ceasing to be an Affiliate of the Stockholder from whom such Person acquired
its Equity Securities, such Person shall be obligated to transfer such Equity
Securities back to such original Stockholder and such original Stockholder
shall thereupon again be subject to this Agreement.  Notwithstanding any other provision in this Agreement, this
Agreement shall terminate and be of no further force or effect at such time as
each of the New Stockholders Parties beneficially own less than 5% of the
outstanding Equity Securities.


 


6.4        AGREEMENTS TO BE BOUND.  Notwithstanding anything to the contrary contained in this
Agreement, any Transfer of Equity Securities by a Stockholder (other than
pursuant to a Public Sale) shall be permitted under the terms of this Agreement
only if the transferee of such Stockholder shall agree in writing to be bound by
the terms and conditions of this Agreement pursuant to an instrument of
assumption reasonably satisfactory in substance and form to the New
Stockholders, and, in the case of a transferee who is an individual and who
resides in a state with a community property system, such transferee causes his
or her spouse, if any, to execute a Spousal Waiver in the form of Exhibit A
attached hereto.  Upon the execution of
the instrument of assumption by such transferee and, if applicable, the Spousal
Waiver by the spouse of such transferee, such transferee shall have the rights
and be subject to all of the restrictions and obligations of his or her
transferor hereunder.


 


7.              RECAPITALIZATIONS, EXCHANGES, ETC.  Except as otherwise provided herein, the
provisions of this Agreement shall apply to the full extent set forth herein
with respect to (A) the Equity Securities and (B) any and all shares of capital
stock of the Company or any successor or assign of the Company (whether by
merger, consolidation, sale of assets or otherwise) which may be issued in
respect of, in exchange for, or in substitution for the Equity Securities by
reason of any stock dividend, split, reverse split, combination,
recapitalization, reclassification, merger, consolidation or otherwise.  All share numbers and percentages shall be
proportionately adjusted to reflect any stock split, stock dividend or other
subdivision or combination effected after the date hereof.  Except as otherwise provided herein, this Agreement
is not intended to confer upon any person, except for the parties hereto, any
rights or remedies hereunder.


 


8.              FURTHER
ASSURANCES.  Each party
hereto shall do and perform or cause to be done and performed all such further
acts and things and shall execute and deliver all such other agreements,
certificates, instruments and documents as any other party hereto or person
subject hereto may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.


 


9.              GOVERNING LAW.  This Agreement and the rights and
obligations of the parties hereunder and the persons subject hereto shall be
governed by, and construed and interpreted in accordance with, the laws of the
State of Delaware, without giving effect to the choice of law principles
thereof.


 


10.        INVALIDITY OF
PROVISION.  The invalidity or
unenforceability of any provision of this Agreement in any jurisdiction shall
not affect the validity or enforceability


 


9

















 


of the remainder of this Agreement in that jurisdiction or the validity
or enforceability of this Agreement, including that provision, in any other
jurisdiction.


 


11.        WAIVER.  Waiver by any party hereto of any breach or
default by the other party of any of the terms of this Agreement shall not
operate as a waiver of any other breach or default, whether similar to or
different from the breach or default waived. 
No waiver of any provision of this Agreement shall be implied from any
course of dealing between the parties hereto or from any failure by either
party to assert its or his or her rights hereunder on any occasion or series of
occasions.


 


12.        NOTICES.  All notices, requests, demands, waivers and
other communications required or permitted to be given under this Agreement
shall be in writing and shall be deemed to have been duly given if (A)
delivered personally, (B) mailed, certified or registered mail with postage
prepaid, (C) sent by next-day or overnight mail or delivery or (D) sent by fax,
as follows (or to such other address as the party entitled to notice shall
hereafter designate in accordance with the terms hereof):


 


(i)                                     If
to the Company, to it at:


 


Aegis Communications
Group, Inc.


7880 Bent Branch Drive


Suite 150


Irving, Texas 75063


Fax: (972) 868-0396


Attention:  Chief Executive Officer


 


with a copy to Questor
and Thayer at their addresses set forth below.


 


(ii)                                  If
to Thayer, to it at:


 


Thayer Capital Management
Partners


1455 Pennsylvania Avenue,
N.W.


Suite 350


Washington, D.C.


Fax: (202) 371-0391


Attention:


 


(iii)                               If
to Questor, to it at:


 


c/o Organization
Services, Inc.


3411 Silverside Road


Wilmington, Delaware
19810


Fax: (302) 478-3667


Attention: Gilbert Warren


 


With a copy to:


 


Questor Management
Company


 


10

















 


4000 Town Center


Suite 530


Southfield, Michigan
48075


Fax: (248) 213-2200


Attention: President


 


(iv)                              if
to the New Stockholders:


 


DB Advisors, LLC


280 Park Avenue, 9th Floor


New York, NY 10017


Facsimile:


Attention:


 


Essar Global Limited

145 East 48th Street (PH)

New York, NY 10017

Facsimile: (212) 758-5860


Attention:


 


All such notices, requests, demands, waivers and other
communications shall be deemed to have been received (A) if by personal
delivery on the day after such delivery, (B) if by certified or registered
mail, on the fifth business day after the mailing thereof, (C) if by next-day
or overnight mail or delivery, on the day delivered, or (D) if by fax, on the
next day following the day on which such fax was sent, provided that a copy is
also sent by certified or registered mail.


 


13.        HEADINGS;
EXECUTION IN COUNTERPART. 
The headings to sections in this Agreement are for the convenience of
the parties only and shall not control or affect the meaning or construction of
any provision hereof.


 


14.        COUNTERPARTS.  This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.


 


15.        ENTIRE AGREEMENT.  This Agreement, the Note and Warrant
Purchase Agreement and the Registration Rights Agreement constitute the entire
agreement and understanding of the parties hereto with respect to the matters
referred to herein.  This Agreement and
the agreements referred to in the preceding sentence supersede all prior
agreements and understandings among the parties with respect to such matters.


 


16.        INJUNCTIVE RELIEF.  The parties hereto agree that the Company
and the Stockholders will be irreparably damaged in the event this Agreement is
not specifically enforced.  Each of the
parties therefore agrees that in the event of a breach of any provision of this
Agreement, the aggrieved party may elect to institute and prosecute proceedings
in any court of competent jurisdiction to enforce specific performance or to
enjoin the continuing breach of this Agreement.  Such remedies shall be cumulative and not exclusive, and shall be
in addition to any other remedy which the Company or any Stockholder may have.  Each Stockholder hereby


 


11

















 


irrevocably submits to the non-exclusive jurisdiction of the state and
federal courts in New York for the purposes of any suit, action or other
proceeding arising out of or based upon this Agreement or the subject matter
hereof.  Each Stockholder hereby
consents to service of process made in accordance with Section 12.


 


17.        MISCELLANEOUS.  All references in this Agreement to Sections
of or Rules under the Securities Act or the Exchange Act are intended to
include, and shall be deemed to include, references to all successor Sections
and Rules which are intended to replace the Sections and Rules herein
referenced.


 


18.        DEFINED TERMS.  As used in this Agreement, the following
terms shall have the meanings ascribed to them below:


 


“Affiliate”
means a person that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the Person
specified, including, without limitation, with regard to the New Stockholders
or the Existing Stockholders, any partner or member of the New Stockholders or
the Existing Stockholders, respectively; provided that no Person shall be
deemed to be an Affiliate of another Person solely as a result of this
Agreement, the Note and Warrant Purchase Agreement and the Registration Rights
Agreement or the other agreements contemplated thereby, or solely as a result
of the ownership of Common Stock Equivalents.


 


“Beneficially
own” has the meaning given in Rule 13d-3 under the Exchange Act.


 


“Board”
means the board of directors of the Company.


 


“Change
in Control Transaction” means any of the following:


 


(a)          the
acquisition by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Exchange Act), other than the Company, or any of
its Subsidiaries or any Investor or Excluded Group (an “Acquiring Person”)
of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 35% or more of the combined voting power or economic interests
of the then outstanding voting securities of the Company entitled to vote
generally in the election of directors; provided, however, that
any transfer from any Investor or Excluded Group will not result in a Change in
Control if such transfer was part of one or a series of related transactions
the effect of which, absent the transfer to such Acquiring Person by the
Investor or Excluded Group, would not have resulted in the acquisition by such
Acquiring Person of 35% or more of the combined voting power or economic interests
of the then outstanding voting securities; or


 


(b)         the
individuals who at the beginning of any 12 consecutive month period following
the Closing constituted a majority of the directors of the Company (the “Incumbent
Majority”) cease for any reason to constitute at least a majority of such
directors; provided that (I) any individual becoming a director whose election,
or nomination for election by the Company’s stockholders


 


12

















 


pursuant to this
Agreement, was approved by a vote of the stockholders having the right to
designate such director pursuant to this Agreement and (II) any director whose
election to the Board or whose nomination for election by the stockholders of
the Company was approved by the Incumbent Majority, shall, in each such case,
be considered as though such individual were a member of the Incumbent
Majority, but excluding, as a member of the Incumbent Majority, any such
individual whose initial assumption of office is in connection with an actual
or threatened election contest relating to the election of the directors of the
Company (as such terms are used in Rule 14a-11 of Regulation 14A promulgated
under the Exchange Act) and further excluding any person who is an affiliate or
associate of an Acquiring Person having or proposing to acquire beneficial
ownership of 25% or more of the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the election of
directors; or


 


(c)          the approval
by the stockholders of the Company of a reorganization, merger or
consolidation, in each case, with respect to which all or substantially all of
the individuals and entities who were the respective beneficial owners of the
voting securities of the Company or its parent immediately prior to such
reorganization, merger or consolidation do not, following such reorganization,
merger or consolidation, beneficially own, directly or indirectly, more than
51% of the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors of the Company or its
parent resulting from such reorganization, merger or consolidation; or


 


(d)         the sale or
other disposition of assets representing 50% or more of the assets of the
Company and its subsidiaries in one transaction or series of related
transactions.


 


“Closing”
means the date hereof.


 


“Common
Stock” means the common stock of the Company, par value $.01 per share.


 


“Common
Stock Equivalents” means the number of shares of Common Stock owned
beneficially or of record by the New Stockholders or the Existing Stockholders,
as the case may be, as of the date of this Agreement.  In the event that any New Stockholder Party or Existing Stockholder
Party acquires beneficial or record ownership of any Equity Securities after
the date of this Agreement which are not Common Stock Equivalents pursuant to
the immediately preceding sentence, any Equity Securities thereafter
Transferred by such Person shall be deemed to be such after acquired Equity
Securities until the number of such after acquired Equity Securities owned
beneficially or of record by such Person has been reduced to 0.


 


“Equity
Security” means any stock or similar security of the Company or any
security (including indebtedness for borrowed money) convertible or
exchangeable, with or without consideration, into or for any such stock or
similar security, or any security (including


 


13

















 


indebtedness for borrowed money) carrying any warrant or right to
subscribe to or purchase any such stock or similar security, or any such
warrant or right.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Excluded
Group” means a “group” (as such term is used in Rule 13d-5 of the Exchange
Act) that includes one or more of the Investors, including, without limitation,
for the purpose of this definition only, any party to this Agreement.


 


“Existing
Stockholders Assignee” means the Existing Stockholders and any Affiliate of
any Existing Stockholders, and, in the case of any individual, such
individual’s spouse, parents, immediate family or lineal descendants.


 


“Existing
Stockholder Parties” means the Existing Stockholders, the Existing
Stockholders Assignees and any third party other than an Involuntary Transferee
or New Stockholder Party who receives Equity Securities from any Existing
Stockholder or any Existing Stockholders Assignee pursuant to Section 1 of this
Agreement.


 


“First
Break Point” means the time at which the Total Ownership Ratio for either
DB or Essar, as the case may be, is less than 50% but greater than 25%.


 


“Investor”
means Questor or Thayer or their respective Affiliates.


 


“Involuntary
Transfer” has the meaning set forth in Section 1.3.


 


“Market
Value” means, as of any date: (i) if any Equity Securities are listed on a
national securities exchange, the average of the closing prices as reported for
composite transactions during the 30 consecutive trading days preceding the
trading day immediately prior to such date or, if no sale occurred on a trading
day, then the mean between the closing bid and asked prices on such exchange on
such trading day; (ii) if any Equity Securities are traded on the Nasdaq
National Market (“NMM”), the average of the closing prices as reported
on the NMM during the 30 consecutive trading days preceding the trading day
immediately prior to such date or, if no sale occurred on a trading day, then
the mean between the highest bid and lowest asked prices as of the close of
business on such trading day, as reported on the NMM; (iii) if any Equity
Securities are not traded on a national securities exchange or the NMM but are
otherwise traded over-the-counter, the arithmetic average (for consecutive
trading days) of the mean between the highest bid and lowest asked prices as of
the close of business during the 30 consecutive trading days preceding the
trading day immediately prior to such date as quoted on the National
Association of Securities Dealers Automated Quotation system or an equivalent
generally accepted reporting service; or (iv) if there is no active market for
any Equity Securities, the market value thereof as mutually agreed by the
Company and a majority of the Board including a majority of the independent
directors.


 


“New
Stockholders Assignee” means the New Stockholders and any Affiliate of the
New Stockholders, and, in the case of any individual, such individual’s spouse,
parents, immediate family or lineal descendants.


 


14

















 


“New
Stockholders Parties” means the New Stockholders, any New Stockholders
Assignee and any third party other than an Involuntary Transferee or Existing
Stockholder Party who receives Equity Securities from the New Stockholders or
any the New Stockholders Assignee pursuant to a Transfer to which Section 1.2
hereof applies.


 


“Note
and Warrant Purchase Agreement” means the Note and Warrant Purchase
Agreement among the Company and the New Stockholders dated as of the date of
this Agreement.


 


“Person”
means an individual, corporation, partnership, limited liability company, joint
venture, association, trust or other entity or organization, including a
government or political subdivision or an agency or instrumentality thereof.


 


“Public
Sale” means Transfers (I) to the general public pursuant to a registration
effected by preparing and filing a registration statement in compliance with
the Securities Act, and the declaration or ordering of the effectiveness of
such registration statement, (II) to or through a broker or dealer or
underwriter in a public distribution or a public securities transaction, or
(III) in a transaction exempt from the registration and prospectus delivery
requirements of the Securities Act under Section 4(1) thereof so that all
transfer restrictions and restrictive legends with respect to such Common Stock
are removed upon the consummation of such Transfer and the transferor and
transferee of such Common Stock receive an opinion of counsel for the Company,
which shall be in form and content reasonably satisfactory to the transferor
and transferee and their respective counsel, to the effect that such Common
Stock in the hands of the transferee is freely transferable without restriction
or registration under the Securities Act in a public or private transaction, or
(IV) pursuant to Rule 144 or Rule 144A under the Securities Act; provided that
a Public Sale shall not include Transfers of more than 5% of the Common Stock
of the Company on a fully diluted basis by any party in one or a series of
related transactions to any single Person or group (as defined in Rule 13d-5
under the Exchange Act).


 


“Purchase
Agreement” means the Note and Warrant Purchase Agreement by and among the
Company and the New Stockholders dated as of the date of this Agreement.


 


“Registration
Rights Agreement” means the Registration Rights Agreement among the Company
and the New Stockholders dated as of the date of this Agreement.


 


“Second
Break Point” means the time at which the Total Ownership Ratio for either
DB or Essar, as the case may be, is less than 25% but greater than 10%.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 


“Third
Break Point” means the time at which the Total Ownership Ratio for either
DB or Essar, as the case may be, is less than 10%.


 


“Total
Ownership” means, with respect to any party, the total Common Stock
Equivalents owned beneficially or of record by such party after giving effect
to the consummation of all of the transactions contemplated by the Note and
Warrant Purchase


 


15

















 


Agreement (and assuming that all warrants held by such party have been
exercised) and without giving effect to any subsequent dispositions of Common
Stock Equivalents by such party.


 


“Total
Ownership Ratio” means, with respect to any party, the total Common Stock
Equivalents owned beneficially or of record by such party upon the date of
determination divided by Total Ownership of such party.


 


“Transfer”
means any direct or indirect sale, assignment, mortgage, transfer, pledge,
hypothecation or other disposal other than the exercise, conversion or exchange
of any option, warrant or convertible security.


 


 


[Remainder of this page left blank intentionally]


 


16

















 


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


 


	
   

  	
  AEGIS
  COMMUNICATIONS GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/

  	
  Herman Schwarz

  	
   

  
	
   

  	
   

  	
  Name:  Herman 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

  



 


17

















 


	
   

  	
  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

  
							



 


18

















 


	
   

  	
  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

  
							



 


19

















 


EXHIBIT
A


 


Spousal Waiver


 


[INSERT NAME] hereby waives and releases any and all
equitable or legal claims and rights, actual, inchoate or contingent, which he
or she may acquire with respect to the disposition, voting or control of the
shares of Common Stock subject to the Stockholders’ Agreement of Aegis
Communications Group, Inc., dated as of
               ,
2003, as the same shall be amended from time to time, except for rights in
respect of the proceeds of any disposition of such Common Stock.


 


	
   

  	
   

  
	
  Name:

  



 


20