Exhibit 4.7


 


THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE
EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY STATE
SECURITIES LAWS.  THIS WARRANT AND THE
SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE BEEN OR WILL BE ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE
SOLD OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR
QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR
APPLICABLE EXEMPTIONS THEREFROM.


 


AEGIS COMMUNICATIONS GROUP, INC.

WARRANT TO PURCHASE SHARES

OF COMMON STOCK


 


	
  Date of Issuance:
  November 5, 2003

  	
   

  	
  Certificate No. W-5

  	
   

  



 


THIS CERTIFIES THAT, for
value received, Deutsche
Bank AG-London acting through DB Advisors, LLC as investment advisor
(the “Purchaser”) and its assigns are entitled to subscribe for and
purchase 33,974,174 shares (such number and such other number as shall result,
from time to time, from the adjustments specified in Section 6
hereof is herein referred to as the “Number of Warrant Shares”) of duly
authorized, validly issued, fully paid and nonassessable Common Stock (as
adjusted pursuant to Section 6 hereof, the “Shares”) of
AEGIS COMMUNICATIONS GROUP, INC., a Delaware corporation (the “Company”),
at the price of $0.01 per share (such price and such other price as shall
result, from time to time, from the adjustments specified in Section 6
hereof is herein referred to as the “Exercise Price”), subject to the
provisions and upon the terms and conditions hereinafter set forth.  As used herein the term “Date of Grant”
shall mean November 5, 2003.  The
term “Warrant” as used herein shall be deemed to include any warrants
issued upon transfer or partial exercise of this Warrant unless the context
clearly requires otherwise.  Capitalized
terms used but not otherwise defined herein shall have the respective meanings
ascribed to them in the Note and Warrant Purchase Agreement dated as of
November 5, 2003 between the Company, Essar Global Limited and the
Purchaser (the “Purchase Agreement”).


 


1.                    Term.  The purchase right represented by this
Warrant is exercisable by the holder hereof, in whole or in part, at any time
and from time to time from the Date of Grant through November 5, 2010  (as such date may be extended as provided
below, the “Expiration Date”). 
Notwithstanding the foregoing, the Expiration Date of this Warrant may
be extended if, on the Expiration Date, (i) there is no effective Registration
Statement (as defined in the Registration Rights Agreement) covering all of the
Registrable Securities (as defined in the Registration Rights Agreement) or
(ii) a Blackout Period (as defined in the Registration Rights Agreement) is
then in effect, then in either of those events, the Expiration Date and the
Principal Payment Date shall be automatically extended until such time as a
Registration Statement covering all of the Registrable Securities has been
declared effective and/or there is no Blackout Period in effect.


 

















 


2.                    Method of Exercise.


 


(a)                                  Cash
and Other Exercise.  Subject to Sections
1 and 5 hereof, the purchase right represented by this Warrant may be
exercised by the holder hereof, in whole or in part and from time to time, at
the election of the holder hereof, by (i) the surrender of this Warrant
(with the notice of exercise substantially in the form attached hereto as Exhibit A-1
duly completed and executed) at the principal office of the Company and the
payment to the Company by wire transfer to an account designated by the Company
(a “Wire Transfer”) of an amount equal to the then applicable Exercise
Price multiplied by the number of Shares then being purchased, or (ii) if
in connection with a registered public offering of the Common Stock, the
surrender of this Warrant (with the notice of exercise form attached hereto as Exhibit
A-2 duly completed and executed) at the principal office of the Company
together with notice of arrangements reasonably satisfactory to the Company for
payment to the Company by Wire Transfer from the proceeds of the sale of such
number of Shares to be sold by the holder hereof in such public offering of an
amount equal to the then applicable Exercise Price per share multiplied by the
number of Shares then being purchased, or (iii) the tender of all or a portion
of the Note issued by the Company pursuant to the Purchase Agreement in a
principal amount equal to the then applicable Exercise Price multiplied by the
number of Shares then being purchased.


 


(b)                                 Cashless
Exercise.  Subject to Sections 1
and 5 hereof, in lieu of exercising this Warrant pursuant to Section 2(a),
the holder of this Warrant may elect to receive, without the payment by the
holder of any additional consideration, Shares equal to the value of this
Warrant (or the portion hereof being canceled), together with any cash in lieu
of fractional Shares, by surrender of this Warrant at the principal office of
the Company together with an executed Notice of Exercise or Exchange in
substantially the form attached hereto as Exhibit A-1 or Exhibit A-2.  In such event, the number of Shares that the
Company shall issue to the holder hereof shall be computed using the following
formula:


 


	
   

  	
  Y (A - B)

  
	
   

  	
  X =

  	
  A

  	
   

  
				



 


Where:                                                         X
=                             The
adjusted number of Shares to be issued to the Holder as a result of the
cashless exchange election under this Section 2(b);


 


Y =                              The
number of Shares in respect of which the cashless exchange election under this Section 2(b)
is made;


 


A =                            The
Fair Market Value of one Share at the time the cashless exchange election is
made; and


 


B =                              The
Exercise Price.


 


3.                    Certificates for Shares.  Within
three Business Days after the exercise of the purchase rights evidenced by this
Warrant, one or more certificates for the number of Shares so purchased shall
be issued to the holder or as the holder may direct (with appropriate
restrictive legends, as applicable).  In
the event of a partial exercise of this Warrant, a new warrant or warrants
(dated the date hereof) of like tenor shall be issued to the holder or, subject
to the limitations set forth herein, as


 


2

















 


the
holder may direct (with appropriate restrictive legends, as applicable), for
the aggregate number of Shares equal to the number of Shares called for on the
face of this Warrant minus the number of Shares purchased by the holder hereof
upon such partial exercise.  For all
purposes of this Warrant other than Sections 2(a) and 2(b), any
reference to the exercise of this Warrant shall be deemed to include a
reference to the cashless exchange of the Warrant into Common Stock, in accordance
with the terms of Section 2(b) and this Section 3.  The Company shall pay all of its expenses
associated with the issuance of any Shares and replacement Warrants in
accordance with the terms hereof, including, without limitation, any applicable
issue taxes.


 


4.                    Stock Fully Paid; Reservation of Shares.  All
Shares that may be issued upon the exercise of the rights represented by this
Warrant will, upon issuance pursuant to the terms and conditions herein, be
duly and validly issued and fully paid and nonassessable, and free from all
preemptive rights, taxes, liens and charges with respect to the issuance
thereof.  During the period within which
the rights represented by this Warrant may be exercised, the Company will at
all times have authorized, and reserved for the purpose of the issuance upon
exercise of the purchase rights evidenced by this Warrant, a sufficient number
of shares of its Common Stock to provide for the exercise of the rights
represented by this Warrant.


 


5.                    Hart-Scott-Rodino.  If any
filing or notification becomes necessary pursuant to the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the “HSR Act”), based
upon the planned exercise of this Warrant or any portion hereof, the holder
hereof shall notify the Company of such requirement, and the holder and the
Company shall file with the proper authorities all forms and other documents
necessary to be filed pursuant to the HSR Act, as promptly as possible and
shall cooperate with each other in promptly producing such additional
information as those authorities may reasonably require to allow early
termination of the notice period provided by the HSR Act or as otherwise
necessary to comply with requirements of the Federal Trade Commission or the
Department of Justice.  The holder and
the Company agree to cooperate with each other in connection with such filings
and notifications, and to keep each other informed of the status of the
proceedings and communications with the relevant authorities.  The holder shall pay any filing fee required
to be paid in connection with a filing pursuant to the HSR Act required as a
result of the exercise of Warrants. 
Notwithstanding the preceding sentence, the Company shall pay all such
filing fees required to be paid in connection with any filing pursuant to the
HSR Act required as a result of the exercise of Warrants held by the Purchaser
or its Affiliates (but not other successors or assigns of the Purchaser).  The holder and the Company shall each bear its
own expenses (other than such filing fees) incurred in connection with any
filing required pursuant to the HSR Act. 
Each holder by acceptance of this Warrant or any portion hereof agrees
to comply with the provisions of this Section 5.


 


6.                    Adjustment of Exercise Price and Number of Warrant
Shares.  The Number of Warrant Shares and the Exercise Price shall be
subject to adjustment from time to time, but without duplication, upon the
occurrence of certain events, as follows:


 


(a)                                  Subdivisions, Combinations and Other
Issuances.  Prior to the exercise or expiration of this
Warrant, if the Company shall:  (i)
subdivide its outstanding shares of Common Stock into a larger number of shares
of Common Stock by stock split or otherwise, (ii) combine its outstanding
shares of Common Stock into a smaller number of shares of Common Stock by
reverse stock split or otherwise or (iii) issue additional shares of Common
Stock or other capital stock as a


 


3

















 


dividend or distribution on or with respect to its
Common Stock, the Exercise Price in effect prior to such subdivision,
combination or issuance shall forthwith be proportionately decreased in the
case of a subdivision or stock dividend or distribution, or proportionately
increased in the case of a combination and the Number of Warrant Shares in
effect prior to such subdivision, combination or issuance shall forthwith be
proportionately increased in the case of a subdivision, stock dividend or
distribution, or proportionately decreased in the case of a combination.  Any adjustment under this Section 6(a)
shall become effective at the close of business on the date the subdivision,
combination or reclassification becomes effective, or as of the record date of
such dividend or distribution (provided the Company makes such dividend or
distribution), or in the event that no record date is fixed, upon the making of
such dividend or distribution.


 


(b)                                 Reclassification, Reorganization,
Consolidation, etc.  In the event of any corporate
reclassification, capital reorganization, consolidation, spin-off, merger,
transfer of all or a substantial portion of the Company’s properties or assets
or any dissolution, liquidation or winding up of the Company (other than as a
result of a subdivision, combination, dividend or distribution provided for in Section 6(a)
above) (a “Corporate Transaction”), then, as a condition of such event,
provision shall be made, and duly executed documents evidencing the same from
the Company and any surviving or acquiring Person (the “Successor Company”)
shall be delivered to the holder hereof, so that the holder shall have the
right to receive upon exercise of this Warrant the same number of shares of
Common Stock and amount of cash and other property that such holder would have
been entitled to receive upon such Corporate Transaction had this Warrant been
exercised immediately prior to the effective date of such Corporate
Transaction.  The Company shall provide
that any Successor Company in such Corporate Transaction shall enter into an
agreement with the Company confirming the holder’s rights pursuant to this
Warrant, assuming the Company’s obligations under this Warrant, jointly and
severally with the Company if the Company shall survive such Corporate
Transaction, and providing after the date of such Corporate Transaction for
adjustments, which shall be as nearly equivalent as possible to the adjustments
provided for in this Section 6. 
The provisions of this Section 6(b) shall apply similarly to
successive Corporate Transactions involving any Successor Company.  In the event of a Corporate Transaction in
which consideration payable to holders of Common Stock is payable solely in
cash, then the holder shall be entitled to receive in exchange for this Warrant
cash in an amount equal to the amount such holder would have received had the
holder exercised this Warrant immediately prior to such Corporate Transaction,
less the aggregate Exercise Price for this Warrant then in effect.  In case of any Corporate Transaction
described in the immediately preceding sentence of this Section 6(b),
the Company or any Successor Company, as the case may be, shall make available
any funds necessary to pay to the holder the amount to which the holder is
entitled as described above in the same manner and at the same time as holders
of Common Stock would be entitled to such funds.


 


(c)                                  Issuance of Additional Shares of Common
Stock.  In the event the Company at any time or from
time to time shall, or shall be deemed to, issue or sell Additional Shares of
Common Stock, other than Excluded Stock, for consideration per share received
by the Company of less than the Current Market Price, then, and in each such
case, the Exercise Price for any Warrant shall be decreased to an amount
determined by dividing the previously applicable Exercise Price by a fraction,
(A) the numerator of which shall be the sum of (i)
the number of shares of Common Stock outstanding immediately prior to such
issuance or sale, plus (ii) the number of Additional Shares of
Common Stock issued or sold or deemed to be issued or sold, and (B) the denominator
of which shall be the sum of (x) the number of shares of Common
Stock outstanding immediately prior to


 


4

















 


such issuance or sale, plus (y) the
number of shares of Common Stock which the aggregate consideration received by
the Company for the Additional Shares of Common Stock so issued or sold or
deemed to be issued or sold would purchase at the Current Market Price; provided,
however, that if at such time or as a result of such adjustment the
Exercise Price for any Warrant is or would be, as the case may be, equal to or
less than $0.01 per share, then in lieu of the adjustment of the Exercise Price
the Number of Warrant Shares purchasable upon exercise of this Warrant shall be
increased to a number determined by multiplying the previously applicable
number of Shares purchasable upon exercise of this Warrant by a fraction, (A)
the numerator of which shall be the sum of (i) the number
of shares of Common Stock outstanding immediately prior to such issuance or
sale, plus (ii) the number of Additional Shares of Common Stock
issued or sold or deemed to be issued or sold, and (B) the denominator
of which shall be the sum of (x) the number of shares of Common
Stock outstanding immediately prior to such issuance or sale, plus (y)
the number of shares of Common Stock which the aggregate consideration received
by the Company for the Additional Shares of Common Stock so issued or sold or
deemed to be issued or sold would purchase at the Current Market Price.


 


(d)                                 Options and Convertible Securities.


 


(i)                                     In the event that the Company at any time
or from time to time issues, sells, grants or assumes, or fixes a record date
for the determination of holders of any class of securities entitled to
receive, any Options or Convertible Securities, other than Excluded Stock,
then, and in each such case, the number of shares of Common Stock at any time
issuable upon the exercise of such Options and/or the conversion or exchange of
such Convertible Securities, as the case may be, shall be deemed to be
Additional Shares of Common Stock issued as of the close of business on the
date of the earliest of such issuance, sale, grant, assumption or record date.


 


(ii)                                  If any Options or Convertible Securities
provide, with the passage of time or otherwise, for any decrease or increase,
as the case may be, in (A) the consideration payable to the Company or for
which such Options or Convertible Securities are exercisable, convertible or
exchangeable, or (B) the number of Additional Shares of Common Stock issuable
upon the exercise and/or conversion or exchange thereof, then the Exercise
Price for this Warrant shall be adjusted upon any such decrease or increase
becoming effective to reflect such decrease or increase insofar as it affects
any such Options or Convertible Securities which are outstanding at such time,
as if such Options or Convertible Securities included such terms as adjusted
upon their original issuance, sale, grant, assumption or record date, as the
case may be; provided, however, that no adjustments relating to
any Options or Convertible Securities pursuant to this subsection, individually
or in the aggregate, shall increase the Exercise Price for this Warrant by more
than all previous reductions in the Exercise Price for such Warrant relating to
the same Options or Convertible Securities.


 


(iii)                               In any case in which Additional Shares of
Common Stock are deemed to be issued, sold, granted or assumed, no further
adjustment of the Exercise Price shall be made upon the exercise of such
Options or the conversion or exchange of such Convertible Securities and the
consequent issue or sale of Convertible Securities or shares of Common Stock.


 


(iv)                              Upon (x) the expiration, or the
repurchase and cancellation or retirement by the Company, of any Options which
have not been exercised, or (y) the expiration of any rights of conversion or
exchange under any Convertible Securities which have not been


 


5

















 


exercised, or the
repurchase and cancellation or retirement by the Company of any such
Convertible Securities the rights of conversion or exchange of which have not
been exercised, any adjustments to the Exercise Price computed upon the
original issuance, sale, grant, assumption or record date, and upon any
subsequent adjustments to such Options or Convertible Securities, shall,
effective as of such expiration, cancellation or retirement, as the case may
be, be recomputed as if:  (i) the only
Additional Shares of Common Stock (including, without limitation, pursuant to
the issuance or sale of Options or Convertible Securities) issued or sold were
the Additional Shares of Common Stock (including, without limitation, pursuant
to the issuance or sale of Options or Convertible Securities), if any, actually
issued or sold upon the exercise of such Options or upon the conversion or
exchange of such Convertible Securities; (ii) in the case of Options, the
consideration received therefor was the consideration actually received by the
Company for the issuance, sale, grant or assumption of such Options, whether or
not exercised, plus the consideration actually received by the Company upon
such exercise, plus, in the case of Options for Convertible Securities, any
additional consideration deemed to be received by the Company upon the issuance
and upon any conversion or exchange of such Convertible Securities for which
Options were exercised; and (iii) in the case of Convertible Securities, the
consideration received therefor was the consideration actually received by the
Company for the issuance, sale, grant or assumption of such Convertible
Securities which were actually converted or exchanged, plus the additional
consideration, if any, actually received by the Company upon such conversion or
exchange; provided, however, that no adjustments relating to any
Options or Convertible Securities pursuant to this subsection, individually or
in the aggregate, shall increase the Exercise Price by more than all previous
reductions in the Exercise Price relating to the same Options or Convertible
Securities.


 


(e)                                  Consideration.


 


(i)                                     For purposes of this Section 6,
the consideration for the issuance, sale, grant or assumption of any Additional
Shares of Common Stock, irrespective of the accounting treatment of such
consideration, shall equal:


 


(1)                                  insofar as it consists of cash, the
amount of cash paid in consideration for the issuance, sale, grant or
assumption of such Additional Shares of Common Stock, without giving effect to
customary expenses, commissions or other compensation paid by the Company and
customary concessions or discounts allowed by the Company to underwriters,
dealers or others performing similar services in connection with any such
issuance, sale, grant or assumption;


 


(2)                                  insofar as it consists of property
(including, without limitation, securities) other than cash actually received
by the Company as direct consideration for the issuance, sale, grant or
assumption or such Additional Shares of Common Stock, the Fair Market Value
thereof at the time of such issuance, sale, grant or assumption;


 


(3)                                  insofar as it consists of other property
or consideration, including the provision of services to the Company,  the Fair Market Value of such other
property or consideration; and


 


6

















 


(4)                                  in the event Additional Shares of Common
Stock are issued or sold together with other securities or property for a
consideration which covers both, the portion of such consideration so received,
computed as provided in clauses (1), (2) and (3) above, allocable to such
Additional Shares of Common Stock (as reasonably determined by the Board of
Directors of the Company in good faith, as evidenced by a written board
resolution delivered to the holder hereof).


 


(ii)                                  Additional Shares of Common Stock deemed
to have been issued, sold, granted or assumed pursuant to Section 6(d)
hereof shall be deemed to have been issued, sold, granted or assumed for
consideration per share equal to the quotient of:  (A) the total amount of cash and other property, if any, received
by the Company as direct consideration for the issuance, sale, grant or
assumption of the Options or Convertible Securities in question, plus
the aggregate amount of additional consideration (as set forth in the
instruments relating thereto) payable to the Company upon the exercise of such
Options or the conversion or exchange of such Convertible Securities or, in the
case of Options for Convertible Securities, the exercise of such Options and
the conversion or exchange of such Convertible Securities, divided by
(B) the number of shares of Common Stock (as set forth in the instruments
relating thereto) issuable upon the exercise of such Options and the conversion
or exchange of such Convertible Securities.


 


(f)                                    Dividends and Distributions. 
In the event that the Company at any time or from time to time declares,
orders, pays or makes any dividend or other distribution on the Common Stock,
including, without limitation, distributions of cash, evidence of its
indebtedness, Options, Convertible Securities, other securities or property or
rights to subscribe for or purchase any of the forgoing, and whether by way of
dividend, spin-off, reclassification, recapitalization, similar corporate
reorganization or otherwise, other than a dividend or distribution payable in
Additional Shares of Common Stock that gives rise to an adjustment pursuant to Section 6(a)
hereof, then, and in each such case, the Exercise Price of this Warrant shall
be reduced to a number determined by dividing the previously applicable
Exercise Price by a fraction (which must be less than 1, otherwise no
adjustment is to be made pursuant to this Section 6(f)) (A) the numerator
of which shall be the Fair Market Value per share of Common Stock on the record
date for such dividend or other distribution, and (B) the denominator of
which shall be the excess, if any, of (x) such Fair Market Value per
share of Common Stock, over (y) the sum of the amount of any cash distributed
per share of Common Stock plus the positive Fair Market Value, if any, per
share of Common Stock of any such evidences of indebtedness, Options,
Convertible Securities, other securities or property or rights to be so
distributed.  Such adjustments shall be
made whenever any such dividend or other distribution is made and shall become
effective as of the date of such distribution, retroactive to the record date
therefor.


 


(g)                                 Other Events. 
If any event occurs as to which the provisions of this Section 6
are not strictly applicable or if strictly applicable would not fairly protect
the purchase rights of the holder hereof in accordance with such provisions,
then the Board of Directors of the Company shall make an adjustment in the
number of Shares available under this Warrant, the Exercise Price, or the
applicability of such provisions so as to protect such purchase rights.  The adjustment shall be such as will give
the holder hereof upon exercise for the same aggregate Exercise Price the total
number of shares of Common Stock as the holder would have owned had this
Warrant been exercised prior to the event and had the holder continued to hold
such Common Stock until after the event requiring


 


7

















 


the adjustment, but in no event shall any such
adjustment have the effect of increasing the Exercise Price.


 


(h)                                 Minimum Adjustment. 
The adjustments required by the preceding subsections of this Section 6
shall be made whenever and as often as any specified event requiring an
adjustment shall occur, except that no adjustment of the Exercise Price or the
number of Shares purchasable upon exercise of this Warrant that would otherwise
be required shall be made unless and until such adjustment either by itself or
with other adjustments not previously made decreases the Exercise Price
immediately prior to the making of such adjustment by at least $0.01 or
increases or decreases the number of Shares purchasable upon exercise of this
Warrant immediately prior to the making of such adjustment by at least one
Share.  Any adjustment representing a
change of less than such minimum amount shall be carried forward and made as
soon as such adjustment, together with other adjustments required by this Section 6
and not previously made, would result in the requisite minimum adjustment.


 


(i)                                     Accountants’ Report as to Adjustments. 
In the case of any adjustment in the number of Shares purchasable upon
exercise of this Warrant or the Exercise Price, the Company, at its sole
expense, shall promptly (i) compute such adjustment in accordance with the
terms of this Warrant and, if the holder hereof so requests in writing from the
Company within 30 days of receipt of such computations from the Company, cause
independent certified public accountants of recognized national standing to
verify such computation (other than any determination of the Fair Market Value
of Common Stock or the fair market value of any other property); (ii) prepare a
report setting forth such adjustment and showing in reasonable detail the
method of calculation thereof and the facts upon which such adjustment is
based, including, without limitation, (a) the event or events giving rise to
such adjustment; (b) the consideration received by the Company for any
Additional Shares of Common Stock issued or sold or deemed to have been issued
or sold; (c) the number of shares of Common Stock outstanding or deemed to be
outstanding prior and subsequent to any such transaction; (d) the method by
which any such adjustment was calculated (including a description of the basis
on which the Board of Directors of the Company made any determination of Fair
Market Value or fair market value required thereby); and (e) the number of
Shares purchasable upon exercise of this Warrant and the Exercise Price in
effect immediately prior to such event or events and as adjusted; (iii) mail a
copy of each such report to the holder hereof and, upon the request at any time
of the holder hereof, furnish to the holder a like report setting forth the
number of Shares purchasable upon exercise of this Warrant and the Exercise
Price at the time in effect and showing in reasonable detail how they were
calculated; and (iv) keep copies of all such reports available at the principal
office of the Company for inspection during normal business hours by the holder
or any prospective purchaser of this Warrant designated by the holder hereof.


 


(j)                                     No Dilution or Impairment. 
The Company shall not, by amendment of its certificate of incorporation
or other organizational document or through any sale or other issuance of
securities, capital reorganization, reclassification, recapitalization,
consolidation, merger, transfer of assets, dissolution, liquidation,
winding-up, any similar transaction or any other voluntary action, avoid or
seek to avoid the observance or performance of any of the terms of this
Warrant, but will at all times in good faith assist in the carrying out of all
terms hereunder and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the holder hereof against
dilution or other impairment.  Without
limiting the generality of the foregoing, the Company (a) will not permit the
par value of any shares of Common Stock receivable upon the exercise of this


 


8

















 


Warrant to exceed the Exercise Price and (b) will take
all such action as may be necessary or appropriate in order that the Company
may validly and legally issue fully paid and nonassessable shares of Common
Stock upon the exercise of this Warrant by the holder hereof.  Without limiting the generality of the
foregoing, before taking any action that would cause a reduction of the
Exercise Price pursuant to Section 6 hereof below the then par
value (if any) of the Common Stock, the Company shall take any and all
corporate action (including, without limitation, a reduction in par value)
which shall be necessary to validly and legally issue fully paid and
nonassessable shares of Common Stock, as the case may be, at the Exercise Price
as so reduced.


 


(k)                                  Contest and Appraisal Rights. 
If the holder hereof shall, in good faith, disagree with any
determination by the Board of Directors of the Company of the Fair Market Value
made pursuant to this Warrant, and such disagreement is in respect of securities
not traded on a national securities exchange or quoted on an automated
quotation system or other property valued by the Board of Directors of the
Company at more than $100,000 then the holder may by notice to the Company (an
“Appraisal Notice”), given within 30 days after notice to the holder
hereof following such determination, elect to contest such determination; provided,
however, that the holder hereof may not seek appraisal of any
determination of Fair Market Value to the extent that the Company has received
a fairness opinion or other appraisal from an Appraiser in connection with the
transaction giving rise to such determination. 
Within 20 days after an Appraisal Notice, the Company shall engage an
Appraiser to make an independent determination of such Fair Market Value (the “Appraiser’s
Determination”), and to deliver to the Company and the holder hereof a
report describing its methodology and results in reasonable detail within 30
days of such engagement.  In arriving at
its determination, the Appraiser shall base any valuation upon:  (i) in the case of the Fair Market Value of
shares of Common Stock, the fair market value of the Company and its
Subsidiaries on the basis of an arm’s length sale of a going concern between an
informed and willing buyer and an informed and willing seller, under no
compulsion to buy or sell, taking into account all the relevant facts and
circumstances then prevailing, and without consideration of (x) the lack of an
actively trading public market for the Common Stock, (y) any restrictions on
the transfer of shares of Common Stock, or (z) any control premium or minority
discount, and (ii) in the case of the Fair Market Value of any other property,
the fair market value of such other property assuming that such other property
was sold in an arm’s length transaction between an informed and willing buyer
and an informed and willing seller, under no compulsion to buy or sell, taking
into account all the relevant facts and circumstances then prevailing.  The holder hereof shall be afforded
reasonable opportunities to discuss the appraisal with the Appraiser.  The Appraiser’s Determination shall be final
and binding on the Company and the holders hereof, absent manifest error.  The costs of conducting an appraisal shall
be borne by the Company.


 


7.                    Notice of Corporate Action.  In the
event the Company proposes to:  (i) pay,
distribute, or take a record of the holders of any class of securities for the
purpose of determining the holders thereof who are entitled to receive any
dividend or other distribution, or any right to subscribe for, purchase or
otherwise acquire any shares of capital stock or any other securities or
property; or (ii) consummate any capital reorganization, reclassification,
recapitalization, consolidation, merger, transfer of all or substantially all
of its assets, dissolution, liquidation or winding-up, or any similar
transaction; then, at least 10 days prior to the earlier of any applicable
record date or such event, as the case may be, the Company shall deliver to the
holder hereof a notice specifying:  (a)
the date or expected date on which any such payment or distribution is to be
made or record is to be taken and the amount and character of any such
dividend, distribution or


 


9

















 


right;
(b) the date or expected date on which any such reorganization,
reclassification, recapitalization, consolidation, merger, transfer,
dissolution, liquidation, winding-up or similar transaction is to take effect
and any record date therefor; (c) the time as of which any holders of record of
shares of Common Stock and/or any other class of securities shall be entitled
to exchange their shares of Common Stock and/or other securities for the
securities or other property deliverable upon such reorganization,
reclassification, recapitalization, consolidation, merger, transfer,
dissolution, liquidation, winding-up or similar transaction and a description
in reasonable detail of such transaction; and (d) in each case, the expected
effect on the number of Shares purchasable upon exercise of this Warrant and
the Exercise Price of each such transaction or event.  The Company shall update any such notice to reflect any change in
the foregoing information.


 


8.                    No Fractional Shares.  No
fractional shares of Common Stock shall be issued in connection with any
exercise hereunder, but in lieu of such fractional shares the Company shall
make a cash payment therefor based on the Fair Market Value thereof.


 


9.                    Other Antidilution
Provisions.  The Company covenants not to
issue, sell, grant or assume any securities (including, without limitation, any
Additional Shares of Common Stock or rights to acquire Additional Shares of
Common Stock) to any Person (other than the Purchaser, Essar Global Limited or any of their
transferees), which, in the aggregate, provide for greater or more favorable
antidilution protection than the antidilution protection provided for in Section 6
hereof.  For the avoidance of doubt, a
different exercise price or trigger price for the application of such rights
(including any such price based on fair market value) shall not by itself be
considered more favorable; provided, however, that a trigger
price for antidilution protection that is 120% or more of the Fair Market Value
of shares of Common Stock at the time of issuance of such securities shall be
considered more favorable in the aggregate.


 


10.              Compliance with Securities Act; Disposition of
Warrant or Shares of Common Stock.


 


(a)                                  Compliance
with Securities Act.  The Holder, by
acceptance hereof, agrees that this Warrant, and the Shares issuable upon
exercise of this Warrant, are being acquired for investment and that such
Holder will not offer, sell or otherwise dispose of this Warrant, or any Shares
issuable upon exercise of this Warrant, except under circumstances which will
not result in a violation of the Securities Act or any applicable state
securities laws.  This Warrant and all
Shares issued upon exercise of this Warrant (unless registered under the
Securities Act and any applicable state securities laws) shall be stamped or
imprinted with a legend in substantially the following form:


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE 
SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES
LAWS.  THESE SECURITIES HAVE BEEN
ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND
MAY NOT BE SOLD OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE
REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE
SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.”


 


Whenever the foregoing
legend is no longer required in the opinion of counsel to the holder hereof,
upon request of the holder hereof, the Company, at its sole expense (including,
without limitation,


 


10

















 


the payment of any
applicable issue taxes), shall issue or cause to be issued in the name of and
delivered to the holder hereof or as the holder hereof may direct new Warrant
Certificates of like tenor, dated the date hereof, and/or new certificates for
shares of Common Stock.


 


(b)                                 Transferability.  Subject to compliance with applicable
federal and state securities laws, the holder hereof may, without the prior
written consent of the Company, transfer this Warrant and all rights hereunder
are transferable, in whole or in part, at any time by the holder hereof to any
Person.  Any transfer of this Warrant or
any portion hereof shall be recorded on the books of the Company upon the
surrender of this Warrant, properly endorsed for transfer by delivery of an
Assignment Form in substantially the form attached hereto as Exhibit B,
to the Company at the address set forth in Section 16 hereof.  In the event of a partial transfer of this
Warrant, the Company shall issue to the holder one or more appropriate new
Warrants.


 


11.              No Stockholder Rights or Liabilities.  Prior to
the exercise of this Warrant, the holder hereof shall not be entitled to any
rights of a stockholder with respect to the Shares, including (without
limitation) the right to vote such Shares or receive dividends or other
distributions thereon, and the holder hereof shall not be entitled to any
notice or other communication concerning the business or affairs of the
Company, other than as specifically required by this Warrant.  Nothing contained in this Warrant shall be
construed as imposing any obligation on any holder to purchase any securities
or as imposing any liabilities on such holder as a stockholder of the Company,
whether such obligation or liabilities are asserted by the Company or by
creditors of the Company or otherwise.


 


12.              Replacement of Warrants.  Upon
receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant and, in the case of any such loss,
theft or destruction of this Warrant held by any Person other than the initial
holder hereof or any institutional investor, upon delivery of an indemnity
reasonably satisfactory to the Company or, in the case of any such mutilation, upon
surrender of this Warrant for cancellation at the principal office of the
Company, the Company, at the expense of the holder (including, without
limitation, the payment of any applicable issue taxes), shall execute and
deliver, in lieu thereof, a new Warrant of like tenor and dated the date
hereof.


 


13.              Remedies.  The Company stipulates that the
remedies at law available to the holder hereof in the event of any default by
the Company in the performance of or compliance with any of the terms of this
Warrant are not and will not be adequate and that, to the fullest extent
permitted by law, such terms may be specifically enforced by a decree for the
specific performance of any agreement contained herein or by an injunction
against a violation of any of the terms hereof or otherwise.  No failure or delay on the part of the
holder hereof, in exercising any right, power or remedy hereunder, shall
operate as a suspension or waiver thereof, nor shall any single or partial exercise
of any such right, power or remedy preclude any other or further exercise
thereof or the exercise of any other right, power or remedy hereunder.  The remedies herein provided are in addition
to and not exclusive of any other remedies provided at law or in equity.


 


14.              Successors and Assigns.  The
terms and provisions of this Warrant shall inure to the benefit of, and be
binding upon, the Company and the holder hereof from time to time of this
Warrant and the Shares issuable upon exercise of this Warrant.


 


11

















 


15.              Amendments and Waivers.  Any term
of this Warrant may be amended, altered or modified and the observance of any
term of this Warrant may be waived (either generally or in a particular
instance and either retroactively or prospectively) upon the written consent of
the Company and the holder hereof.  Any
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given.


 


16.              Notices.  All notices required under this
Warrant shall be deemed to have been given or made for all purposes (i) upon
personal delivery, (ii) upon confirmation receipt that the communication was
successfully sent to the applicable number if sent by facsimile, or (iii) one
day after being sent, when sent by professional overnight courier service.  Notices to the Company shall be sent to the
address of the Company set forth below (or at such other place as the Company
shall notify the Holders hereof in writing) and notices to the Holder shall be
sent to the address of the Holder set forth on the signature page hereto (or at
such other place as the Holder shall notify the Company in writing):


 




	
  To
  the Company:

  	
   

  	
  Aegis Communications Group, Inc.

  7880 Bent Branch Drive

  Suite 150

  Irving, Texas  75063

  
	
   

  	
   

  	
  Facsimile:

  	
  (678) 443-6502

  
	
   

  	
   

  	
  Attention:

  	
  Herman M. Schwarz

  
	
   

  	
   

  	
   

  	
  President and Chief
  Executive Officer

  






 


17.              Headings.  The section and
subsection headings of this Warrant are inserted for convenience only and
shall not constitute a part of this Warrant in construing or interpreting any
provision hereof.


 


18.              Governing Law.  This Warrant and the rights and
duties of the parties hereto hereunder and (unless otherwise provided) all
amendments and supplements to, and all consents and waivers pursuant to, this
Warrant shall in all respects be governed by, and construed and enforced in
accordance with, the laws of the State of New York without giving effect to its
conflict of laws principles or rules.


 


19.              Severability.  If any provision of this Warrant
is held to be invalid or unenforceable for any reason, it shall be adjusted
rather than voided, if possible, to achieve the intent of the parties hereto to
the maximum extent possible.  Any
provision of this Warrant which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.


 


20.              Defined Terms.  The following terms have the
meanings indicated below, unless the context otherwise requires:


 


“Additional Shares of
Common Stock” means all shares, including treasury shares, of Common Stock,
issued, sold or granted, or deemed to be issued, sold or granted pursuant to
the terms hereof,


 


12

















 


by the Company after the
date hereof, whether or not subsequently reacquired or retired by the Company,
other than the shares of Common Stock issued upon the exercise of this Warrant.


 


“Affiliate” means,
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.


 


“Appraiser” means
an independent nationally recognized investment bank or other qualified
financial institution acceptable to the Company and the holder hereof.


 


“Business Day”
means any day other than a Saturday or a Sunday or a day on which commercial
banking institutions in New York City are authorized or required to be closed.


 


 “Common Stock” means the common stock
of the Company, par value $0.01  per
share, any capital stock into which such Common Stock shall have been changed
or converted, any capital stock resulting from any reclassification of such
Common Stock, and all other capital stock of any class or classes of the
Company, other than preference stock, the holders of which share equally with
the Common Stock in current dividends and liquidating dividends after the
payment of dividends and distributions on any shares entitled to preference.


 


“Convertible
Securities” means any evidences of indebtedness, shares of capital stock or
any other securities convertible into or exchangeable for, directly or
indirectly, shares of Common Stock.


 


 “Current Market Price” means the
average of the closing prices of the Common Stock during the five-day trading
period ending immediately prior to the date of determination as quoted on the
Nasdaq Small Cap Market or any United States automated quotation system or
national securities exchange or national market system on which the Common
Stock is then quoted or traded, as applicable


 


“Excluded Stock”
means securities issued, or deemed issued, to directors, officers, employees or
consultants of the Company or a subsidiary of the Company in connection with
their service as directors of the Company or a subsidiary of the Company, their
employment by the Company or a subsidiary of the Company or their retention as
consultants by the Company or a subsidiary of the Company under the Company’s
employee benefit plans approved by the Company’s board of directors, as such
plans may be amended from time to time with the approval of the Company’s board
of directors, or under other plans, adopted or assumed by the Company with the
approval of the Company’s board of directors.


 


“Fair Market Value”
means (i) with respect to any share of Common Stock, including with respect to
a Share for purposes of Section 2(b), the Current Market Price; provided
that, if the Common Stock is not then quoted on the Nasdaq Small Cap Market or
any United States automated quotation system or national securities exchange or
national market system or the OTC Bulletin Board or Pink Sheets, the fair
market value shall be:  (A) the
value based on the most recently completed arm’s length transaction between the
Company and a Person other than an affiliate of the Company within the three-month
period prior to the date of determination with respect to such security, or (B)
if (A) does not apply, the fair market value as most recently determined by an
Appraiser within such prior three-month period, provided, that, any such
appraisal was made within the two-month period following the date of the
financial statements on which such appraisal is based, or (C) if neither (A)


 


13

















 


nor (B) applies, the fair
market value as reasonably determined by the Board of Directors of the Company
in good faith, as evidenced by a written board resolution delivered to the
holder hereof and (ii) with respect to any other property other than cash or
Common Stock,  (A) the value based on
the most recently completed arm’s length transaction between the Company and a
Person other than an affiliate of the Company within the three-month period
prior to the date of determination with respect to such property, or
(B) if (A) does not apply, the fair market value as most recently
determined by an Appraiser within such prior three-month period, provided
that, any such appraisal was made within the two-month period following the
date of the financial statements on which such appraisal is based, or (C) if
neither (A) nor (B) applies, the fair market value as reasonably determined by
the Board of Directors of the Company in good faith, as evidenced by a written
board resolution delivered to the holder hereof.  Any determination pursuant to subsections (i)(B) or (C) or
(ii)(B) or (C) shall be made on the basis of an arm’s length sale of a going
concern between an informed and willing buyer and an informed and willing
seller, under no compulsion to buy or sell, taking into account all the
relevant facts and circumstances then prevailing and without consideration of
(x) the lack of an actively trading public market for the Common Stock,
(y) any restrictions on the transfer of shares of Common Stock or
(z) any control premium or minority discount.  For the avoidance of doubt, any determination pursuant to
subsections (i)(C) or (ii)(C) shall be subject to Section 6(k).


 


“Note” means the
secured promissory note issued to the Purchaser on the date hereof pursuant to
the Purchase Agreement.


 


“Options” means
rights, options or warrants to subscribe for, purchase or otherwise acquire,
directly or indirectly, shares of Common Stock, including, without limitation,
Convertible Securities.


 


“Person” means any
individual, partnership, limited liability company, unlimited liability
company, corporation, association, joint stock company, trust, joint venture,
unincorporated organization or any federal, state, county or municipal
governmental or quasi-governmental agency, department, commission, board,
bureau, instrumentality or similar entity.


 


“Registration Rights
Agreement” means the Registration Rights Agreement entered into by the
Company and the Purchaser on the date hereof.


 


“Securities Act”
means the Securities Act of 1933 and all rules and regulations of the
Securities and Exchange Commission thereunder, as amended from time to time.


 


14

















 


IN WITNESS WHEREOF, the
Company has caused this Warrant to be executed in its corporate name by its
duly authorized officer and to be dated as of the Date of Grant set forth on
the first page to this Warrant.


 


AEGIS COMMUNICATIONS
GROUP, INC.


 


 


	
  By:

  	
        /s/
  Herman M. Schwarz

  	
   

  
	
   

  
	
  Name:

  	
  Herman M. Schwarz

  
	
  Title:

  	
  President and Chief
  Executive Officer

  
				



 

















 


EXHIBIT A-1


NOTICE OF EXERCISE


To:  AEGIS
COMMUNICATIONS GROUP, INC. (the “Company”)


 


1.                                       The
undersigned hereby:


elects to
purchase     shares of Common Stock of the Company pursuant
to the terms of the attached Warrant, and tenders herewith payment of the
purchase price of such shares in full, or elects to exercise its net issuance
rights pursuant to Section 2(b) of the attached Warrant with
respect to     shares of Common Stock.


 


2.                                       Please
issue a certificate or certificates representing said shares in the name of the
undersigned or in such other name or names as are specified below:


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (Name)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (Address)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
								



 


3.                                       The
undersigned represents that the aforesaid shares are being acquired for the
account of the undersigned for investment and not with a view to, or for resale
in connection with, the distribution thereof and that the undersigned has no
present intention of distributing or reselling such shares, all except as in
compliance with applicable securities laws.


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (Signature)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (Date)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


B-1

















 


EXHIBIT A-2


NOTICE OF EXERCISE


To:  AEGIS
COMMUNICATIONS GROUP, INC. (the “Company”)


 


1.                                       Contingent
upon and effective immediately prior to the closing (the “Closing”) of
the Company’s public offering contemplated by the Registration Statement on
Form S-     (File No.
                ),
which was filed with the Securities and Exchange Commission on
                 ,
20    , the undersigned hereby:


 


elects to
purchase    shares of Common Stock of the Company (or such
lesser number of shares as may be sold on behalf of the undersigned at the
Closing) pursuant to the terms of the attached Warrant, or elects to exercise
its net issuance rights pursuant to Section 2(b) of the attached
Warrant with respect to    Shares of Common Stock.


 


2.                                       Please
deliver to the custodian for the selling shareholders a stock certificate
representing
such               shares.


 


3.                                       The
undersigned has instructed the custodian for the selling shareholders to
deliver to the Company
$             or,
if less, the net proceeds due the undersigned from the sale of shares in the
aforesaid public offering.  If such net
proceeds are less than the purchase price for such shares, the undersigned
agrees to deliver the difference to the Company prior to the Closing.


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (Name)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (Address)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (Date)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


B-1

















 


EXHIBIT B


ASSIGNMENT FORM


To:                              AEGIS
COMMUNICATIONS GROUP, INC. (the “Company”)


 


 


The undersigned hereby
assigns and transfers unto
                                             
                                                                
(Please typewrite or print in block letters) the right to purchase
                     
Shares (as defined in the Warrant) of Aegis Communications Group, Inc., subject
to the Warrant, dated as of
                                        ,
granted to the undersigned (the “Warrant”).


 


This assignment complies
with the provisions of Section 10 of the Warrant.


 


 


	
  Date:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (Print Name of
  Signatory)

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (Title of Signatory)

  	
   

  	
   

  	
   

  	
   

  	
   

  
									



 


B-1