Exhibit
4.8


 


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-6

  	
   

  



 


THIS CERTIFIES THAT, for
value received, Essar
Global Limited (the “Purchaser”) and its assigns are entitled to
subscribe for and purchase 34,110,343 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, Deutsche Bank AG-London acting through DB Advisors, LLC as investment
advisor 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, Deutsche Bank
AG-London acting through DB Advisors, LLC as investment advisor 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.”


 


10

















 


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, 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.


 


11

















 


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.


 


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.


 


12

















 


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, 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


 


13

















 


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) 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