0000909518-08-000742.txt : 20080929 0000909518-08-000742.hdr.sgml : 20080929 20080929164056 ACCESSION NUMBER: 0000909518-08-000742 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080929 DATE AS OF CHANGE: 20080929 GROUP MEMBERS: AYALA CORPORATION GROUP MEMBERS: PEP VI INTERNATIONAL LTD. GROUP MEMBERS: PROVIDENCE EQUITY GP VI INTERNATIONAL L.P. GROUP MEMBERS: PROVIDENCE EQUITY PARTNERS VI INTERNATIONAL L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: eTelecare Global Solutions, Inc. CENTRAL INDEX KEY: 0001377902 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 980467478 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-82854 FILM NUMBER: 081094842 BUSINESS ADDRESS: STREET 1: 31ST FLOOR CYBERONE BUILDING STREET 2: EASTWOOD CITY, CYBERPARK BAGUMBAYAN CITY: QUEZON CITY METRO MANILA STATE: R6 ZIP: 1110 BUSINESS PHONE: 6329165670 MAIL ADDRESS: STREET 1: 31ST FLOOR CYBERONE BUILDING STREET 2: EASTWOOD CITY, CYBERPARK BAGUMBAYAN CITY: QUEZON CITY METRO MANILA STATE: R6 ZIP: 1110 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EGS Acquisition Co LLC CENTRAL INDEX KEY: 0001445711 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 50 KENNEDY PLAZA STREET 2: 18TH FLOOR CITY: PROVIDENCE STATE: RI ZIP: 02903 BUSINESS PHONE: 401 751-1700 MAIL ADDRESS: STREET 1: 50 KENNEDY PLAZA STREET 2: 18TH FLOOR CITY: PROVIDENCE STATE: RI ZIP: 02903 SC 13D 1 mm09-2608_13d.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Rule 13d-2)

eTelecare Global Solutions, Inc.

(Name of Issuer)

Common Shares, PhP2.00 par value

(Title of Class of Securities)

29759R102

(CUSIP Number)

EGS Acquisition Co LLC

c/o Providence Equity Partners, Inc.
Raymond M. Mathieu

50 Kennedy Plaza, 18th Floor, Providence, Rhode Island 02903

(401) 751-0536

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

September 19, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box. o

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 29759R102

page 2 of 33

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

EGS Acquisition Co LLC (IRS Identification No.: 26-3388620)

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) o

(b) x

SEC Use Only

Source of Funds (See Instructions)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

Citizenship or Place of Organization

Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

Sole Voting Power

19,695,612 Shares (including both Common Shares and American Depositary Shares)*

Shared Voting Power

Sole Dispositive Power

10.

Shared Dispositive Power

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

19,695,612 Shares *

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

Not applicable

13.

Percent of Class Represented by Amount in Row (11)

66.5%

14.

Type of Reporting Person (See Instructions)

* The Shares included in this Schedule 13D have not been purchased by the Reporting Person, but are subject to the terms of the Support Agreements (as described herein). However, the number of shares included on this Schedule 13D does include the 6,392,550 Shares owned by Ayala Corporation as separately described herein.

CUSIP No. 29759R102

page 3 of 33

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Providence Equity Partners VI International L.P. (IRS Identification No.: 20-8419018)

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) o

(b) x

SEC Use Only

Source of Funds (See Instructions)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

Citizenship or Place of Organization

Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

Sole Voting Power

Shared Voting Power

19,695,612 Shares (including both Common Shares and American Depositary Shares)*

Sole Dispositive Power

10.

Shared Dispositive Power

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

19,695,612 Shares *

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

Not applicable

13.

Percent of Class Represented by Amount in Row (11)

66.5%

14.

Type of Reporting Person (See Instructions)

CUSIP No. 29759R102

page 4 of 33

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Providence Equity GP VI International L.P. (IRS Identification No.:20-8418961)

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) o

(b) x

SEC Use Only

Source of Funds (See Instructions)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

Citizenship or Place of Organization

Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

Sole Voting Power

Shared Voting Power

19,695,612 Shares (including both Common Shares and American Depositary Shares)*

Sole Dispositive Power

10.

Shared Dispositive Power

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

19,695,612 Shares *

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

Not applicable

13.

Percent of Class Represented by Amount in Row (11)

66.5%

14.

Type of Reporting Person (See Instructions)

CUSIP No. 29759R102

page 5 of 33

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

PEP VI International Ltd. (IRS Identification No.: 20-8418823)

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) o

(b) x

SEC Use Only

Source of Funds (See Instructions)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

Citizenship or Place of Organization

Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

Sole Voting Power

Shared Voting Power

19,695,612 Shares (including both Common Shares and American Depositary Shares)*

Sole Dispositive Power

10.

Shared Dispositive Power

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

19,695,612 Shares *

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

Not applicable

13.

Percent of Class Represented by Amount in Row (11)

66.5%

14.

Type of Reporting Person (See Instructions)

(control person)

CUSIP No. 29759R102

page 6 of 33

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).

Ayala Corporation

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) o

(b) x

SEC Use Only

Source of Funds (See Instructions)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

Citizenship or Place of Organization

Republic of the Philippines

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

Sole Voting Power

Shared Voting Power

19,695,612 Shares (including both Common Shares and American Depositary Shares)*

Sole Dispositive Power

6,392,550 Shares (including both Common Shares and American Depositary Shares)

10.

Shared Dispositive Power

11.

Aggregate Amount Beneficially Owned by Each Reporting Person

19,695,612 Shares *

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

Not applicable

13.

Percent of Class Represented by Amount in Row (11)

66.5%

14.

Type of Reporting Person (See Instructions)

(Control Person)

* The number of shares included on this Schedule 13D includes the 6,392,550 Shares owned by Ayala Corporation as separately described herein and as previously reported on the Ayala Schedule 13D (as defined herein). Otherwise, the Shares included in this Schedule 13D have not been purchased by the Reporting Person, but are subject to the terms of the Support Agreements (as described herein).

General

This Schedule 13D is being filed jointly on behalf of Purchaser, Providence, Providence GP VI, Providence VI and Ayala (as defined herein, collectively, the “Reporting Persons”). Providence, Providence GP VI and Providence VI are referred to herein as the “Providence Reporting Persons.” The Reporting Persons are participants in the transactions described in Item 4 below. As a result of the matters described in Item 4 below, the Reporting Persons may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities and Exchange Act of 1934 (as may be amended, the “Exchange Act”). This Schedule 13D will be amended, or one or more additional statements on Schedule 13D will be filed, as necessary and appropriate to reflect the Shares, if any, owned by Providence, Providence GP VI, Providence VI, and Ayala. Ayala has previously filed a Schedule 13D/A on September 22, 2008 (as may be amended or modified, the “Ayala Schedule 13D”) with respect to the 6,392,550 Shares beneficially owned by Ayala, which are also included in the number of Shares reported as beneficially owned by the Reporting Persons in this Schedule 13D.

The information set forth in the Exhibits to this Schedule 13D is hereby expressly incorporated herein by reference, and the responses to each item of this Schedule 13D are qualified in their entirety by the provisions of such Exhibits.

Item 1. Security and Issuer

The class of equity securities to which this statement relates are the common shares, including those represented by American Depositary Shares (“ADSs”), of eTelecare Global Solutions, Inc., a corporation uly organized and existing under Philippine laws (the “Issuer”) with a par value of PhP2.00 per share (such shares together with the ADSs, the “Shares”). The principal executive offices of the Issuer are: 31st Floor CyberOne Building, Eastwood City, Cyberpark, Libis, Quezon City 1110 Philippines.

Item 2. Identity and Background

EGS Acquisition Co LLC (“Purchaser”) is a Delaware limited liability company with two members: (1) Providence Equity Partners VI International L.P., a Cayman Island partnership (“Providence VI”), whose sole general partner is Providence Equity GP VI International L.P., a Cayman Islands partnership (“Providence GP VI”), whose sole general partner in turn is PEP VI International Ltd., a Cayman Islands company (“Providence”) and (2) Newbridge International Investment Ltd., a British Virgin Islands company (“Newbridge”), which is in turn wholly owned by LiveIt Investments Limited, a British Virgin Islands company, which is in turn wholly owned by Azalea International Venture Partners Ltd., a British Virgin Islands company, which is in turn wholly owned by Ayala Corporation (“Ayala”). Purchaser was formed for the purpose of effecting the transactions described in Item 4 below.

This Schedule 13D is being filed jointly on behalf of the Reporting Persons (as defined above). The Reporting Persons are participants in the transaction described in Item 4 below. As a result of the matters described in Item 4 below, the Reporting Persons may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act of 1934. Purchaser is a direct beneficial owner of the Shares as further described herein as a consequence of the proxy granted in favor of the Purchaser under the Support Agreements (as defined herein).

For purposes of disclosing the number of shares beneficially owned by each of the Providence Reporting Persons, Providence as the indirect general partner of Providence VI and general partner of Providence GP VI; Providence GP VI as the general partner of Providence VI; and Providence VI as a member of Purchaser may be deemed to beneficially own all Shares that are owned beneficially by Purchaser. However, each of Providence, Providence GP VI and Providence VI, along with the individuals on Exhibit A, disclaim beneficial ownership of the Shares owned by Purchaser. For purposes of disclosing the number of shares beneficially owned by Ayala, Ayala as the parent company of Newbridge and Newbridge as a member of Purchaser, may be deemed to beneficially own all shares that are owned beneficially by Purchaser. However, each of Ayala and Newbridge, along with the individuals on Exhibit A, disclaim beneficial ownership of the Shares owned by Purchaser, except for those shares directly owned by Newbridge.

The principal office of Purchaser, Providence, Providence GP VI and Providence VI is 50 Kennedy Plaza, 18th Floor, Providence, Rhode Island 02903.

The name, business address, present principal occupation or employment, principal business address and citizenship of each director and executive officer of Purchaser, Providence, Providence GP VI and Providence VI are set forth in the attached Exhibit A.

Providence VI’s principal business is the operation of an investment fund. Providence GP VI’s principal business is to serve as the general partner of Providence VI. Providence’s principal business is to serve as the general partner of Providence GP VI.

The principal office of Ayala is 34th Floor Tower One Exchange Plaza, Ayala Avenue, Makati City, Philippines 1226. Please refer to the Ayala Schedule 13D for additional information regarding Ayala.

During the last five years, none of the Reporting Persons nor, to the best of their knowledge, any of their respective officers and directors, has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The Reporting Persons have entered into a Joint Filing Agreement, dated as of the date hereof, a copy of which is attached hereto as Exhibit B.

Item 3. Source and Amount of Funds or Other Consideration

As described in the response set forth in Item 4, the Shares to which this Schedule 13D relate have not been purchased by the Reporting Persons, other than those Shares currently owned by Newbridge. In connection with the execution of the Acquisition Agreement (as defined herein), certain shareholders of the Issuer, including Newbridge, collectively the beneficial owners of approximately 66.5% of theoutstanding shares of the

Issuer,¹ entered into support agreements for the benefit of Purchaser in connection with the Offer.

With respect to the Offer as defined and described in Item 4 below (which Item 4 is incorporated herein by reference), the Reporting Persons estimate that the amount of funds necessary to complete the Offer is approximately $290 million (which includes the funds necessary to acquire all outstanding Shares and acquire/cancel all stock options and restricted stock units of the Issuer) plus transaction expenses. As described in further detail in Item 4 below, it is anticipated that the funding for the Offer will be in the form of up to $150 million in cash to be contributed by Providence VI to Purchaser, pursuant to the Providence Equity Commitment Letter (as defined in Item 4 below), and up to $150 million in cash to be contributed by Newbridge to Purchaser pursuant to the Newbridge Equity Commitment Letter (as defined in Item 4 below).

It is anticipated that the funds to be contributed by Providence VI to Purchaser will be contributed to Providence VI pursuant to Providence VI’s capital commitments. It is anticipated that the funds to be contributed by Newbridge to Purchaser will be contributed to Newbridge indirectly from Ayala’s general corporate funds.

This summary of the Providence Equity Commitment Letter and the Newbridge Equity Commitment Letter does not purport to be complete and is qualified in its entirety by reference to the Providence Equity Commitment Letter and the Newbridge Equity Commitment Letter which are attached as Exhibits D and E to this Schedule 13D and incorporated by reference in their entirety in to this Item 3.

Further, the information set forth in response to this Item 3 is qualified in its entirety by reference to the Acquisition Agreement (as defined in Item 4), the Newbridge Support Agreement (as defined in Item 4) and the Other Support Agreements (as defined in Item 4), which are incorporated herein by reference.

Item 4. Purpose of Transaction

Acquisition Agreement

On September 19, 2008, the Issuer and Purchaser entered into an Acquisition Agreement (the “Acquisition Agreement”). Under the terms of the Acquisition Agreement, Purchaser intends to commence a tender offer in the Philippines and the United States (the “Offer”), which may be amended from time to time in accordance with the terms of the Acquisition Agreement, to purchase all of the Issuer’s outstanding Shares, at a price per share in cash of $9.00 (the “Offer Price”). Subject to the terms of the Acquisition Agreement, it is anticipated that the Offer will commence on or before 25 business days after the public announcement of the entry into the Acquisition Agreement (which occurred on September 19, 2008).

_________________________

¹ This percentage is based solely on shares currently issued and outstanding and owned by such shareholders and does not include any options and/or restricted stock units. Please see footnote 2.

Completion of the Offer is subject to various conditions, including that at least 66.67% of the issued and outstanding Shares (on a fully diluted basis) have been tendered into the Offer, U.S.antitrust approval having been obtained and other customary conditions. Upon the completion of the Offer, and subject to applicable law, it is contemplated that the ADSs will become eligible for termination of registration pursuant to Section 12(g)(4) of the Act and will be delisted from the Nasdaq Global Market and that the Issuer’s common shares will be delisted from the Philippines Stock Exchange, Inc. and deregistered pursuant to the Securities Regulation Code of the Philippines.

Equity Commitment Letters and Limited Guarantees

Concurrently with the execution of the Acquisition Agreement, Providence VI delivered to Purchaser an equity commitment letter (the “Providence Equity Commitment Letter”). Pursuant to the Providence Equity Commitment Letter, Providence VI will contribute or cause to be contributed to Purchaser up to $150 million in cash for the purpose of funding the Offer, any other amounts to be paid by Purchaser to any person on the acceptance date of the Offer and any other related expenses.

Concurrently with the execution of the Acquisition Agreement, Newbridge also entered into a similar equity commitment letter with Purchaser pursuant to which it will contribute or cause to be contributed to Purchaser up to $150 million in cash (the “Newbridge Equity Commitment Letter”). Please refer to the Ayala Schedule 13D for additional information regarding the Newbridge Equity Commitment Letter.

Concurrently with the execution of the Acquisition Agreement, Providence VI entered into a Limited Guarantee (the “Providence Limited Guarantee”) in favor of the Issuer. Pursuant to the terms of the Limited Guarantee, Providence VI has agreed to pay to the Issuer 50% of (i) Purchaser’s payment obligations to the Issuer in respect of the termination fee of $14.5 million under the terms of the Acquisition Agreement if and when due and (ii) Purchaser’s obligations for breach of the terms of the Acquisition Agreement; provided that Providence VI’s maximum liability under the Limited Guarantee shall not exceed $7.25 million in the aggregate. Newbridge also entered into a similar limited guarantee in favor of the Issuer (the “Newbridge Limited Guarantee”, together with the Providence Limited Guarantee, the “Limited Guarantees”). Please also refer to the Ayala Schedule 13D for additional information regarding the Newbridge Limited Guarantee.

Support Agreements

Concurrently with the execution of the Acquisition Agreement, Purchaser entered into a Support Agreement with Newbridge (the “Newbridge Support Agreement”) for the benefit of Purchaser. Pursuant to the Newbridge Support Agreement, Newbridge has agreed to tender its Shares into the Offer and not withdraw any of its Shares from the Offer. Newbridge has also agreed to vote its Shares (i) in favor of (A) any adoption of the Acquisition Agreement and approval of the transactions contemplated thereby, (B) any individuals nominated by Purchaser to be directors of the Issuer, and (C) any other matter necessary for the consummation of the transactions contemplated by the Acquisition Agreement and the Offer and (ii) against (A) any action or agreement that would result in a breach of any representation, warranty, covenant, agreement or other obligation

of the Issuer in the Acquisition Agreement, (B) any extraordinary corporate transaction, (C) any agreement or other action that is intended to or could reasonably be expected to prevent, frustrate, impede, interfere with, delay, postpone or discourage the consummation of the Offer and (D) any amendment of any of the organizational documents of the Issuer or change in the voting rights of any class of its capital stock, and has granted an irrevocable proxy with respect to its Shares to Purchaser until the Acquisition Agreement is terminated in accordance with its terms or the Offer is terminated or withdrawn. Please also refer to the Ayala Schedule 13D for additional information regarding the Newbridge Support Agreement.

In addition to, and concurrent with the execution of the Acquisition Agreement and the Newbridge Support Agreement, Purchaser entered into Support Agreements (collectively, the “Other Support Agreements” and together with the Newbridge Support Agreement, the “Support Agreements”) with certain other holders of Shares (“Sellers”) for the benefit of Purchaser. Pursuant to the Other Support Agreements, Sellers have agreed to tender their Shares into the Offer and not withdraw any of its Shares from the Offer. Sellers have also agreed to vote their Shares (i) in favor of (A) any adoption of the Acquisition Agreement and approval of the transactions contemplated thereby and (B) any other matter necessary for the consummation of the transactions contemplated by the Acquisition Agreement and the Offer and (ii) against (A) any action or agreement that would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Issuer in the Acquisition Agreement, (B) any extraordinary corporate transaction and (C) any amendment of any of the organizational documents of the Issuer or change in the voting rights of any class of its capital stock, and has granted an irrevocable proxy with respect to its Shares to Purchaser until the Acquisition Agreement is terminated in accordance with its terms. Further, Sellers have agreed to (x) cause any of their designees on Issuer’s board of directors (or any committee thereof) to resign to the extent necessary to enable Issuer to comply with the Acquisition Agreement and (y) agree to immediately cease and cause to be terminated any existing discussions with any parties with respect to any acquisition proposal and use their reasonable best efforts to obtain the return from all such persons, or cause the destruction of, all copies of confidential information previously provided to such persons. Each Seller further agreed to provide stop transfer instructions to the transfer agent for their Shares.

The persons who have entered into the Support Agreements, and their respective share ownership, is as follows:

Shareholder	Common Shares	ADS	Stock Options	RSUs	Total Shares
Rafael LI. Reyes	1,576	n/a	10,000	9,508	21,084
Gary J. Fernandes	9,353	n/a	40,990	43,651	93,994
Derek Holley	75,000	550,497	n/a	670,600	1,296,097
Integrated Telecom LLC	n/a	1,126,722	n/a	n/a	1,126,722
James and Michelle Franke Family Trust	n/a	1,006,151	n/a	n/a	1,006,151
A. Soriano Corporation	1,883,966	n/a	n/a	n/a	1,883,966
Philippine American Life and General Insurance Company	491,566	n/a	n/a	n/a	491,566

Crimson Asia Capital L.P.	2,181,044	n/a	n/a	n/a	2,181,044
Crimson Velocity Fund, L.P.	2,499,152	n/a	n/a	n/a	2,499,152
Crimson Investment LTD.	929,450	n/a	n/a	n/a	929,450
AIG Asian Opportunity Fund LP	1,966,266	491,566	n/a	n/a	2,457,832
John R. Harris	43,492	n/a	791,250	90,208	924,950
J. Michael Dodson	47,261	n/a	135,000	48,119	230,380
John Paul Ho	n/a	n/a	6,250	9,508	15,758
James W. Franke	n/a	n/a	670,600	n/a	670,600
Newbridge International Investment Ltd.	4,436,624	1,955,926	n/a	n/a	6,392,550

Interim Investors Agreement

In connection with the transactions contemplated by the Acquisition Agreement, Providence VI and Newbridge entered into an Interim Investors Agreement (the “Interim Investors Agreement”). The Investors Agreement governs the management of Purchaser until the completion of the Offer and certain other matters as between Providence VI and Newbridge. Upon the completion of the Offer, it is contemplated that Newbridge and Providence VI will enter into a customary shareholders’ agreement.

Other than as described above, the Reporting Persons do not have any current plans or proposals that relate to or would result in any of the actions set forth in items (a) through (j) of Item 4 of Schedule 13D, although the Reporting Persons reserve the right to develop such plans or proposals and at any time the Offer and the transactions contemplated by the Acquisition Agreement could result in one or more of the actions set forth in items (a) through (j) of Item 4 of Schedule 13D, including the acquisition or disposition of additional Shares, a merger or other extraordinary transaction, a change to the present board of directors of the Issuer, a change to the present capitalization or dividend policy of the Issuer, the delisting of the Shares from the Philippine Stock Exchange, Inc. or the ADSs from the Nasdaq Global Market. The Reporting Persons are expected to take actions in furtherance of the Acquisition Agreement (including any amendment thereof) and the transactions contemplated thereby, including the Offer.

Standstill Agreement

In addition, as an inducement to the Issuer to enter into the Acquisition Agreement, Newbridge entered into a Standstill Agreement (the “Standstill Agreement”) with the Issuer, which would place certain restrictions on the actions of Newbridge and its affiliates in the event that the Acquisition Agreement is terminated and the Offer has not been completed. This summary of the Standstill Agreement does not purport to be complete and is qualified in its entirety by reference to the Standstill Agreement. Please refer to the Ayala Schedule 13D for additional information on the Standstill Agreement.

This summary of the Acquisition Agreement, the Providence Equity Commitment Letter, the Newbridge Equity Commitment Letter, the Limited Guarantees, the Support Agreements, and the Interim Investors Agreement does not purport to be complete and is qualified in its entirety by reference to the Acquisition Agreement, the Providence Equity Commitment Letter, the Newbridge Equity Commitment Letter, the Limited Guarantees, the Support Agreements, and the Interim Investors Agreement which are filed as Exhibits C through J to this Schedule 13D and incorporated by reference in their entirety in to this Item 4.

Item 5. Interest in Securities of the Issuer

(a) Purchaser, pursuant to the Support Agreements mentioned in Item 4 above, and for purposes of Rule 13d-3 promulgated under the Exchange Act, has voting power (as a consequence of the proxy granted in favor of Purchaser under the Support Agreements) over 19,695,612 Shares representing approximately 66.5% of the outstanding Shares of the Issuer as of September 11, 2008.² As described in the response set forth above, the Shares to which this Schedule 13D relate have not been purchased by the Reporting Persons other than those Shares currently owned by Newbridge as to which Ayala has filed the Ayala Schedule 13D.

As a result of the matters described in Item 4 above, the Reporting Persons may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act of 1934. Purchaser is a direct beneficial owner of the Shares as further described herein. The Reporting Persons may be deemed to beneficially own any Shares that may be beneficially owned by the Purchaser (as a consequence of the proxy granted in favor of the Purchaser under the Support Agreements). For purposes of disclosing the number of shares beneficially owned by each of the Providence Reporting Persons, Providence as the indirect general partner of Providence VI and general partner of Providence GP VI; Providence GP VI as the general partner of Providence VI; and Providence VI as a member of Purchaser may be deemed to beneficially own all Shares that are owned beneficially by Purchaser. However, each of Providence, Providence GP VI and Providence VI, along with the individuals on Exhibit A, disclaim beneficial ownership of the Shares owned by Purchaser. For purposes of disclosing the number of shares beneficially owned by Ayala, Ayala as the parent company of Newbridge and Newbridge as a member of Purchaser, may be deemed to beneficially own all shares that are owned beneficially by Purchaser. However, each of Ayala and Newbridge, along with the individuals on Exhibit A, disclaim beneficial ownership of the Shares owned by Purchaser, except for those shares directly owned by Newbridge.

Except as set forth in this Item 5(a), none of Providence, Providence GP VI or Providence VI, and, to the best of its knowledge, any persons named in Exhibit A hereto, directly owns any Shares. Please refer to the Ayala Schedule 13D for additional information regarding the ownership of Shares by Ayala and Newbridge.

_________________________

2 This percentage only includes current outstanding Shares, and does not include those Shares represented by options or restricted stock units granted to certain parties subject to the Support Agreements. The Shares covered by such options and restricted stock units would become subject to the Support Agreements upon exercise by the holder thereof. In the event such options and restricted stock units were included, along with all other outstanding stock options and restricted stock units issued by the Issuer, the number of Shares over which the Reporting Persons would have voting power would be 22,221,296 and the percentage reported would be approximately 63.8% on a fully-diluted basis.

The ownership percentages appearing on the cover pages have been calculated based on a total of 29,632,114 Shares outstanding, which is the number of Shares outstanding on September 11, 2008, as represented and warranted by the Issuer pursuant to the terms of the Acquisition Agreement.

(b) The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Statement on Schedule 13D are incorporated herein by reference. Please refer to the Ayala Schedule 13D for additional information regarding the ownership of Shares by Ayala.

(c) Except as described herein, neither the Reporting Persons, nor, to the Reporting Persons’ best knowledge, the persons listed on Exhibit A have effected any transactions in the Shares of the Issuer in the past 60 days.

(d)

Not applicable.

(e)

Not applicable.

The information in Exhibit A is incorporated by reference to this Item 5.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Each of the Acquisition Agreement, the Providence Equity Commitment Letter, the Newbridge Equity Commitment Letter, the Newbridge Support Agreement, the Other Support Agreements, the Interim Investor Agreement, and the Limited Guarantees (each of which is defined and described in Item 4, which definitions and descriptions are incorporated herein by reference) are filed as exhibits hereto and are incorporated by reference in their entirety into this Item 6.

Except as described in this Item 6, and in the Ayala Schedule 13D, to the best knowledge of Reporting Person, there are no contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, between the persons enumerated in Item 2, and any other person, with respect to any securities of the Issuer, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.

Item 7. Material to be Filed as Exhibits

Exhibit	Description	Location
Exhibit A	Officers and Directors	Filed herewith.
Exhibit B	Joint Filing Agreement	Filed herewith.
Exhibit C	Acquisition Agreement by and between eTelecare Global Solutions, Inc. and EGS Acquisition Co LLC, dated September 19, 2008.	Incorporated by reference to Exhibit 2.1 of the Issuer’s Current Report on Form 8-K filed September 23, 2008.

Exhibit D	Equity Commitment Letter of Providence Equity Partners VI International L.P., dated September 19, 2008.	Filed herewith.
Exhibit E	Equity Commitment Letter of Newbridge International Investment Ltd., dated September 19, 2008.	Incorporated by reference to Exhibit 7.02 of the Ayala Schedule 13D/A filed September 22, 2008.
Exhibit F	Support Agreement by and between EGS Acquisition Co LLC and Newbridge International Investment Ltd., dated September 19, 2008.	Incorporated by reference to Exhibit 7.03 of the Ayala Schedule 13D/A filed September 22, 2008.
Exhibit G	Form of Support Agreement entered into by and between EGS Acquisition Co LLC and each of the Sellers.	Incorporated by reference to Exhibit 99.1 of the Issuer’s Current Report on Form 8-K filed September 23, 2008.
Exhibit H	Interim Investors Agreement between Newbridge International Investment Ltd. and Providence Equity Partners VI International L.P., dated September 19, 2008.	Incorporated by reference to Exhibit 7.04 of the Ayala Schedule 13D/A filed September 22, 2008.
Exhibit I	Limited Guarantee by Providence Equity Partners VI International L.P. in favor of eTelecare Global Solutions, Inc, dated September 19, 2008.	Filed herewith.
Exhibit J	Limited Guarantee by Newbridge International Investment Ltd. in favor of eTelecare Global Solutions, Inc, dated September 19, 2008.	Incorporated by reference to Exhibit 7.05 of the Ayala Schedule 13D/A filed September 22, 2008.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

September 29, 2008

EGS ACQUISITION CO LLC

/s/ R. Davis Noell

Name: R. Davis Noell

Title: Vice President

/s/ Alfredo I. Ayala

Name: Alfredo I. Ayala

Title: Co-President

[Signature Page to 13D]

AYALA CORPORATION

/s/ Solomon M. Hermosura

Name: Solomon M. Hermosura

Title: Managing Director

[Signature Page to 13D]

PROVIDENCE EQUITY PARTNERS VI INTERNATIONAL L.P.

By: Providence Equity GP VI International L.P., its sole general partner

By: PEP VI International Ltd., its sole general partner

/s/ Raymond M. Mathieu

Name: Raymond M. Mathieu

Title: Treasurer and Secretary

[Signature Page to 13D]

PROVIDENCE EQUITY GP VI INTERNATIONAL L.P.

By: PEP VI International Ltd., its sole general partner

/s/ Raymond M. Mathieu

Name: Raymond M. Mathieu

Title: Treasurer and Secretary

[Signature Page to 13D]

PEP VI INTERNATIONAL LTD.

/s/ Raymond M. Mathieu

Name: Raymond M. Mathieu

Title: Treasurer and Secretary

[Signature Page to 13D]

Exhibit A

MANAGERS AND EXECUTIVE OFFICERS OF

EGS ACQUISITION CO LLC

The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Purchaser are set forth below.

Name	Employer & Business Address	Occupation/Position	Citizenship
Julie Richardson	EGS Acquisition Co LLC c/o Providence Equity L.L.C. 390 Park Avenue, 4th Floor New York, NY 10022	Manager; Co-President of Purchaser	US
Alfredo I. Ayala	EGS Acquisition Co LLC c/o Ayala Corporation 32/F Tower One Exchange Plaza Ayala Avenue Makati City, Philippines 1226	Manager; Co-President of Purchaser	Filipino
Christopher Halpin	EGS Acquisition Co LLC c/o Providence Equity L.L.C. 390 Park Avenue, 4th Floor New York, NY 10022	Vice President of Purchaser	US
R. Davis Noell	EGS Acquisition Co LLC c/o Providence Equity L.L.C. 390 Park Avenue, 4th Floor New York, NY 10022	Vice President of Purchaser	US
Thura Ko	EGS Acquisition Co LLC c/o Providence Equity Asia Limited 18th Floor, York House The Landmark 15 Queen’s Road Central Hong Kong	Vice President of Purchaser	United Kingdom
Solomon M. Hermosura	EGS Acquisition Co LLC c/o Ayala Corporation 33/F Tower One Exchange Plaza Ayala Avenue Makati City, Philippines 1226	Vice President of Purchaser	Filipino
Ginaflor C. Oris	EGS Acquisition Co LLC c/o Ayala Corporation 32/F Tower One Exchange Plaza Ayala Avenue Makati City, Philippines 1226	Vice President of Purchaser	Filipino

Renato O. Marzan

EGS Acquisition Co LLC
c/o Ayala Corporation

32/F Tower One Exchange Plaza

Ayala Avenue

Makati City, Philippines 1226

Vice President of Purchaser

Filipino

DIRECTORS AND EXECUTIVE OFFICERS OF

PEP VI INTERNATIONAL LTD.

The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Providence are set forth below.

Name	Employer & Business Address	Occupation/Position	Citizenship
Jonathan M. Nelson	Providence Equity Partners Inc. 50 Kennedy Plaza, Providence Rhode Island, 02903	Director; President and Chief Executive Officer of Providence	US
Glenn M. Creamer	Providence Equity Partners Inc. 50 Kennedy Plaza, Providence Rhode Island, 02903	Director; Managing Director, Executive Vice President of Providence	US
Paul J. Salem	Providence Equity Partners Inc. 50 Kennedy Plaza, Providence Rhode Island, 02903	Director; Managing Director, Executive Vice President of Providence	US
Raymond M. Mathieu	Providence Equity Partners Inc. 50 Kennedy Plaza, Providence Rhode Island, 02903	Chief Financial Officer, Treasurer and Secretary of Providence	US

DIRECTORS AND EXECUTIVE OFFICERS OF

PROVIDENCE EQUITY PARTNERS VI INTERNATIONAL L.P.

The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Providence VI are set forth below.

Name	Employer & Business Address	Occupation/Position	Citizenship
N/A – Please see those for Providence

DIRECTORS AND EXECUTIVE OFFICERS OF

PROVIDENCE EQUITY GP VI INTERNATIONAL L.P.

The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Providence GP VI are set forth below.

Name	Employer & Business Address	Occupation/Position	Citizenship
N/A – Please see those for Providence

DIRECTORS AND EXECUTIVE OFFICERSOF

AYALA CORPORATION

The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Ayala Corporation are set forth below.

Name	Employer & Business Address	Occupation/Position	Citizenship
Jaime Augusto Zobel de Ayala II	Ayala Corporation 34/F Tower One Exchange Plaza, Ayala Avenue, Makati City, Philippines 1226	Director; Chairman and CEO of Ayala Corporation	Filipino
Fernando Zobel de Ayala	Ayala Corporation 34/F Tower One Exchange Plaza, Ayala Avenue, Makati City, Philippines 1226	Director; President and COO of Ayala Corporation	Filipino
Mercedita S. Nolledo	Ayala Corporation 34/F Tower One Exchange Plaza, Ayala Avenue, Makati City, Philippines 1226	Director; Senior Managing Director; Senior Counsel & Corporate Secretary of Ayala Corporation	Filipino
Delfin L. Lazaro	Ayala Corporation 34/F Tower One Exchange Plaza, Ayala Avenue, Makati City, Philippines 1226	Director of Ayala Corporation; Chief Executive Officer of AC Capital	Filipino
Xavier P. Loinaz	c/o Bank of the Philippine Islands 19/F BPI Head Office Ayala Avenue corner Paseo de Roxas, Makati City, Philippines 1226	Director of Ayala Corportation; Director of Bank of the Philippine Islands; Director of Globe Telecom Inc.	Filipino
Meneleo J. Carlos, Jr.	c/o RI Chemical Corporation E. Rodriguez Ave., Bgy. Bagong Ilog, Pasig City, Philippines	Director; Chairman and President of RI Chemical Corporation; President of Resins, Inc.; President of Riverbanks Development Corporation; Director of Integrated Micro-electronics, Inc.,	Filipino
Toshifumi Inami	c/o Mitsubishi Corporation 52/F PBCom Tower VA Rufino St., Makati City, Philippines	Director; General Manager of Mitsubishi Corporation-Manila Branch; Senior Vice President of Mitsubishi Corporation-Tokyo, Japan	Japanese
Rufino Luis T. Manotok	Ayala Corporation 34/F Tower One Exchange Plaza, Ayala Avenue, Makati City, Philippines 1226	Senior Managing Director; Corporate Information Officer; Chief Finance Officer of Ayala Corporation	Filipino
Ramon G. Opulencia	Ayala Corporation 33/F Tower One Exchange Plaza, Ayala Avenue, Makati City, Philippines 1226	Managing Director; Treasurer of Ayala Corporation	Filipino
Renato O. Marzan	Ayala Corporation 33/F Tower One Exchange Plaza, Ayala Avenue, Makati City, Philippines 1226	Managing Director; General Counsel; Asst. Corporate Secretary; Compliance Officer of Ayala Corporation	Filipino
John Philip S. Orbeta	Ayala Corporation 32/F Tower One Exchange Plaza, Ayala Avenue, Makati City, Philippines 1226	Managing Director of Ayala Corporation	Filipino

DIRECTORS AND EXECUTIVE OFFICERS OF

AZALEA INTERNATIONAL VENTURE PARTNERS LTD.

The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Azalea International Venture Partners Ltd. (“Azalea”) are set forth below.

Name	Employer & Business Address	Occupation/ Position	Citizenship
Delfin L. Lazaro	c/o Ayala Corporation 34/F Tower One Exchange Plaza, Ayala Avenue, Makati City, Philippines 1226	Director; Chief Executive Officer of AC Capital	Filipino
Ricardo N. Jacinto	c/o Ayala Corporation 32/F Tower One Exchange Plaza, Ayala Avenue, Makati City, Philippines 1226	Director; Managing Director of Ayala Corporation	Filipino
Gerardo C. Ablaza, Jr.	c/o Globe Telecom 5/F Globe Telecom Plaza Pioneer cor Madison Sts. Mandaluyong City, Philippines	Director; President of Globe Telecom Inc.; Senior Managing Director of Ayala Corporation	Filipino
Rufino Luis T. Manotok	c/o Ayala Corporation 34/F Tower One Exchange Plaza, Ayala Avenue, Makati City, Philippines 1226	Director; Senior Managing Director Corporate Information Officer; Chief Finance Officer of Ayala Corporation	Filipino
Charles C. Cosgrove	c/o Ayala International Raffles City Tower #320-03 A Singapore	Director; Senior Managing Director of Ayala Corporation; CEO of AG Holdings, Ltd	US

DIRECTORS AND EXECUTIVE OFFICERS OF

LIVEIT INVESTMENTS LIMITED

The name, business address, title, present principal occupation or employment of each of the directors and executive officers of LiveIt Investments Limited (“LiveIt”)are set forth below.

Name	Employer & Business Address	Occupation/ Position	Citizenship
Alfredo I. Ayala	c/o Ayala Corporation 32/F Tower One Exchange Plaza, Ayala Avenue, Makati City, Philippines 1226	Director; Managing Director of Ayala Corporation	Filipino
Renato O. Marzan	c/o Ayala Corporation 33/F Tower One Exchange Plaza, Ayala Avenue, Makati City, Philippines 1226	Director; Managing Director, General Counsel, Asst. Corporate Secretary & Compliance Officer of Ayala Corporation	Filipino

DIRECTORS AND EXECUTIVE OFFICERS OF

NEWBRIDGE INTERNATIONAL INVESTMENT LTD.

The name, business address, title, present principal occupation or employment of each of the directors and executive officers of Newbridge International Investment Ltd. are set forth below.

Name	Employer & Business Address	Occupation/ Position	Citizenship
Alfredo I. Ayala	c/o Ayala Corporation 32/F Tower One Exchange Plaza, Ayala Avenue, Makati City, Philippines 1226	Director; Managing Director of Ayala Corporation	Filipino
Renato O. Marzan	c/o Ayala Corporation 33/F Tower One Exchange Plaza, Ayala Avenue, Makati City, Philippines 1226	Director; Managing Director, General Counsel, Asst. Corporate Secretary & Compliance Officer of Ayala Corporation	Filipino

Exhibit B

AGREEMENT AS TO JOINT FILING OF SCHEDULE 13D

Dated September 29, 2008

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate.

This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.

September 29, 2008

EGS ACQUISITION CO LLC

/s/ R. Davis Noell

Name: R. Davis Noell

Title: Vice President

/s/ Alfredo I. Ayala

Name: Alfredo I. Ayala

Title: Co-President

[Joint Filing Agreement]

AYALA CORPORATION

/s/ Solomon M. Hermosura

Name: Solomon M. Hermosura

Title: Managing Director

[Joint Filing Agreement]

PROVIDENCE EQUITY PARTNERS VI INTERNATIONAL L.P.

By: Providence Equity GP VI International L.P., its sole general partner

By: PEP VI International Ltd., its sole general partner

/s/ Raymond M. Mathieu

Name: Raymond M. Mathieu

Title: Treasurer and Secretary

[Joint Filing Agreement]

PROVIDENCE EQUITY GP VI INTERNATIONAL L.P.

By: PEP VI International Ltd., its sole general partner

/s/ Raymond M. Mathieu

Name: Raymond M. Mathieu

Title: Treasurer and Secretary

[Joint Filing Agreement]

PEP VI INTERNATIONAL LTD.

/s/ Raymond M. Mathieu

Name: Raymond M. Mathieu

Title: Treasurer and Secretary

[Joint Filing Agreement]

EX-99 2 mm09-2608_13decltr.htm

EXHIBIT D

EQUITY COMMITMENT LETTER

September 19, 2008

To:	EGS Acquisition Co LLC

Re:

Equity Commitment

Ladies and Gentlemen:

1. Reference is made to the Acquisition Agreement, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Acquisition Agreement”), between EGS Acquisition Co LLC (“Purchaser”) and eTelecare Global Solutions, Inc. (the “Company”), pursuant to which Purchaser has agreed, among other things and subject to the terms and conditions of the Acquisition Agreement, to commence a tender offer to purchase all of the Company’s issued and outstanding common shares, par value PhP2.00 per share, listed on the Philippine Stock Exchange, Inc. and all of the Company’s issued and outstanding American Depository Shares traded on the Nasdaq Global Market (the “Transactions”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Acquisition Agreement. The persons listed on Exhibit A are collectively referred to herein as the “Investors”, each an “Investor”. This letter is being delivered by the undersigned to Purchaser in connection with the execution of the Acquisition Agreement, as of the date hereof, by Purchaser. All references to “$” in this letter shall be to United States Dollars.

2. In the event of the satisfaction or waiver by Purchaser of the Tender Offer Conditions in accordance with the terms of the Acquisition Agreement, we agree that on the Acceptance Date the undersigned will contribute or cause to be contributed to Purchaser up to $150,000,000 (such amount, the “Commitment Amount”), which amount shall be used by Purchaser together with the equity proceeds from the other Commitment to fund the Offer Price, pay any other amounts to be paid by Purchaser to any person on the Acceptance Date on the terms set forth in the Acquisition Agreement and pay for related expenses. The undersigned will not be under any obligation pursuant to the preceding sentence unless and until the Tender Offer Conditions are satisfied or waived by Purchaser in accordance with the terms of the Acquisition Agreement. The undersigned will not be under any obligation under any circumstances to contribute or cause to be contributed more than the Commitment Amount to Purchaser. At the option and direction of Purchaser, the undersigned will fund the Commitment Amount in part on the Acceptance Date (or such other date thereafter as directed by Purchaser) and thereafter from time to time as directed by Purchaser; provided that Purchaser shall, to the extent reasonably practicable, direct the undersigned to fund portions of the Commitment Amount pro rata with the other Investor funding commitment amounts pursuant to the other Commitment.

3. This letter and the obligation of the undersigned to fund the Commitment Amount will terminate automatically and immediately (without any further action on the part of any undersigned person or any other person) upon the earlier to occur of (a) the Acceptance Date, upon discharge of its obligations hereunder, (b) the termination of the Acquisition Agreement

pursuant to its terms, or (c) the Company or any of its Affiliates asserting in any litigation or other proceeding any claim against any Investor or its Affiliates, including under any limited guarantee of even date herewith of any Investor (each, a “Limited Guarantee”).

4. The undersigned’s obligation to fund the Commitment may not be assigned, except as permitted in this paragraph. Subject to the terms of any Interim Investors Agreement or similar agreement entered into by and between the Investors on or after the date hereof in connection with the Transactions, the undersigned may assign all or a portion of its obligations to fund the Commitment to any of the undersigned’s Affiliates and/or limited partners; provided, that, except to the extent otherwise agreed by Purchaser, any such assignment shall not relieve the undersigned of its obligations under this letter. Purchaser may assign its rights to another wholly-owned direct or indirect subsidiary, Affiliate, or other entity owned directly or indirectly by the beneficial owners of Purchaser.

5. Notwithstanding anything that may be expressed or implied in this letter, Purchaser, by its acceptance of the benefits of this equity commitment, covenants, agrees and acknowledges that no person other than the undersigned shall have any obligation hereunder and that, notwithstanding that the undersigned may be a corporation, partnership or limited liability company, no recourse hereunder or under any documents or instruments delivered in connection herewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate or assignee of the undersigned or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate or assignee of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate or assignee of the undersigned or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder Affiliate or assignee of any of the foregoing, as such, for any obligations of the undersigned under this letter or any documents or instrument delivered in connection herewith or for any claim based on, in respect of, or by reason of such obligation or their creation.

6. Unless assigned in accordance with the terms herein, this letter may only be enforced by Purchaser. Purchaser’s creditors shall not have any right either to enforce this letter or to cause Purchaser or the undersigned to enforce this letter.

7. Concurrently with the execution and delivery of this letter, the undersigned or an Affiliate of the undersigned is executing and delivering to the Company a Limited Guarantee related to Purchaser’s monetary obligations under the Acquisition Agreement. The Company’s remedies against the undersigned under its Limited Guarantee shall, and are intended to be, the sole and exclusive direct or indirect remedies available to the Company against the undersigned and any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, or Affiliate of the undersigned or any former, current or future director, officer, employee, agent, general or limited partner, manager, stockholder, or Affiliate of any of the foregoing in respect of any liabilities or obligations arising under, or in connection with, the Acquisition Agreement and the Transactions contemplated thereby, including in the

event Purchaser breaches its obligations under the Acquisition Agreement, whether or not Purchaser’s breach is caused by the undersigned’s breach of its obligations under this letter.

9. Except to the extent required by applicable Law, including the rules and regulations promulgated of any securities exchange or the rules and regulations promulgated under the Exchange Act and PCC and SRC, this letter shall be treated as confidential and is being provided to Purchaser solely in connection with the Transactions. This letter may not be used, circulated, quoted or otherwise referred to in any document, except with the written consent of the undersigned. Notwithstanding the foregoing, this letter may be provided to the Company if it agrees to treat the letter as confidential, except that the Company may disclose the existence of this letter to its advisors on a confidential basis in connection with the evaluation of the Transactions or to the extent required by applicable Law or the applicable rules of any national securities exchange.

10. This letter may be executed in counterparts and by facsimile, each of which, when so executed, shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. This letter shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed in that State. All claims, actions, proceedings, suits, complaints, petitions or other legal proceedings (collectively, “Actions”) arising out of or relating to this letter shall be heard and determined exclusively in any Delaware state or federal court sitting in New Castle County, Delaware. The parties hereto hereby (a) submit to the exclusive jurisdiction of any state or federal court sitting in New Castle County, Delaware for the purpose of any Action arising out of or relating to this letter brought by any party hereto, and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this letter or the transactions contemplated hereby may not be enforced in or by any of the above-named courts.

11. This letter may not be amended except by an instrument in writing signed by each of the parties hereto and consented to in writing (which consent shall not be unreasonably withheld) by the Company.

12. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LETTER OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

[The remainder of this page has been intentionally left blank.]

Very truly yours,

PROVIDENCE EQUITY PARTNERS VI INTERNATIONAL L.P.

By: Providence Equity GP VI International L.P., its sole general partner

By: PEP VI International Ltd., its sole general partner

By: /s/ Jonathan M. Nelson

Name: Jonathan M. Nelson

Title: Title: Chief Executive Officer

[SIGNATURE PAGE TO EQUITY COMMITMENT LETTER]

EGS ACQUISITION CO LLC


By:	/s/ R. Davis Noell
Name:	R. Davis Noell
Title:	Vice President

By:	/s/ Solomon M. Hermosura
Name:	Solomon M. Hermosura
Title:	Vice President

[SIGNATURE PAGE TO EQUITY COMMITMENT LETTER]

Exhibit A

Investors

Providence Equity Partners VI International L.P.

Newbridge International Investment Ltd.

EX-99 3 mm09-2608_13dltdguar.htm

EXHIBIT I

LIMITED GUARANTEE

Limited Guarantee, dated as of September 19, 2008 (this “Limited Guarantee”), by Providence Equity Partners VI International L.P. (the “Guarantor”), in favor of eTelecare Global Solutions, Inc., a Philippines corporation (the “Guaranteed Party”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Acquisition Agreement. All references to “$” in this Limited Guarantee shall be to United States Dollars.

1. LIMITED GUARANTEE. To induce the Guaranteed Party to enter into an Acquisition Agreement dated as of September 19, 2008 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Acquisition Agreement”) between the Guaranteed Party and EGS Acquisition Co LLC, a Delaware limited liability company (“Purchaser”), pursuant to which Purchaser has agreed, among other things and subject to the terms and conditions of the Acquisition Agreement, to commence a tender offer to purchase all of the Guaranteed Party’s issued and outstanding common shares, par value PhP2.00 per share. listed on the Philippine Stock Exchange, Inc. and all of the Guaranteed Party’s issued and outstanding American Depository Shares traded on the Nasdaq Global Market (the “Acquisition”), the Guarantor hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party, the due and punctual payment of (i) 50% of the payment obligations of Purchaser with respect to the Termination Fee payable by Purchaser, if and when due pursuant to Section 5.5 of the Acquisition Agreement, and (ii) 50% of the Purchaser’s obligations for breach of the Acquisition Agreement, in each case subject to the terms and limitations of Section 5.5 and Section 6.13 of the Acquisition Agreement ((i) and (ii) together, the “Obligation”); provided that the maximum amount payable by the Guarantor hereunder shall not in any event exceed $7,250,000 in the aggregate (the “Cap”), it being understood that this Limited Guarantee may not be enforced without giving effect to the Cap.

2. NATURE OF GUARANTEE. The Guaranteed Party shall not be obligated to file any claim relating to the Obligation in the event that Purchaser becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment to the Guaranteed Party hereunder is rescinded or must otherwise be returned for any reason whatsoever, the Guarantor shall remain liable hereunder as if such payment had not been made (subject to the terms hereof). This is an unconditional guarantee of payment and not of collectibility.

3. CHANGES IN OBLIGATIONS, CERTAIN WAIVERS. The Guarantor agrees that the obligations of the Guarantor hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (a) the failure of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Purchaser or any other person interested in the transactions contemplated by the Acquisition Agreement (including any other guarantor pursuant to a limited guarantee dated as of the date hereof to be entered into between the Guaranteed Party and such other guarantor (the “Other Guarantor”); (b) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Purchaser or any other person interested in the transactions contemplated by the Acquisition Agreement (including the Other Guarantor); (c) the existence of any claim, set-off or other right which the Guarantor may have at

any time against Purchaser or the Guaranteed Party, whether in connection with the Obligation or otherwise; or (d) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Obligation. To the fullest extent permitted by Law, the Guarantor hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by the Guaranteed Party. The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligation, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the Obligation incurred and all other notices of any kind (except for notices to be provided to Purchaser and its counsel Weil, Gotshal & Manges LLP in accordance with Section 6.6 of the Acquisition Agreement), all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar Law now or hereafter in effect, any right to require the marshalling of assets of Purchaser or any other person interested in the transactions contemplated by the Acquisition Agreement (including the Other Guarantor), and all suretyship defenses generally (other than fraud or willful misconduct by the Guaranteed Party or any of its subsidiaries or affiliates, or defenses to the payment of the Obligation under the Acquisition Agreement that are available to Purchaser for breach by the Guaranteed Party of this Limited Guarantee). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Acquisition Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits.

The Guaranteed Party hereby covenants and agrees that it shall not institute, and shall cause its subsidiaries and affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Acquisition Agreement or the transactions contemplated thereby, against any Guarantor Affiliate or Purchaser Affiliate (as defined below) except for claims against the Guarantor under this Limited Guarantee and against the Other Guarantor under its written limited guarantee delivered contemporaneously herewith, and the Guarantor hereby covenants and agrees that it shall not institute, and shall cause its subsidiaries and Affiliates not to institute, any proceeding asserting that this Limited Guarantee is illegal, invalid or unenforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at Law); provided however, this Limited Guarantee shall not limit the remedies provided for in Section 6.13(b) of the Acquisition Agreement. Notwithstanding anything to the contrary contained in this Limited Guarantee, the Guaranteed Party hereby agrees that to the extent Purchaser is relieved of its obligations under the Acquisition Agreement, the Guarantor shall be similarly relieved of its obligations under this Limited Guarantee.

4. NO WAIVER. No failure on the part of the Guaranteed Party to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Guaranteed Party of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power.

5. REPRESENTATIONS AND WARRANTIES. The Guarantor hereby represents and warrants that:

(a) the execution, delivery and performance of this Limited Guarantee have been duly authorized by all necessary action and do not contravene any provision of the Guarantor’s charter, partnership agreement, operating agreement or similar organizational documents or any Law, regulation, rule, decree, order, judgment or contractual restriction binding on the Guarantor or its assets;

(b) all consents, approvals, authorizations, permits of, filings with and notifications to, any governmental authority necessary for the due execution, delivery and performance of this Limited Guarantee by the Guarantor have been obtained or made and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of this Limited Guarantee;

(c) this Limited Guarantee constitutes a legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at Law); and

(d) the Guarantor has the financial capacity to pay and perform its obligations under this Limited Guarantee, and all funds necessary for such Guarantor to fulfill its obligations under this Limited Guarantee shall be available to such Guarantor for so long as this Limited Guarantee shall remain in effect in accordance with Section 8 hereof.

6. NO ASSIGNMENT. Neither the Guarantor nor the Guaranteed Party may assign its rights, interests or obligations hereunder to any other person (except by operation of Law) without the prior written consent of the Guaranteed Party or the Guarantor, as the case may be; except that if a portion of Guarantor’s commitment under the Equity Commitment Letter (as defined below) is assigned in accordance with the terms thereof, then a corresponding portion of its obligations hereunder may be assigned to the same assignee; provided that notwithstanding such assignment, Guarantor shall not be released from the Obligations hereunder.

7. NOTICES. All notices and other communications hereunder shall be in writing in the English language and shall be given (a) on the date of delivery if delivered personally, (b) on the date of delivery if delivered by a nationally recognized next-day courier service, (c) on the date of delivery if delivered by registered or certified mail (postage prepaid, return receipt requested) or (d) if sent by facsimile transmission, when transmitted and receipt is confirmed. All notices to the Guarantor hereunder shall be delivered as set forth below or to such other address or facsimile number as the Guarantor shall have notified the Guaranteed Party in a written notice delivered to the Guaranteed Party in accordance with the Acquisition Agreement:

If to Guarantor:

Providence Equity Partners VI International L.P.

c/o Providence Equity L.L.C.

390 Park Avenue, 4th Floor

New York, NY 10022

Attention:

Julie Richardson

Facsimile:

(212) 521-0845

with a copy to (which shall not constitute notice):

Weil, Gotshal & Manges LLP

29th Floor, Gloucester Tower

The Landmark, 15 Queen’s Road Central

Hong Kong

Telephone:

(852) 3476-9100

Facsimile:

(852) 3015-9354

Attention:

Peter Feist

8. CONTINUING GUARANTEE. Subject to the last sentence of Section 3 hereof, this Limited Guarantee shall terminate and the Guarantor shall have no further Obligation under this Limited Guarantee as of the earlier of (a) the Acceptance Date, (b) the termination of the Acquisition Agreement in circumstances where no Termination Fee is payable, (c) the Obligation payable under this Limited Guarantee has been paid in full (subject to the Cap) and (d) the three (3) month anniversary of the date of termination of the Acquisition Agreement if the Guaranteed Party has not presented a claim for payment hereunder to the Guarantor by such date. Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its subsidiaries or affiliates asserts in any litigation or other proceeding that the provisions hereof (including, without limitation, Section 1 hereof) limiting the Guarantor’s liability or any other provisions of this Limited Guarantee are illegal, invalid or unenforceable in whole or in part, or asserting any theory of liability against the Guarantor or any Guarantor Affiliate or Purchaser with respect to the transactions contemplated by the Acquisition Agreement or this Limited Guarantee other than liability of the Guarantor under this Limited Guarantee (as limited by the provisions hereunder, including Section 1), then (x) the obligations of the Guarantor under this Limited Guarantee shall terminate ab initio and be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover such payments from the Guaranteed Party, and (z) neither the Guarantor nor any Guarantor Affiliates or Purchaser Affiliates shall have any liability to the Guaranteed Party with respect to the transactions contemplated by the Acquisition Agreement or under this Limited Guarantee.

9. NO RECOURSE. The Guaranteed Party acknowledges that the sole asset of Purchaser is cash in a de minimis amount, and that no additional funds are expected to be contributed to Purchaser unless and until the Acceptance Date. Notwithstanding anything that may be expressed or implied in this Limited Guarantee or any document or instrument delivered contemporaneously herewith, and notwithstanding the fact that the Guarantor may be a partnership or limited liability company, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party acknowledges and agrees that it has no right of recovery

against, and no personal liability shall attach to, the Guarantor or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, affiliate or assignee of the Guarantor or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, affiliate or assignee of any of the foregoing (collectively, but not including Purchaser, each a “Guarantor Affiliate or Purchaser Affiliate”), through Purchaser or otherwise, whether by or through attempted piercing of the corporate (or limited liability company) veil, by or through a claim by or on behalf of Purchaser against Guarantor or any Guarantor Affiliate or Purchaser Affiliate (including a claim to enforce any of the commitment letters, each dated as of date hereof, from the Guarantor and the Other Guarantor, respectively, to Purchaser (the “Equity Commitment Letters”), by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable law, or otherwise, except for its rights to recover from the Guarantor (but not any Guarantor Affiliate or Purchaser Affiliate (including any general partner or managing member)) under and to the extent provided in this Limited Guarantee and subject to the Cap and the other limitations described herein and its rights against the Other Guarantor pursuant to its written limited guarantee delivered contemporaneously herewith. Recourse against the Guarantor under and pursuant to the terms of this Limited Guarantee and against the Other Guarantor pursuant to the terms of its written limited guarantee delivered contemporaneously herewith shall be the sole and exclusive remedy of the Guaranteed Party and all of its affiliates against the Guarantor and Other Guarantor and any of their respective Guarantor Affiliates or Purchaser Affiliates in respect of any liabilities or the Obligation arising under, or in connection with, the Acquisition Agreement or the transactions contemplated thereby. Nothing set forth in this Limited Guarantee shall affect or be construed to confer or give to any person other than the Guaranteed Party (including any person acting in a representative capacity) any rights or remedies against any Person, including Guarantor.

10. RELEASE. (a) By its acceptance of this Limited Guarantee, the Guaranteed Party hereby covenants and agrees that (1) neither the Guaranteed Party nor any of its subsidiaries, Affiliates, officers, directors, security holders or representatives has or shall have any right of recovery under or in connection with the Acquisition Agreement, or the transactions contemplated thereby or otherwise relating thereto, and to the extent that it has or obtains any such right it, to the maximum extent permitted by Law, hereby waives (on its own behalf and on behalf of each of the aforementioned persons) each and every such right against, and hereby releases, the Guarantor and each of the Guarantor Affiliates or Purchaser Affiliates from and with respect to any claim, known or unknown, now existing or hereafter arising, in connection with or otherwise relating to the Acquisition Agreement or the transactions contemplated thereby, whether by or through attempted piercing of the corporate (or limited liability company) veil, by or through a claim by or on behalf of Purchaser or any other person against any Guarantor or Guarantor Affiliate or Purchaser Affiliate, or otherwise under any theory of Law or equity (the “Released Claims”), other than claims against the Guarantor pursuant to this Limited Guarantee (subject to the Cap); and (2) recourse against the Guarantor under this Limited Guarantee (and subject to the Cap) shall be the sole and exclusive remedy of the Guaranteed Party. The Guaranteed Party hereby covenants and agrees that it shall not institute, directly or indirectly, and shall cause its affiliates not to institute, any proceeding or bring any other claim arising under, or in connection with, the Acquisition Agreement or the transactions contemplated thereby or otherwise relating thereto, against Purchaser, Guarantor or any Guarantor Affiliate or Purchaser Affiliate except claims against the Guarantor under this Limited Guarantee (subject to

the limitations described herein). Notwithstanding the foregoing, in connection with the pursuit by the Guaranteed Party of a claim under this Limited Guarantee, the Guaranteed Party may pursue a declaratory judgment claim against Purchaser, but solely to the extent necessary to demonstrate that Purchaser has failed to perform its obligation under the Acquisition Agreement; provided, that such claim by the Guaranteed Party does not seek any other remedy (including damages) against Purchaser.

11. GOVERNING LAW. This Limited Guarantee and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Limited Guarantee or the negotiation, execution or performance of this Limited Guarantee, shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed in that State. All claims arising out of or relating to this Limited Guarantee shall be heard and determined exclusively in any Delaware state or federal court sitting in New Castle County, Delaware. The parties hereto hereby (a) submit to the exclusive jurisdiction of any state or federal court sitting in New Castle County, Delaware for the purpose of any claim arising out of or relating to this Limited Guarantee brought by any party hereto, and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, that the venue of the claim is improper, or that this Limited Guarantee or the transactions contemplated hereby may not be enforced in or by any of the above-named courts.

12. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LIMITED GUARANTEE OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

13. COUNTERPARTS. This Limited Guarantee may be executed and delivered (including by facsimile transmission) in two or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

14. SEVERABILITY. If any term or other provision of this Limited Guarantee is invalid, illegal or incapable of being enforced by any rule of Law, or public policy, all other conditions and provisions of this Limited Guarantee shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party; provided, however, that this Limited Guarantee may not be enforced without giving effect to the provisions of Section 1 hereof. No party hereto shall assert, and each party shall cause its respective affiliates not to assert, that this Limited Guarantee or any part hereof is invalid, illegal or unenforceable. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Limited Guarantee so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner

in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

15. HEADINGS. Headings are used for reference purposes only and do not affect the meaning or interpretation of this Limited Guarantee.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the Guarantor has caused this Limited Guarantee to be executed and delivered as of the date first written above by its officer thereunto duly authorized.

PROVIDENCE EQUITY PARTNERS VI INTERNATIONAL L.P.

By: Providence Equity GP VI International L.P., its sole general partner

By: PEP VI International Ltd., its sole general partner

By: /s/ Jonathan M. Nelson

Name: Jonathan M. Nelson

Title: Chief Executive Officer

[SIGNATURE PAGE TO LIMITED GUARANTEE]

IN WITNESS WHEREOF, the Guaranteed Party has caused this Limited Guarantee to be executed and delivered as of the date first written above by its officer thereunto duly authorized.

ETELECARE GLOBAL SOLUTIONS, INC.

	By:	/s/ John Harris
	Name:	John Harris
	Title:	President and Chief Executive Officer

[SIGNATURE PAGE TO LIMITED GUARANTEE]