sc13dza

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EuDgeV0dn9Smn3WzlK8lxPh77pmi1BjeuAejQFBIHhhDyq1YP07atIhrUeZPXVXt 1It24o5mWDn+3stcQLkVqw== 0000950153-08-001702.txt : 20081002 0000950153-08-001702.hdr.sgml : 20081002 20081002060953 ACCESSION NUMBER: 0000950153-08-001702 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20081002 DATE AS OF CHANGE: 20081002 GROUP MEMBERS: CRIMSON ASIA CAPITAL L.P. GROUP MEMBERS: CRIMSON INVESTMENT LTD. GROUP MEMBERS: CRIMSON VELOCITY FUND L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Ho John-Paul CENTRAL INDEX KEY: 0001427150 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 6502336902 MAIL ADDRESS: STREET 1: 530 LYTTON AVENUE CITY: PALO ALTO STATE: CA ZIP: 94301 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82854 FILM NUMBER: 081101292 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 SC 13D/A 1 p76567sc13dza.htm SC 13D/A sc13dza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Rule 13d-2)
(Amendment No. 1)*

eTelecare Global Solutions, Inc.

(Name of Issuer)


Common Stock, PhP 2.00 par value		29759R102

(Title of class of securities)		(CUSIP number)

John-Paul Ho c/o Crimson Investment Ltd.
530 Lytton Avenue, Palo Alto, CA 94301, (650) 233-6902

(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-1(f) or 240.13d-1(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

NAME OF REPORTING PERSONS:

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
John-Paul Ho

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a) o

(b) o

SEC USE ONLY:

SOURCE OF FUNDS:

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

USA

SOLE VOTING POWER:

NUMBER OF

17,612

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

None

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

17,612

WITH

SHARED DISPOSITIVE POWER:

none

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

17,612

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

Less than 1.0%

TYPE OF REPORTING PERSON:


CUSIP No.		29759R102

NAME OF REPORTING PERSONS:

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Crimson Investment Ltd.
EIN No.: 98-0459006

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a) o

(b) o

SEC USE ONLY:

SOURCE OF FUNDS:

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Cayman Island

SOLE VOTING POWER:

NUMBER OF

929,450

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

None

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

929,450

WITH

SHARED DISPOSITIVE POWER:

None

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

929,450

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

3.1%

TYPE OF REPORTING PERSON:


CUSIP No.		29759R102

NAME OF REPORTING PERSONS:

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Crimson Asia Capital L.P.
EIN No.: 98-0226174

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a) o

(b) o

SEC USE ONLY:

SOURCE OF FUNDS:

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Cayman Island

SOLE VOTING POWER:

NUMBER OF

2,181,044

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

none

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

2,181,044

WITH

SHARED DISPOSITIVE POWER:

none

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

2,181,044

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

7.4%

TYPE OF REPORTING PERSON:


CUSIP No.		29759R102

NAME OF REPORTING PERSONS:

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Crimson Velocity Fund L.P.
EIN No.: 98-0458184

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a) o

(b) o

SEC USE ONLY:

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

Cayman Island

SOLE VOTING POWER:

NUMBER OF

2,499,152

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

none

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

2,499,152

WITH

SHARED DISPOSITIVE POWER:

none

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

2,499,152

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

8.4%

TYPE OF REPORTING PERSON:

General

This Amendment No. 1 amends and supplements the statement on Schedule 13D (the “Schedule 13D/A”), filed with the United States Securities and Exchange Commission (the “Commission”) on February 20, 2008. Except as supplemented herein, such statements, as heretofore amended and supplemented, remain in full force and effect. The purpose of this Amendment No. 1 is to furnish the additional information contained herein.

The information set forth in the Exhibits to this Amendment No. 1 is hereby expressly incorporated herein by reference, and the responses to each item of this Amendment No. 1 are qualified in their entirety by the provisions of such Exhibits.

Item 1. Security of Issuer.

This statement relates to the Common Shares of eTelecare Global Solutions, Inc., a corporation duly organized and existing under Philippine laws (“eTelecare”) with a par value of PhP 2.00 per share (the “Common Shares”). The principal executive offices of eTelecare are located at 31st Floor CyberOne Building, Eastwood City, Cyberpark, Libis, Quezon City 1100, Philippines. The Common Shares of eTelecare were registered with the U.S. Securities and Exchange Commission on March 27, 2007.

Item 2. Identity and Background.

(a) Name:

This statement is being filed jointly by the following (each a “Reporting Person” and collectively the “Reporting Persons”): (1) John-Paul Ho, a director of eTelecare, (2) Crimson Investment Ltd. (“Crimson”), a Cayman Island limited partnership, (3) Crimson Asia Capital L.P. (“Crimson Asia”), a Cayman Island limited partnership, and (4) Crimson Velocity Fund L.P. (“Crimson Velocity”), a Cayman Island limited partnership. The Reporting Persons have entered into a Joint Filing Agreement, dated as of February 18, 2008, a copy of which is filed herewith as Exhibit 7.1 and is incorporated herein by reference, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, as amended.

Mr. Ho is the director of Crimson Capital Management Ltd. which is the General Partner for Crimson and Crimson Asia. Mr. Ho is also the director of Crimson Velocity Management L.P. which is the General Partner for Crimson Velocity.

(b) Residence or Business Address:

The principal business address of each of the Reporting Persons is 530 Lytton Avenue, Palo Alto, California 94301.

The principal business of each of Crimson, Crimson Asia and Crimson Velocity is that of an international investment limited partnership. John-Paul Ho, a director of eTelecare, founded Crimson Investment, an international private equity firm and has served as a partner since 1993.

(d) and (e) No Convictions or Proceedings:

During the last five years, none of the Reporting Persons has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) 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.

(f) Citizenship:

Mr. Ho is a citizen of the United States and each of Crimson, Crimson Asia and Crimson Velocity is organized under the laws of the Cayman Island.

Item 3. Source and Amount of Funds or Other Consideration.

All of the Common Shares reported as beneficially owned that were acquired for cash consideration were acquired with working capital of the acquiring party and no Common Shares were acquired with borrowed funds.

Crimson, Crimson Asia and Crimson Velocity originally invested an aggregate of $19,365,225 in securities of SPI Technologies Inc. (“SPI”) (the former parent of eTelecare). On August 19, 2003 eTelecare was spun-off from SPI and Crimson, Crimson Asia and Crimson Velocity received Common Shares of eTelecare as a dividend from SPI. In connection with the spin-off (i) Crimson received 929,450 Common Shares of eTelecare, (ii) Crimson Asia received 2,181,044 Common Shares of eTelecare and (iii) Crimson Velocity received 2,499,152 Common Shares of eTelecare.

Mr. Ho was issued 2 Common Shares of eTelecare on August 23, 2005 from eTelecare to qualify him to sit on the Board of Directors. In addition, (i) on November 1, 2006, Mr. Ho was granted options to purchase 6,250 Common Shares at an exercise price of $8.00 per share (the “Option”), (ii) on April 24, 2007, Mr. Ho was granted 3,704 ADSs (as defined below) subject to a Restricted Stock Unit (the “RSU”), which vests in equal amounts on a quarterly basis from the date of the grant, and (iii) on May 21, 2008, Mr. Ho was granted 7,656 ADSs subject to a RSU, which vests in equal amounts on a quarterly basis from the date of the grant.

On September 3, 2007, eTelecare amended its Articles of Incorporation to reflect a change in the number of authorized Common Shares to 65,000,000 Common Shares and effected a two-for-one reverse split of all the outstanding Common Shares.

All references contained in this statement to amounts of Common Shares owned by the Reporting Persons are expressed in post-split numbers.

Item 4. Purpose of Transaction.

Item 4 is hereby supplemented as follows:

On September 19, 2008, eTelecare entered into an Acquisition Agreement (the “Acquisition Agreement”) by and between eTelecare and EGS Acquisition Co LLC (“BidCo”).

Under the terms of the Acquisition Agreement, BidCo will 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 eTelecare’s outstanding Shares (as defined below), 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 no later than 25 business days after the public announcement of the entry into the Acquisition Agreement on September 19, 2008. Completion of the Offer is subject to various conditions, including that at least 66.67% of the issued and outstanding Shares have been tendered into the Offer, U.S. antitrust approval having been obtained and other customary conditions. Upon the completion of the Offer, it is contemplated that all of eTelecare’s issued and outstanding American Depositary Shares traded on the Nasdaq Global Market (the “ADSs”) (which ADSs, together with the Common Shares are hereinafter referred to as the “Shares”) will be delisted from the Nasdaq Global Market and will become eligible for termination of registration pursuant to Section 12(g)(4) of the Act, and eTelecare’s Common Shares will be delisted from the Philippines Stock Exchange, Inc. and deregistered pursuant to the Securities Regulation Code of the Philippines.

Concurrently with the execution of the Acquisition Agreement, each of the Reporting Persons entered into a Support Agreement (each, a “Support Agreement” and collectively, the “Support Agreements”) with BidCo. Pursuant to the Support Agreements, the Reporting Persons have agreed to tender all of their respective Shares into the Offer and not to withdraw any of their Shares from the Offer. The Reporting Persons 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 eTelecare in the Acquisition Agreement, (B) any extraordinary corporate transaction, and (C) any amendment of any the organizational documents of eTelecare 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 BidCo until the Acquisition Agreement is terminated in accordance with its terms or the Offer is terminated or withdrawn. Copies of the Support Agreements are attached as Exhibits 7.2 through 7.5 to this statement and are incorporated herein by reference.

Information set forth in response to this Item 4 is qualified in its entirety by reference to the Support Agreements, which are filed as exhibits hereto and are incorporated herein by reference.

Except as set forth above, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of this Schedule 13D/A.

Item 5. Interest in Securities of the Issuer.

(a) As of the date hereof, John-Paul Ho owns or may be deemed to beneficially own a total of (i) 2 Common Shares, directly, (ii) 6,250 Common Shares that are subject to the Option, all of which are fully vested as of the date hereof, and (iii) 11,360 ADSs subject to a RSU, of which 5,618 ADSs are vested. This is less than 1.0% of the Common Shares of eTelecare. This is based on 29,632,114 shares of the Common Shares issued and outstanding as of September 11, 2008 (the “Outstanding Stock”).

As of the date hereof, Crimson beneficially owns a total of 929,450 shares of Common Shares consisting of approximately 3.1% of the Outstanding Stock.

As of the date hereof, Crimson Asia beneficially owns a total of 2,181,044 shares of Common Shares consisting of approximately 7.4% of the Outstanding Stock.

As of the date hereof, Crimson Velocity beneficially owns a total of 2,499,152 shares of Common Shares consisting of approximately 8.4% of the Outstanding Stock.

As of the date hereof, Mr. Ho may be deemed, by virtue of his relationships with the other Reporting Persons, to indirectly beneficially own a total of 5,627,258 shares of Common Shares consisting of approximately 19.0% of the Outstanding Stock. Mr. Ho disclaims beneficial ownership of the shares owned by Crimson, Crimson Asia and Crimson Velocity except to the extent of his pecuniary interest therein.

In accordance with Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended (the “1934 Act”) and by virtue of the relationships described herein, the Reporting Persons may be deemed to

be part of a “group” for purposes of Section 13(d)(3) of the 1934 Act. The Reporting Persons disclaim that they are part of a “group” by virtue of the relationships described herein, and each disclaims beneficial ownership of all securities of eTelecare held by any other entity except to the extent of its pecuniary interest therein.

(b) Items 7 through 10 on pages 2 through 5 which relate to the voting and dispositive power are incorporated herein by reference to this response.

(c) No transactions were effected during the last sixty days by any of the Reporting Persons except as disclosed in Item 3.

(d) No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities that are the subject of this filing.

(e) Not applicable.

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

The responses to Items 3, 4 and 5 of this Schedule 13D/A and the Exhibits to this statement are incorporated herein by reference. Except as set forth herein, none of the Reporting Persons has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to securities of eTelecare, including, but not limited to, any contracts, arrangements, understandings or relationships concerning the transfer or voting of such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses or the giving or withholding of proxies.

Item 7. Materials to be Filed as Exhibits.

Exhibit 7.1		Joint Filing Amendment, dated February 18, 2008 (incorporated by reference to Exhibit 1 to the Reporting Persons’ Schedule 13D filed on February 20, 2008).

Exhibit 7.2		Support Agreement between EGS Acquisition Co LLC and John-Paul Ho, dated September 19, 2008.

Exhibit 7.3		Support Agreement between EGS Acquisition Co LLC and Crimson Investment Ltd., dated September 19, 2008.

Exhibit 7.4		Support Agreement between EGS Acquisition Co LLC and Crimson Asia Capital L.P., dated September 19, 2008.

Exhibit 7.5		Support Agreement between EGS Acquisition Co LLC and Crimson Velocity Fund, L.P., dated September 19, 2008.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.



Dated: September 30, 2008	/s/ John-Paul Ho
	John-Paul Ho

Dated: September 30, 2008	Crimson Investment Ltd.
	By:	/s/ John-Paul Ho
		John-Paul Ho, Authorized
		Signatory

Dated: September 30, 2008	Crimson Asia Capital L.P.
	By:	/s/ John-Paul Ho
		John-Paul Ho, Authorized
		Signatory

Dated: September 30, 2008	Crimson Velocity Fund L.P.
	By:	/s/ John-Paul Ho
		John-Paul Ho, Authorized
		Signatory

EX-7.2 2 p76567exv7w2.htm EX-7.2 exv7w2

Exhibit 7.2

EXECUTION COPY

SUPPORT AGREEMENT

This SUPPORT AGREEMENT (this “Agreement”), dated as of September 19, 2008, by and between EGS Acquisition Co LLC, a Delaware limited liability company (“Purchaser”) and John Paul Ho (“Shareholder”).

WHEREAS, concurrently with the execution of this Agreement, eTelecare Global Solutions, Inc., a Philippines corporation (“Company”) and Purchaser are entering into an Acquisition Agreement of even date herewith (the “Acquisition Agreement”);

WHEREAS, capitalized terms used but not defined in this Agreement have the meanings ascribed thereto in the Acquisition Agreement;

WHEREAS, as of the date hereof, Shareholder is the record and beneficial owner of 6,250 shares of common stock, $PhP2.00 par value (“Common Shares”) and 9,508 American Depository Shares (“ADSs”), each of which represents the right to receive one Common Share (together, the “Shares”) as set forth on Annex 1 hereto (such Shares, together with any other Common Shares or ADSs acquired by Shareholder after the date hereof (including pursuant to any exercise of Company Options or Company RSUs, or exercise or conversion of other securities), being collectively referred to herein as the “Shareholder Shares”); and

WHEREAS, as a condition to its willingness to enter into the Acquisition Agreement, Purchaser has required that Shareholder enter into this Agreement and, in order to induce Purchaser to enter into the Acquisition Agreement, Shareholder is willing to enter into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Agreements of Shareholder.

(a) Tender. Unless this Agreement shall have been terminated in accordance with the terms of this Agreement, Shareholder shall (i) as promptly as practicable after the commencement of the Offer and in any event with respect to the Shareholder Shares owned as of the date of the commencement of the Offer, within ten (10) business days of the commencement of the Offer, validly tender or cause to be tendered all of the Shareholder Shares into the Offer, pursuant to and in accordance with the terms of the Offer and (ii) not withdraw any Shareholder Shares from the Offer. As promptly as practicable after the commencement of the Offer and in any event with respect to the Shareholder Shares owned as of the date of the commencement of the Offer, within ten (10) business days of the commencement of the Offer, Shareholder shall (i) deliver to the depositary designated in the Offer (the “Depositary”) (A) a letter of transmittal with respect to the Shareholder Shares, complying with the terms of the Offer, (B) a certificate or certificates representing such Shareholder Shares or, in the case of a book-entry transfer of any uncertificated Shareholder Shares, an “agent’s message” or such other evidence of transfer as the Depositary may reasonably request, and (C) all other documents or instruments required to be delivered by all other shareholders of Company pursuant to the terms of the Offer, and (ii) if any Shareholder

Shares beneficially owned by such Shareholder are held of record by a broker or any other Person, instruct the broker or such other Person to tender such Shareholder Shares pursuant to and in accordance with the terms of the Offer. The Shareholder acknowledges and agrees that the Purchaser’s obligation to accept for payment and pay for the shares is subject to the terms and conditions of the Offer.

(b) Voting. From the date hereof until the termination of this Agreement in accordance with Section 4, and subject to Section 5(a), at any meeting of the Shareholders of Company, however called (or any action by written consent in lieu of a meeting), or any adjournment thereof, Shareholder shall vote or cause to be voted all Shareholder Shares or (as appropriate) execute written consents in respect thereof, (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 (w) any action or agreement (including any amendment of any agreement) that would result in a breach of any representation, warranty, covenant, agreement or other obligation of Company in the Acquisition Agreement, (x) any extraordinary corporate transaction, including, an Acquisition Proposal, merger, acquisition, joint venture, sale, consolidation, reorganization, liquidation or winding up of or involving Company and a third party, or any other proposal of a third party to acquire Company or all or substantially all of the assets thereof and (y) any amendment of Company Corporate Documents or change in any manner the voting rights of any class of capital stock, except as may be requested in writing by Purchaser, unless, in the case of clause (ii) Purchaser has otherwise consented to such action in writing. Shareholder shall also not commit or agree to take any action inconsistent with the foregoing. Any such vote shall be cast (or consent shall be given) by Shareholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent). Shareholder shall execute and deliver to Purchaser any proxy cards that such Shareholder receives to vote in favor of any transactions contemplated by the Acquisition Agreement.

(c) Irrevocable Proxy. In furtherance of Shareholder’s agreement in Section 1(b) above, Shareholder hereby grants and appoints Purchaser and Purchaser’s designees, and each of them individually, as Shareholder’s proxy and attorney-in-fact (with full power of substitution) for and in the name, place and stead of Shareholder to dissent, consent, or otherwise use such voting power to vote all Shareholder Shares (at any meeting of Shareholders of Company however called or any adjournment thereof) or to execute one or more written consents in respect of the Shareholder Shares as contemplated in Section 1(b). Such proxy shall (A) be valid and shall not be revoked until the termination of this Agreement pursuant to Section 4, and (B) automatically terminate upon such date. Shareholder represents that any and all other proxies heretofore given in respect of Shareholder Shares are revocable, and that such other proxies have been revoked. Shareholder affirms that the foregoing proxy is: (x) given (A) in connection with the execution of the Acquisition Agreement and (B) to secure the performance of Shareholder’s duties under this Agreement, (y) coupled with an interest and may not be revoked except as otherwise provided in this Agreement and (z) intended to be irrevocable prior to termination of this Agreement in accordance with this Agreement and applicable Law. The Shareholder hereby ratifies and

confirms all that such proxies and attorneys-in-fact may lawfully do or cause to be done by virtue hereof.

(d) Restriction on Transfer; Proxies; Non-Interference; etc. From the date hereof until the termination of this Agreement pursuant to Section 4, Shareholder shall not directly or indirectly (i) sell, transfer (including by operation of law), give, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement (including profit-sharing) or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment or other disposition of, any Shareholder Shares (or any right, title or interest thereto or therein), (ii) deposit any Shareholder Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Shareholder Shares (other than as contemplated herein), (iii) take any action that would make any representation or warranty of Shareholder set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, disabling or delaying Shareholder from performing any of its obligations under this Agreement or (iv) agree (whether or not in writing) to take any of the actions referred to in the foregoing clauses (i), (ii) or (iii) of this Section 1(d). Any attempted transfer of Shareholder Shares in violation of this Section 1(d) shall be null and void. In addition, from and after the Acceptance Date, Shareholder will cause any of its designees on Company’s (or any of its Subsidiaries’) Board of Directors (or any committee thereof) to resign to the extent necessary to enable Company to comply with the Acquisition Agreement.

(e) No Solicitation. From the date hereof until the termination of this Agreement pursuant to Section 4, Shareholder shall, and shall cause its Affiliates and its and its Affiliates’ directors, officers, employees, agents and other representatives (including any investment banker, attorney or accountant retained by it or any of its Affiliates) (collectively, the “Shareholder Representatives”) not to, initiate, solicit, knowingly encourage or otherwise facilitate (including by way of furnishing information) any inquiries or the making of any inquiry, proposal or offer, with respect to or which may reasonably be expected to lead to any Acquisition Proposal. Shareholder further agrees that neither it nor any of its Affiliates nor any of its or its Affiliates’ directors, officers, or employees shall, and that it shall direct and use its reasonable best efforts to cause its and its Affiliates’ agents and representatives not to, engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any Person relating to an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal or otherwise enter into any agreement with respect to an Acquisition Proposal. Shareholder agrees that it will immediately cease and cause to be terminated any existing discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal. Shareholder agrees that it will take the necessary steps to promptly inform the Shareholder Representatives of the obligations undertaken by Company in this Section 1(e). Shareholder shall use reasonable best efforts to obtain the return from all such Persons or cause the destruction of all copies of confidential information previously provided to any such parties by Shareholder or Shareholder Representatives. Further, Shareholder agrees to comply with the provisions of Section 4.2 of the Acquisition Agreement as if a party thereto. Shareholder shall promptly advise Purchaser, orally and in writing, and in no event later than 24 hours after receipt, if any proposal, offer, inquiry or other contact is received by, any information is requested from, or any discussions or negotiations are sought to be initiated or continued with, Shareholder in

respect of any Acquisition Proposal, and shall, in any such notice to Purchaser, indicate the identity of the Person making such proposal, offer, inquiry or other contact and the terms and conditions of any proposals or offers or the nature of any inquiries or contacts (and shall include with such notice copies of any written materials received from or on behalf of such Person relating to such proposal, offer, inquiry or request), and thereafter shall promptly keep Purchaser fully informed of all material developments affecting the status and terms of any such proposals, offers, inquiries or requests (and Shareholder shall provide Purchaser with copies of any additional written materials received that relate to such proposals, offers, inquiries or requests). As used in this paragraph, “Affiliates” of Shareholder shall not include Company.

(f) Conduct of Shareholder. Until any termination of this Agreement in accordance with its terms, Shareholder (i) shall maintain its status as duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and (ii) shall not dissolve, merge or combine with any Person, or adopt any plan of complete or partial liquidation, in each case, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld or delayed, it being agreed that Purchaser may withhold its consent only if in its reasonable judgment the proposed action would jeopardize the benefits intended to be provided to Purchaser under this Agreement.

(g) Publication. Shareholder consents to Purchaser publishing and disclosing in the Offer Documents Shareholder’s identity and ownership of Shares and the nature of Shareholder’s commitments, arrangements and understandings under this Agreement. Except with Purchaser’s prior written consent, Shareholder shall not issue any press release or make any other public statement with respect to this Agreement, the Acquisition Agreement, the transactions contemplated thereby, or the Offer, except as may be required by applicable Law.

(h) Stop Transfer Instructions. Shareholder shall give (and hereby consents to Purchaser giving) stop transfer instructions to the transfer agent for the Shareholder Shares subject to the terms and conditions of this Agreement; provided, however that any such stop transfer restriction shall terminate automatically without any notice or action by any Person upon the termination of this Agreement in accordance with Section 4.

(i) Legends. If so requested by Purchaser and to the extent the Shareholder Shares are certificated, Shareholder agrees that its Shareholder Shares shall bear a legend stating that they are subject to this Agreement and that actions in breach of Section 1(d) are null and void; provided; however Company shall remove such legend upon the termination of this Agreement in accordance with Section 4.

2. Representations and Warranties of Shareholder. Shareholder hereby represents and warrants to Purchaser as follows:

(a) Organization; Authority. Shareholder is an individual. Shareholder has all necessary power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. The execution, delivery and performance by Shareholder of this Agreement and the transactions contemplated hereby have been duly authorized and approved by all necessary action on the part of Shareholder and no further action on the part

of Shareholder is necessary to authorize the execution and delivery by Shareholder of this Agreement or the performance by Shareholder of its obligations under this Agreement. This Agreement has been duly executed and delivered by Shareholder and, assuming due and valid authorization, execution and delivery hereof by Purchaser, constitutes a valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, subject to the Bankruptcy and Equity Exception.

(b) Consents and Approvals; No Violations. No consents or approvals of, or filings, declarations or registrations with, any Governmental Entity are necessary for the performance by Shareholder of its obligations under this Agreement, other than (i) the filing of reports, if any, under Sections 13(d), 13(e) and 16 of the Exchange Act as may be required in connection with this Agreement and the transactions contemplated hereby and (ii) such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreement. Neither the execution and delivery of this Agreement by Shareholder, nor the performance by Shareholder of its obligations under this Agreement, will (A) conflict with or violate any provision of the organizational documents of Shareholder or (B) (x) violate any Law, judgment, writ or injunction of any Governmental Entity applicable to Shareholder or any of its properties or assets, or (y) violate, conflict with, result in the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Shareholder (including the Shareholder Shares) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which Shareholder is a party, or by which its properties or assets may be bound or affected, except, in the case of clause (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Shareholder of any of its obligations under this Agreement.

(c) Ownership of Shares. Shareholder owns, beneficially and of record, all of the Shareholder Shares. Shareholder owns all of the Shareholder Shares free and clear of any proxy, voting restriction, adverse claim or other Lien (other than proxies and restrictions in favor of Purchaser pursuant to this Agreement and except for such transfer restrictions of general applicability as may be provided under the Securities Act and the “blue sky” laws of the various states of the United States or other applicable Law). Without limiting the foregoing, except for proxies and restrictions in favor of Purchaser pursuant to this Agreement and except for such transfer restrictions of general applicability as may be provided under the Securities Act and the “blue sky” laws of the various states of the United States or other applicable Law, Shareholder has sole voting power and sole power of disposition and full power to issue instructions with respect to all Shareholder Shares, with no restrictions on Shareholder’s rights of voting or disposition pertaining thereto and no Person other than Shareholder has any right to direct or approve the voting or disposition of any Shareholder Shares. As of the date hereof, Shareholder does not own, beneficially or of record, any

securities of Company (including Company Options or Company RSUs) other than the Shares listed on Annex I which constitute Shareholder Shares.

(d) Brokers. No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission that is payable by Company, Purchaser or any of Company’s Subsidiaries in connection with the transactions contemplated by the Acquisition Agreement or the Offer based upon arrangements made by or on behalf of Shareholder.

(e) Litigation. There is no action, suit, investigation, complaint or other proceeding pending against the Shareholder or, to the knowledge of the Shareholder, threatened against the Shareholder or any other Person that restricts in any material respect or prohibits (or, if successful, would restrict or prohibit) the exercise by any party of its rights under this Agreement or the performance by any party of its obligations under this Agreement.

(f) Shareholder Has Adequate Information. The Shareholder is a sophisticated investor and has independently and without reliance upon Purchaser and based on such information as the Shareholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Shareholder acknowledges that Purchaser has not made nor makes any representation or warranty to the Shareholder, whether express or implied, of any kind or character except as expressly set forth in this Agreement.

(g) Reliance. The Shareholder understands and acknowledges that Purchaser is entering into the Acquisition Agreement in reliance upon the Shareholder’s execution and delivery of this Agreement.

(h) No Setoff. To the knowledge of the Shareholder, there are no legal or equitable defenses or counterclaims that have been or may be asserted by or on behalf of Company, as applicable, to reduce the amount of the Shareholder Shares or affect the validity or enforceability of the Shareholder Shares.

3. Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Shareholder as follows:

(a) Organization; Authority. Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Purchaser has all necessary power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. The execution, delivery and performance by Purchaser of this Agreement and the transactions contemplated hereby have been duly authorized and approved by all necessary action on the part of Purchaser and no further action on the part of Purchaser is necessary to authorize the execution and delivery by Purchaser of this Agreement or the performance by Purchaser of its obligations under this Agreement. This Agreement has been duly executed and delivered by Purchaser and, assuming due and valid authorization, execution and delivery hereof by Shareholder, constitutes a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject to the Bankruptcy and Equity Exception.

(b) Consents and Approvals; No Violations. No consents or approvals of, or filings, declarations or registrations with, any Governmental Entity are necessary for the performance by Purchaser of its obligations under this Agreement, other than those approvals contemplated by the Acquisition Agreement, the filing of reports, if any, under Sections 13(d), 13(e) and 16 of the Exchange Act as may be required in connection with this Agreement, the Acquisition Agreement of the transactions contemplated thereby, and the Offer, and such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Purchaser of any of its obligations under this Agreement. Neither the execution and delivery of this Agreement by Purchaser, nor the performance by Purchaser of its obligations under this Agreement, will (A) conflict with or violate any provision of the organizational documents of Purchaser or (B) (x) violate any Law, judgment, writ or injunction of any Governmental Entity applicable to Purchaser or any of its properties or assets, or (y) violate, conflict with, result in the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Purchaser under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which Purchaser is a party, or by which its properties or assets may be bound or affected, except, in the case of clause (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Purchaser of any of its obligations under this Agreement.

4. Termination. This Agreement may be terminated by mutual consent of Shareholder and Purchaser. This Agreement shall terminate effective immediately upon the termination of the Acquisition Agreement in accordance with its terms; provided however, that notwithstanding the foregoing, (i) the provisions of this Section 4 and Section 5 (other than Section 5(e)) shall survive any termination of this Agreement and (ii) nothing herein shall relieve any party from liability for breach of this Agreement.

5. Miscellaneous.

(a) Action in Shareholder Capacity Only. The parties acknowledge that this Agreement is entered into by Shareholder in its capacity as owner of the Shareholder Shares and that nothing in this Agreement shall in any way restrict or limit the Shareholder, or any person who is an Affiliate of Shareholder, or any other officer or director of the Company, from taking or refraining from taking any action in his or her capacity as a director or officer of Company that is necessary for him or her to comply with her or her fiduciary or other duties as a director or officer of Company.

(b) Expenses. Except as otherwise expressly provided in this Agreement, all costs and expenses incurred in connection with the transactions contemplated by this Agreement shall be paid by the party incurring such costs and expenses.

(c) Additional Shares. Until any termination of this Agreement in accordance with its terms, Shareholder shall promptly notify Purchaser of any change in the number of

Shareholder Shares, if any, as to which Shareholder acquires record or beneficial ownership after the date hereof. Any Shares as to which Shareholder acquires record or beneficial ownership after the date hereof and prior to termination of this Agreement shall be Shareholder Shares for purposes of this Agreement. Without limiting the foregoing, in the event of any stock split, stock dividend or other change in the capital structure of Company affecting Company Common Shares (including ADSs), the number of Shares constituting Shareholder Shares shall be adjusted appropriately and this Agreement and the obligations hereunder shall attach to any additional Shares or other voting securities of Company issued to Shareholder in connection therewith.

(d) Definition of “Beneficial Ownership”. For purposes of this Agreement, “beneficial ownership” with respect to (or to “own beneficially”) any securities shall mean having “beneficial ownership” of such securities (as determined pursuant to Rule 13d-3 under the Exchange Act), including pursuant to any agreement, arrangement or understanding, whether or not in writing.

(e) Further Assurances. From time to time, at the request of Purchaser and without further consideration, Shareholder shall execute and deliver such additional documents and take (or cause to be taken as the case may be) all such further action as may be reasonably required, necessary or proper to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement.

(f) Entire Agreement; No Third Party Beneficiaries. This Agreement constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement is not intended to and shall not confer upon any Person other than the parties hereto any rights hereunder.

(g) Assignment; Binding Effect. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other parties, except that Purchaser may assign its rights and interests hereunder to any wholly-owned subsidiary of Purchaser, Affiliate or other entity under control of the beneficial owners of Purchaser, if such assignment would not cause a delay in the consummation of any of the transactions contemplated hereby, provided that no such assignment shall relieve Purchaser of its obligations hereunder if such assignee does not perform such obligations. Subject to the preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Any purported assignment not permitted under this Section shall be null and void. No past, present or future director, officer, employee, Affiliate, incorporator, member, partner or shareholder of Purchaser shall have any liability for any obligations of Purchaser under this Agreement or for any claim based on, in respect of, or by reason of, the Offer or the transactions contemplated hereby.

(h) Amendments; Waiver. This Agreement may not be amended or supplemented, except by a written agreement executed by the parties hereto. Any party to this Agreement may (A) waive any inaccuracies in the representations and warranties of any other party hereto or extend the time for the performance of any of the obligations or acts of any

other party hereto or (B) waive compliance by the other party with any of the agreements contained herein. Notwithstanding the foregoing, no failure or delay by Purchaser in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right hereunder. Any agreement on the part of a party hereto to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

(i) Severability. If any term or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, provisions and conditions of this Agreement shall nevertheless remain in full force and effect. 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 Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

(j) Counterparts. This Agreement may be executed in two or more separate counterparts, each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. This Agreement shall become effective when each party hereto shall have received counterparts hereof signed by the other parties hereto.

(k) Descriptive Headings. Headings of Sections and subsections of this Agreement are for convenience of the parties only, and shall be given no substantive or interpretive effect whatsoever.

(l) Interpretation. When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. Wherever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”.

(m) Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given,

if to Purchaser, to:

EGS Acquisition Co LLC
c/o Providence Equity L.L.C.
390 Park Avenue, 4th Floor
New York, NY 10022
Attention: Julie Richardson
Facsimile: (212) 521-0845

EGS Acquisition Co LLC
c/o Ayala Corporation
32/F Tower One Exchange Plaza, Ayala Avenue
Makati City, Metro Manila, Philippines 1226
Attention: Solomon M. Hermosura

Facsimile: (632) 7594383

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
Attention: Peter Feist
Telephone: (852) 3476 9100
Facsimile: (852) 3015-9354

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

SyCip Salazar Hernandez & Gatmaitan
SSHG Center, 105 Paseo De Roxas
Makati City 1226 Philippines
Attention: Hector de Leon, Jr.
Maria Teresa D. Mercado-Ferrer
Telephone: (632) 817-9811
Facsimile: (632) 817-3896

if to Shareholder, to:

Crimson
13/F, No. 109
Min Sheng E. Road Sec 3
Taipei 105, Taiwan, R.O.C.
Attention: John-Paul Ho
Telephone: +866 (2) 2717-9900
Facsimile: +866 (2) 2546-2302

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

Paul, Hastings, Janofsky & Walker LLP
3579 Valley Centre Drive
San Diego, CA 92130
Attention: Carl Sanchez
Telephone: (858) 720-2500
Facsimile: (858) 720-2555

or such other address or facsimile number as such party may hereafter specify for the purpose, by notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 P.M. in the place of receipt and such day is a business day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding business day in the place of receipt.

(n) Voidability. If prior to the execution hereof, the Board of Directors of Company shall not have duly and validly authorized and approved by all necessary corporate action, the Acquisition Agreement and transactions contemplated hereby and thereby, so that by the execution and delivery hereof Purchaser would become, or could reasonably be expected to become subject to any restrictive provision of any applicable “fair price,” “moratorium,” “control share acquisition,” “interested shareholder” or other similar anti-takeover Law, then this Agreement shall be void and unenforceable until such time as such authorization and approval shall have been duly and validly obtained.

(o) Drafting. The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

(p) Governing Law; Enforcement; Jurisdiction; Waiver of Jury Trial.

(i) This Agreement and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement, 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; provided that for the avoidance of doubt, any corporation law matters with respect to the Company and its shareholders shall be governed by Philippines law.

(ii) All claims arising out of or relating to this Agreement 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 Agreement 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 Agreement or the transactions contemplated hereby may not be enforced in or by any of the above-named courts.

(iii) 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 AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

(iv) The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to

enforce specifically the terms and provisions of this Agreement in any state or federal court sitting in New Castle County, Delaware, without bond or other security being required, this being in addition to any other remedy to which they are entitled at law or in equity.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first above written.


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


/s/ John-Paul Ho
John-Paul Ho

[SIGNATURE PAGE TO SUPPORT AGREEMENT]

Annex 1

Company Stock

Total Shareholder

Shareholder

Common Shares

ADS

Options

Company RSUs

John Paul Ho

n/a

6,250

9,508

15,758

EX-7.3 3 p76567exv7w3.htm EX-7.3 exv7w3

Exhibit 7.3

EXECUTION COPY

SUPPORT AGREEMENT

This SUPPORT AGREEMENT (this “Agreement”), dated as of September 19, 2008, by and between EGS Acquisition Co LLC, a Delaware limited liability company (“Purchaser”) and Crimson Investment LTD., a limited liability company organized under the laws of the Netherlands “Shareholder”).

WHEREAS, capitalized terms used but not defined in this Agreement have the meanings ascribed thereto in the Acquisition Agreement;

WHEREAS, as of the date hereof, Shareholder is the record and beneficial owner of 929,450 shares of common stock, $PhP2.00 par value (“Common Shares”) and no American Depository Shares (“ADSs”), each of which represents the right to receive one Common Share (together, the “Shares”) as set forth on Annex 1 hereto (such Shares, together with any other Common Shares or ADSs acquired by Shareholder after the date hereof (including pursuant to any exercise of Company Options or Company RSUs, or exercise or conversion of other securities), being collectively referred to herein as the “Shareholder Shares”); and

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Agreements of Shareholder.

other shareholders of Company pursuant to the terms of the Offer, and (ii) if any Shareholder Shares beneficially owned by such Shareholder are held of record by a broker or any other Person, instruct the broker or such other Person to tender such Shareholder Shares pursuant to and in accordance with the terms of the Offer. The Shareholder acknowledges and agrees that the Purchaser’s obligation to accept for payment and pay for the shares is subject to the terms and conditions of the Offer.

confirms all that such proxies and attorneys-in-fact may lawfully do or cause to be done by virtue hereof.

2. Representations and Warranties of Shareholder. Shareholder hereby represents and warrants to Purchaser as follows:

(a) Organization; Authority. Shareholder is a limited liability company duly organized, validly existing and in good standing under the laws of Netherlands. Shareholder has all necessary power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. The execution, delivery and performance by Shareholder of this Agreement and the transactions contemplated hereby have been duly

authorized and approved by all necessary action on the part of Shareholder and no further action on the part of Shareholder is necessary to authorize the execution and delivery by Shareholder of this Agreement or the performance by Shareholder of its obligations under this Agreement. This Agreement has been duly executed and delivered by Shareholder and, assuming due and valid authorization, execution and delivery hereof by Purchaser, constitutes a valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, subject to the Bankruptcy and Equity Exception.

securities of Company (including Company Options or Company RSUs) other than the Shares listed on Annex I which constitute Shareholder Shares.

(g) Reliance. The Shareholder understands and acknowledges that Purchaser is entering into the Acquisition Agreement in reliance upon the Shareholder’s execution and delivery of this Agreement.

3. Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Shareholder as follows:

(b) Consents and Approvals; No Violations. No consents or approvals of, or filings, declarations or registrations with, any Governmental Entity are necessary for the performance by Purchaser of its obligations under this Agreement, other than those approvals contemplated by the Acquisition Agreement, the filing of reports, if any, under Sections 13(d), 13(e) and 16 of the Exchange Act as may be required in connection with this Agreement, the Acquisition Agreement of the transactions contemplated thereby, and the Offer, and such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Purchaser of any of its obligations under this Agreement. Neither the execution and delivery of this Agreement by Purchaser, nor the performance by Purchaser of its obligations under this Agreement, will (A) conflict with or violate any provision of the organizational documents of Purchaser or (B) (x) violate any Law, judgment, writ or injunction of any Governmental Entity applicable to Purchaser or any of its properties or assets, or (y) violate, conflict with, result in the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Purchaser under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which Purchaser is a party, or by which its properties or assets may be bound or affected, except, in the case of clause (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Purchaser of any of its obligations under this Agreement.

5. Miscellaneous.

(c) Additional Shares. Until any termination of this Agreement in accordance with its terms, Shareholder shall promptly notify Purchaser of any change in the number of

(k) Descriptive Headings. Headings of Sections and subsections of this Agreement are for convenience of the parties only, and shall be given no substantive or interpretive effect whatsoever.

(m) Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given,

if to Purchaser, to:

EGS Acquisition Co LLC
c/o Providence Equity L.L.C.
390 Park Avenue, 4th Floor
New York, NY 10022
Attention: Julie Richardson
Facsimile: (212) 521-0845

EGS Acquisition Co LLC
c/o Ayala Corporation
32/F Tower One Exchange Plaza, Ayala Avenue
Makati City, Metro Manila, Philippines 1226
Attention: Solomon M. Hermosura

Facsimile: (632) 7594383

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
Attention: Peter Feist
Telephone: (852) 3476 9100
Facsimile: (852) 3015-9354

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

if to Shareholder, to:

Crimson Investment LTD.
13/F, No. 109
Min Sheng E. Road Sec 3
Taipei 105, Taiwan, R.O.C.
Attention: John-Paul Ho
Telephone: +866 (2) 2717-9900
Facsimile: +866 (2) 2546-2302

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

Paul, Hastings, Janofsky & Walker LLP
3579 Valley Centre Drive
San Diego, CA 92130
Attention: Carl Sanchez
Telephone: (858) 720-2500
Facsimile: (858) 720-2555

(p) Governing Law; Enforcement; Jurisdiction; Waiver of Jury Trial.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first above written.


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

Crimson Investment LTD.
By:	/s/ John-Paul Ho
	Name:	John-Paul Ho
	Title:	Authorized Signatory

[SIGNATURE PAGE TO SUPPORT AGREEMENT]

Annex 1

Company Stock

Total Shareholder

Shareholder

Common Shares

ADS

Options

Company RSUs

Crimson Investment LTD.

929,450

n/a

929,450

EX-7.4 4 p76567exv7w4.htm EX-7.4 exv7w4

Exhibit 7.4

EXECUTION COPY

SUPPORT AGREEMENT

This SUPPORT AGREEMENT (this “Agreement”), dated as of September 19, 2008, by and between EGS Acquisition Co LLC, a Delaware limited liability company (“Purchaser”) and Crimson Asia Capital L.P, a limited partnership organized under the laws of the Netherlands (“Shareholder”).

WHEREAS, capitalized terms used but not defined in this Agreement have the meanings ascribed thereto in the Acquisition Agreement;

WHEREAS, as of the date hereof, Shareholder is the record and beneficial owner of 2,181,044 shares of common stock, $PhP2.00 par value (“Common Shares”) and no American Depository Shares (“ADSs”), each of which represents the right to receive one Common Share (together, the “Shares”) as set forth on Annex 1 hereto (such Shares, together with any other Common Shares or ADSs acquired by Shareholder after the date hereof (including pursuant to any exercise of Company Options or Company RSUs, or exercise or conversion of other securities), being collectively referred to herein as the “Shareholder Shares”); and

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Agreements of Shareholder.

reasonably request, and (C) all other documents or instruments required to be delivered by all other shareholders of Company pursuant to the terms of the Offer, and (ii) if any Shareholder Shares beneficially owned by such Shareholder are held of record by a broker or any other Person, instruct the broker or such other Person to tender such Shareholder Shares pursuant to and in accordance with the terms of the Offer. The Shareholder acknowledges and agrees that the Purchaser’s obligation to accept for payment and pay for the shares is subject to the terms and conditions of the Offer.

accordance with this Agreement and applicable Law. The Shareholder hereby ratifies and confirms all that such proxies and attorneys-in-fact may lawfully do or cause to be done by virtue hereof.

any discussions or negotiations are sought to be initiated or continued with, Shareholder in respect of any Acquisition Proposal, and shall, in any such notice to Purchaser, indicate the identity of the Person making such proposal, offer, inquiry or other contact and the terms and conditions of any proposals or offers or the nature of any inquiries or contacts (and shall include with such notice copies of any written materials received from or on behalf of such Person relating to such proposal, offer, inquiry or request), and thereafter shall promptly keep Purchaser fully informed of all material developments affecting the status and terms of any such proposals, offers, inquiries or requests (and Shareholder shall provide Purchaser with copies of any additional written materials received that relate to such proposals, offers, inquiries or requests). As used in this paragraph, “Affiliates” of Shareholder shall not include Company.

2. Representations and Warranties of Shareholder. Shareholder hereby represents and warrants to Purchaser as follows:

(a) Organization; Authority. Shareholder is a limited partnership duly organized, validly existing and in good standing under the laws of Netherlands. Shareholder has all necessary power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. The execution, delivery and performance by

Shareholder of this Agreement and the transactions contemplated hereby have been duly authorized and approved by all necessary action on the part of Shareholder and no further action on the part of Shareholder is necessary to authorize the execution and delivery by Shareholder of this Agreement or the performance by Shareholder of its obligations under this Agreement. This Agreement has been duly executed and delivered by Shareholder and, assuming due and valid authorization, execution and delivery hereof by Purchaser, constitutes a valid and binding obligation of Shareholder, enforceable against Shareholder in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Shares. As of the date hereof, Shareholder does not own, beneficially or of record, any securities of Company (including Company Options or Company RSUs) other than the Shares listed on Annex I which constitute Shareholder Shares.

(g) Reliance. The Shareholder understands and acknowledges that Purchaser is entering into the Acquisition Agreement in reliance upon the Shareholder’s execution and delivery of this Agreement.

3. Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Shareholder as follows:

(b) Consents and Approvals; No Violations. No consents or approvals of, or filings, declarations or registrations with, any Governmental Entity are necessary for the performance by Purchaser of its obligations under this Agreement, other than those approvals contemplated by the Acquisition Agreement, the filing of reports, if any, under Sections 13(d), 13(e) and 16 of the Exchange Act as may be required in connection with this Agreement, the Acquisition Agreement of the transactions contemplated thereby, and the Offer, and such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Purchaser of any of its obligations under this Agreement. Neither the execution and delivery of this Agreement by Purchaser, nor the performance by Purchaser of its obligations under this Agreement, will (A) conflict with or violate any provision of the organizational documents of Purchaser or (B) (x) violate any Law, judgment, writ or injunction of any Governmental Entity applicable to Purchaser or any of its properties or assets, or (y) violate, conflict with, result in the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Purchaser under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which Purchaser is a party, or by which its properties or assets may be bound or affected, except, in the case of clause (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Purchaser of any of its obligations under this Agreement.

5. Miscellaneous.

(c) Additional Shares. Until any termination of this Agreement in accordance with its terms, Shareholder shall promptly notify Purchaser of any change in the number of

(k) Descriptive Headings. Headings of Sections and subsections of this Agreement are for convenience of the parties only, and shall be given no substantive or interpretive effect whatsoever.

(m) Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given,

if to Purchaser, to:

EGS Acquisition Co LLC
c/o Providence Equity L.L.C.
390 Park Avenue, 4th Floor
New York, NY 10022
Attention: Julie Richardson
Facsimile: (212) 521-0845

EGS Acquisition Co LLC
c/o Ayala Corporation
32/F Tower One Exchange Plaza, Ayala Avenue
Makati City, Metro Manila, Philippines 1226
Attention: Solomon M. Hermosura

Facsimile: (632) 7594383

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
Attention: Peter Feist
Telephone: (852) 3476 9100
Facsimile: (852) 3015-9354

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

if to Shareholder, to:

Crimson Asia Capital L.P.
13/F, No. 109
Min Sheng E. Road Sec 3
Taipei 105, Taiwan, R.O.C.
Attention: John-Paul Ho
Telephone: +866 (2) 2717-9900
Facsimile: +866 (2) 2546-2302

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

Paul, Hastings, Janofsky & Walker LLP
3579 Valley Centre Drive
San Diego, CA 92130
Attention: Carl Sanchez
Telephone: (858) 720-2500
Facsimile: (858) 720-2555

(p) Governing Law; Enforcement; Jurisdiction; Waiver of Jury Trial.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first above written.


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

Crimson Asia Capital, L.P.
By:	/s/ John-Paul Ho
	Name:	John-Paul Ho
	Title:	Authorized Signatory

[SIGNATURE PAGE TO SUPPORT AGREEMENT]

Annex 1

Company

Total

Shareholder

Common Shares

ADS

Stock Options

Company RSUs

Shareholder Shares

Crimson Asia Capital L.P.

2,181,044

n/a

2,181,044

EX-7.5 5 p76567exv7w5.htm EX-7.5 exv7w5

Exhibit 7.5

EXECUTION COPY

SUPPORT AGREEMENT

This SUPPORT AGREEMENT (this “Agreement”), dated as of September 19, 2008, by and between EGS Acquisition Co LLC, a Delaware limited liability company (“Purchaser”) and Crimson Velocity Fund, L.P., a limited partnership organized under the laws of the Netherlands “Shareholder”).

WHEREAS, capitalized terms used but not defined in this Agreement have the meanings ascribed thereto in the Acquisition Agreement;

WHEREAS, as of the date hereof, Shareholder is the record and beneficial owner of 2,499,152 shares of common stock, $PhP2.00 par value (“Common Shares”) and no American Depository Shares (“ADSs”), each of which represents the right to receive one Common Share (together, the “Shares”) as set forth on Annex 1 hereto (such Shares, together with any other Common Shares or ADSs acquired by Shareholder after the date hereof (including pursuant to any exercise of Company Options or Company RSUs, or exercise or conversion of other securities), being collectively referred to herein as the “Shareholder Shares”); and

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Agreements of Shareholder.

accordance with this Agreement and applicable Law. The Shareholder hereby ratifies and confirms all that such proxies and attorneys-in-fact may lawfully do or cause to be done by virtue hereof.

2. Representations and Warranties of Shareholder. Shareholder hereby represents and warrants to Purchaser as follows:

(g) Reliance. The Shareholder understands and acknowledges that Purchaser is entering into the Acquisition Agreement in reliance upon the Shareholder’s execution and delivery of this Agreement.

3. Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Shareholder as follows:

(b) Consents and Approvals; No Violations. No consents or approvals of, or filings, declarations or registrations with, any Governmental Entity are necessary for the performance by Purchaser of its obligations under this Agreement, other than those approvals contemplated by the Acquisition Agreement, the filing of reports, if any, under Sections 13(d), 13(e) and 16 of the Exchange Act as may be required in connection with this Agreement, the Acquisition Agreement of the transactions contemplated thereby, and the Offer, and such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Purchaser of any of its obligations under this Agreement. Neither the execution and delivery of this Agreement by Purchaser, nor the performance by Purchaser of its obligations under this Agreement, will (A) conflict with or violate any provision of the organizational documents of Purchaser or (B) (x) violate any Law, judgment, writ or injunction of any Governmental Entity applicable to Purchaser or any of its properties or assets, or (y) violate, conflict with, result in the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of Purchaser under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, permit, lease, agreement or other instrument or obligation to which Purchaser is a party, or by which its properties or assets may be bound or affected, except, in the case of clause (B), for such violations, conflicts, losses, defaults, terminations, cancellations, accelerations or Liens as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the performance by Purchaser of any of its obligations under this Agreement.

5. Miscellaneous.

(c) Additional Shares. Until any termination of this Agreement in accordance with its terms, Shareholder shall promptly notify Purchaser of any change in the number of

(k) Descriptive Headings. Headings of Sections and subsections of this Agreement are for convenience of the parties only, and shall be given no substantive or interpretive effect whatsoever.

(m) Notices. All notices, requests and other communications to any party hereunder shall be in writing (including facsimile transmission) and shall be given,

if to Purchaser, to:

EGS Acquisition Co LLC
c/o Providence Equity L.L.C.
390 Park Avenue, 4th Floor
New York, NY 10022
Attention: Julie Richardson
Facsimile: (212) 521-0845

EGS Acquisition Co LLC
c/o Ayala Corporation
32/F Tower One Exchange Plaza, Ayala Avenue
Makati City, Metro Manila, Philippines 1226
Attention: Solomon M. Hermosura

Facsimile: (632) 7594383

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
Attention: Peter Feist
Telephone: (852) 3476 9100
Facsimile: (852) 3015-9354

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

if to Shareholder, to:

Crimson Velocity Fund, L.P.
13/F, No. 109
Min Sheng E. Road Sec 3
Taipei 105, Taiwan, R.O.C.
Attention: John-Paul Ho
Telephone: +866 (2) 2717-9900
Facsimile: +866 (2) 2546-2302

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

Paul, Hastings, Janofsky & Walker LLP
3579 Valley Centre Drive
San Diego, CA 92130
Attention: Carl Sanchez
Telephone: (858) 720-2500
Facsimile: (858) 720-2555

(p) Governing Law; Enforcement; Jurisdiction; Waiver of Jury Trial.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first above written.


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

Crimson Velocity Fund, L.P.
By:	/s/ John-Paul Ho
	Name:	John-Paul Ho
	Title:	Authorized Signatory

[SIGNATURE PAGE TO SUPPORT AGREEMENT]

Annex 1

Common

Company

Total

Shareholder

ADS

Stock Options

RSUs

Shareholder Shares

Crimson Velocity Fund, L.P.

2,499,152

n/a

2,499,152

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