Thomas H. Lee Equity Fund VI, L.P. Thomas H. Lee Parallel Fund VI, L.P. Thomas H. Lee Parallel (DT) Fund VI, L.P. THL Equity Fund VI Investors (West), L.P. THL Coinvestment Partners, L.P. Putnam Investments Holdings, LLC Putnam Investments Employees Securities Company III LLC THL Fund VI Bridge Corp. THL Parallel Fund VI Bridge Corp. THL DT Fund VI Bridge Corp. c/o Thomas H. Lee Partners, L.P. 100 Federal Street Boston, MA 02110

EX-10.01 2 d493814dex1001.htm EX-10.01 EX-10.01

Exhibit 10.01

 

Thomas H. Lee Equity Fund VI, L.P.

Thomas H. Lee Parallel Fund VI, L.P.

Thomas H. Lee Parallel (DT) Fund VI,

L.P.

THL Equity Fund VI Investors (West),

L.P.

THL Coinvestment Partners, L.P.

Putnam Investments Holdings, LLC

Putnam Investments Employees’

Securities Company III LLC

THL Fund VI Bridge Corp.

THL Parallel Fund VI Bridge Corp.

THL DT Fund VI Bridge Corp.

c/o Thomas H. Lee Partners, L.P.

100 Federal Street

Boston, MA 02110

 

West Corporation
11808 Miracle Hills

Drive
Omaha, Nebraska

68154

Attention: General

Counsel

  

Quadrangle Capital Partners II

LP, Quadrangle Capital

Partners II-A LP and

Quadrangle Select Partners II

LP

c/o Quadrangle Group LLC

1065 Avenue of the Americas

New York, NY 10018

March 21, 2013

To Whom It May Concern,

Reference is made to that certain Amended and Restated Stockholder Agreement, dated as of March 8, 2013 (the “Agreement”), by and among West Corporation, Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P., Thomas H. Lee Parallel (DT) Fund VI, L.P., THL Equity Fund VI Investors (West), L.P., THL Coinvestment Partners, L.P., Putnam Investments Holdings, LLC, Putnam Investments Employees’ Securities Company III LLC, THL Fund VI Bridge Corp., THL Parallel Fund VI Bridge Corp., THL DT Fund VI Bridge Corp. and each other Person executing this Agreement and listed as a THL Investor on the signature pages hereto (collectively, with their permitted transferees, the “THL Investors”), Quadrangle Capital Partners II LP, Quadrangle Capital Partners II-A LP and Quadrangle Select Partners II LP and each other Person executing this Agreement and listed as a Quadrangle Investor on the signature pages hereto (collectively, with their permitted transferees, the “Quadrangle Investors”), any other Persons who from time to time become party hereto by executing a counterpart signature page hereof and are designated by the Board as “Other Investors”, including SONJ Private Opportunities Fund, L.P. (the “Company”), Gary West CRT1 LLC, Gary West CRT2 LLC, Gary West CRT3 LLC, Gary West CRT4 LLC and Gary West CRT5 LLC as permitted transferees of Gary L. West, Mary West CRT1 LLC, Mary West CRT2 LLC, Mary West CRT3 LLC, Mary West CRT4 LLC and Mary West CRT5 LLC as permitted transferees of Mary E. West (collectively, the “Founders”), and the other parties thereto (if any).

Further to our previous discussions, the Company hereby confirms its desire to no longer be a party to the Agreement and acknowledges and agrees that following its execution of this letter, as of the date first written above, it will no longer be a party to the Agreement or have any rights or obligations under the Agreement with respect to the 57,948 shares of common stock of West Corporation, par value $0.001 per share, beneficially owned by the Company on March 21, 2013. By executing this letter, the undersigned acknowledges and agrees that as of the date first written above, the Company is no longer a party to the Agreement and no longer has any rights or obligations under the Agreement.


Sincerely,
SONJ Private Opportunities Fund, L.P.
By:  

BlackRock DivPEP III, LLC,

its general partner

By:  

BlackRock Private Equity III, L.P.,

its managing member

By:  

Portfolio Administration &

Management, Ltd., its general partner

/s/ Steven Baumgarten

Name: Steven Baumgarten

Title: Vice President

 

2


IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

 

THE COMPANY:     WEST CORPORATION
      /s/ David C. Mussman
   

Name: David C. Mussman

Title: EVP, Secretary and General Counsel

 

3


 

THL INVESTORS:     THOMAS H. LEE EQUITY FUND VI, L.P.
      By: THL Equity Advisors VI, LLC, its general partner
    By: Thomas H. Lee Partners, L.P., its sole member
    By: Thomas H. Lee Advisors, LLC, its general partner
    By: THL Holdco, LLC, its managing member
    /s/ Charles P. Holden
    Name: Charles P. Holden
    Title: Managing Director
    THOMAS H. LEE PARALLEL FUND VI, L.P.
    By: THL Equity Advisors VI, LLC, its general partner
    By: Thomas H. Lee Partners, L.P., its sole member
    By: Thomas H. Lee Advisors, LLC, its general partner
    By: THL Holdco, LLC, its managing member
    /s/ Charles P. Holden
    Name: Charles P. Holden
    Title: Managing Director
    THOMAS H. LEE PARALLEL (DT) FUND VI, L.P.
    By: THL Equity Advisors VI, LLC, its general partner
    By: Thomas H. Lee Partners, L.P., its sole member
    By: Thomas H. Lee Advisors, LLC, its general partner
    By: THL Holdco, LLC, its managing member
    /s/ Charles P. Holden
    Name: Charles P. Holden
    Title: Managing Director
    THL COINVESTMENT PARTNERS, L.P.
    By: Thomas H. Lee Partners, L.P., its general partner
    By: Thomas H. Lee Advisors, LLC, its general partner
    By: THL Holdco, LLC, its managing member
    /s/ Charles P. Holden
    Name: Charles P. Holden
    Title: Managing Director

 

4


THL EQUITY FUND VI INVESTORS (WEST), L.P.
By: THL Equity Advisors VI, LLC, its general partner
By: Thomas H. Lee Partners, L.P., its sole member
By: Thomas H. Lee Advisors, LLC, its general partner
By: THL Holdco, LLC, its managing member
/s/ Charles P. Holden
Name: Charles P. Holden
Title: Managing Director
PUTNAM INVESTMENTS HOLDINGS, LLC
By: Putnam Investments, LLC, its managing member
By: Thomas H. Lee Advisors, LLC, its attorney-in-fact
By: THL Holdco, LLC, its managing member
/s/ Charles P. Holden
Name: Charles P. Holden
Title: Managing Director
PUTNAM INVESTMENTS EMPLOYEES’ SECURITIES COMPANY III, LLC
By: Putnam Investment Holdings, LLC, its managing member
By: Putnam Investments, LLC, its managing member
By: Thomas H. Lee Advisors, LLC, its attorney-in-fact
By: THL Holdco, LLC, its managing member
/s/ Charles P. Holden
Name: Charles P. Holden
Title: Managing Director
THL EQUITY FUND VI INVESTORS (WEST) HL, L.P.
By: THL Equity Advisors VI, LLC, its general partner
By: Thomas H. Lee Partners, L.P., its sole member
By: Thomas H. Lee Advisors, LLC, its general partner
By: THL Holdco, LLC, its managing member
/s/ Charles P. Holden
Name: Charles P. Holden
Title: Managing Director

 

5


QUADRANGLE INVESTORS:   QUADRANGLE CAPITAL PARTNERS II LP
    By: Quadrangle GP Investors II LP, its general partner
  By: QCP GP Investors II LLC, its general partner
/s/ Michael Huber

Name: Michael Huber

Title: President and Managing Principal

QUADRANGLE CAPITAL PARTNERS II-A LP
By: Quadrangle GP Investors II LP, its general partner
By: QCP GP Investors II LLC, its general partner
/s/ Michael Huber

Name: Michael Huber

Title: President and Managing Principal

QUADRANGLE SELECT PARTNERS II LP
By: Quadrangle GP Investors II LP, its general partner
By: QCP GP Investors II LLC, its general partner
/s/ Michael Huber

Name: Michael Huber

Title: President and Managing Principal

 

6


Thomas H. Lee Equity Fund VI, L.P.

Thomas H. Lee Parallel Fund VI, L.P.

Thomas H. Lee Parallel (DT) Fund VI, L.P.

THL Equity Fund VI Investors (West), L.P.

THL Coinvestment Partners, L.P.

Putnam Investments Holdings, LLC

Putnam Investments Employees’ Securities Company III LLC

THL Fund VI Bridge Corp.

THL Parallel Fund VI Bridge Corp.

THL DT Fund VI Bridge Corp.

c/o Thomas H. Lee Partners, L.P.

100 Federal Street

Boston, MA 02110

 

West Corporation
11808 Miracle Hills Drive
Omaha, Nebraska 68154

Attention: General Counsel

 

Quadrangle Capital Partners II LP, Quadrangle Capital Partners II-A LP and Quadrangle Select Partners II LP

c/o Quadrangle Group LLC

1065 Avenue of the Americas

New York, NY 10018

  

March 21, 2013

To Whom It May Concern,

Reference is made to that certain Amended and Restated Registration Rights and Coordination Agreement, dated as of March 8, 2013 (the “Agreement”), by and among West Corporation, Thomas H. Lee Equity Fund VI, L.P., Thomas H. Lee Parallel Fund VI, L.P., Thomas H. Lee Parallel (DT) Fund VI, L.P., THL Equity Fund VI Investors (West), L.P., THL Coinvestment Partners, L.P., Putnam Investments Holdings, LLC, Putnam Investments Employees’ Securities Company III LLC, THL Fund VI Bridge Corp., THL Parallel Fund VI Bridge Corp., THL DT Fund VI Bridge Corp. and each other Person executing this Agreement and listed as a THL Investor on the signature pages hereto (collectively, with their permitted transferees, the “THL Investors”), Quadrangle Capital Partners II LP, Quadrangle Capital Partners II-A LP and Quadrangle Select Partners II LP and each other Person executing this Agreement and listed as a Quadrangle Investor on the signature pages hereto (collectively, with their permitted transferees, the “Quadrangle Investors”), any other Persons who from time to time become party hereto by executing a counterpart signature page hereof and are designated by the Board as “Other Investors”, including SONJ Private Opportunities Fund, L.P. (the “Company”), Gary West CRT1 LLC, Gary West CRT2 LLC, Gary West CRT3 LLC, Gary West CRT4 LLC and Gary West CRT5 LLC as permitted transferees of Gary L. West, Mary West CRT1 LLC, Mary West CRT2 LLC, Mary West CRT3 LLC, Mary West CRT4 LLC and Mary West CRT5 LLC as permitted transferees of Mary E. West (collectively, the “Founders”), and the other parties thereto (if any).

Further to our previous discussions, the Company hereby confirms its desire to no longer be a party to the Agreement and acknowledges and agrees that following its execution of this letter, as of the date first written above, it will no longer be a party to the Agreement or have any rights or obligations under the Agreement with respect to the 57,948 shares of common stock of West Corporation, par value $0.001 per share, beneficially owned by the Company on March 21, 2013. By executing this letter, the undersigned acknowledges and agrees that as of the date first written above, the Company is no longer a party to the Agreement and no longer has any rights or obligations under the Agreement.


Sincerely,
SONJ Private Opportunities Fund, L.P.
By:   BlackRock DivPEP III, LLC,its general partner
By:   BlackRock Private Equity III, L.P.,its managing member
By:  

Portfolio Administration &

Management, Ltd., its general partner

/s/ Steven Baumgarten
Name:   Steven Baumgarten
Title:   Vice President


IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) under seal as of the date first above written.

 

THE COMPANY:     WEST CORPORATION
      /s/ David C. Mussman
   

Name: David C. Mussman

Title: EVP, Secretary and General Counsel


THL INVESTORS:     THOMAS H. LEE EQUITY FUND VI, L.P.
      By: THL Equity Advisors VI, LLC, its general partner
    By: Thomas H. Lee Partners, L.P., its sole member
    By: Thomas H. Lee Advisors, LLC, its general partner
    By: THL Holdco, LLC, its managing member
    /s/ Charles P. Holden
    Name: Charles P. Holden
    Title: Managing Director
    THOMAS H. LEE PARALLEL FUND VI, L.P.
    By: THL Equity Advisors VI, LLC, its general partner
    By: Thomas H. Lee Partners, L.P., its sole member
    By: Thomas H. Lee Advisors, LLC, its general partner
    By: THL Holdco, LLC, its managing member
    /s/ Charles P. Holden
    Name: Charles P. Holden
    Title: Managing Director
    THOMAS H. LEE PARALLEL (DT) FUND VI, L.P.
    By: THL Equity Advisors VI, LLC, its general partner
    By: Thomas H. Lee Partners, L.P., its sole member
    By: Thomas H. Lee Advisors, LLC, its general partner
    By: THL Holdco, LLC, its managing member
    /s/ Charles P. Holden
    Name: Charles P. Holden
    Title: Managing Director
    THL COINVESTMENT PARTNERS, L.P.
    By: Thomas H. Lee Partners, L.P., its general partner
    By: Thomas H. Lee Advisors, LLC, its general partner
    By: THL Holdco, LLC, its managing member
    /s/ Charles P. Holden
    Name: Charles P. Holden
    Title: Managing Director

[Signature Page to Amended and Restated Registration Rights and Coordination Agreement Letter Agreement]


THL EQUITY FUND VI INVESTORS (WEST), L.P.
By: THL Equity Advisors VI, LLC, its general partner
By: Thomas H. Lee Partners, L.P., its sole member
By: Thomas H. Lee Advisors, LLC, its general partner
By: THL Holdco, LLC, its managing member
/s/ Charles P. Holden
Name: Charles P. Holden
Title: Managing Director
PUTNAM INVESTMENTS HOLDINGS, LLC
By: Putnam Investments, LLC, its managing member
By: Thomas H. Lee Advisors, LLC, its attorney-in-fact
By: THL Holdco, LLC, its managing member
/s/ Charles P. Holden
Name: Charles P. Holden
Title: Managing Director
PUTNAM INVESTMENTS EMPLOYEES’ SECURITIES COMPANY III, LLC
By: Putnam Investment Holdings, LLC, its managing member
By: Putnam Investments, LLC, its managing member
By: Thomas H. Lee Advisors, LLC, its attorney-in-fact
By: THL Holdco, LLC, its managing member
/s/ Charles P. Holden
Name: Charles P. Holden
Title: Managing Director
THL EQUITY FUND VI INVESTORS (WEST) HL, L.P.
By: THL Equity Advisors VI, LLC, its general partner
By: Thomas H. Lee Partners, L.P., its sole member
By: Thomas H. Lee Advisors, LLC, its general partner
By: THL Holdco, LLC, its managing member
/s/ Charles P. Holden
Name: Charles P. Holden
Title: Managing Director

[Signature Page to Amended and Restated Registration Rights and Coordination Agreement Letter Agreement]


QUADRANGLE INVESTORS:   QUADRANGLE CAPITAL PARTNERS II LP
    By: Quadrangle GP Investors II LP, its general partner
  By: QCP GP Investors II LLC, its general partner
/s/ Michael Huber

Name: Michael Huber

Title: President and Managing Principal

QUADRANGLE CAPITAL PARTNERS II-A LP
By: Quadrangle GP Investors II LP, its general partner
By: QCP GP Investors II LLC, its general partner
/s/ Michael Huber

Name: Michael Huber

Title: President and Managing Principal

QUADRANGLE SELECT PARTNERS II LP
By: Quadrangle GP Investors II LP, its general partner
By: QCP GP Investors II LLC, its general partner
/s/ Michael Huber

Name: Michael Huber

Title: President and Managing Principal

[Signature Page to Amended and Restated Registration Rights and Coordination Agreement Letter Agreement]