EXHIBIT 99.2
TELCO SHAREHOLDERS AGREEMENT
AGREEMENT, dated June 5, 1997 (this "Agreement"), by and
among
EXCEL COMMUNICATIONS, INC., a Delaware corporation ("EXCEL"), and each of the
other parties signatory hereto (each, a "Shareholder" and, collectively, the
"Shareholders").
W I T N E S S E T H:
WHEREAS, concurrently herewith, EXCEL, New RES, Inc., a
Delaware corporation and a direct wholly-owned subsidiary of EXCEL
("Holdings"),
E-Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Holdings,
T-Sub, Inc., a Virginia corporation and a wholly-owned subsidiary of Holdings
("Merger Subsidiary"), and Telco Communications Group, Inc., a Virginia
corporation (the "Company"), are entering into an Agreement and Plan of Merger
(as such agreement may hereafter be amended from time to time, the "Merger
Agreement;" capitalized terms used and not defined herein have the respective
meanings ascribed to them in the Merger Agreement) pursuant to which, inter
alia, Merger Subsidiary will be merged with and into the Company (the "Company
Merger");
WHEREAS, each of the Shareholders Beneficially Owns (as
defined herein) the number of shares, no par value per share, of common stock
of
the Company (the "Shares" or "Company Common Stock") set forth opposite such
Shareholder's name on Schedule I hereto;
WHEREAS, as an inducement and a condition to entering into
the
Merger Agreement, EXCEL has required that the Shareholders agree, and the
Shareholders have agreed, to enter into this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the
mutual premises, representations, warranties, covenants and agreements
contained
herein, the parties hereto hereby agree as follows:
1. Provisions Concerning Company Common Stock. Subject to
the
provisions of Section 7, each Shareholder (other than Gold & Xxxxx Transfer,
S.A. ("Gold & Xxxxx")) hereby agrees that during the period commencing on the
date hereof and continuing until the first to occur of the Effective Time and
termination of the Merger Agreement in accordance with its terms, at any
meeting
of the holders of Company Common Stock,
1
however called, or in connection with any written consent of the holders of
Company Common Stock, such Shareholder shall vote (or cause to be voted) the
Shares held of record or Beneficially Owned by such Shareholder, whether
heretofore owned or hereafter acquired, (i) in favor of approval of the Merger
Agreement and any actions required in furtherance thereof and hereof; (ii)
against any action or agreement that would result in a breach in any respect
of
any covenant, representation or warranty or any other obligation or agreement
of
the Company under the Merger Agreement (after giving effect to any materiality
or similar qualifications contained therein); and (iii) except as otherwise
agreed to in writing in advance by EXCEL or except as otherwise expressly
permitted by the Merger Agreement, against the following actions (other than
the
Company Merger and the transactions contemplated by the Merger Agreement): (A)
a
merger, consolidation or other business combination involving the Company; (B)
a
sale, lease or transfer of any assets of the Company outside the ordinary
course
of business or of any assets which in the aggregate are material to the
Company
and its subsidiaries taken as a whole, or a reorganization, recapitalization,
dissolution or liquidation of the Company; (C) (1) any change in a majority of
the persons who constitute the board of directors of the Company; (2) any
change
in the present capitalization of the Company or any amendment of the Company's
Articles of Incorporation or By-Laws; or (3) any other action which is
intended,
or could reasonably be expected, to impede, interfere with, delay, postpone,
or
materially adversely affect the Company Merger and the transactions
contemplated
by this Agreement and the Merger Agreement. Such Shareholder shall not enter
into any agreement or understanding with any Person (as defined below) the
effect of which would be inconsistent or violative of the provisions and
agreements contained in Section 1 or 2 hereof. For purposes of this Agreement,
"Beneficially Own" or "Beneficial Ownership" with respect to any securities
shall mean having "beneficial ownership" of such securities (as determined
pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended
(the "Exchange Act")), including pursuant to any agreement, arrangement or
understanding, whether or not in writing. Without duplicative counting of the
same securities by the same holder, securities Beneficially Owned by a Person
shall include securities Beneficially Owned by all other Persons with whom
such
Person would constitute a "group" as within the meanings of Section 13(d)(3)
of
the Exchange Act. For purposes of this Agreement, "Person" shall mean an
individual, corporation, partnership, joint venture, association, trust,
unincorporated organization or other entity.
2. Other Covenants, Representations and Warranties. Each
Shareholder hereby represents and warrants to EXCEL as follows:
(a) Ownership of Shares. Such Shareholder is the record
owner
and Beneficial Owner of the number of Shares set forth opposite such
Shareholder's name on Schedule I hereto, free and clear of all liens, claims
and
encumbrances (except as otherwise
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disclosed in writing to EXCEL on or prior to the date hereof). On the date
hereof, the Shares set forth opposite such Shareholder's name on Schedule I
hereto constitute all of the Shares owned of record or Beneficially Owned by
such Shareholder. Such Shareholder has sole voting power and sole power to
issue
instructions with respect to the matters set forth in Section 1 hereof, sole
power of disposition, sole power of conversion, sole power to demand appraisal
rights and sole power to agree to all of the matters set forth in this
Agreement, in each case with respect to all of the Shares set forth opposite
such Shareholder's name on Schedule I hereto, with no limitations,
qualifications or restrictions on such rights.
(b) Power; Binding Agreement. Such Shareholder has the legal
capacity, power and authority to enter into and perform all of such
Shareholder's obligations under this Agreement. The execution, delivery and
performance of this Agreement by such Shareholder will not violate any other
agreement to which such Shareholder is a party including, without limitation,
any voting agreement, shareholder agreement or voting trust. This Agreement
has
been duly and validly executed and delivered by such Shareholder and
constitutes
a valid and binding agreement of such Shareholder, enforceable against such
Shareholder in accordance with its terms, subject to the Bankruptcy Exception.
There is no beneficiary or holder of a voting trust certificate or other
interest of any trust of which such Shareholder is Trustee whose consent is
required for the execution and delivery of this Agreement or the consummation
by
such Shareholder of the transactions contemplated hereby. If such Shareholder
is
married and such Shareholder's Shares constitute community property, this
Agreement has been duly authorized, executed and delivered by, and constitutes
a
valid and binding agreement of, such Shareholder's spouse, enforceable against
such person in accordance with its terms, subject to the Bankruptcy Exception.
(c) No Conflicts. (A) No filing with, and no permit,
authorization, consent or approval of, any state or federal public body or
authority is necessary for the execution of this Agreement by such Shareholder
and the consummation by such Shareholder of the transactions contemplated
hereby
and (B) none of the execution and delivery of this Agreement by such
Shareholder, the consummation by such Shareholder of the transactions
contemplated hereby or compliance by such Shareholder with any of the
provisions
hereof will (1) result in a violation or breach of, or constitute (with or
without notice or lapse of time or both) a default (or give rise to any third
party right of termination, cancellation, material modification or
acceleration)
under any of the terms, conditions or provisions of any note, bond, mortgage,
indenture, license, contract, commitment, arrangement, understanding,
agreement
or other instrument or obligation of any kind to which such Shareholder is a
party or by which such Shareholder or any of such Shareholder's properties or
assets may be bound, or (2) violate any order, writ, injunction, decree,
judgment, order, statute, rule or regulation applicable to such Shareholder or
any of such Shareholder's properties or assets.
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(d) No Finder's Fees. Other than existing financial advisory
and investment banking arrangements and agreements between the Company and
Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation, 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 in connection with the
transactions contemplated by the Merger Agreement based upon arrangements made
by or on behalf of the Company, such Shareholder or any of their respective
affiliates.
(e) Other Potential Acquirors. From and after the date
hereof,
such Shareholder, without the prior written consent of EXCEL, will not, unless
and until the Company is permitted to take such actions under Section 6.3 of
the
Merger Agreement, directly or indirectly, solicit, initiate or encourage
(including by way of furnishing information) or take any other action to
facilitate any inquiries or the making of any proposal which constitutes or
may
reasonably be expected to lead to an Acquisition Proposal from any person, or
engage in any discussion or negotiations relating thereto or accept any
Acquisition Proposal. Consistent with the provisions of such Section 6.3, such
Shareholder shall immediately cease and terminate any currently existing
solicitation, initiation, encouragement, activity, discussion or negotiation
with any persons conducted heretofore by such Shareholder with respect to the
foregoing. Such Shareholder shall notify EXCEL orally and in writing of any
such
inquiries, offers or proposals (including, without limitation, the terms and
conditions of any such proposal and the identity of the person making it),
within 48 hours of the receipt thereof, shall keep EXCEL informed of the
status
and details of any such inquiry, offer or proposal, and shall give EXCEL two
business days' advance notice of any agreement to be entered into with any
person making such inquiry, offer or proposal.
(f) Restriction on Transfer, Proxies and Non-Interference.
From and after the date hereof and continuing until the earlier of the
termination of the Merger Agreement in accordance with its terms and the
Effective Time: (i) such Shareholder shall not, directly or indirectly: (A)
except as contemplated by the Merger Agreement, offer for sale, sell,
transfer,
tender, pledge, encumber, assign or otherwise dispose of, or enter into any
contract, option or other arrangement or understanding with respect to or
consent to the offer for sale, sale, transfer, tender, pledge, encumbrance,
assignment or other disposition of (collectively, "Transfer"), any or all of
such Shareholder's Shares or any interest therein; (B) grant any proxies or
powers of attorney, deposit any Shares into a voting trust or enter into a
voting agreement with respect to any Shares; or (C) take any action that would
make any representation or warranty of such Shareholder contained herein
untrue
or incorrect or have the effect of preventing or disabling such Shareholder
from
performing such Shareholder's obligations under this Agreement.
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(ii) For a period of one year from the Effective
Time, such Shareholder will not, without the prior written consent of
Holdings,
directly or indirectly, Transfer any Common Stock of Holdings or any
securities
convertible into or exercisable for Common Stock of Holdings owned by such
Shareholder or with respect to which such Shareholder has the power of
disposition, other than pursuant to clause (i)(A) of Section 2(b) of the
Registration Rights Agreement and except that, subject to Section 3 hereof,
Xxxxxxx X. Xxxxxx and Xxxxxxxx X. Xxxxxxx shall be permitted, from and after
March 19, 1998, to sell Common Stock of Holdings received upon the exercise of
their Assumed Options from and after March 19, 1998.
(iii) Notwithstanding the provisions of paragraphs
(f)(i) and (f)(ii) above, a Transfer shall not include (A) with respect to any
Shareholder that is an individual, a Transfer to (1) a sibling, ancestor or
descendant, spouse of any of the foregoing, spouse of such Shareholder, or
descendants of any of the foregoing or (2) any trust or family partnership for
the primary benefit of such Shareholder or any Persons described in clause
(1);
(B) with respect to any Shareholder that is a trust or family partnership, the
beneficiaries or partners of the trust or another trust or family partnership
established for the primary benefit of such beneficiaries or partners; (C)
with
respect to any Shareholder, the pledge by such Shareholder of up to 25% (100%
in
the case of Gold & Xxxxx) of such securities to secure customary margin loans
(provided, that the pledgee agrees in writing, for the benefit of EXCEL, to be
bound by such Shareholder's obligations under Sections 1 and 2(f) hereof).
(g) Reliance by EXCEL. Such Shareholder understands and
acknowledges that EXCEL is entering into, and causing Holdings to enter into,
the Merger Agreement in reliance upon such Shareholder's execution and
delivery
of this Agreement.
3. Options. Each Shareholder listed on Schedule II hereto
(each, an "Optionholder") is the record owner and Beneficial Owner of the
number
of vested and unvested options (collectively, the "Existing Options") to
purchase Shares set forth on such Schedule II. Notwithstanding anything to the
contrary contained in the Merger Agreement or any document pursuant to which
the
options were granted or which govern such options, each Optionholder agrees to
sell to the Company (and the Company, by its execution of this Agreement,
agrees
to purchase), immediately prior to the Effective Time, (A) all such Existing
Options held by Xxxxxxx X. Xxxxxx or Xxxxxxxx X. Xxxxxxx which are vested as
of
the date hereof (as set forth in Schedule II) and (B) in the case of Xxxxxxx
X.
Xxxxxx and Xxxxxxxx X. Xxxxxxx, 50% of all such Existing Options which are
scheduled to vest in March 1998 (as set forth in Schedule II) for cash in an
amount per share equal to the excess of (x) the sum of (i) $15.00 plus (ii)
the
product of the Telco Exchange Ratio multiplied by the closing price of a share
of EXCEL Common Stock on the NYSE on the NYSE trading day
5
immediately preceding the day on which the Effective Time occurs (unless the
Effective Time occurs on a NYSE trading day following the close of trading on
such day, in which case the closing price on the NYSE on the day on which the
Effective Time occurs shall be used) over (y) the per Share exercise price.
All
remaining Existing Options held by Xxxxxxx X. Xxxxxx and Xxxxxxxx X. Xxxxxxx
and
all Existing Options held by Xxxxx X. Xxxxxxx will be assumed by Holdings and
converted into (or, in the case of Xxxxx X. Xxxxxxx, continue to be)
fully-vested options (and irrevocable in any and all circumstances) to
purchase
shares of Common Stock of Holdings on the terms set forth in Section 2.8 of
the
Merger Agreement (the "Assumed Options"); provided, however, that each of
Xxxxxxx X. Xxxxxx and Xxxxxxxx X. Xxxxxxx agrees that, except as otherwise
provided in Section 5(f) of each of such person's New Employment Agreement (as
defined below), he will not exercise any of the Assumed Options prior to March
19, 1998 or more than 50% of the Assumed Options prior to March 19, 1999. The
Assumed Options shall be deemed Holdings Options for purposes of Section
2.8(b)
of the Merger Agreement and EXCEL agrees that the Holders of the Assumed
Options
shall be entitled to the benefits thereof as if the provisions of Section 2.8
were set forth herein.
4. Employment Agreements. Each of Xxxxx X. Xxxxx, Xxxxxx X.
Xxxxx, Xxxxxxx X. Xxxxxx, Xxxxxxxx X. Xxxxxxx and Xxxxx X. Xxxxxxx agrees that
(a) at or prior to the Effective Time, each of them will enter into an
employment agreement (each, a "New Employment Agreement") with the Company and
a
non-competition agreement with Holdings in the form annexed hereto and (b)
pursuant to the New Employment Agreements, the existing employment agreement
between each of them and the Company automatically will terminate.
5. Further Assurances. From time to time, at the other
party's
reasonable request and without further consideration, each party hereto shall
execute and deliver such additional documents (including, in the case of the
applicable Shareholders, a tax certificate to the extent required under
Section
8.3(d) of the Merger Agreement) and take all such further lawful action as may
be necessary or desirable to consummate and make effective, in the most
expeditious manner practicable, the transactions contemplated by this
Agreement.
6. Stop Transfer; Restrictive Legend. (a) Each Shareholder
agrees with, and covenants to, EXCEL that such Shareholder shall not request
that the Company register the transfer (book-entry or otherwise) of any
certificate or uncertificated interest representing any of such Shareholder's
Shares, unless such transfer is made in compliance with this Agreement. In the
event of a stock dividend or distribution, or any change in the Company Common
Stock by reason of any stock dividend, split-up, recapitalization,
combination,
exchange of shares or the like, the term "Shares" shall be deemed to refer to
and include the
6
Shares as well as all such stock dividends and distributions and any shares
into
which or for which any or all of the Shares may be changed or exchanged.
(b) All certificates representing any of such
Shareholder's Shares shall contain the following legend:
"The securities represented by this certificate,
including certain voting and transfer rights with
respect thereto, are subject to the terms of a
Shareholders Agreement, dated June 5, 1997, among
Telco Communications Group, Inc., the Issuer and
the
parties listed on the signature pages thereto, a
copy
of which is on file in the principal office of the
Issuer."
7. Termination. Except as otherwise provided herein
(including, without limitation, Section 2(f)(ii) hereof), the covenants and
agreements contained herein with respect to the Shares shall terminate upon
the
earlier of (a) termination of the Merger Agreement in accordance with its
terms
(including, without limitation, a termination pursuant to Section 9.1(h)
thereof
in connection with a determination by the Board of Directors of the Company
that
their fiduciary obligations under applicable law require that an Acquisition
Proposal be accepted) and (b) the Effective Time.
8. Shareholder Capacity. No person executing this Agreement
who is or becomes during the term hereof a director and/or officer of the
Company makes any agreement or understanding herein in his or her capacity as
such director and/or officer. Each Shareholder signs solely in his or her
capacity as the record and/or Beneficial Owner of such Shareholder's Shares.
Nothing herein shall limit or be deemed to limit the ability of a director or
officer of the Company, acting in such capacity, to act in accordance with
such
director's or officer's fiduciary duties.
9. Confidentiality. The Shareholders recognize that
successful
consummation of the transactions contemplated by this Agreement may be
dependent
upon confidentiality with respect to the matters referred to herein. In this
connection, pending public disclosure thereof, each Shareholder hereby agrees
not to disclose or discuss such matters with anyone not a party to this
Agreement (other than such Shareholder's counsel and advisors, if any) without
the prior written consent of EXCEL, except for disclosures such Shareholder's
counsel advises are necessary in order to fulfill such Shareholder's
obligations
imposed by law, in which event such Shareholder shall give notice of such
disclosure to
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EXCEL as promptly as practicable so as to enable EXCEL to seek a protective
order from a court of competent jurisdiction with respect thereto.
10. Release. Each of the Shareholders, solely in such
person's
capacity as a shareholder of the Company, effective at the Effective Time,
hereby releases and discharges the Company and its officers, directors,
shareholders, employees, agents, attorneys, representatives, successors and
assigns (and the respective heirs, executors, administrators, representatives,
successors and assigns of such officers, directors, shareholders, employees,
agents, attorneys and representatives) from any and all claims, actions,
causes
of action, suits, debts, sums of money, controversies, agreements, promises,
damages, judgments, claims and demands whatsoever, at law or in equity, which
any of the Shareholders, as a result of such person's status as a shareholder
of
the Company, had, now have or hereafter can, shall or may have for, upon, or
by
reason of any matter, cause or thing whatsoever relating, directly or
indirectly, to the Company or the Surviving Corporation, as the case may be.
11. Authority Relative to this Agreement. Each of EXCEL and
the Company (each, for purposes of this Section 11, a "party") severally
represents and warrants as follows: Such party has the necessary corporate
power
and authority to enter into this Agreement and to carry out its obligations
hereunder. The execution and delivery of this Agreement by such party and the
consummation by such party of the transactions contemplated hereby have been
duly authorized by all necessary corporate action on the part of such party.
This Agreement has been duly executed and delivered by such party and,
assuming
the due authorization, execution and delivery thereof by the other parties
hereto, constitutes a legal, valid and binding obligation of such party,
enforceable against it in accordance with its terms, subject to applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
similar laws affecting creditors' rights and remedies generally, and subject,
as
to enforceability, to general principles of equity.
12. Miscellaneous.
(a) Entire Agreement. This Agreement and the Merger
Agreement
constitute the entire agreement between the parties with respect to the
subject
matter hereof and supersede all other prior agreements and understandings,
both
written and oral, between the parties with respect to the subject matter
hereof.
(b) Certain Events. Each Shareholder agrees that this
Agreement and the obligations hereunder shall attach to such Shareholder's
Shares and shall be binding upon any person or entity to which legal or
beneficial ownership of such Shares shall pass, whether by
8
operation of law or otherwise, including, without limitation, such
Shareholder's
heirs, guardians, administrators or successors. Notwithstanding any transfer
of
Shares, the transferor shall remain liable for the performance of all
obligations under this Agreement of the transferor.
(c) Assignment. This Agreement shall not be assigned by
operation of law or otherwise without the prior written consent of the other
party, provided that EXCEL may assign, in its sole discretion, its rights and
obligations hereunder to any direct or indirect wholly owned subsidiary of
EXCEL, but no such assignment shall relieve EXCEL of its obligations hereunder
if such assignee does not perform such obligations.
(d) Amendments, Waivers, Etc. This Agreement may not be
amended, changed, supplemented, waived or otherwise modified or terminated,
with
respect to any one or more Shareholders, except upon the execution and
delivery
of a written agreement executed by the relevant parties hereto; provided that
Schedule I hereto may be supplemented by EXCEL by adding the name and other
relevant information concerning any Shareholder of the Company who agrees to
be
bound by the terms of this Agreement without the agreement of any other party
hereto, and thereafter such added shareholder shall be treated as a
"Shareholder" for all purposes of this Agreement.
(e) Notices. All notices, requests, claims, demands and
other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly received if so given) by hand delivery, telegram,
telex
or telecopy, or by mail (registered or certified mail, postage prepaid, return
receipt requested) or by any courier service, such as Federal Express,
providing
proof of delivery. All communications hereunder shall be delivered to the
respective parties at the following addresses:
If to any Shareholder: At the addresses set forth
on Schedule I hereto
with a copy to: Xxxxxxx & Berlin, Chartered
0000 X Xxxxxx, X.X., Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Attention: Xxxx X. Xxxxxxxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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If to EXCEL
or Holdings: EXCEL Communications, Inc.
0000 Xxxxx Xxxxxxx Xxxxxxxxxx
Xxxxxx, Xxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: X. Xxxxxxxxxxx Dance, Esq.
with a copy to: Weil, Gotshal & Xxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxx Xxxxxxxxxx, Esq. and
Xxxxxxxxx X. Xxxxx, Esq.
If to the Company: Telco Communications Group, Inc.
0000 Xxxxxxxxx Xxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000-0000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxx X. Xxxxxxx, Esq.
with a copy to: Xxxxxxx & Berlin, Chartered
0000 X Xxxxxx, X.X., Xxxxx 000
Xxxxxxxxxx, X.X. 00000
Attention: Xxxx X. Xxxxxxxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
(f) Severability. Whenever possible, each provision or
portion
of any provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law but if any provision or portion of
any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or portion of any provision in such jurisdiction, and this Agreement will be
10
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision or portion of any provision had never been
contained herein.
(g) Specific Performance. Each of the parties hereto
recognizes and acknowledges that a breach by it of any covenants or agreements
contained in this Agreement will cause the other party to sustain damages for
which it would not have an adequate remedy at law for money damages, and
therefore each of the parties hereto agrees that in the event of any such
breach
the aggrieved party shall be entitled to the remedy of specific performance of
such covenants and agreements and injunctive and other equitable relief in
addition to any other remedy to which it may be entitled, at law or in equity.
(h) Remedies Cumulative. All rights, powers and remedies
provided under this Agreement or otherwise available in respect hereof at law
or
in equity shall be cumulative and not alternative, and the exercise of any
thereof by any party shall not preclude the simultaneous or later exercise of
any other such right, power or remedy by such party.
(i) No Waiver. The failure of any party hereto to exercise
any
right, power or remedy provided under this Agreement or otherwise available in
respect hereof at law or in equity, or to insist upon compliance by any other
party hereto with its obligations hereunder, and any custom or practice of the
parties at variance with the terms hereof, shall not constitute a waiver by
such
party of its right to exercise any such or other right, power or remedy or to
demand such compliance.
(j) Several Obligations; No Third Party Beneficiaries. The
covenants and agreements of the Shareholders in this Agreement are made
severally, and not jointly. This Agreement is not intended to be for the
benefit
of, and shall not be enforceable by, any person or entity who or which is not
a
party hereto.
(k) Governing Law. This Agreement shall be governed and
construed in accordance with the laws of the State of Delaware, without giving
effect to the principles of conflicts of law thereof.
(l) WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES
ANY
RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY SUCH ACTION, SUIT OR
PROCEEDING.
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(m) Descriptive Headings. The descriptive headings used
herein
are inserted for convenience of reference only and are not intended to be part
of or to affect the meaning or interpretation of this Agreement.
(n) Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original, but all of
which,
taken together, shall constitute one and the same Agreement.
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IN WITNESS WHEREOF, EXCEL and each Shareholder have caused
this Agreement to be duly executed as of the day and year first above written.
EXCEL COMMUNICATIONS, INC.
By: /s/ Xxxx X. XxXxxxx
-------------------------------
Name: Xxxx X. XxXxxxx
Title: Executive Vice President
/s/ Xxxxx X. Xxxxx
------------------------------
Xxxxx X. Xxxxx
/s/ Xxxxxx X. Xxxxx
------------------------------
Xxxxxx X. Xxxxx
/s/ Xxxxxx X. Xxxxxxx
------------------------------
Xxxxxx X. Xxxxxxx
/s/ Xxxxx X. Xxxxxxx
------------------------------
Xxxxx X. Xxxxxxx
/s/ Xxxxxxxx X. Xxxxxxx
------------------------------
Xxxxxxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxxx
------------------------------
Xxxxxxx X. Xxxxxx
13
GOLD & XXXXX TRANSFER, S.A.
By: /s/ Xxxx Xxxxxxxx
------------------------
Name: Xxxx Xxxxxxxx
Title: Power of Attorney In Fact
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AGREED TO AND ACKNOWLEDGED
(with respect to Sections 3, 4, 6, 11 and 12(e)):
TELCO COMMUNICATIONS GROUP, INC.
BY: /s/ Xxxxxx X. Xxxxx
-------------------------------------------
Name: Xxxxxx X. Xxxxx
Title: President and Chief Executive Officer
15
NYFS05...:\41\44241\0003\84\AGR5287N.06F
Schedule I to
Shareholders Agreement
Name and Address Number of Shares
of Shareholder Beneficially Owned
Xxxxxx X. Xxxxx 7,406,109
Xxxxx X. Xxxxx 5,517,831
Xxxxxx X. Xxxxxxx 4,717,868
Xxxxx X. Xxxxxxx 996,699
Gold & Xxxxx Transfer, S.A. 6,232,403
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Schedule II to
Shareholders Agreement
Name of Optionholder Number of Shares Subject to Options
Vested Unvested Vesting Date
Total
Xxxxxxx X. Xxxxxx 354,167 3/19/97
354,166 3/19/98
354,166 3/19/99
Xxxxx X. Xxxxxxx 76,532 0
Xxxxxxxx X. Xxxxxxx *128,387 3/19/97
141,667 3/19/98
141,667 3/19/99
16,667 4/30/98
16,667 4/30/99
16,667 4/30/00
* 13,280 of original vested total already exercised and held as shares
17
