THIRD AMENDED AND RESTATED
SHAREHOLDERS' AGREEMENT
THIS THIRD AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT is entered into as
of this 3rd day of April, 1998, by and among ILD TELESERVICES, INC., a Delaware
corporation formerly known as ILD Communications, Inc. (the "Corporation"); and
INTELLICALL, INC., a Delaware corporation ("Intellicall"), TRIAD-ILD PARTNERS,
L.P., a Georgia limited partnership ("Triad I"), TRIAD-ILD PARTNERS II, L.P., a
Georgia limited partnership ("Triad II"); TRIAD-ILD PARTNERS III, L.P., a
Georgia limited partnership ("Triad III")(Triad I, Triad II and Triad III shall
collectively be referred to as "Triad-ILD"), XXXXXX TELECOMMUNICATIONS, LLC, a
Georgia limited liability company ("Xxxxxx"); XXXXXXXX X. XXXXXXXXX, a Georgia
resident ("XxXxxxxxx"); XXXXXXXX HOLDING COMPANY ("Xxxxxxxx"); XXXXX
ENTERPRISES, INC. ("Xxxxx"); XXXXXX X. XXXXXX, a Tennessee resident ("Xxxxxx");
XXXXXXX X. XXXXXX, a Georgia resident ("Xxxxxx"); and WORLDCOM, INC., a Georgia
corporation ("WorldCom"), as shareholders of the Corporation.
W I T N E S S E T H:
WHEREAS, Intellicall, Triad I and Xxxxxx (sometimes referred to as the
"Original Signatories") and the Corporation are parties to that certain
Shareholders' Agreement dated May 10, 1996; WorldCom, Inc. and Triad II became a
signatory upon the execution of the Amended and Restated Shareholders' Agreement
dated as of August 31, 1997; and XxXxxxxxx became a signatory upon execution of
the Second Amended and Restated Shareholders' Agreement dated as of December 15,
1997;
WHEREAS, Stephens, Clark, Xxxxxx and Xxxxxx have become shareholders as of
April 3, 1998 by virtue of the purchase of certain shares of capital stock of
the Corporation from Intellicall;
WHEREAS, the Shareholders own as of the date hereof the issued and
outstanding capital stock of the Corporation in the amounts and in the classes
set forth on Exhibit "A" which is expected to change to the amounts and classes
referenced on Exhibit "A-1 by the end of April, 1998 in connection with the
consummation of the "Intellicall Permitted Transaction" referenced in Section
1.04 f. hereof; and
WHEREAS, the Shareholders believe it is in the best interest of the
Shareholders and the. Corporation to make provisions for the future disposition
of the Shares, and to enter into certain agreements respecting the Corporation's
affairs;
NOW, THEREFORE, in consideration of the premises and mutual obligations
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, the following terms have the respective
meaning set forth below:
1.01. "AFFILIATE" of any Shareholder that is an entity shall mean any
shareholder, manager or general partner of such Shareholder, or any shareholder,
manager or general partner of an entity that indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
such Shareholder.
1.02. "AGREEMENT" means this Agreement together with any amendments made
in the manner described in this Agreement.
1.03. "CORPORATION" means ILD Teleservices, Inc., a Delaware corporation.
1.04. "PERMITTED TRANSFER" means:
a. Any Transfer by a Shareholder to an Affiliate provided that
such Affiliate did not become an Affiliate for the purpose of the Transfer, or
in the event that any individual becomes a Shareholder hereunder, any Transfer
by such individual during his lifetime to his spouse, children and/or
grandchildren, or to a trust or similar instrument for the benefit of one or
more of the foregoing, or any testamentary disposition of Shares by such
individual to his spouse, children and/or grandchildren;
b. Any Transfer to any other Shareholder whether or not an
original signatory hereto, or any Affiliate of such other Shareholder provided
that such Affiliate did not become an Affiliate for the purpose of the Transfer;
c. Any Transfer from a Shareholder to the Corporation as
permitted or contemplated pursuant to the operative instrument or corporate
governance document, such as redemption of preferred stock pursuant to the
Corporation's Second Amended and Restated Certificate of Incorporation;
d. Any Transfer by pledge or collateral assignment by
Intellicall to its senior secured lender; or
e. A Transfer by XxXxxxxxx of up to 1,100 Shares to the persons
on Exhibit B hereto (hereinafter a "XxXxxxxxx Permitted Transfer").
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f. A Transfer by Intellicall of up to 1539 shares of Series A
stock pursuant to that Stock Purchase Agreement between Intellicall and SMCO
Investments, LLC. to the members or assignees of SMCO Investments, LLC.
1.05. "SHAREHOLDER" means Triad I, Triad II, Triad III, Xxxxxx,
Intellicall, Stephens, Clark, Bowers, Holmes, WorldCom, and XxXxxxxxx, and any
other person or entity to whom any shares of capital stock are transferred by
the Corporation or any of the foregoing (except for issuance of shares, whether
upon sale by the Corporation or pursuant to the exercise of warrants or options,
whereby such person or entity, and such person's or entities' Affiliates, would
thereby hold less than 2,500 shares of capital stock in the aggregate on a
fully-diluted basis), it being recognized that any such transfer must not
violate any of the provisions of this Agreement and that all successive
transferees will be bound by the terms hereof as fully and completely as if such
transferees were original parties of this Agreement; provided, however, that the
entities "Sirrom Capital Corporation" or "Xxxxx River Ventures Limited
Partnership", or their successors or assigns, in their capacity as shareholders
of the Corporation upon exercise of certain warrants, or conversion of certain
notes, granted to them by the Corporation shall not be considered a Shareholder
hereunder and the shares of common stock to be issued under such warrants shall
not be subject to any of the terms, conditions or restrictions of this
Agreement.
1.06. "SHARES" means the shares of capital stock of the Corporation, of
whatever class, series or designation, held by any Shareholder, together with
any and all shares of capital stock hereinafter acquired by any Shareholder.
The term Shares shall be deemed to also include any shares of capital stock
which any Shareholder has or may receive the right to receive by virtue of the
exercise of any warrants, options or other rights to acquire Shares or
securities convertible in Shares, either presently or in the future.
1.07. "TRANSFER" means any sale, assignment, pledge or other transfer or
encumbrance, whether outright or as security, whether with or without
consideration, and whether voluntary, involuntary, or by operation of law
(including, but not limited to, any sale, exchange, gift, or assignment), of all
or any part of any right, title or interest (including, but not limited to,
voting rights) in or to any Shares.
1.08. "VOTING STOCK" means the $.01 par value common stock of the
Corporation and the $.01 par value Series A Preferred Stock of the Corporation.
ARTICLE II
RESTRICTIONS ON TRANSFER OF SHARES
2.01. RESTRICTIONS ON TRANSFER. No Shareholder shall Transfer any
interest in, or any part of, its Shares, and any such attempted Transfer shall
be null and void and of no force and effect unless all of the following
conditions are met:
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(a) All transferees proposing to receive a Transfer of Shares
(other than a transferee who is already a party hereto or transferees by virtue
of a XxXxxxxxx Permitted Transfer) shall agree in writing (as a condition to
such Transfer) that it or he will, if so requested by the Corporation, be bound
by and will receive and hold such Shares or interest therein subject to this
Agreement. Upon such transfer, such transferee shall be a Shareholder hereunder
and shall be subject to the rights and obligations of the transferring
Shareholder set forth in this Agreement;
(b) Such Transfer of Shares is effected pursuant to registration
requirements (or an exemption therefrom) under the Securities Act of 1933 (and
regulations thereunder) or SEC Rule 144, as well as any applicable state
securities laws, and if in the reasonable judgment of counsel for the Company
some question exists as to the applicability of such exemption(s), then such
Transfer shall also include an opinion of counsel for the transferring
Shareholder stating that such exemption(s) are applicable;
(c) Such Transfer is either a Permitted Transfer or the
transferring Shareholder shall have first complied with any of the procedures
applicable to the proposed transaction described in Section 2.02 or Section 2.03
and such offer(s) shall have expired or been rejected as provided herein;
(d) Such Transfer (other than a Permitted Transfer) is to be
effected after May 10, 1998 on the basis that the parties desire to preclude any
Transfer (other than a Permitted Transfer) during the first two years of the
Corporation to stabilize the Corporation's ownership structure; and
(e) If not already so required by the applicable provisions
hereof and except for any XxXxxxxxx Permitted Transfer or Intellicall Permitted
Transfer, the transferring Shareholder gives the Corporation at least 10 days
prior written notice of such proposed Transfer.
2.02. RIGHT OF FIRST REFUSAL.
(a) OFFER TO SELL. In the event that any Shareholder proposes
to Transfer its Shares after May 10, 1998 pursuant to a bona fide third party
offer or otherwise other than by a Permitted Transfer (such Shareholder is
hereinafter referred to as a "Selling Shareholder"), it shall make a written
offer to sell first to the Corporation and second to the other Shareholder(s)
all the Shares the Selling Shareholder proposes to so Transfer (the "Offered
Shares"). The Selling Shareholder shall attach to the offer to sell a copy of
the bona fide offer ("Offer") received which shall specify the type of Transfer,
the number of Offered Shares, the name and address of any prospective
transferee(s), the proposed purchase price per share, the terms of payment and
any other material terms of the Transfer.
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(b) OPTIONS TO PURCHASE OFFERED SHARES. The Corporation shall
have the first option to purchase all of the Offered Shares for the purchase
price and upon the terms set forth in the Offer, exercisable by giving written
notice to the Selling Shareholder and to the nonselling shareholder(s) within
five (5) business days after receipt of the Offer, which notice shall set forth
the Corporation's intent to purchase the Offered Shares. In the event of such
notice, the sale shall be effected as set forth in Section 2.04 below.
If the Corporation elects not to purchase the Offered Shares, each
of the nonselling shareholder(s) (in that proportion which the Shares owned by
each nonselling shareholder electing to purchase Shares of the Selling
Shareholder bears to the Shares owned by all nonselling shareholder(s) electing
to purchase Shares of the Selling Shareholder) shall have the second option to
purchase all of the Offered Shares, for the purchase price and upon the terms
set forth in the Offer, exercisable by giving written notice to the Selling
Shareholder and the Corporation within five (5) business days after the
expiration date of the Corporation's option. Notwithstanding anything contained
herein to the contrary, in the event the nonselling shareholder(s) who desire to
purchase the Offered Shares purchase less than all of the Offered Shares, the
provisions of Section 2.02 (c) hereof shall apply.
(c) FAILURE TO EXERCISE OPTION TO PURCHASE. If the options to
purchase the Offered Shares are not timely exercised by the Corporation and/or
the nonselling shareholder(s), or if such options are exercised but not timely
consummated, or if the Corporation or the nonselling shareholder(s) do not elect
to purchase all of the Offered Shares, all through no fault of the Selling
Shareholder, then the Selling Shareholder may promptly make a bona fide Transfer
of the Offered Shares to the prospective transferee(s) named in the Offer, at
the price and on the terms and conditions and strictly in accordance with the
Offer; provided, that any transferee's right in and to any of the Shares shall
be subject to the conditions and restrictions set forth in this Agreement.
Notwithstanding the foregoing, if the Selling Shareholder shall fail to
consummate such Transfer within thirty (30) days after expiration of the time
provided for the exercise of the options of the nonselling shareholder(s) and
the Corporation, the Selling Shareholder's right to Transfer in accordance with
the Offer shall expire and the Selling Shareholder shall be required to re-offer
any Offered Shares in accordance with this Article II prior to any subsequent
Transfer of its Shares.
2.03. TAG ALONG RIGHT. No Shareholder or group of Shareholders shall
Transfer any shares of Voting Stock other than by a Permitted Transfer if, upon
such Transfer, the acquiror together with the acquiror's Affiliates would
thereby hold more than 50% of aggregate number of issued and outstanding Shares
of Voting Stock of the Company, as determined on the date of such sale or
conveyance, unless it or they shall have given all other Shareholder(s) holding
Voting Stock not less than thirty (30) days written notice of the proposed sale
or conveyance and the terms and conditions thereof ("Notice of Control
Transfer"). Upon receipt of such Notice of Control Transfer, the other
Shareholder(s) holding Voting Stock shall each have the right, exercisable on
written notice within twenty (20) days after the date of receipt of such notice
("Notice of Tag Along"), to preclude
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such proposed Transfer unless the acquiror also agreed to purchase from each
such electing Shareholder that number of Shares designated by the electing
Shareholder to be sold to the acquiror at a price equal to the greater of (i)
the price per share specified in the Notice of Control Transfer or (ii) the
highest price per share paid by acquiror or its Affiliates for any of its
Shares. If all Shareholders fail to provide a Notice of Tag Along Right
within the time required, the Shareholder(s) providing the notice of the
proposed transfer, for a period of thirty (30) days from the date on which
the nonparticipating Shareholders' rights to exercise the foregoing tag along
right terminates, shall be free to sell the Offered Shares to the same
transferee on the same terms and conditions specified in the Notice of
Control Transfer; provided, however, that any transferee's right in and to
any of the Shares of Voting Stock shall be subject to the conditions and
restrictions set forth in this Agreement; and provided further, that if the
transfer shall not be made within said 30-day period, the right to transfer
in accordance with the notice will expire, and all provisions of this
Agreement (including the provisions of this Section 2.03) will remain in full
force and effect. In the event that any Shareholder provides Notice of Tag
Along Right, the sale shall be effected as set forth in Section 2.04 below.
2.04. CLOSING: EFFECT OF DELIVERY. The closing of any transfer pursuant
to this Article II shall take place at the offices of the Corporation. The
Selling Shareholder, the Corporation and/or the nonselling shareholder(s) who
together are to participate in a transaction pursuant to this Article II shall
mutually agree upon a date of closing that is either within the prescribed
period for such Transfer, or if no period is prescribed for such Transfer
hereunder, then within thirty (30) days following the last date all notices of
exercise are permitted. At the closing, the transferee(s) shall deliver the
purchase price in the manner set forth in this Article II, and the Selling
Shareholder shall deliver the Shares to be transferred duly endorsed for
transfer, free and clear of all security interests, liens, encumbrances, and
restrictions. Upon the Transfer of all of its Shares in compliance with this
Article II, the Selling Shareholder shall no longer be a party to this
Agreement, and all of his rights and obligations hereunder shall terminate.
ARTICLE III
AGREEMENTS WITH RESPECT TO THE AFFAIRS
AND MANAGEMENT OF THE CORPORATION
3.01. BOARD OF DIRECTORS. So long as this Agreement shall remain in
effect, each of the Shareholders covenants and agrees to vote or cause to be
voted all shares of Voting Stock with respect to which it has the power to vote
or direct the vote in favor of: (a) fixing the number of directors at eight (8)
or such other number as agreed by the Supermajority Vote of the directors of the
Corporation; and (b) electing to the Board of Directors of the Corporation two
persons designated by Intellicall (acknowledged to be Xxxx X. XxXxxxxx, Xx. and
Xxxxxxx X. Xxxxx as of the date of the next board meeting), two persons
designated by Triad-ILD (acknowledged to be Xxxxxxx X. Xxxxx and F. Xxxxxx
Xxxxxx as of the date hereof), one person nominated by Xxxxxxxx (expected to be
Xxxxxxx Xxxxxx Xxxxx), one person nominated by Xxxxx, Xxxxxx and Xxxxxx
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(acknowledged to be C. Read Xxxxxx, Jr.) and one independent director (currently
Xxxxxx Xxxxxxxxxxxx) nominated by Intellicall but subject to the approval of a
majority of the directors; provided, however, that (a) in the event that
Triad-ILD, Intellicall, Xxxxxxxx or Xxxxx/Xxxxxx/Xxxxxx shall elect, in its sole
discretion, not to nominate a person or persons to serve as designated directors
on the Board of Directors of the Corporation, then and in such event said
director or directors shall be elected in the manner provided by the bylaws of
the Corporation and (b) the right of Triad-ILD, Intellicall, Xxxxxxxx or
Xxxxx/Xxxxxx/Xxxxxx, as the case may be, to designate or consent to any person
to serve on the Board of Directors of the Corporation shall (i) with respect to
Triad-ILD or Intellicall, be reduced to one designated board seat if such party
had, in one or more transactions, Transferred (other than by a Permitted
Transfer) shares of Voting Stock constituting at least 50% of the shares of
Voting Stock held by such party as of the date of this Agreement or
(ii) terminate if such party (or parties in the case of Xxxxx/Xxxxxx/Xxxxxx)
had, in one or more transactions, Transferred (other than by a Permitted
Transfer) shares of Voting Stock constituting at least 75% of the shares of
Voting Stock held by such party as of the date of this Agreement.
Notwithstanding the foregoing, if either of the above parties does not nominate
a person to serve as a director, such party shall nonetheless be permitted to
designate a representative to receive notice of all meetings or actions and to
attend all meetings of the Board of Directors of the Corporation. The parties
also stipulate and agree that counsel to the Corporation shall be invited to
each board meeting to serve as secretary of the meeting unless otherwise agreed
by all directors. For the purposes of this Section 3.01, Intellicall shall mean
Intellicall, Inc. or any secured lender to Intellicall who takes title to
Intellicall's shares of Voting Stock.
3.02. EVENTS REQUIRING SUPERMAJORITY APPROVAL. The Shareholders and the
Corporation hereby agree and covenant that the following actions (and any
agreements to effect any of the following actions) may be undertaken by the
Corporation only with the affirmative approval of 80% of such directors or, if
to be undertaken on the basis of action by the shareholders, by the affirmative
vote of shareholders holding not less than 80% of shares entitled to vote on
such action, in each case only to the extent otherwise permitted by the Delaware
General Corporation Law (for the purposes hereof, "Corporation" shall mean the
Corporation or any of its subsidiaries):
a. BANKRUPTCY, INSOLVENCY OR LIQUIDATION. Institution of any
proceedings under bankruptcy laws or other laws of general application to
debtors seeking relief from claims of creditors, or having a receiver or
trustee appointed for the benefit of the Corporation, the undertaking of
any action that would render the Corporation insolvent or unable to pay its
debts as they become due, making a general assignment for the benefit of
creditors, or causing a dissolution, liquidation or winding-up of the
Corporation.
b. AMENDMENTS OR CHANGES TO ORGANIZATIONAL DOCUMENTS. The
amendment, modification, supplementation or repeal of the Corporation's
Second Amended and Restated Certificate of Incorporation or bylaws, or any
issuance of Shares to any third parties which third party is or will be a
Shareholder hereunder.
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c. MERGER, CONSOLIDATION OR SALE OF ASSETS. The sale of the
Corporation to an unaffiliated third party in an arm's-length transaction
(whether by merger, consolidation, sale of all or substantially all of its
assets or sale of all of the outstanding shares of capital stock).
d. REMOVAL OR HIRING OF PRINCIPAL OFFICER OF THE CORPORATION.
The hiring or removal by the Corporation of the Corporation's chief
executive officer (or chief operating officer or like officer if such
serves as the principal executive officer of the Corporation).
e. APPROVAL OF ANNUAL BUDGETS. The approval of any annual
budget or operating plan for the Corporation.
f. INCREASING NUMBER OF DIRECTORS. Increasing the number of
directors of the Corporation or specifying any director seats other than
which may be designated by any Shareholder as contemplated in Section 3.01
hereof
ARTICLE IV
TERM AND TERMINATION OF AGREEMENT
4.01. TERM. The term of this Agreement shall commence with the date
hereof and shall continue thereafter for a period of ten (10) years, subject to
renewal by the parties.
4.02. TERMINATION. This Agreement shall terminate prior to the end of
its term upon the occurrence of any of the following events:
a. Bankruptcy, receivership or dissolution of the Corporation;
b. The voluntary agreement of all parties to this Agreement; or
c. An initial public offering the Common Stock pursuant to an
effective registration statement under the Securities Act of 1933, as
amended, and applicable state securities laws so that the Corporation
receives at least $15,000,000 in proceeds from the sale of its capital
stock.
ARTICLE V
STOCK LEGEND; ADDITIONAL SHARES
5.01. LEGEND. Upon the execution of this Agreement, the parties hereto
shall cause all certificates for Shares now or hereafter issued to a party
(other than the Shares
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of XxXxxxxxx to be transferred pursuant to a XxXxxxxxx Permitted Transfer)
hereunder to be endorsed as follows:
"THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE HELD SUBJECT
TO AND THEIR TRANSFER IS RESTRICTED UNDER THE TERMS OF A THIRD AMENDED
AND RESTATED SHAREHOLDERS' AGREEMENT DATED AS OF APRIL 3, 1998 BY AND
AMONG THE CORPORATION AND CERTAIN OF ITS SHAREHOLDERS, A COPY OF WHICH
IS ON FILE AND IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF
THE CORPORATION."
5.02. ADDITIONAL SHARES. The parties hereto agree that any additional
Shares to be issued by the Corporation to any Shareholder shall be subject to
this Agreement (subject to the procedure for exceptions set forth in
Section 3.02(b)) and shall have endorsed thereon the appropriate notice
contained in this Article V.
ARTICLE VI
IMPROPER TRANSFER; REMEDIES
6.01. IMPROPER TRANSFER. No Transfer of any of the Shares, or any
interest therein (whether voluntarily, by operation of law, or pursuant to any
order or decree of any court) shall be effective unless made pursuant to the
provisions of this Agreement.
6.02. REMEDIES.
a. Shares subject to this Agreement are not readily marketable,
and, for that reason and other reasons, the parties will be irreparably
damaged if this Agreement is not specifically enforced. In this regard,
the parties declare that it is impossible to measure in money the damages
that will accrue to a person having rights under this Agreement by reason
of a failure of another to perform any obligation under this Agreement.
Therefore, this Agreement shall be enforceable by specific performance or
any other equitable remedy. If any person shall institute any action or
proceeding to enforce the provisions of this Agreement, any person subject
to this Agreement against whom such action or proceeding is brought hereby
waives the claim or defense that the person instituting the action or
proceeding has an adequate remedy at law, and no person shall in any action
or proceeding put forward the claim or defense that an adequate remedy at
law exists. Should any dispute concerning the transfer of Shares arise
under this Agreement, an injunction may be issued restraining the transfer
of such Shares pending the determination of such dispute.
b. Should any Shareholder Transfer any of its Shares contrary
to the terms of this Agreement but the transferee is a bona fide purchaser
without notice
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of the restrictions on the Shares, then the other Shareholders shall
have the option, exercisable pro rata by written notice within one year
after such other Shareholders receive actual notice of such transfer, to
purchase such Shares from the holder thereof at the price and on the
terms at which the same were sold or otherwise transferred.
ARTICLE VII
MISCELLANEOUS
7.01. FURTHER ASSURANCES. Any Shareholder or estate of a deceased
Shareholder shall execute such evidences of transfer, receipts and/or releases
as shall reasonably be required by for the protection of all parties concerned
and to carry out the intent of this Agreement.
7.02. NOTICES. Any and all notices, offers, demands or elections
required or permitted to be made under this Agreement or by law shall be in
writing, signed by the party giving such notice, and delivered personally or
sent by overnight delivery by a reputable courier system with proof of delivery,
or by registered or certified mail, to the other party at the address set forth
on the signature page(s) hereof, or at such other address as the other party may
hereafter designate in writing. The date of personal delivery or five (5) days
following the date of mailing, as the case may be, shall be the date of such
notice. Any notice to the Corporation shall be conspicuously marked on the face
thereof: "Attention: President."
7.03. BINDING EFFECT/ASSIGNMENT. This Agreement shall be binding upon
the parties, their heirs, legal representatives, successors and assigns. No
party to this Agreement shall have the right to assign this Agreement or any
interest herein or under this Agreement, without the prior written consent of
the other party.
7.04. GOVERNING LAW. This Agreement shall be construed and governed
under and by the laws of the State of Delaware.
7.05. SEVERABILITY. In the event any provision, clause, sentence, phrase
or word hereof, or the application thereof in any circumstances, is held to be
invalid or unenforceable, such invalidity or unenforceability shall not affect
the validity or enforceability of the remainder hereof, or of the application of
any such provision, sentence, clause, phrase or word in any other circumstance.
7.06. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
and all such counterparts together shall constitute one and the same contract,
which shall be sufficiently evidenced by any such original counterparts.
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7.07. HEADINGS; GENDER. The paragraph headings hereof are for
convenience of reference only and shall not be construed as being a part of this
Agreement. All pronouns and any variations thereof refer to the masculine,
feminine or neuter gender, and the singular or plural number, as the context
requires.
7.08. ENTIRE AGREEMENT. This Agreement expressly supersedes the Second
Amended and Restated Shareholders' Agreement dated as of December 15, 1997 and
represents the entire agreement of the parties with respect to the subject
matter hereof, and shall not be amended, modified or changed except by written
instrument executed by all other parties hereto.
IN WITNESS WHEREOF, each of the Corporation and the Shareholders has caused
this Agreement to be executed by its duly authorized representative, as of the
date and year first above written.
CORPORATION:
ILD TELESERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxxxxxxxx
--------------------------------------
Xxxxxx X. Xxxxxxxxxxxx
Title: President
[CORPORATE SEAL]
SHAREHOLDERS:
INTELLICALL, INC.
By: /s/ Xxxx Xxxxxxxxx
--------------------------------------
Title: Chief Financial Officer
-----------------------------------
[CORPORATE SEAL]
ADDRESS:
---------------------------------
------------------------------------------
[Signatures Continued on Following Page]
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TRIAD-ILD PARTNERS, L.P.
By: Triad-ILD, Inc., Its General Partner
/s/ Xxxxxxx X. Xxxxx
--------------------------------------------
Xxxxxxx X. Xxxxx, President
[CORPORATE SEAL]
ADDRESS: 13000 Sawgrass Xxxxxxx Xxxxxx
Xxxxx 0
Xxxxx Xxxxx Xxxxx, Xxxxxxx 00000
XXXXXX TELECOMMUNICATIONS, LLC
By: /s/ Xxxxxx Xxxxxx
-----------------------------------------
Title: VP/CFO
--------------------------------------
[CORPORATE SEAL]
ADDRESS: 00 Xxxxxxxx Xx.
------------------------------------
Xxxxxxxx, Xx. 00000
---------------------------------------------
TRIAD-ILD PARTNERS II, L.P.
By: Triad-ILD, Inc., Its General Partner
/s/ Xxxxxxx X. Xxxxx
---------------------------------------------
Xxxxxxx X. Xxxxx, President
ADDRESS: 13000 Sawgrass Xxxxxxx Xxxxxx
Xxxxx 0
Xxxxx Xxxxx Xxxxx, Xxxxxxx 00000
[Signatures Continued on Following Page]
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XXXXXXXXX
By: /s/ Xxxxxxxx X. XxXxxxxxx
--------------------------------------
Xxxxxxxx X. XxXxxxxxx
ADDRESS:
---------------------------------
------------------------------------------
TRIAD-ILD PARTNERS III, L.P.
By: Triad-ILD, Inc., Its General Partner
/s/ Xxxxxxx X. Xxxxx
------------------------------------------
Xxxxxxx X. Xxxxx, President
ADDRESS: 13000 Sawgrass Xxxxxxx Xxxxxx
Xxxxx 0
Xxxxx Xxxxx Xxxxx, Xxxxxxx 00000
XXXXXXXX HOLDING COMPANY
By: /s/ C. Xxx Xxxx
--------------------------------------
Title: Vice President
-----------------------------------
[CORPORATE SEAL]
ADDRESS:
---------------------------------
------------------------------------------
XXXXX ENTERPRISES, INC.
By: /s/ Xxxxxx Xxxxxxxx
--------------------------------------
Title: Executive Vice President
-----------------------------------
ADDRESS:
---------------------------------
------------------------------------------
[Signatures Continued on Following Page]
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XXXXXX
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Xxxxxx X. Xxxxxx
ADDRESS:
---------------------------------
------------------------------------------
WORLDCOM, INC.
By: /s/ K. Xxxxxxx Xxxxxx, Xx.
--------------------------------------
Title: Vice President
-----------------------------------
[CORPORATE SEAL]
ADDRESS:
---------------------------------
------------------------------------------
XXXXXX
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------------
Xxxxxxx X. Xxxxxx
ADDRESS: 000 Xxxxxxxxxx Xxxxx
---------------------------------
Xxxxx, Xxxxxxx 00000
------------------------------------------
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