FIRST AMENDMENT TO SHAREHOLDERS AGREEMENT
THIS FIRST AMENDMENT TO SHAREHOLDERS AGREEMENT (this "First Amendment") is
made and entered into as of August 15, 1997, by and among First Union
Corporation, a North Carolina corporation, First Union National Bank, a national
banking association headquartered in Charlotte, North Carolina (formerly known
as First Union National Bank of North Carolina and successor by merger to First
National Bank of Florida, First Union National Bank of Georgia, First Union
National Bank of Maryland, First Union National Bank of South Carolina, First
Union National Bank of Virginia, First Union National Bank of Tennessee, First
Union National Bank of Washington, D.C., and First Union Bank of Connecticut),
First Union National Bank, a national banking association headquartered in
Avondale, Pennsylvania (formerly known as First Fidelity Bank, N.A.), NOVA
Information Systems, Inc., a Georgia corporation, and NOVA Corporation
(formerly, NOVA Holdings, Inc.), a Georgia corporation, as a supplement and an
amendment to the Shareholders Agreement (the "Shareholders Agreement") dated as
of January 31, 1996, by and among the aforesaid parties. Any capitalized,
undefined terms used herein will have the meanings ascribed to them in the
Shareholders Agreement.
W I T N E S S E T H :
WHEREAS, pursuant to the Shareholders Agreement, the Former NOVA
Shareholders agreed not to sell, assign, dispose of, transfer, pledge or
hypothecate any Holdings Securities, except as permitted by the Shareholders
Agreement; and
WHEREAS, Section 2.5 of the Shareholders Agreement requires that the
certificates representing such Holdings Securities must have a legend imprinted
on them which states that the Holdings Securities are subject to the terms and
conditions of the Shareholders Agreement, which provides for, among other
things, (i) the election of directors, (ii) a right of first refusal on the sale
of such Holdings Securities, and (iii) a limitation on resale of such Holdings
Securities; and
WHEREAS, pursuant to Section 3.1 of the Shareholders Agreement, the
provisions relating to the election of directors expired six months after the
initial Public Offering; and
WHEREAS, pursuant to Section 2.3(d) of the Shareholders Agreement, the
provisions relating to the right of first refusal on the sale of Holdings
Securities owned by Former NOVA Shareholder no longer apply following the
initial Public Offering; and
WHEREAS, the initial Public Offering referred to in the Shareholders
Agreement occurred on May 8, 1996; and
WHEREAS, pursuant to Section 2.4 of the Shareholders Agreement, the
provisions relating to the resale restrictions of such Holdings Securities will
apply for a period of at least 90 days but not to exceed 180 days after the date
of any future Public Offering; and
WHEREAS, to permit Xxxxx X. Xxxxxx, a Former NOVA Shareholder, to remove
the above-described legend from the certificates representing his Holdings
Securities, the parties to this First Amendment desire to make certain
modifications to the Shareholders Agreement as described below; and
WHEREAS, Section 4.1 of the Shareholders Agreement permits the amendment or
modification of the Shareholders Agreement by an instrument executed by the
Holdings Shareholders owning of record at least 90% of the then issued and
outstanding Holdings Voting Stock then held by Holdings Shareholders; provided
that such amendment or modification may not operate to the disproportionate
detriment of any Shareholder; and
WHEREAS, the parties to this First Amendment own at least 90% of the
currently issued and outstanding Holdings Voting Stock currently held by
Holdings Shareholders.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants herein set forth, the parties to this First Amendment agree as
follows:
1. Legend. The Shareholders Agreement is hereby amended and modified by
------
inserting at the end of Section 2.5 the following:
Notwithstanding anything in this Agreement to the contrary, this Section
2.5 shall not apply to certificates representing Holdings Securities which
are registered in the name of Xxxxx X. Xxxxxx.
2. Transfer Documentation; Transfer Books. The Shareholders Agreement is
--------------------------------------
hereby amended and modified by inserting at the end of Section 2.7 the
following:
(c) Notwithstanding anything in this Agreement to the contrary, any
transferee, donee or subsequent purchaser of Holdings Securities previously
registered in the name of Xxxxx X. Xxxxxx shall not be bound by the terms
and conditions of this Agreement.
3. Full Force and Effect. Other than as specifically amended and
---------------------
modified herein, the Shareholders Agreement is unaltered and remains in full
force and effect in accordance with its terms.
[Signatures Begin on Following Page]
2
IN WITNESS WHEREOF, the parties have caused this First Amendment to be duly
executed as of the day and year first above written.
First Union Corporation
By /s/ Xxxxxx X. Xxxxxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxxxxx
------------------------------------
Title: Senior Vice President
------------------------------------
First Union National Bank, headquartered in
Charlotte, North Carolina
By /s/ Xxxxxx X. Xxxxxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxxxxx
------------------------------------
Title: Senior Vice President
------------------------------------
First Union National Bank, headquartered in
Avondale, Pennsylvania
By /s/ Xxxxxx X. Xxxxxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxxxxx
------------------------------------
Title: Senior Vice President
------------------------------------
NOVA Information Systems, Inc.
By /s/ Xxxxx X. Xxxxx
-------------------------------------------
Xxxxx X. Xxxxx
Chief Financial Officer
NOVA Corporation
(formerly NOVA Holdings, Inc.)
By /s/ Xxxxx X. Xxxxx
-------------------------------------------
Xxxxx X. Xxxxx
Chief Financial Officer
(Signatures continue on following page)
3
Warburg, Xxxxxx Investors, L.P.
By: Warburg, Xxxxxx & Co., its General Partner
By /s/ Xx. Xxxxx Xxxxxxx
-------------------------------------------
Xx. Xxxxx Xxxxxxx
Partner
Worldcom, Inc.
By /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------------
Xxxxxxx X. Xxxxxxx
Senior Vice President
4
SECOND AMENDMENT TO SHAREHOLDERS AGREEMENT
THIS SECOND AMENDMENT TO SHAREHOLDERS AGREEMENT (this "Second Amendment")
is made and entered into as of August 22, 1997, by and among First Union
Corporation, a North Carolina corporation, First Union National Bank, a national
banking association headquartered in Charlotte, North Carolina (formerly known
as First Union National Bank of North Carolina and successor by merger to First
National Bank of Florida, First Union National Bank of Georgia, First Union
National Bank of Maryland, First Union National Bank of South Carolina, First
Union National Bank of Virginia, First Union National Bank of Tennessee, First
Union National Bank of Washington, D.C., and First Union Bank of Connecticut),
First Union National Bank, a national banking association headquartered in
Avondale, Pennsylvania (formerly known as First Fidelity Bank, N.A.), NOVA
Information Systems, Inc., a Georgia corporation, and NOVA Corporation
(formerly, NOVA Holdings, Inc.), a Georgia corporation, as a supplement and an
amendment to the Shareholders Agreement (the "Shareholders Agreement") dated as
of January 31, 1996, by and among the aforesaid parties, which was previously
supplemented and amended by the First Amendment to Shareholders Agreement dated
as of August 15, 1997, by and among the aforesaid parties. Any capitalized,
undefined terms used herein will have the meanings ascribed to them in the
Shareholders Agreement.
W I T N E S S E T H :
WHEREAS, pursuant to the Shareholders Agreement, the Former NOVA
Shareholders agreed not to sell, assign, dispose of, transfer, pledge or
hypothecate any Holdings Securities, except as permitted by the Shareholders
Agreement; and
WHEREAS, Section 2.5 of the Shareholders Agreement requires that the
certificates representing such Holdings Securities must have a legend imprinted
on them which states that the Holdings Securities are subject to the terms and
conditions of the Shareholders Agreement, which provides for, among other
things, (i) the election of directors, (ii) a right of first refusal on the sale
of such Holdings Securities, and (iii) a limitation on resale of such Holdings
Securities; and
WHEREAS, pursuant to Section 3.1 of the Shareholders Agreement, the
provisions relating to the election of directors expired six months after the
initial Public Offering; and
WHEREAS, pursuant to Section 2.3(d) of the Shareholders Agreement, the
provisions relating to the right of first refusal on the sale of Holdings
Securities owned by Former NOVA Shareholder no longer apply following the
initial Public Offering; and
WHEREAS, the initial Public Offering referred to in the Shareholders
Agreement occurred on May 8, 1996; and
WHEREAS, pursuant to Section 2.4 of the Shareholders Agreement, the
provisions relating to the resale restrictions of such Holdings Securities will
apply for a period of at least 90 days but not to exceed 180 days after the date
of any future Public Offering; and
WHEREAS, to permit Xxxxx X. Xxxxxx, III, Xxxxxx X. Xxxxxx, Xxxxx X. Xxxx,
Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx and Xxxxx Xxxxxx Xxxxxxxxx, each a Former
NOVA Shareholder, to remove the above-described legend from the certificates
representing their Holdings Securities, the parties
to this Second Amendment desire to make certain modifications to the
Shareholders Agreement as described below; and
WHEREAS, Section 4.1 of the Shareholders Agreement permits the amendment or
modification of the Shareholders Agreement by an instrument executed by the
Holdings Shareholders owning of record at least 90% of the then issued and
outstanding Holdings Voting Stock then held by Holdings Shareholders; provided
that such amendment or modification may not operate to the disproportionate
detriment of any Shareholder; and
WHEREAS, the parties to this Second Amendment own at least 90% of the
currently issued and outstanding Holdings Voting Stock currently held by
Holdings Shareholders.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants herein set forth, the parties to this Second Amendment agree as
follows:
1. Legend. The Shareholders Agreement is hereby amended and modified by
------
inserting at the end of Section 2.5 the following:
Notwithstanding anything in this Agreement to the contrary, this Section
2.5 shall not apply to certificates representing Holdings Securities which
are registered in the name of Xxxxx X. Xxxxxx, III, Xxxxxx X. Xxxxxx, Xxxxx
X. Xxxx, Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. Xxxxxx or Xxxxx
Xxxxxx Xxxxxxxxx.
2. Transfer Documentation; Transfer Books. The Shareholders Agreement is
--------------------------------------
hereby amended and modified by inserting at the end of Section 2.7 the
following:
(c) Notwithstanding anything in this Agreement to the contrary, any
transferee, donee or subsequent purchaser of Holdings Securities previously
registered in the name of Xxxxx X. Xxxxxx, III, Xxxxxx X. Xxxxxx, Xxxxx X.
Xxxx, Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. Xxxxxx or Xxxxx Xxxxxx
Xxxxxxxxx (each an "Excluded Former NOVA Shareholder") shall not be bound
by the terms and conditions of this Agreement; provided that this Section
2.7(c) shall not apply to any transferee, donee or subsequent purchaser who
is (1) a member of the immediate family of any Excluded Former NOVA
Shareholder or (2) controlled by (i) any Excluded Former NOVA Shareholder
or (ii) an entity controlled by any Excluded Former NOVA Shareholder.
3. Full Force and Effect. Other than as specifically amended and
---------------------
modified herein, the Shareholders Agreement is unaltered and remains in full
force and effect in accordance with its terms.
[Signatures Begin on Following Page]
2
IN WITNESS WHEREOF, the parties have caused this Second Amendment to be
duly executed as of the day and year first above written.
First Union Corporation
By /s/ Xxxxxx X. Xxxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxxx
----------------------------------
Title: Senior Vice President
---------------------------------
First UNION NATIONAL BANK, headquartered in
Charlotte, North Carolina
By /s/ Xxxxxx X. Xxxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxxx
----------------------------------
Title: Senior Vice President
---------------------------------
First UNION NATIONAL BANK, headquartered in
Avondale, Pennsylvania
By /s/ Xxxxxx X. Xxxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxxx
----------------------------------
Title: Senior Vice President
--------------------------------
NOVA Information Systems, Inc.
By /s/ Xxxxx X. Xxxxx
---------------------------------------
Xxxxx X. Xxxxx
Chief Financial Officer
NOVA Corporation
(formerly NOVA Holdings, Inc.)
By /s/ Xxxxx X. Xxxxx
---------------------------------------
Xxxxx X. Xxxxx
Chief Financial Officer
(Signatures continue on following page)
3
Warburg, Xxxxxx Investors, L.P. By: Warburg,
Xxxxxx & Co., its General Partner
By /s/ Xx. Xxxxx Xxxxxxx
---------------------------------------
Xx. Xxxxx Xxxxxxx
Partner
Worldcom, Inc.
By /s/ Xxxxxxx X. Xxxxxxx
---------------------------------------
Xxxxxxx X. Xxxxxxx
Senior Vice President
4
THIRD AMENDMENT TO SHAREHOLDERS AGREEMENT
THIS THIRD AMENDMENT TO SHAREHOLDERS AGREEMENT (this "Third Amendment") is
made and entered into as of September 8, 1997, by and among First Union
Corporation, a North Carolina corporation, First Union National Bank, a national
banking association headquartered in Charlotte, North Carolina (formerly known
as First Union National Bank of North Carolina and successor by merger to First
National Bank of Florida, First Union National Bank of Georgia, First Union
National Bank of Maryland, First Union National Bank of South Carolina, First
Union National Bank of Virginia, First Union National Bank of Tennessee, First
Union National Bank of Washington, D.C., and First Union Bank of Connecticut),
First Union National Bank, a national banking association headquartered in
Avondale, Pennsylvania (formerly known as First Fidelity Bank, N.A.), NOVA
Information Systems, Inc., a Georgia corporation, and NOVA Corporation
(formerly, NOVA Holdings, Inc.), a Georgia corporation, as a supplement and an
amendment to the Shareholders Agreement (the "Shareholders Agreement") dated as
of January 31, 1996, by and among the aforesaid parties, which was previously
supplemented and amended by the First Amendment to Shareholders Agreement dated
as of August 15, 1997 the Second Amendment to Shareholders Agreement dated as of
August 22, 1997, by and among the aforesaid parties. Any capitalized, undefined
terms used herein will have the meanings ascribed to them in the Shareholders
Agreement.
W I T N E S S E T H :
WHEREAS, pursuant to the Shareholders Agreement, the Former NOVA
Shareholders agreed not to sell, assign, dispose of, transfer, pledge or
hypothecate any Holdings Securities, except as permitted by the Shareholders
Agreement; and
WHEREAS, Section 2.5 of the Shareholders Agreement requires that the
certificates representing such Holdings Securities must have a legend imprinted
on them which states that the Holdings Securities are subject to the terms and
conditions of the Shareholders Agreement, which provides for, among other
things, (i) the election of directors, (ii) a right of first refusal on the sale
of such Holdings Securities, and (iii) a limitation on resale of such Holdings
Securities; and
WHEREAS, pursuant to Section 3.1 of the Shareholders Agreement, the
provisions relating to the election of directors expired six months after the
initial Public Offering; and
WHEREAS, pursuant to Section 2.3(d) of the Shareholders Agreement, the
provisions relating to the right of first refusal on the sale of Holdings
Securities owned by Former NOVA Shareholder no longer apply following the
initial Public Offering; and
WHEREAS, the initial Public Offering referred to in the Shareholders
Agreement occurred on May 8, 1996; and
WHEREAS, pursuant to Section 2.4 of the Shareholders Agreement, the
provisions relating to the resale restrictions of such Holdings Securities will
apply for a period of at least 90 days but not to exceed 180 days after the date
of any future Public Offering; and
WHEREAS, to permit Xxxxx X. Xxxxx, Xxxx X. Xxxxxx and Xxxxxx Grzendzinski,
each a Former NOVA Shareholder, to remove the above-described legend from the
certificates representing their Holdings
Securities, the parties to this Third Amendment desire to make certain
modifications to the Shareholders Agreement as described below; and
WHEREAS, Section 4.1 of the Shareholders Agreement permits the amendment or
modification of the Shareholders Agreement by an instrument executed by the
Holdings Shareholders owning of record at least 90% of the then issued and
outstanding Holdings Voting Stock then held by Holdings Shareholders; provided
that such amendment or modification may not operate to the disproportionate
detriment of any Shareholder; and
WHEREAS, the parties to this Third Amendment own at least 90% of the
currently issued and outstanding Holdings Voting Stock currently held by
Holdings Shareholders.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants herein set forth, the parties to this Third Amendment agree as
follows:
1. Legend. The Shareholders Agreement is hereby amended and modified by
------
inserting at the end of Section 2.5 the following:
Notwithstanding anything in this Agreement to the contrary, this Section
2.5 shall not apply to certificates representing Holdings Securities which
are registered in the name of Xxxxx X. Xxxxxx, III, Xxxxx X. Xxxxx, Xxxxxx
X. Xxxxxx, Xxxx X. Xxxxxx, Xxxxxx Grzendzinski, Xxxxx X. Xxxx, Xxxxx X.
Xxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. Xxxxxx or Xxxxx Xxxxxx Xxxxxxxxx.
2. Transfer Documentation; Transfer Books. The Shareholders Agreement is
--------------------------------------
hereby amended and modified by inserting at the end of Section 2.7 the
following:
(c) Notwithstanding anything in this Agreement to the contrary, any
transferee, donee or subsequent purchaser of Holdings Securities previously
registered in the name of Xxxxx X. Xxxxxx, III, Xxxxx X. Xxxxx, Xxxxxx X.
Xxxxxx, Xxxx X. Xxxxxx, Xxxxxx Grzendzinski, Xxxxx X. Xxxx, Xxxxx X.
Xxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. Xxxxxx or Xxxxx Xxxxxx Xxxxxxxxx (each
an "Excluded Former NOVA Shareholder") shall not be bound by the terms and
conditions of this Agreement; provided that this Section 2.7(c) shall not
apply to any transferee, donee or subsequent purchaser who is (1) a member
of the immediate family of any Excluded Former NOVA Shareholder or (2)
controlled by (i) any Excluded Former NOVA Shareholder or (ii) an entity
controlled by any Excluded Former NOVA Shareholder.
3. Full Force and Effect. Other than as specifically amended and modified
---------------------
herein, the Shareholders Agreement is unaltered and remains in full force and
effect in accordance with its terms.
[Signatures Begin on Following Page]
2
IN WITNESS WHEREOF, the parties have caused this Third Amendment to be duly
executed as of the day and year first above written.
First Union Corporation
By /s/ Xxxxxx X. Xxxxxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxxxxx
------------------------------------
Title: Senior Vice President
-----------------------------------
First Union National Bank, headquartered in
Charlotte, North Carolina
By /s/ Xxxxxx X. Xxxxxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxxxxx
------------------------------------
Title: Senior Vice President
-----------------------------------
First Union National Bank, headquartered in
Avondale, Pennsylvania
By /s/ Xxxxxx X. Xxxxxxxx
------------------------------------------
Name: Xxxxxx X. Xxxxxxxx
------------------------------------
Title: Senior Vice President
-----------------------------------
NOVA Information Systems, Inc.
By /s/ Xxxxx X. Xxxxx
------------------------------------------
Xxxxx X. Xxxxx
Chief Financial Officer
NOVA Corporation
(formerly NOVA Holdings, Inc.)
By /s/ Xxxxx X. Xxxxx
------------------------------------------
Xxxxx X. Xxxxx
Chief Financial Officer
(Signatures continue on following page)
3
Warburg, Xxxxxx Investors, L.P.
By: Warburg, Xxxxxx & Co., its General Partner
By /s/ Xx. Xxxxx Xxxxxxx
------------------------------------------
Xx. Xxxxx Xxxxxxx
Partner
Worldcom, Inc.
By /s/ Xxxxxxx X. Xxxxxxx
------------------------------------------
Xxxxxxx X. Xxxxxxx
Senior Vice President
(Signatures continue on following page)
4
