STOCKHOLDERS AGREEMENT
THIS STOCKHOLDERS AGREEMENT (the "AGREEMENT") dated June ___, 1998 is
entered into by and among ATC Communications Group, Inc., a Delaware
corporation (the "Company") and the stockholders of the Company identified
on the signature pages hereto ("Stockholders").
1. DEFINITIONS. The following terms shall have the following meanings
for the purposes of this Agreement:
(a) "COMMON STOCK" means the common stock, par value $0.01 per share,
of the Company.
(b) "THE COMPANY" means ATC Communications Group, Inc.
(c) "PERSON" means any individual, firm, corporation, partnership,
limited liability company, trust, joint venture, pension fund, governmental
authority, or other entity.
(d) "STOCKHOLDER" means any Person that is, as of the date of this
Agreement, or becomes, at any subsequent time, a party to this Agreement.
The Stockholders as of the date of this Agreement are listed on the signature
pages hereto.
(e) "XXXXXX" means Xxxxxx Equity Investors III, L.P.
(f) "IQI PARTIES" means Xxxxxx Equity Investors III, L.P., ITC Services
Company, Xxxxxx Xxxxx and The Xxxxxx Xxxxx 1995 Grantor Retained Annuity
Trust.
(g) "ATC PARTIES" means Xxxxxxx X. Xxxxxx, Xxxxxx X. Pounds and
Codinvest Limited.
(h) "IQI REPRESENTATIVE" means Xxxx Xxxxxxxxxx, or, in the event of his
death or legal incapacity or replacement as the IQI Representative, that
individual who is identified by written notice by the IQI Parties to the ATC
Parties as the IQI Representative.
(i) "ATC REPRESENTATIVE" means Xxxxxxx X. Xxxxxx, or, in the event of
his death or legal incapacity or replacement as the ATC Representative, that
individual who is identified by written notice by the ATC Parties to the IQI
Parties as the ATC Representative.
2. VOTING.
The Stockholders agree that until the second anniversary of this
Agreement or its earlier termination by the mutual agreement of the parties
hereto, the IQI Parties shall vote their shares
of Common Stock for the election of the nominees to the Board of Directors of
the Company identified by the ATC Representative, and the ATC Parties shall
vote their shares of Common Stock for the election of the nominees to the
Board of Directors of the Company identified by the IQI Representative.
3. MISCELLANEOUS.
(a) NOTICES. Except as otherwise expressly provided in this Agreement,
all notices, requests, and other communications to any party hereunder shall
be in writing (including a facsimile or similar writing) and shall be given
to such party at the address or facsimile number specified for such party on
the signature pages hereto or as such party shall hereafter specify for that
purpose by notice to the other parties. Each such notice, request, or other
communication shall be effective (i) if given by facsimile, at the time such
facsimile is transmitted and the appropriate confirmation is received (or, if
such time is not during a business day, at the beginning of the next such
business day), (ii) if given by mail, three business days (or, if to an
address outside the United States, seven calendar days) after such
communication is deposited in the mails with first-class postage prepaid,
addressed as aforesaid, or (iii) if given by any other means, when delivered
at the address specified pursuant to this Section 3(a).
(b) NO THIRD PARTY BENEFICIARIES. This Agreement is not intended to
confer any rights or remedies hereunder upon, and shall not be enforceable
by, any Person other than the parties hereto.
(c) WAIVER. No failure by any party to insist upon the strict
performance of any covenant, agreement, term, or condition of this Agreement
or to exercise any right or remedy consequent upon a breach of such or any
other covenant, agreement, term, or condition shall operate as a waiver of
such or any other covenant, agreement, term, or condition of this Agreement.
Any Person by notice given in accordance with Section 3(a) may, but shall not
be under any obligation to, waive any of its rights or conditions to its
obligations hereunder, or any duty, obligation, or covenant of any other
Person. No waiver shall affect or alter the remainder of this Agreement, but
each and every covenant, agreement, term, and condition hereof shall continue
in full force and effect with respect to any other then existing or
subsequent breach. The rights and remedies provided by this Agreement are
cumulative, and the exercise of any one right or remedy by any party shall
not preclude or waive its right to exercise any or all other rights or
remedies.
(d) INTEGRATION. This Agreement constitutes the entire agreement among
the parties to this Agreement pertaining to the subject matter of this
Agreement and supersedes all prior agreements and understandings of the
parties in connection with the subject matter of this Agreement, and no
covenant, representation, or condition not expressed in this Agreement shall
affect, or be effective to interpret, change, or restrict, the express
provisions of this Agreement.
(e) COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original and all of which,
taken together, shall constitute one and the same instrument, which may be
sufficiently evidenced by one counterpart.
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(f) SEVERABILITY. Each provision of this Agreement shall be considered
separable and if for any reason any provision or provisions hereof are
determined to be invalid and contrary to any existing of future law, such
invalidity shall not impair the operation of or affect those portions of this
Agreement that are valid.
(g) APPLICABLE LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware without giving effect to
the conflicts of law principles thereof.
(h) NON-ASSIGNABILITY. All of the rights and obligations of the
parties to this Agreement are intended to be exercisable and fulfilled by the
parties themselves, as presently constituted. None of those rights or
obligations may be assigned, assumed, or transferred without the written
informed consent of the counterparties.
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
as of the day and year first above written.
XXXXXX EQUITY INVESTORS III, L.P.
By:
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Title:
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Date:
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ITC Services Company
By:
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Title:
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Date:
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Xxxxxx Xxxxx
THE XXXXXX XXXXX 1995 Grantor Retained Annuity Trust
By:
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Title:
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Date:
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Codinvest Limited
By:
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Title:
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Date:
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Xxxxxxx X. Xxxxxx
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Xxxxxx X. Pounds
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