Exhibit 1
AGREEMENT TO FILE JOINT
STATEMENT ON SCHEDULE 13D
AGREEMENT, this 7th day of July 1997, by and among Xxx X. Xxxxxxxx,
Xx., Xxxxxx X. Xxxxxx, Xxxxxx Xxxxxxxx, Xxx X. Xxxxxx, Xxxxxxx XxXxxx, UBS
Partners LLC and Fenway Partners, Inc. (collectively, the "Reporting Persons").
W I T N E S S E T H :
WHEREAS, the Reporting Persons may be deemed to have held beneficial
ownership of, in the aggregate, more than five percent of the shares of the
common stock, $.01 par value per share (the "Common Stock"), of Xpedite Systems,
Inc., as of the date hereof;
WHEREAS, the Common Stock has been registered by Xpedite Systems, Inc.
under Section 12(g) of the Securities Exchange Act of 1934, as amended (the
"Act");
WHEREAS, pursuant to Rule 13d-1 under the Act, when any person or group
acquires more than five percent of such a class of registered equity securities
it shall file with the Securities and Exchange Commission a statement on
Schedule 13D or 13G under certain circumstances;
WHEREAS, Rule 13d-1(f) under the Act provides that whenever two or more
persons are required to file a statement with respect to the same securities,
only one such statement need be filed, provided such persons agree in writing
that such statement is filed on behalf of each of them;
WHEREAS, certain of the Reporting Persons have previously executed and
delivered that certain Agreement to File Joint Statement on Schedule 13D dated
February 5, 1997 (the "Original Agreement") and hereby desire to amend and
restate in its entirety the Original Agreement;
NOW THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein, the parties hereby agree as follows:
Each of the Reporting Persons hereby agrees, in accordance with Rule
13d-1(f) under the Act, to file statements on Schedule 13D (the "Statements")
with respect to the Common Stock beneficially owned or deemed to be beneficially
owned by each of them pursuant to Section 13(d) of the Act and the rules
thereunder.
Each of the Reporting Persons hereby agrees that those Statements shall
be filed on behalf of each of them and that a copy of this Agreement shall be
filed as an Exhibit thereto in accordance with Rule 13d-(1)(f)(i) under the Act.
Each of Xxx X. Xxxxxxxx, Xx., Xxxxxx X. Xxxxxx, Xxxxxx Xxxxxxxx, Xxx X.
Xxxxxx and Xxxxxxx XxXxxx (i) hereby constitutes and appoints Xxx X. Xxxxxxxx
and Xxxxxx X. Xxxxxx their true and lawful attorney-in-fact and agent, for them
and in their name to sign the Statements and any amendment thereto granting to
such attorneys-in-fact and agents full power to do and perform each and every
act relating to this Statement and any amendment to this Statement, as fully and
to all intents and purposes as such persons might or could do in person, hereby
ratifying and confirming all that such attorneys-in-fact and agents may lawfully
do or cause to be done by virtue hereof and (ii) agrees that the Original
Agreement is hereby amended and restated in its entirety.
This Agreement and the filing of the Statements shall not be construed
to be an admission that any of the Reporting Persons is a member of a "group"
pursuant to Section 13(d) of the Act and the rules thereunder consisting of one
or more such persons, except for purposes of acquiring Common Stock as set forth
in the Statement to which this Agreement is an Exhibit.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
/s/ Xxx X. Xxxxxxxx
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Xxx X. Xxxxxxxx
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
/s/ Xxxxxx Xxxxxxxx
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Xxxxxx Xxxxxxxx
/s/ Xxx X. Xxxxxx
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Xxx X. Xxxxxx
/s/ Xxxxxxx XxXxxx
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Xxxxxxx XxXxxx
UBS PARTNERS LLC
/s/ Xxxxxx X. Xxxxxxxxx
By:-----------------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: President
/s/ Xxxxxxx Xxxxxx
By:-----------------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President/Treasurer
FENWAY PARTNERS, INC.
/s/ Xxxxxxx X. Xxxxxxxxx
By:-----------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Managing Director
