RECITALS:Escrow Agreement • May 15th, 1998 • Atc Communications Group Inc • Services-business services, nec • New York
FIRST AMENDMENT TO PLEDGE AGREEMENTPledge Agreement • May 15th, 1998 • Atc Communications Group Inc • Services-business services, nec • Texas
W I T N E S S E T H:Stock Pledge Agreement • May 15th, 1998 • Atc Communications Group Inc • Services-business services, nec • Texas
CONFORMED COPY THE INDEBTEDNESS EVIDENCED BY THIS INSTRUMENT IS SUBORDINATED TO THE PRIOR PAYMENT IN FULL OF THE SENIOR OBLIGATIONS AS SUCH TERM IS DEFINED IN THE SUBORDINATION AND INTERCREDITOR AGREEMENT DATED AS OF MAY 4, 1998 BY AND BETWEEN BANK...Security Agreement • May 15th, 1998 • Atc Communications Group Inc • Services-business services, nec • Texas
CONFORMED COPY -------------- THE INDEBTEDNESS EVIDENCED BY THIS INSTRUMENT IS SUBORDINATED TO THE PRIOR PAYMENT IN FULL OF THE SENIOR OBLIGATIONS AS SUCH TERM IS DEFINED IN THE SUBORDINATION AND INTERCREDITOR AGREEMENT DATED AS OF MAY 4, 1998 BY AND...Conformed Copy • May 15th, 1998 • Atc Communications Group Inc • Services-business services, nec • Texas
RECITALSRegistration Rights Agreement • May 15th, 1998 • Atc Communications Group Inc • Services-business services, nec • Delaware
IRREVOCABLE PROXY AGREEMENT Each undersigned stockholder of IQI, Inc., a New York corporation (the "COMPANY"), hereby irrevocably appoints Michael G. Santry and Matthew Waller, and each of them, or any other designee of ATC Communications Group, Inc.,...Irrevocable Proxy Agreement • May 15th, 1998 • Atc Communications Group Inc • Services-business services, nec • New York
AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this "AGREEMENT") is entered into as of April 7, 1998 by and among IQI, Inc., a New York corporation (the "COMPANY"), ATC Communications Group, Inc., a Delaware corporation ("BUYER"), and...Agreement and Plan of Merger • May 15th, 1998 • Atc Communications Group Inc • Services-business services, nec • New York
STOCKHOLDERS AGREEMENTStockholders Agreement • May 15th, 1998 • Atc Communications Group Inc • Services-business services, nec • Delaware
SUBORDINATION AND INTERCREDITOR AGREEMENT BETWEEN THAYER EQUITY INVESTORS III, L.P. AND BANK ONE, TEXAS, N.A.Subordination and Intercreditor Agreement • May 15th, 1998 • Atc Communications Group Inc • Services-business services, nec • Texas
R E C I T A L S:Reimbursement and Indemnification Agreement • May 15th, 1998 • Atc Communications Group Inc • Services-business services, nec
PROMISSORY NOTEAtc Communications Group Inc • May 15th, 1998 • Services-business services, nec • Texas
RECITALSSecurities Purchase and Registration Rights Agreement • May 15th, 1998 • Atc Communications Group Inc • Services-business services, nec • Delaware
