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EXHIBIT 10.3
XXXXXXX XXXXX AGREEMENT
EXECUTION COPY
VOICESTREAM STOCKHOLDERS AGREEMENT
This VoiceStream Stockholders Agreement (this "Agreement")
dated as of August 26, 2000 among Powertel, Inc., a Delaware corporation
("Powertel"), each of the stockholders of VoiceStream listed on the signature
page hereto (each, a "Stockholder"), and VoiceStream Wireless Corporation, a
Delaware corporation ("VoiceStream") solely for purposes of Section 6.
WHEREAS, simultaneously with the execution of this Agreement,
VoiceStream and Powertel are entering into an Agreement and Plan of Merger (the
"Powertel Merger Agreement"), dated as of the date hereof, providing, among
other things, for the merger of a subsidiary of VoiceStream with and into
Powertel (the "Merger");
WHEREAS, Powertel has agreed to enter into the Powertel Merger
Agreement only if the VoiceStream Principal Stockholders enter into a
VoiceStream Voting Agreement, including this Agreement;
WHEREAS, in the Powertel Merger Agreement VoiceStream has
agreed, subject to the conditions set forth therein, to acquire all of the
shares of Powertel Common Stock (as defined below);
NOW THEREFORE, in consideration of the foregoing and the
mutual premises, representations, warranties, covenants and agreements contained
herein and in the Merger Agreement, the parties hereto, intending to be legally
bound hereby, agree as follows:
1. Certain Definitions.
This Agreement is one of the VoiceStream Voting Agreements
referenced in the recitals to the Powertel Merger Agreement. For the purposes of
this Agreement, all capitalized terms used but not otherwise defined herein
shall have the respective meanings given to such terms in the Powertel Merger
Agreement.
For the purposes of this Agreement, the words "beneficially
owned" or "beneficial ownership" shall include, with respect to any securities,
the beneficial ownership by a Stockholder and by any direct or indirect
Subsidiary of a Stockholder; except that no broker or dealer or any Affiliate
thereof shall be deemed to beneficially own, or own of record, any securities
the beneficial ownership of which is acquired in the ordinary course of the
activities of a broker or dealer registered under Section 15 of the Exchange
Act, including, but not limited to, the acquisition of record or beneficial
ownership of such securities as a result of any market-making or underwriting
activities (including any securities acquired for the investment account of a
broker or dealer in connection with such underwriting activities), or the
exercise of investment or voting discretion authority over any of its customer
accounts, or the acquisition in good faith of such securities in connection with
the enforcement of payment of a debt previously contracted, or those owned by
customer managed accounts, mutual funds, exchange funds or similar investment
funds.
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"Transfer" means, with respect to any security, the sale,
transfer, pledge, hypothecation, encumbrance, assignment or other disposition of
such security or the record or beneficial ownership thereof, the offer to make
such a sale, transfer or other disposition, and each agreement, arrangement or
understanding, whether or not in writing, to effect any of the foregoing.
2. Representations; Warranties and Covenants of Each
Stockholder. Each Stockholder hereby represents and warrants, severally and not
jointly, to Powertel, solely with respect to itself, as follows:
(a) Title. As of the date hereof, such Stockholder is the
sole record or beneficial owner of the number of shares of VoiceStream Common
Stock or VoiceStream preferred stock, as the case may be, set forth opposite
such Stockholder's name on Exhibit A attached hereto (with respect to each
Stockholder, such Stockholder's "Existing Shares" and, together with record or
beneficial ownership of any shares of VoiceStream Common Stock or other voting
capital stock of VoiceStream acquired after the date hereof, whether upon the
exercise of warrants or options, conversion of VoiceStream preferred stock or
any convertible securities or otherwise, such Stockholder's "Shares"), and/or
the number of warrants, options or other rights to acquire or receive such
VoiceStream Common Stock or VoiceStream preferred stock, as the case may be, set
forth opposite such Stockholder's name on Exhibit A attached hereto (with
respect to each Stockholder, such Stockholder's "Existing Rights" and, together
with record or beneficial ownership of any warrants, options or other rights to
acquire or receive such shares of VoiceStream Common Stock or other voting
capital stock of VoiceStream acquired after the date hereof, such Stockholder's
"Rights"). Such Stockholder is the lawful owner of the Existing Shares and
Existing Rights, free and clear of all liens, claims, charges, security
interests or other encumbrances, except as disclosed on Exhibit A. As of the
date hereof, the Existing Shares constitute all of the capital stock of
VoiceStream owned of record or beneficially by such Stockholder (excluding the
Existing Rights) and such Stockholder does not own of record or beneficially, or
have the right to acquire (whether currently, upon lapse of time, following the
satisfaction of any conditions, upon the occurrence of any event or any
combination of the foregoing) any shares of VoiceStream Common Stock or
VoiceStream preferred stock or any other securities convertible into or
exchangeable or exercisable for shares of VoiceStream Common Stock, except
pursuant to the Existing Rights.
(b) Right to Vote. Except as disclosed on Exhibit A, such
Stockholder has, and (subject to the provisions of Section 3(a)) will have at
the VoiceStream Stockholders' Meeting, with respect to all of such Stockholder's
Shares listed on Exhibit A and acquired subsequent to the date hereof and prior
to the record date for the VoiceStream Stockholders' Meeting, sole voting power,
sole power of disposition or sole power to issue instructions with respect to
the matters set forth in Section 4 hereof and to fulfill its obligations under
such Section and shall not take any action or grant any person any proxy
(revocable or irrevocable) or power-of-attorney with respect to any Shares or
Rights inconsistent with his or its obligations as provided by Section 4 and
Section 5 hereof. Each Stockholder hereby revokes any and all proxies with
respect to such Stockholder's Existing Shares to the extent they are
inconsistent with the Stockholders' obligations under this Agreement.
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(c) Authority. Such Stockholder has full legal power,
authority, legal capacity and right to execute and deliver, and to perform its
or his obligations under, this Agreement. No proceedings or actions on the part
of such Stockholder other than those already taken are necessary to authorize
the execution, delivery or performance of this Agreement or the consummation of
the transactions contemplated hereby. This Agreement has been duly and validly
executed and delivered by such Stockholder and constitutes a valid and binding
agreement of such Stockholder enforceable against such Stockholder in accordance
with its terms, subject to (i) bankruptcy, insolvency, moratorium and other
similar laws now or hereafter in effect relating to or affecting creditors
rights generally and (ii) general principles of equity (regardless of whether
considered in a proceeding at law or in equity).
(d) Conflicting Instruments. Neither the execution and
delivery of this Agreement nor the performance by such Stockholder of its
agreements and obligations hereunder will result in any breach or violation of,
or be in conflict with or constitute a default under, any term of any agreement,
judgment, injunction, order, decree, federal law or regulation to which such
Stockholder is a party or by which such Stockholder (or any of its assets) is
bound.
(e) Powertel's Reliance. Such Stockholder understands and
acknowledges that Powertel is entering into the Powertel Merger Agreement in
reliance upon such Stockholder's execution, delivery and performance of this
Agreement.
3. Restriction on Transfer; Other Restrictions.
(a) From the date hereof until the later of January 1,
2001 and the date of the VoiceStream Stockholders' Meeting, each Stockholder
agrees not to Transfer any Shares or Rights owned of record or beneficially by
such Stockholder, except as otherwise permitted by this Section 3 or pursuant to
the Powertel Merger Agreement or the DT Merger Agreement, Transfers to any
Affiliate of the Stockholder who agrees in writing to be bound by the terms of
this Agreement or Transfers which occur by operation of law if the transferee
remains, or agrees in writing to remain, bound by the terms of this Agreement,
other than, in each case, with Powertel's prior written consent, provided,
however, that this Section 3(a) shall cease to be of any force or effect
immediately upon termination of the Powertel Merger Agreement.
(b) Each Stockholder agrees that if at any time during
the period beginning on the later of January 1, 2001 and the date of the
VoiceStream Stockholders' Meeting and continuing until the first to occur of (1)
the Effective Time and (2) the termination of the Powertel Merger Agreement, the
Stockholders propose to Transfer, or exercise or propose to exercise
registration rights with respect to, more than 25% of the Stockholders' Shares
(individually or in the aggregate with other Transfers made during such period),
such Stockholder will notify the Powertel stockholders listed on Exhibit B
attached hereto ("the "Powertel Stockholders") in writing at the addresses set
forth on Exhibit B at least three Business Days in advance of such proposed
Transfer or exercise of rights, whichever is first to occur, and shall waive any
right of such Stockholder to preclude or delay the filing of a registration
statement or a Transfer by the Powertel Stockholders with respect to Powertel
Stock up to the amounts permitted under Section 3.3 of such Powertel
Stockholders' Powertel Stockholders Agreements with VoiceStream (as such amounts
may be increased by the provisions of such Section 3.3).
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(c) Each Stockholder agrees that if at any time during
the period beginning on the Effective Time through and including the six (6)
month anniversary of the Effective Time, the Stockholders propose to Transfer,
or exercise or propose to exercise registration rights with respect to more than
such number of Shares that the Stockholders are permitted to Transfer under Rule
144 promulgated under the Securities Act, including the volume restriction
contained therein (individually or in the aggregate with other Transfers made
during such period), such Stockholder will notify the Powertel Stockholders in
writing at least three Business Days in advance of such proposed Transfer or
exercise of rights, whichever is first to occur, and, at the Stockholders'
option, either (i) allow each Powertel Stockholder to include a proportionate
percentage (i.e., a percentage equivalent to the ratio of the total number of
Shares offered for sale by the Stockholders to the total number of Shares
beneficially owned by the Stockholders) of the total number of shares of
VoiceStream Common Stock beneficially owned by such Powertel Stockholder in any
registration statement requested to be filed by the Stockholders or (ii) shall
waive any right that such Stockholder may have to preclude or delay the filing
of a registration statement by any of the Powertel Stockholders covering a
number of shares up to that permitted under Section 3.4 of such Powertel
Stockholders' Powertel Stockholders Agreements with VoiceStream (as such number
may be increased by the provisions of such Section 3.4).
4. Agreement to Vote. Each Stockholder hereby
irrevocably and unconditionally agrees to vote or to cause to be voted or
provide a consent with respect to, all Shares that he, she or it owns of record
or beneficially as of the record date for the VoiceStream Stockholders' Meeting
at the VoiceStream Stockholders' Meeting and at any other annual or special
meeting of stockholders of VoiceStream or action by written consent where such
matters arise in favor of the Powertel Merger Agreement and, if required, the
other transactions referenced in the Powertel Merger Agreement, and against the
liquidation or winding up of VoiceStream.
5. Delivery of Proxy. In furtherance of the agreements
contained in Section 4 hereof, each Stockholder hereby agrees (a) to complete
and send the proxy card received by such Stockholder with the Joint Proxy
Statement, so that such proxy card is received by VoiceStream, as prescribed by
the Joint Proxy Statement, not later than the fifth Business Day preceding the
day of the VoiceStream Stockholders Meeting, (b) to vote, by completing such
proxy card but not otherwise, all the Shares he, she or it owns of record or
beneficially as of the record date for the VoiceStream Stockholder' Meeting (i)
in favor of the Powertel Merger Agreement and, if required, the other
transactions referenced in the Powertel Merger Agreement and (ii) if the
opportunity to do so is presented to such Stockholder on the proxy card, against
the liquidation or winding up of VoiceStream and (c) not to revoke any such
proxy.
6. Amendment of Existing Voting Agreements. The
Stockholders and certain other stockholders of VoiceStream are parties to a
Voting Agreement dated February 25, 2000 (as amended May 4, 2000), and a certain
First Amended and Restated Voting Agreement dated July 23, 2000 which will take
effect in accordance with its terms (collectively the "Existing Voting
Agreements") pursuant to which they have agreed to vote all shares of
VoiceStream Common Stock and VoiceStream preferred stock beneficially owned by
each of them at the time of such vote in the election of directors in accordance
with the procedures and provisions set forth in such agreements. On or before
the Effective Time, provided that the Stockholders are still subject to the
Existing Voting Agreements, VoiceStream and the Stockholders agree to
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execute and deliver, and VoiceStream agrees that it will make commercially
reasonable efforts to cause the other parties to the Existing Voting Agreements
to execute and deliver, an amendment to the Existing Voting Agreements (the
"Amended Voting Agreement") on terms mutually satisfactory to VoiceStream, the
Stockholders, the Powertel Principal Stockholders (who will become parties to
the Amended Voting Agreement), and the other parties who are presently parties
to the Existing Voting Agreements, providing for: (i) the nomination of one
representative of the Powertel stockholders to the VoiceStream Board of
Directors who shall be initially designated by the Powertel Board of Directors
and who shall also be reasonably satisfactory to VoiceStream; (ii) the creation
of a vacancy on the VoiceStream Board of Directors (and the approval of any
Bylaw amendments or other actions required to do so); (iii) the appointment of
such nominee (and any successor nominee) to a newly created vacancy on the
VoiceStream Board of Directors; and (iv) an agreement to vote all shares of
VoiceStream Common Stock and other voting securities of VoiceStream (and all
securities received in exchange, replacement or substitution therefore, or as a
dividend or result of a stock split with respect thereto) owned of record or
beneficially by the Stockholders at the time of such vote for such nominee (and
any successor nominee) at the first two annual meetings after the Effective
Time. If VoiceStream and the Stockholders are unable to cause the execution of
an Amended Voting Agreement, they shall execute a separate voting agreement with
the Powertel Principal Stockholders and such other VoiceStream stockholders who
agree to enter into such separate voting agreement on terms and conditions
substantially similar to the Existing Voting Agreements making the same
additional provisions as set forth in the preceding sentence. Prior to the
Effective Time, the Powertel Board of Directors may make such provisions as it
deems appropriate for successor nominees each of which shall be reasonably
satisfactory to VoiceStream. After the Effective Time, any nominee or successor
nominee shall be selected by mutual agreement of ITC Holding Company, Inc., a
Delaware corporation ("ITCORP") and SCANA Communications Holdings, Inc., a
Delaware corporation ("SCORP") or, if no such agreement can be reached, by
whichever of ITCORP and SCORP beneficially owns the larger number of shares of
VoiceStream Common Stock and VoiceStream preferred stock (on an as-if-converted
basis).
7. Additional Shares and Additional Rights. If, after
the date hereof, a Stockholder acquires record or beneficial ownership of any
additional shares of capital stock of VoiceStream (any such shares, "Additional
Shares"), including, without limitation, upon exercise of any option, warrant or
right to acquire shares of capital stock of VoiceStream, through the conversion
of the VoiceStream preferred stock or through any stock dividend or stock split
(any such options, warrants or rights, "Additional Rights"), the provisions of
this Agreement applicable to the Shares shall be applicable to such Additional
Shares and Additional Rights from and after the date of acquisition thereof. The
provisions of the immediately preceding sentence shall be effective with respect
to Additional Shares without action by any Person immediately upon the
acquisition by any Stockholder of record or beneficial ownership of such
Additional Shares or Additional Rights.
8. Miscellaneous.
(a) Entire Agreement. This Agreement constitutes the
entire agreement among the parties with respect to the subject matter hereof.
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(b) Costs and Expenses. All costs and expenses incurred
in connection with this Agreement and the transactions contemplated hereby shall
be paid by the party incurring such expenses.
(c) Invalid Provisions. If any provision of this
Agreement shall be invalid or unenforceable under applicable law, such provision
shall be ineffective to the extent of such invalidity or unenforceability only,
without it affecting the remaining provisions of this Agreement.
(d) Execution in Counterparts. This Agreement may be
executed in counterparts transmitted and delivered by facsimile each of which
shall be an original with the same effect as if the signatures hereto and
thereto were upon the same instrument.
(e) Specific Performance. Each Stockholder agrees with
Powertel as to himself or itself that if for any reason such Stockholder fails
to perform any of his or its agreements or obligations under this Agreement,
irreparable harm or injury to Powertel would be caused as to which money damages
would not be an adequate remedy. Accordingly, each Stockholder agrees that, in
seeking to enforce this Agreement against such Stockholder, Powertel shall be
entitled, in addition to any other remedy available at law, equity or otherwise,
to specific performance and injunctive and other equitable relief. The
provisions of this Section 8(e) are without prejudice to any other rights or
remedies, whether at law or in equity, that Powertel may have against such
Stockholder for any failure to perform any of its agreements or obligations
under this Agreement.
(f) Amendments; Termination.
(i) This Agreement, including this Section 8(f),
may not be modified, amended, altered or supplemented, except upon the
execution and delivery of a written agreement executed by the parties
hereto.
(ii) The provisions of this Agreement (other than
Sections 3, 4 and 6) shall terminate upon the earliest to occur of (A)
the consummation of the Merger, (B) the date that is two (2) years
after the date hereof, and (C) the termination of the Merger Agreement.
The provisions of Sections 3(a), 3(b) and 4 of this Agreement shall
terminate when the applicable time periods set forth in Section 3
lapse, and the provisions of Section 3(c) shall terminate on the
earlier of the six (6) month anniversary of the Effective Time or upon
the termination of the Powertel Merger Agreement. The provisions of
Section 6 shall terminate upon earlier of the execution and delivery of
a new or amended voting agreement or the termination of the Powertel
Merger Agreement.
(g) Governing Law; Submission and Jurisdiction.
(i) This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without
giving effect to the principles of conflicts of laws thereof.
(ii) Each of the parties hereto irrevocably
agrees that any legal action or proceeding with respect to this
Agreement or for recognition and enforcement of any
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judgment in respect hereof brought by the other party hereto or its
successors or assigns shall be brought and determined only in the
United States District Court for the State of Delaware or, in the event
(but only in the event) that such court does not have subject matter
jurisdiction over such action or proceeding, in the courts of the State
of Delaware. Each of the parties hereto hereby irrevocable submits with
regard to any such action or proceeding for itself and in respect to
its property, generally and unconditionally, to the personal
jurisdiction of the aforesaid courts. Each of the parties hereto hereby
irrevocably waives, and agrees not to assert, by way of motion, as a
defense, counterclaim or otherwise, in any action or proceeding with
respect to this Agreement, (A) any claim that it is not personally
subject to the jurisdiction of the above-named courts for any reason
other than the failure to serve in accordance with this Section
8(g)(ii) or that it or its property is exempt or immune from
jurisdiction of any such court or from any legal process commenced in
such courts (whether through service of notice, attachment prior to
judgment, attachment in aid of execution of judgment, execution of
judgment or otherwise), and (B) to the fullest extent permitted by the
applicable law, that (x) the suit, action or proceeding in such court
is brought in an inconvenient forum, (y) the venue of such suit, action
or proceeding is improper and (z) this Agreement, or the subject matter
hereof, may not be enforced in or by such courts. Without limiting the
foregoing, each party agrees that service of process on such party as
provided in Section 8(i) shall be deemed effective service of process
on such party.
(h) Successors and Assigns. The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective legal successors (including, in the case of such
Stockholder or any other individual, any executors, administrators, estates,
legal representatives and heirs of such Stockholder or such individual) and
permitted assigns; provided that, except as otherwise provided in this
Agreement, no party may assign, delegate or otherwise transfer any of its rights
or obligations under this Agreement.
(i) Notices. All notices and other communications given
or made pursuant hereto shall be in writing and shall be deemed to have been
duly given or made as of the date of receipt and shall be delivered personally
or sent by overnight courier or sent by telecopy, to the Parties at the
following addresses or telecopy numbers (or at such other address or telecopy
number for a party as shall be specified by like notice):
(i) if to a Stockholder, at such Stockholder's
address appearing on Exhibit A hereto or at any other address that such
Stockholder may have provided in writing to Powertel and the other
Stockholders,
with a copy to:
Xxxxxxx Xxxxx & Xxxxx LLP
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxx, Esq.
Telecopy No: 000-000-0000
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And a copy to:
Xxxxxxxx, Xxxxxx & Xxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxx
Facsimile: 000-000-0000
(ii) if to Powertel:
Powertel, Inc.
0000 X.X. Xxxxxxx Xxxxx
Xxxx Xxxxx, XX 00000
Attention: Chairman of the Board
Facsimile: 000-000-0000
with a copy to:
Xxxxxx Xxxxxxx & Xxxxxx, L.L.P.
1600 Atlanta Financial Center
0000 Xxxxxxxxx Xxxx, XX
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxx Xxxxxx IV
Facsimile: 000-000-0000
(j) Third Party Beneficiaries. This Agreement is entered
into solely for the benefit of the parties hereto and no person other than such
parties, and their respective successors and permitted assigns to the extent
expressly provided herein, may exercise any right or enforce any obligation
hereunder; provided, however, that the Powertel Stockholders shall be deemed to
be third party beneficiaries of this Agreement solely with respect to the
notification provisions contained in Sections 3(b) and 3(c) hereof.
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STOCKHOLDERS SIGNATURE PAGE - XXXXXXX XXXXX
IN WITNESS WHEREOF, the parties hereto have executed this
VoiceStream Stockholders Agreement as of this 26th day of August, 2000.
VOICESTREAM WIRELESS CORPORATION
By: /s/ Xxxxx Xxxxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Executive Vice
President -- Finance,
Strategy and
Development
POWERTEL, INC.
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
Title: President and Chief
Executive Officer
GS CAPITAL PARTNERS, L.P.
By: GS Advisors,
L.L.C., its general partner
By: /s/ Xxxxxxxxx X. Xxxxxxxxxx
--------------------------------
Name: Xxxxxxxxx X. Xxxxxxxxxx
Title: Vice President
THE XXXXXXX SACHS GROUP, INC.
By: /s/ Xxxxxxx X. X'Xxxxx
--------------------------------
Name: Xxxxxxx X. X'Xxxxx
Title: Attorney-in-Fact
BRIDGE STREET FUND 1992, L.P.
By: Stone Street 1992, LLC, its
general partner
By: /s/ Xxxxxxxxx X. Xxxxxxxxxx
--------------------------------
Name: Xxxxxxxxx X. Xxxxxxxxxx
Title: Vice President
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XXXXX XXXXXX XXXX 0000, L.P.
By: Stone Street 1992,
L.L.C., its general
partner
By: /s/ Xxxxxxxxx X. Xxxxxxxxxx
--------------------------------
Name: Xxxxxxxxx X. Xxxxxxxxxx
Title: Vice President
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EXHIBIT A
Number and Description of
Stockholder Name and Address Number of Existing Shares Existing Rights
---------------------------- ------------------------- -------------------------
GS Capital Partners, L.P. 8,986,738
c/o Goldman, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X'Xxxxx
Fax: 000-000-0000
The Xxxxxxx Xxxxx Group, Inc. 68,821
c/o Goldman, Sachs & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X'Xxxxx
Fax: 000-000-0000
Xxxxxx Xxxxxx Xxxx 0000, X.X. 273,069
c/o Goldman, Sachs & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X'Xxxxx
Fax: 000-000-0000
Stone Street Fund 1992, L.P. 470,401
c/o Goldman, Xxxxx & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X'Xxxxx
Fax: 000-000-0000
9,799,029
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The Shares listed above are subject to a Stockholders Agreement executed among
the Stockholders and Deutsche Telekom AG, dated as of July 23, 2000.
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EXHIBIT B
POWERTEL STOCKHOLDERS
ITC Holding Corporation, Inc. 000 Xxxx Xxx Xxxxxx
ITC Service Company Xxxxx, XX 00000-0000
ITC Wireless, Inc.
0000 00xx Xxxxxx ABOVE XXXXXXX XXX XXX XXXXXXXXX
Xxxxxx, XX 00000 STOCKHOLDERS:
Xxxxxx X. Xxxxxx
Sonera Holding, B.V. The Xxxxxx Partnership, L.P., Xxxxxx X.
c/o Sonera Corporation Xxxxxx, General Partner
X.X. Xxx 000
FIN-00051-SONERA The Xxxxxx Partnership (QP), L.P., Xxxxxx X.
Xxxxxxxxxxxxxx 00, Xxxxxxxx Xxxxxx, General Partner
Attn: Kaj-Xxxx Xxxxxxxx,
Deputy Chief Executive Officer
Facsimile: 011 358 2040 3770
Sonera Corporation South Atlantic Venture Fund II, L.P., South
P.O. Box 106 Atlantic Venture Partners II, L.P., general
FIN-00051-SONERA partner, of which Xx. Xxxxxx is managing
Xxxxxxxxxxxxxx 00, Xxxxxxxx general partner
Attn: Kaj-Xxxx Xxxxxxxx,
Deputy Chief Executive Officer South Atlantic Venture Fund III, L.P.; South
Facsimile: 011 358 2040 3770 Atlantic Partners III, L.P., sole general partner,
of which Xx. Xxxxxx is chairman
South Atlantic Private Equity Fund IV, L.P.;
SCANA Communications Holdings, Inc. South Atlantic Private Equity Partners IV, sole
Delaware Avenue, Suite 510 general partner, of which Xx. Xxxxxx is
Xxxxxxxxxx, XX 00000-0000 chairman
American Water Works Company South Atlantic Private Equity Fund IV (QP)
South PO Box 1770 L.P.; Atlantic Private Equity Partners
Xxxxxxxx, XX 00000 IV, Inc., sole general partner, of which Xx.
Xxxxxx is chairman
