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EXHIBIT 10.16
SHAREHOLDERS AGREEMENT
DATED JULY 23, 1997
AMONG
UIH NEW ZEALAND HOLDINGS, INC.,
SASKTEL HOLDING (NEW ZEALAND), INC.
AND
SATURN COMMUNICATIONS LIMITED
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TABLE OF CONTENTS
Page
Article 1 GENERAL........................................................... 1
1.1 Business.......................................................... 1
1.2 Term.............................................................. 2
Article 2 DEFINITIONS....................................................... 2
Article 3 PURCHASE OF SHARES AND FINANCING.................................. 3
3.1 Initial Sharing Ratios............................................ 3
3.2 Additional Purchases and Financing for Wellington System. 3
3.3 Default; Remedies................................................. 5
3.4 Financing of Expansion Systems.................................... 5
3.5 Borrowing......................................................... 6
3.6 No Additional Share Purchases..................................... 7
3.7 Share Issuance.................................................... 7
Article 4 MANAGEMENT........................................................ 7
4.1 Management........................................................ 7
4.2 Board of Directors................................................ 7
4.3 Certain Matters to be Voted Upon by the Board..................... 8
4.4 Certain Matters to be Voted Upon by Shareholders.................. 10
4.5 Financial Statements.............................................. 11
4.6 Dividend Policy................................................... 11
Article 5 TRANSFER OF SHARES; RIGHT OF FIRST REFUSAL........................ 12
5.1 Transfers......................................................... 12
5.2 Right of First Offer.............................................. 12
5.3 Transfers to Affiliates and Third Parties......................... 13
5.4 Recognition of Transfers.......................................... 13
5.5 Liquidity......................................................... 13
5.6 Tag-Along Rights.................................................. 14
5.7 Change of Control of Shareholder.................................. 14
Article 6 BANKRUPTCY OR DISSOLUTION OF A SHAREHOLDER........................ 15
6.1 Bankruptcy or Dissolution of a Shareholder........................ 15
6.2 Purchase Price.................................................... 15
Article 7 NON-COMPETITION................................................... 16
7.1 Non-Competition................................................... 16
7.2 Development Opportunities......................................... 16
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Article 8 TERMINATION...................................................... 16
8.1 Termination...................................................... 16
8.2 Liquidation...................................................... 16
Article 9 NOTICES.......................................................... 17
Article 10 CONFIDENTIALITY.................................................. 17
Article 11 ARBITRATION...................................................... 18
Article 12 GENERAL PROVISIONS............................................... 18
12.1 Representations and Warranties................................... 18
12.2 Covenant of Shareholders......................................... 18
12.3 Entire Agreement................................................. 18
12.4 Conflict with Constitution....................................... 18
12.5 Amendment........................................................ 19
12.6 Severability..................................................... 19
12.7 Specific Performance............................................. 19
12.8 Governing Law.................................................... 19
12.9 Assignment....................................................... 19
12.10 Survival......................................................... 19
Exhibits
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A Technical Assistance Agreements
B Long Range Plan [To be added]
C Material Contracts
ii
SHAREHOLDERS AGREEMENT
This Shareholders Agreement (the "Agreement") is entered into, as of July
23, 1997, by and among UIH New Zealand Holdings, Inc., a Colorado corporation
("UIH"), SaskTel Holding (New Zealand), Inc., a Saskatchewan corporation
("SaskTel"), and Saturn Communications Limited, a company incorporated under the
New Zealand Companies Act 1993 (the "Company").
RECITALS
A. The Company operates and is completing the construction of a multi-
channel television/telephony system to serve approximately 135,000 homes in the
greater Wellington area (the "Wellington System"). The Company plans to operate
Core Businesses (as defined below) in other markets in New Zealand outside its
current operating area (collectively, the "Expansion Systems").
B. UIH is a wholly owned subsidiary of UIH Australia/Pacific, Inc. which,
in turn, is a wholly owned subsidiary of UIH Asia/Pacific Communications, Inc.
C. SaskTel is a wholly owned subsidiary of Saskatchewan
Telecommunications Holding Corporation, a Saskatchewan Crown Corporation
incorporated pursuant to The Saskatchewan Telecommunications Holding Corporation
Act.
D. UIH and SaskTel (collectively, the "Shareholders" and individually,
the "Shareholder") are, as of the date hereof, the only shareholders in the
Company.
E. The Shareholders desire to enter into this Agreement to establish
certain rights and obligations among themselves.
AGREEMENT
In consideration of the mutual promises contained herein, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
ARTICLE 1
GENERAL
1.1 Business. The business of the Company (the "Company Businesses")
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shall be the construction and operation of wireline and wireless networks for
the provision of multi-channel television, telephony and data services in New
Zealand (the "Core Businesses"), and may also include programming and other
businesses related to the Core Businesses.
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1.2 Term. The Agreement shall be effective as of the date first above
----
written and shall continue until terminated in accordance with the provisions of
Article 8 herein.
ARTICLE 2
DEFINITIONS
Affiliate of a person shall mean any entity (including, without limitation,
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any person, partnership, corporation, limited liability company or other
entity), which, directly or indirectly through one or more intermediaries,
Controls, is Controlled by, or is under common Control with the person. For
purposes of this Agreement, the only Affiliates of SaskTel shall be (a)
Saskatchewan Telecommunications Holding Corporation ("STHC"), (b) any entity
controlled by STHC, or (c) any entity controlled by Crown Investment Corporation
of Saskatchewan that is engaged in a telecommunications business.
Board shall mean the Board of Directors of the Company.
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Control means effective management control of the person, including,
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without limitation, control through the power to elect a sufficient number of
directors or to appoint a sufficient number of senior managers to obtain
control, or similar powers. A person shall be rebuttably presumed to control
another person or entity if it owns 50% or more of the beneficial interest or
the voting power of the appropriate entity or has the right to appoint 50% or
more of the board of directors (or similar body of such entity) or the directors
carrying more than 50% of the votes of such board.
Controlled Affiliate shall mean with respect to any person, an Affiliate
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"Controlled" by such person.
Project Finance shall mean bank indebtedness, indebtedness borrowed from
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sources other than the Shareholders or proceeds from the sale of capital stock
of any Controlled Affiliate of the Company (other than sales of such capital
stock to the Company or the Shareholders) incurred or sold for the purpose of
financing the construction, operating losses and working capital for any Company
Business developed or acquired by the Company or its Controlled Affiliates.
Relative Sharing Ratio shall mean, with respect to each Shareholder that
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participates in a given transaction, the ratio of said Shareholder's Sharing
Ratio divided by the total sum of the Sharing Ratios of all Shareholders
participating in the transaction.
Sharing Ratio of each Shareholder shall at any time be the sum of the votes
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associated with each share of capital stock of the Company held by such
Shareholder plus the votes associated with each share of capital stock of the
Company that would be issued upon conversion of any convertible debt held by
such Shareholder, divided by the sum of (x) the total votes associated with all
outstanding shares of capital stock of the Company, plus (y) the total votes
associated with all shares
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of capital stock of the Company that would be issued upon conversion of all
outstanding convertible debt held by the Shareholders.
ARTICLE 3
PURCHASE OF SHARES AND FINANCING
3.1 Initial Sharing Ratios. As of the date hereof, the Company has issued
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and outstanding a total of 1,000,000 ordinary shares which are owned by the
Shareholders as follows:
Initial
Number of Sharing
Shareholder Shares Ratio
----------- --------- -------
UIH 650,000 65%
SaskTel 350,000 35%
--------- ---
Total 1,000,000 100%
3.2 Required Additional Purchases and Financing for Wellington System.
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3.2.1 As set forth in the initial budget of the Company (the
"Initial Budget"), to be completed pursuant to the terms of the Subscription and
Investment Agreement dated as of July 21, 1997, among the parties, as may be
amended from time to time, it is the Shareholders' intention that the funds
necessary to complete construction of the Wellington System, beyond the funds
initially invested by SaskTel in the Company (including those additional funds
invested by SaskTel and UIH pursuant to this Section 3.2.1), will be provided by
Project Financing. Within 15 days of receipt of notice from the Board, UIH shall
invest up to NZ$5,000,000 in the Company and SaskTel shall invest up to
NZ$2,692,308 in the Company (collectively, the "Additional Shareholder
Investment"), each in proportion to their respective Initial Sharing Ratios, and
the Company shall issue to each Shareholder in consideration for such Additional
Shareholder Investment, the number of shares of capital stock of the Company
equal to the amount invested divided by the price per share at which SaskTel
acquired its initial interest in the Company (NZ$85.56).
3.2.2 Following the Additional Shareholder Investment, if the
Board in good faith determines that Project Financing is insufficient or
unavailable, the Board may, by notice to the Shareholders, request that the
Shareholders purchase additional shares of common stock to be issued by the
Company (the "New Shares"), in accordance with the funding methodology approved
by the Board in the Initial Budget for completion of construction of the
Wellington System if Project Financing is unavailable; provided that the Board
shall issue capital calls for payment of all unpaid amounts due to the Company
on outstanding shares prior to issuing any capital call in which the
Shareholders are requested to purchase New Shares. Any Board notice requiring
funding in excess of that contemplated in the Initial Budget shall require the
express approval of a director nominated by each Shareholder pursuant to Section
4.3(f). The allocable portion of any additional equity
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funding required to be contributed by the Shareholders pursuant to this Section
3.2.2 shall be made in accordance with the Shareholders' Sharing Ratios at the
time of such funding request. The Board's notice shall set out the proposed
total number of New Shares to be issued and purchased, together with the
proposed purchase price per share, noting the amount of the additional equity
funding required for the proposed number of shares to be purchased by each
Shareholder. Within 15 days after the receipt of such notice, each Shareholder
that wishes to subscribe for and purchase its allocated shares of such New
Shares shall execute and deliver to the Company, with a copy delivered to the
other Shareholder, a subscription agreement by which such Shareholder obligates
itself to purchase all or a portion of its allocated share of such New Shares at
the price per share set forth in the Board's notice (the "Subscription
Obligation"). Each Shareholder who executes a Subscription Obligation shall be
obligated to purchase the number of shares stated therein on or before the later
of (i) 15 days after the receipt by the Company of such Shareholder's
Subscription Obligation or (ii) the purchase date for such shares set forth in
the Shareholder's Subscription Obligation (the "Subscription Obligation Funding
Date").
3.2.3 Any Shareholder that executes a Subscription Obligation may
in such Subscription Obligation undertake also to purchase, at the price per
share determined pursuant to Section 3.2.4, the whole or part of the portion of
the New Shares purchasable by the other Shareholder not delivering a
Subscription Obligation. If the purchase price is determined pursuant to
Section 3.2.4(b) and is higher than the purchase price set forth in the Board's
notice delivered pursuant to Section 3.2.2, the Shareholder making such
undertaking shall have the right to cancel such undertaking, by written notice
to the Company, within three days of receipt of the Company's notice of the
purchase price determined pursuant to Section 3.2.4(b).
3.2.4 The price per share shall be as follows:
(a) If all of the Shareholders subscribe for and purchase
their allocated shares of the New Shares, then the price per share shall be as
set forth in the Board's notice.
(b) If either of the Shareholders fails to subscribe for
and purchase any portion of its allocated share of the New Shares in accordance
with the funding methodology approved by the Board, then the price per share
shall be determined by the fair market value of the Company's shares as agreed
upon by the Shareholders. If the Shareholders are unable to agree upon the fair
market value of the Company's shares within 30 days of the Board's notice (the
"Appraisal Commencement Date"), the fair market value shall be determined by an
appraisal pursuant to the procedures set forth in this Section 3.2.4(b). The
Shareholders shall attempt to agree upon a qualified appraiser of international
reputation with experience in the multi-channel television/telephony industry (a
"Qualified Appraiser") to perform the appraisal in accordance with the
provisions of this Section 3.2.4(b). If the Shareholders are unable to mutually
agree upon the Qualified Appraiser on or prior to the 10th day following the
Appraisal Commencement Date, each Shareholder shall appoint one Qualified
Appraiser, which appointment shall be made on or prior to the 15th day following
the Appraisal Commencement Date, and shall notify the other Shareholder of such
appointment. If a Shareholder fails to make such appointment on or before the
15th day following the Appraisal Commencement Date, the appraisal shall be made
by the single Qualified
4
Appraiser appointed by the other Shareholder. The fair market value of the
Company's shares shall be determined by the Qualified Appraisers and, if two
such Qualified Appraisers are appointed and the respective appraisals are within
10% of each other, for the purposes of this Section 3.2.4(b), the fair market
value of the shares shall be the average of the two appraisals. If the
appraisals are not within 10% of each other, the two appraisers shall select a
third Qualified Appraiser who shall calculate the value of the shares
independently, and the fair market value of the shares shall be the average of
the two values arrived at by the Qualified Appraisers that are closest to each
other in amount. In determining the fair market value of the shares, no discount
or premium shall be applied with respect to whether the interest being valued
represents a minority or a majority of the total shares outstanding. The Company
hereby agrees to make available to the Qualified Appraisers all of the books and
records of the Company and such other information as the Qualified Appraisers
shall reasonable request in order to ascertain the fair market value of the
shares.
3.2.5 The Shareholders agree that they will cause the Constitution
of the Company to be amended to authorize the issuance of additional shares of
preferred or common stock, all as required to implement the purpose of this
Section 3.2 and to carry out the approved funding methodology for the specific
investment adopted by the Board. In no event shall a Shareholder take any
action unreasonably to block a capital call on the Shareholders as described
above.
3.3 Default; Remedies. If any Shareholder does not execute a Subscription
-----------------
Obligation or if any Shareholder that has executed a Subscription Obligation
fails to purchase on or before the Subscription Obligation Funding Date any of
its subscribed for New Shares in accordance with the funding methodology
approved by the Board, the Other Shareholder may, but shall not be required to,
purchase any such unsold New Shares at a price equal to 90% of the price
determined pursuant to Section 3.2.4(b) on or before the 15th day following (i)
the Subscription Obligation Funding Date, or (ii) if the purchase price is
determined pursuant to Section 3.2.4(b) following the Subscription Obligation
Funding Date, receipt of notice of the purchase price determined pursuant to
Section 3.2.4(b).
3.4 Financing of Expansion Systems.
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3.4.1 The parties intend that the Company will continue to pursue
the development of the Expansion Systems. If the Company pursues development of
a specific Expansion System, the parties will use their best efforts to secure
Project Financing for the specific Expansion System.
3.4.2 If (i) the Board in good faith determines that the
anticipated Project Financing for any specific Expansion System is insufficient
to fully fund the estimated cost of the development of such Expansion System, or
(ii) the directors appointed by SaskTel pursuant to Section 4.1.2 do not vote to
approve the development of such Expansion System, then the Company, by the
unanimous approval of the directors appointed by UIH pursuant to Section 4.1.2
("Expansion System Approval"), may continue to pursue the development of such
Expansion System and fund such development by the issuance of New Shares
pursuant to the procedures specified in Section 3.2. If the Company chooses to
continue to pursue the development of such Expansion System, SaskTel shall have
the right to make the election specified in Section 3.4.3.
5
3.4.3 Upon the occurrence of the events specified in Section
3.4.2, and if SaskTel does not purchase New Shares for the funding of such
Expansion System, SaskTel shall have the right to require the Company to, and,
upon receipt of written notice of SaskTel's exercise of such right, the Company
shall form a subsidiary ("Newco") and contribute all of its interest in the
Wellington System and associated assets (including the right to use the name
"Saturn" and associated
0
xxxxxxxxxx xx xxx Xxxxxxxxxx xxxx) and direct employees of the Wellington System
to Newco promptly, efficiently and in a manner to cause no disruption to the
Wellington System, and shall pay Newco an amount equal to Saturn's cost with
respect to the assets and development costs retained by Saturn for systems other
than the Wellington System. The Company and Newco shall negotiate in good faith
and with no disruption of the daily operations of the Wellington System a
Technical Assistance Agreement pursuant to which the Company shall be engaged to
provide management and support services (including administration, finance,
accounting, legal, human resources, subscriber management, marketing and similar
services) for the day-to-day operations of Newco and the Wellington System
consistent with such services provided to the Wellington System as a part of the
Company. Nothing in such Technical Assistance Agreement shall take away those
duties, powers of responsibilities of the Board of Directors of Newco set forth
in Sections 4.2 and 4.3 hereof. Pursuant to Section 4.3(o) hereof, approval of
such Technical Assistance Agreement shall require approval of a director
nominated by each Shareholder. If the parties are unable to agree on terms of
such Technical Assistance Agreement, either party may refer any dispute with
respect to such Technical Assistance Agreement pursuant to Article 11. The
Company shall be compensated for its services under such agreement in an amount
to be agreed upon in good faith by the Shareholders consistent with amounts then
paid by the Company for similar management services. Immediately upon such
contribution, SaskTel shall then exchange all of its interest in the Company for
an equity percentage interest in Newco equal to SaskTel's Sharing Ratio in the
Company. The Company and SaskTel shall execute a Shareholders Agreement with
respect to Newco that provides SaskTel with the similar rights granted to
SaskTel pursuant to this Agreement. The right granted to SaskTel pursuant to
this Section 3.4.3 shall terminate with respect to any specific Expansion
System, if SaskTel does not deliver to the Company and UIH written notice of its
election to exercise the right granted pursuant to this Section 3.4.3 within 90
days of the date of the Expansion System approval. SaskTel hereby acknowledges
that if it does not subscribe for the New Shares pursuant to Section 3.4.2 or
exercise its election pursuant to this Section 3.4.3, its interest in the
Company will be diluted as contemplated by Section 3.2.
3.5 Borrowing. The parties intend that Project Financing required to fund
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the Company's business shall be obtained by outside borrowing, and, to the
extent that outside loans at reasonable rates are not obtainable without
Shareholders' aid, by additional equity contributions. It is the intention of
the parties that if the Shareholders agree to give guarantees in order to enable
the Company to obtain outside loans approved by the Board, then said guarantees
shall be given, or otherwise arranged by the Shareholder pro rata to each
Shareholder's Sharing Ratio, and such guarantees shall be on terms and
conditions acceptable to the respective Shareholder. The parties recognize and
agree that if guarantees cannot be given by the Shareholders pro rata, then one
or more Shareholders may, from time to time, extend loans or guarantees to or on
behalf of the Company to which equity rights in the Company may be attached, as
may be agreed upon by all parties. Notwithstanding the above, neither
Shareholder shall be under any obligation to make any such guarantees or loans.
3.6 No Additional Share Purchases. Except as required in this Article 3,
-----------------------------
no Shareholder shall be required to purchase additional shares of the Company or
to advance any money, property or credit to the Company.
7
3.07 Share Issuance. All shares issued to UIH shall be Group A Shares and
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all shares issued to SaskTel shall be Group B Shares, in each case as defined in
the Company's Constitution.
ARTICLE 4
MANAGEMENT
4.1 Management.
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4.1.1 The management of the Company shall be entrusted with day-
to-day business operations of the Company in accordance with the authority
granted to management by the Company's Constitution and within the authority
delegated to management by the Board; provided that the Board may not authorize
management to take any action not specified in the Annual Budget or Long-Range
Plan approved by the Board.
4.1.2 The parties hereby acknowledge that the Company and each of
UIH and SaskTel are parties to Technical Assistance Agreements, pursuant to
which each of UIH and SaskTel perform certain services on behalf of the Company.
Such Technical Assistance Agreements also address the seconding and appointment
of various executive officers of the Company by the Shareholders as well as
compensation for such services. Pursuant to the Technical Assistance Agreement
with SaskTel, SaskTel shall have the right to designate the following employees
of the Company: Chief Technology Officer, Controller and Switch Manager. So
long as each Shareholder has a Sharing Ratio of 20% or greater, all fees (but
not reimbursed costs) paid under such Technical Assistance Agreements with
respect for periods after the date hereof, shall be shared between the
Shareholders on an equal (50%/50%) basis. Copies of the Technical Assistance
Agreements are attached hereto as Exhibit A.
4.2 Board of Directors.
------------------
4.2.1 The Board shall have sole responsibility and authority for
the conduct of the business of the Company, and, subject to the provisions of
Sections 4.3 and 4.4 and any restrictions imposed by law, shall have all power
and authority necessary or desirable to carry out its decisions and actions.
4.2.2 The Board shall consist of at least five and not more than
six directors. During the term of this Agreement, the members of the Board shall
be appointed by the Shareholders such that any Shareholder owning any whole
integer multiple of 15% of the total shares issued and outstanding shall have
the right to appoint one director for each whole integer multiple of 15% owned.
Appointments and removals of directors and alternate directors shall be made by
notice to the Company and the other Shareholder. The Board shall meet at least
once per calendar quarter, and may meet at such other times as is necessary or
appropriate, in each case provided that a quorum is present and otherwise in
accordance with the Company's Constitution. The chairman shall be named from
among the members of the Board and shall be named by a majority vote of the
members
8
of the Board. The chairman shall not have any special rights or voting
power, but shall have only such authority as is expressly provided in the
Company's Constitution. Each Director shall serve at the pleasure of the
appointing Shareholder, and any Director appointed by a Shareholder may be
removed by that Shareholder at any time, and a replacement Director may be
appointed by such Shareholder.
4.2.3 The Board shall appoint an Executive Committee (the
"Executive Committee") consisting of one or more representatives (which may or
may not be directors) of each of UIH and SaskTel and including the Chief
Executive Officer of the Company. Subject to restrictions imposed by New
Zealand law, the Executive Committee shall have the full power of the Board to
take any action other than with respect to those matters specified in Section
4.3. Any matters not approved by the unanimous approval of all of the members
of the Executive Committee shall be referred to the Board for its vote. The
Executive Committee shall meet at least once per month, and may meet such other
times as is necessary or appropriate, in each case provided that a quorum is
present and otherwise in accordance with the Company's Constitution.
4.2.4 The Executive Committee and the Board may conduct meetings
via telephone or similar equipment by which all persons participating in the
meeting can hear each other at the same time.
4.2.5 A quorum of the Board must include a majority of the
directors, who may participate in the Board meeting either in person, by
representation by alternate directors or by means of a telephone or similar
equipment by which all persons participating in the meeting can hear each other
at the same time. In addition, for such time as each Shareholder has a Sharing
Ratio of 20% or greater, a quorum must include at least one board member
appointed by each Shareholder.
4.2.6 The voting power or number of votes of a director shall be
the same as the Sharing Ratio in the Company held by the Shareholder appointing
the director. Where the Shareholder has the right to appoint more than one
director: (i) the directors so appointed shall in aggregate have only the voting
power of the number of shares held by such Shareholder, and (ii) if the
directors so appointed disagree, the director nominated to do so by the
Shareholder shall exercise all the votes of the directors appointed by such
Shareholder. In the event of disagreement on any proposal, other than those
matters specified in Section 4.3 as to which the procedures of Section 4.3 shall
apply, the concurring votes of directors appointed by Shareholders holding a
majority of the Sharing Ratio of the Company shall constitute a decision of
directors and shall be binding.
4.2.7 Members of the Board and the Executive Committee shall not
be entitled to compensation from the Company for their services as such, but
shall be reimbursed by the Company for out-of-pocket travel, lodging, food and
incidental expenses incurred in connection with attendance at Board meetings and
Executive Committee meetings, upon submission of appropriate evidence of
expenses and other documentation reasonably requested by the Company.
4.3 Certain Matters to be Voted Upon by the Board. Notwithstanding
---------------------------------------------
anything else contained in this Agreement, during such time as the Sharing Ratio
of each Shareholder is 20% or
9
greater, the Company may not take any of the following actions without the
approval of the Board of the Company including express approval of a director
nominated by each of the Shareholders:
(a) Entering into or conducting any business other than the Company
Businesses or any material change in the nature of the Company Businesses.
(b) The adoption of, and any material amendments to, the annual
budget of the Company (the "Annual Budget") and any material amendments to the
long-range plan (a copy of which is attached hereto as Exhibit B); provided,
however, that if an agreement cannot be reached on a proposed Annual Budget the
Board shall continue to operate the Company on a going concern basis and the
Annual Budget for such year shall be deemed to be the Annual Budget for the
previous year, except that amounts for capital expenditures shall be consistent
with the most recent long-term plan of the Company approved by the Board.
(c) Except as otherwise provided in the Annual Budget, the incurrence
of any operating expense or capital expenditure greater than NZ$100,000.
(d) The acquisition or sale of assets by the Company with a value
exceeding NZ$1,000,000 or the sale or disposition of all or substantially all of
the capital stock of the Company.
(e) Entering into any long-term credit facility or similar credit
facility in an amount exceeding NZ$1,000,000, or any amendments thereto if such
amendment would be less favorable to the Company or if such amendment increases
the amount of credit available under such facility to an amount greater than
NZ$1,000,000, or the provision by the Company of any loans in excess of
NZ$50,000 to any person.
(f) Except as otherwise provided in the Initial Annual Budget or any
subsequent Annual Budgets, any variation in the authorized or issued share
capital of the Company or in the rights attached thereto, including issuing any
new shares, any public offering of shares or the creation of any option or other
rights to subscribe for shares or to convert any interest into shares in the
capital of the Company.
(g) An amendment to the Constitution of the Company.
(h) Any merger, consolidation or amalgamation involving the Company
or all or substantially all of its Controlled Affiliates, on the one hand, and a
third party, on the other hand, other than any mergers, consolidations or
amalgamations in connection with a transaction otherwise permissible by Section
4.3(d) above.
(i) The increase or decrease of the amount of dividend required to be
declared and paid pursuant to Section 4.6 hereof and the Company's Constitution.
10
(j) The amendment of any of the contracts listed on Exhibit C attached
hereto ("Material Contracts") or any subsequent agreement designated by a
majority of the Board of Directors as a Material Contract.
(k) Entering into any agreement or authorizing any action by the
Company that, in the good faith determination of any two directors, has a
reasonable probability of subjecting the Company to exposure of liabilities in
excess of NZ$500,000 under applicable environmental laws.
(m) Ratification of any collective agreement between the Company and
its employees.
(n) The appointment, removal or material change in duties of any of
the Company's chief executive officer, chief financial officer, chief technical
officer or other persons seconded by the Shareholders to the Company
(collectively, the "Senior Management").
(o) Entering into any agreement between the Company, on the one hand,
and either Shareholder, any of such Shareholder's Affiliates, any director of
the Company or any member of Senior Management of the Company, on the other
hand, or any non-arm's length transaction and any amendments to such agreements
if such amendments provide for terms less favorable to the Company.
(p) The fixing of any remuneration or bonus to be paid to any members
of the Board or the Senior Management of the Company or any amendments thereto
on terms less favorable to the Company.
(q) Liquidation of the Company.
(r) A proposal with respect to the appointment, reappointment or
dismissal of the Company's independent auditors.
(s) Selection or significant change of the site location of the
Company's telephony services switch and selection of the switch vendor.
(t) Except as otherwise contemplated by the Annual Budget and long-
range plan entering into or amending any interconnect agreements.
(u) Determination of spending levels and other thresholds beyond which
management may not take any action without prior Board or Executive Committee
approval.
(v) Incorporation of subsidiaries of the Company and authorization of
the actions listed in this Section 4.3 with respect to subsidiaries of the
Company.
(w) The purchase of any real property, other than easements and other
real property rights granted to the Company for use in its business.
11
4.4 Certain Matters to be Voted Upon by Shareholders. Except as otherwise
------------------------------------------------
contemplated by this Agreement, the Company and the Shareholders may not take
any of the following actions without the approval of each of UIH and SaskTel:
(a) Any variation in the authorized or issued share capital of the
Company or in the rights attached thereto, including issuing any new shares, any
public offering of shares or the creation of any option or other rights to
subscribe for shares or to convert any interest into shares in the capital of
the Company.
(b) An amendment to the Constitution of the Company.
(c) Liquidation of the Company.
(d) Any merger, consolidation or amalgamation involving the Company or
all or substantially all of its Controlled Affiliates, on the one hand, and a
third party, on the other hand, other than any mergers, consolidations or
amalgamations in connection with a transaction otherwise permissible by Section
4.3(d) above.
4.5 Financial Statements. As soon as practicable, but in any event within
--------------------
45 days after the end of each fiscal year (currently commencing on January 1 and
ending on December 31) of the Company, the Company will prepare and furnish the
Shareholders with complete and detailed financial statements of the Company for
such fiscal year, prepared in U.S. Dollars in accordance and compliance with
United States generally accepted accounting principles, and audited and
certified by the Company's auditors. As soon as practicable, but in any event
within 30 days of the end of each calendar quarter, the Company will prepare and
furnish the Shareholders with such financial statements for such calendar
quarter, being unaudited or reviewed by the Company's auditors. The Company
shall use its best efforts to prepare and deliver to the Shareholders draft
annual financial statements no later than 21 days after the end of each fiscal
year. The Company shall use its best efforts to prepare and deliver to the
Executive Committee and to the Board monthly operating reports, including
applicable financial statement information, within 10 days after the end of each
month. The Company shall furnish to the Executive Committee and to the Board
such additional financial statements and reports as requested. In addition to
the foregoing, the Company shall prepare and keep financial statements as
required by applicable New Zealand law.
4.6 Dividend Policy. The Shareholders agree to declare and cause the
---------------
Company to pay within 30 days after the approval of the audited financial
statements of the Company by the Shareholders in general meeting, by way of
dividend, such dividend as may be approved by the Board pursuant to Section
4.3(i). If the Board, pursuant to Section 4.3(i), is unable to agree on the
dividend amount for any given year, the Shareholders agree to cause the Company
to pay a dividend equal to 50% of the Company's profits available for the
purposes of distribution in accordance with the rules and regulations governing
such distribution, subject to: (i) any restrictions imposed by lenders to the
Company; (ii) not increasing the borrowing of the Company or its Controlled
Affiliates to enable it to make such distribution unless the Board determines
otherwise; (iii) the Company
12
having repaid its full loans made by Shareholders together with all interest
thereon; and (iv) any limitations imposed by New Zealand law.
ARTICLE 5
TRANSFER OF SHARES; RIGHT OF FIRST REFUSAL
5.1 Transfers. Upon five days prior written notice to the other
---------
Shareholder, a Shareholder shall be entitled to sell, assign or otherwise
dispose of any Shares or options in the Company, to an Affiliate of such
Shareholder subject to (a) the provisions of Section 5.3 or to a person other
than an Affiliate of such Shareholder pursuant to the provisions of Section 5.2,
and (b) the provisions of Section 5.7.
5.2 Right of First Offer.
--------------------
5.2.1 If a Shareholder proposes to sell, assign, or otherwise
dispose of any of its shares in the Company (the "Offered Shares"), such
Shareholder (the "Offering Shareholder") shall first make a written offer to
sell the Offered Shares to the other Shareholder ("Other Shareholder").
5.2.2 For a period of 30 days following receipt of the written
offer provided under Section 5.2.1, the Other Shareholder shall have the right
to negotiate to acquire all but not less than all of the Offered Shares from the
Offering Shareholder. After the 30-day negotiating period, if the Offering
Shareholder and the Other Shareholder agree on terms and conditions to purchase
all of the Offered Shares, the Other Shareholder shall consummate the purchase
of such Offered Shares within 90 days.
5.2.3 If the Other Shareholder does not elect to purchase all of
the Offered Shares, then the Offering Shareholder may transfer all of the
Offered Shares to any third party, on terms and conditions no less favorable
than the last offer made by the Other Shareholder and subject to the conditions
set forth in this Section 5.2.3. If any of the following conditions is not
satisfied, then the Offering Shareholder must again comply with the provisions
of Sections 5.2.1 and 5.2.2 and this Section 5.2.3 before transferring any
shares:
(i) such transfer to a third party must be on terms no
less favorable to the Offering Shareholder than to those originally stated in
the offer;
(ii) the transfer to a third party must close within 90
days after the expiration of the 30-day negotiating period under Section 5.2.2
(subject to delays reasonably beyond the control of the Offering Shareholder in
obtaining required approvals or permits); and
(iii) the transfer shall be subject to Section 5.3.
13
5.2.4 Upon consummation of any sale by the Offering Shareholder
pursuant to Section 5.2.3, the Offering Shareholder shall promptly notify the
Other Shareholder as to the circumstances thereof, including the date of the
sale, and the price of Offered Shares sold, and the identity of the purchaser.
5.2.5 If the proposed transfer to a third party is on terms that
are not more favorable to the Offering Shareholder than those originally stated
in the offer, the Other Shareholder shall have 30 days to exercise a right of
first refusal to purchase all of the Offered Shares on the same terms as is
offered by the third party. The Other Shareholder shall consummate the purchase
of such Offered Shares within 90 days.
5.3 Transfers to Affiliates and Third Parties. No transfer of Shares by a
-----------------------------------------
Shareholder otherwise permitted by this Agreement shall be effective unless such
transferee, including any Affiliate of such Shareholder, agrees to be bound by
the provisions of this Agreement (including this Article 5) or and so confirms
by executing and delivering to the Company and the other Shareholders a signed
copy of this Agreement.
5.4 Recognition of Transfers. The Company shall not cause or permit the
------------------------
transfer of any Shares to be made on its books unless the transfer is permitted
by this Agreement and has been made in accordance with its terms.
5.5 Liquidity.
---------
5.5.1 After the fifth anniversary of the date hereof, either
Shareholder (the "Offering Shareholder") may offer by written notice to sell all
of its interests, by way of shares or otherwise, in the Company to the other
pursuant to the procedures set forth in Sections 5.2.1 and 5.2.2. If the
Offering Shareholder and the other Shareholder cannot agree on a price for the
sale of the entirety of the Offering Shareholder's interests within the period
specified in Section 5.2.2, then, at the sole election of the Selling
Shareholders, (i) the Selling Shareholder (A) may transfer all of its interests
in the Company to a third party pursuant to Sections 5.2.3, 5.2.4 and 5.2.5 and
(B) failing such sale within a 90 day period, the Selling Shareholder may
proceed with the alternative specified in clause (ii), or (ii) a Qualified
Appraiser selected in the manner set forth in Section 3.2.4(b) shall establish
the fair market value of the whole Company as an ongoing business. Within 10
days after the price has been determined by the appraiser selected, the Offering
Shareholder may give notice in writing to the other Shareholder that the offer
has been withdrawn.
5.5.2 If the Offering Shareholder does not withdraw its offer,
then the Offering Shareholder shall be entitled to require that the other
Shareholder sell all of its interest in the Company, together with all of the
Offering Shareholder's interest in the Company, to a buyer at a total price that
is not less than the fair market value of the interests as determined by the
Qualified Appraiser, to be allocated between the sellers in accordance with
their respective interests. Each Shareholder may participate on equal footing
with other third parties in bidding for all of the Shares of the Company, in the
manner applicable to the third-party bidders generally.
14
5.5.3 The estimate of the fair market value of the Company
established by the Qualified Appraiser in connection with the liquidity option
shall be valid for a period of six months from the date it is presented to the
Shareholders. If a buyer has not been found prior to the expiration of this
six-month period, then the Offering Shareholder may no longer continue to
require the other Shareholder to sell its interest in the Company unless the
procedure described in Section 5.5.1 is repeated; provided, however, that no
Shareholder may initiate the liquidity option pursuant to this Section 5.6 more
than once during any 12-month period.
5.5.4 If a Shareholder acquires the Shares of the Company pursuant
to Section 5.5.2 ("Purchased Shares") and within six months of such acquisition
date (the "Liquidity Date") sells all of the Shares of the Company to a person
other than an Affiliate, such Shareholder shall pay to the Shareholder from
which the Shares were acquired pursuant to Section 5.5.2 an amount equal to (i)
the percentage obtained by dividing the number of Purchased Shares by the total
number of Shares of the Company outstanding on the Liquidity Date, multiplied by
(ii) the total purchase price paid for all of the Shares of the Company less the
sum of (A) the fair market value of the Company determined pursuant to Section
5.5.1, plus (B) all amounts contributed to the Company by such Shareholder since
the Liquidity Date, reduced by (C) all amounts distributed by the Company or
paid as dividends to such Shareholder since the Liquidity Date.
5.6 Tag-Along Rights.
----------------
5.6.1 Subject to the provisions of Section 5.2, the Shareholders
agree, subject to the terms and conditions set forth herein, that should either
Shareholder receive one or more bona fide offers upon specific terms and
conditions that it intends to accept (a "Purchase Offer") from any person to
purchase such Shareholder's interest in the Company, such Shareholder shall
promptly notify the other Shareholder of the terms and conditions of such
Purchase Offer.
5.6.2 The other Shareholder shall have the right, exercisable upon
notice to the selling Shareholder within 30 days after receipt of the notice
pursuant to Section 5.6.1, to participate, in whole or in part, in the sale of
the interest in the Company by the selling Shareholder pursuant to the specified
terms and conditions of such Purchase Offer. If the purchaser is unwilling to
purchase all of the interests in the Company so offered by the other
Shareholder, the interest the selling Shareholder may sell pursuant to such
Purchase Offer shall be reduced so that the interests sold by the Shareholders
shall be proportionate to their Relative Sharing Ratios.
5.6.3 The tag-along rights under this Section 5.6 shall not
pertain or apply to (i) any bona fide pledge of Company interest that creates a
mere security interest, or (ii) transfers to any Affiliate of the selling
Shareholder.
5.7 Change of Control of Shareholder. If any event occurs or is scheduled
--------------------------------
to occur whereby UIH would cease to be Controlled, directly or indirectly, by
UIH Australia/Pacific, Inc. or SaskTel would cease to be Controlled directly or
indirectly by SaskTel Holding Co., whether by operation of law or otherwise,
then such Shareholder (the "Selling Shareholder") shall immediately give notice
to the other Shareholder of any such change of Control. Unless the other
Shareholder
15
consents thereto upon the change of Control of the Selling Shareholder, then the
other Shareholder shall have the irrevocable option to purchase all, but not
less than all, of the Selling Shareholder's interest in the Company at a price
equal to Fair Market Value as determined by Section 3.2.4(b) as at the date of
such change of Control. Upon the change of Control as aforesaid, the Selling
Shareholder shall be deemed to have made an offer to sell its interest in the
Company to the other Shareholder at the price as set out above. The other
Shareholder may elect to acquire all of the Selling Shareholder's interest in
the Company within 90 days of a price having been established and communicated
to the other Shareholder; otherwise the Selling Shareholder shall be entitled to
retain its interest in the Company.
ARTICLE 6
BANKRUPTCY OR DISSOLUTION OF A SHAREHOLDER
6.1 Bankruptcy or Dissolution of a Shareholder.
------------------------------------------
6.1.1 In the event of the dissolution or bankruptcy of a
Shareholder, the other Shareholder (the "Other Shareholder") may elect to
purchase, in accordance with the procedure set forth in Sections 6.1.4 and 6.2
below, the entire interest of the dissolved or bankrupt Shareholder (the
"Selling Shareholder") in the Company. A Shareholder shall cease to be a
Shareholder as of the date of its dissolution or bankruptcy and shall have only
the right to receive distributions made by the Company prior to the purchase of
the Shareholder's entire interest, and the rights provided for under this
Article 6 and under Section 7.2, as the case may be, after that date.
6.1.2 A Shareholder shall be considered bankrupt if a petition in
bankruptcy has been filed by or against the Shareholder and has not been
dismissed within 120 days after such filing, the Shareholder has made an
assignment for the benefit of creditors or the Shareholder has taken any action
for relief under any statute or rule relating to insolvency.
6.1.3 Prior to the receipt of written notice of the dissolution or
bankruptcy of a Shareholder (the "Written Notice"), the Company and the Other
Shareholder may treat such dissolved or bankrupt Shareholder ("Selling
Shareholder") as the owner of shares in the Company.
6.1.4 The Company shall promptly notify the Other Shareholder of
the Company's receipt of the Written Notice. The Other Shareholder shall have a
right to purchase all but not less than all of the interest of the Selling
Shareholder, for the purchase price determined pursuant to Section 6.2.
6.2 Purchase Price.
--------------
6.2.1 The purchase price for the Selling Shareholder's interest
shall be the amount agreed to by the legal representative of the Selling
Shareholder and the other Shareholder or, if they
16
cannot agree, shall be the fair market value of the Selling Shareholder's
interest in the Company as determined by an appraisal of said interest pursuant
to the procedures set forth in Section 3.2.4(b).
6.2.2 The purchase price due to the legal representatives of the
Selling Shareholder for the Selling Shareholder's interest in the Company shall
be paid in full at the closing. The closing shall be held within 30 days after
the computation of the purchase price is completed under Section 6.2.1. At the
closing, which shall be held at the principal place of business of the Company,
the legal representative of the Other Shareholder shall be paid the purchase
price and shall deliver to the purchaser a duly executed instrument of transfer
and assignment, transferring and assigning good and marketable title to such
interest in the Company, which title shall be free of any debts, liens,
attachments, pledges or any other encumbrances, as well as any other documents
and instruments necessary or appropriate under applicable law to convey to the
purchaser all of the interest of the Selling Shareholder in the Company and its
assets.
ARTICLE 7
NON-COMPETITION
7.1 Non-Competition. Each Shareholder hereby agrees that during the term
---------------
of this Agreement and for a period of six months after the termination of this
Agreement it will refrain, and will cause its Affiliates to refrain, from
owning, managing, operating or controlling a Core Business that operates in New
Zealand and directly competes with the Core Businesses of the Company, without
the written approval of the other Shareholder.
7.2 Development Opportunities. Should any Shareholder or any of its
-------------------------
Affiliates discover, develop or be offered an opportunity to acquire a business
that constitutes a Core Business that does not violate the provisions of Section
7.1 (a "Development Opportunity"), such Shareholder will first offer such
Development Opportunity to the Company. If the Board does not promptly pursue
such Development Opportunity, the Shareholder discovering, developing or being
offered such Development Opportunity and its Affiliates shall be free to pursue
such Development Opportunity, and neither the Company nor the other Shareholder
shall have any right, claim or interest in or to any revenues resulting
therefrom.
ARTICLE 8
TERMINATION
8.1 Termination. This Agreement shall terminate upon the liquidation of
-----------
the Company under Section 8.2, the Company's Constitution or the laws of New
Zealand governing the formation and liquidation of corporations. In case of the
liquidation of the Company, a proper accounting shall be made from the date of
the last previous accounting to the date of liquidation.
17
8.2 Liquidation. The Shareholders shall cause the Constitution of the
-----------
Company to provide that upon the dissolution and liquidation of the Company, all
proceeds from the liquidation shall be distributed in the following order or
priority: (i) to the payment of debts and liabilities of the Company to third
parties and the expenses of liquidation; (ii) to the setting up of such reserves
as the liquidator may reasonably deem necessary for any contingent liabilities
of the Company; (iii) to the payment of debt owed to any Shareholder; and (iv)
to the Shareholders pro rata in accordance with the paid-up portion of their
Relative Sharing Ratios.
ARTICLE 9
NOTICES
All notices, demands, requests or other communications to be sent by one
party to the other hereunder or required by law shall be in writing and shall be
deemed to have been validly given or served by delivery of the same in person to
the intended addressee, by facsimile transmission to such party at the facsimile
number set forth for such party on the signature pages below, or by depositing
the same with Federal Express or another reputable private international courier
service for the soonest business day delivery offered by such courier service to
the intended addressee at its address set forth on the signature page below, or
at such other address or telecopy number as may be designated by such party.
Any notice, demand or other communication so addressed to the relevant
party shall be deemed to have been delivered (a) if delivered in person, when
actually delivered to the relevant address; (b) if given by courier, on the
fifth business day (of the sending party) after submitted to the courier with
appropriate delivery instructions; or (c) if given or made by facsimile, when
dispatched if the transmission report has the correct number of pages and
correct facsimile number of the recipient on it.
For purposes of this Agreement, Denver, Colorado time shall be used in the
calculation of any notice period. With the start of any notice period being
deemed to commence on the date, Denver time, that such action occurred,
regardless of in which time zone such action occurred, and the notice period
being deemed to end at the end of the day, Denver time, of the last day of the
requisite period following the deemed start date.
ARTICLE 10
CONFIDENTIALITY
This Agreement and any business, financial, technical or other information
or documents received from the Company, from the other Shareholders or from
Affiliates of a Shareholder, shall be treated as confidential and proprietary
("Confidential Information"), provided that Confidential Information does not
include (i) information that enters the public domain other than as a result of
18
the breach of this Agreement; and (ii) information required to be disclosed by
law or the valid order of a court of competent jurisdiction. No Shareholder or
the Company shall disclose to third parties any Confidential Information
received from any other Shareholder or the Company unless it has first obtained
the written consent of the other Shareholder; provided that no consent shall be
required for the disclosure of Confidential Information under appropriate
secrecy agreements to Affiliates, agents, consultants, auditors, attorneys,
investors or lenders of the Company or a Shareholder solely for use in the
business of the Company. No Shareholder or the Company shall issue any press
release or make any other public disclosure relating to this Agreement or the
transactions contemplated by this Agreement without the prior written consent of
the other Shareholder. The foregoing, however, shall not limit any
Shareholder's or the Company's ability to make such public announcements or
disclosures as it may consider necessary or appropriate pursuant to the
reporting requirements under U.S. securities laws or other applicable law.
ARTICLE 11
ARBITRATION
Having regard to the high degree of good faith which must exist among the
Shareholders, the Shareholders agree to use their best efforts to ensure that
disputes between them are settled equitably and amicable and without resort to
arbitration. Notwithstanding the above, in the event of any differences or
disputes or whatever nature arising from this Agreement or any other matter
related thereto which cannot be settled by direct negotiation between the
Shareholders, such differences or disputes shall be referred to arbitration by a
single arbitrator to be agreed by the Shareholders or, if no agreement is
reached within 30 days, appointed by the then acting president of the Wellington
District Law Society. Any such arbitration shall be conducted subject to and in
accordance with the New Zealand Arbitration Xxx 0000 as amended or any successor
legislation.
ARTICLE 12
GENERAL PROVISIONS
12.1 Representations and Warranties. Each Shareholder represents and
------------------------------
warrants to the Company and to the other Shareholder that it is a corporation or
partnership duly organized, validly existing and in good standing under the laws
of the jurisdiction of its formation; that its execution, delivery and
performance of this Agreement have been duly authorized by all necessary
corporate action on its part; and that this Agreement when executed shall be
binding and enforceable in accordance with its terms.
12.2 Covenant of Shareholders. The Shareholders shall cause any
------------------------
provision of this Agreement that should be a part of the Constitution of the
Company to be incorporated in the Constitution of the Company within a
reasonable time following the execution of this Agreement
19
and shall execute and deliver all powers of attorney, proxies and other
certificates, documents and agreements required to carry out the intent and
accomplish the purposes of this Agreement.
12.3 Entire Agreement. This Agreement embodies the entire
----------------
understanding and agreement among the parties concerning their respective rights
concerning the Shares and the Company and supersedes any and all prior
negotiations, understandings or agreements in regard thereto.
12.4 Conflict with Constitution. In the event of any conflict between
--------------------------
the provisions of this Agreement and the provisions of the Constitution of the
Company, the provisions of this Agreement shall take priority and apply to the
exclusion of the relevant provisions of the Constitution.
12.5 Amendment. This Agreement may not be amended, nor may any rights
---------
hereunder be waived except by an instrument in writing signed by the party
sought to be charged with such amendment or waiver.
12.6 Severability. If any provision of this Agreement is held to be
------------
unenforceable or illegal in one or more jurisdictions in which the Company or
the Shareholders are conducting business, such provisions shall remain in full
force and effect in all other jurisdictions, and (except to the extent to which
the illegality or unenforceability of such provision makes it impossible or
impractical for the parties to carry out the purposes of this Agreement in any
jurisdiction), the other provisions of this Agreement shall not be affected by
any such holding and shall remain in full force and effect in all jurisdictions.
12.7 Specific Performance. The parties acknowledge that (a) the
--------------------
rights of the parties hereunder and their shares, options and preemptive rights
for shares in the Company are unique, (b) the parties will not have any adequate
remedy at law if any party (the "Breaching Party") shall fail to perform any of
its obligations hereunder, and (c) the nonbreaching parties shall have the
right, in addition to any other rights they may have, to specific enforcement of
this Agreement if the Breaching Party shall fail to perform any of its
obligations hereunder.
12.8 Governing Law. This Agreement, the rights and obligations of the
-------------
parties hereto, and any claims or disputes relating thereto, shall be governed
by and construed in accordance with the laws of New Zealand and, subject to the
provisions of Article 11 hereof, the parties hereby agree to submit to the
jurisdiction of the Courts of New Zealand with respect to any disputes arising
under the Agreement.
12.9 Assignment. This Agreement shall be binding upon and will inure
----------
to the benefit of the parties hereto and their respective successors and
permitted assigns. A party shall be entitled to assign its rights and
obligations hereunder to any party to whom it transfers all of its interest in
the Company in accordance with the provisions of this Agreement.
12.10 Survival. The provisions of Articles 10 and 11 shall survive
--------
termination of this Agreement.
20
IN WITNESS WHEREOF, the parties have executed this Agreement, which may be
executed in any number of counterparts, to be effective as set forth above.
UIH NEW ZEALAND HOLDINGS, INC.
By:/s/ Xxxxxxx X. Xxxxx
----------------------------------------------
Xxxxxxx X. Xxxxx, Chief Executive Officer
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
U.S.A.
Attn: Chief Executive Officer
Fax: (000) 000-0000
SASKTEL HOLDING (NEW ZEALAND), INC.
By:/s/ Xxxxxx X. Xxxxx
----------------------------------------------
Xxxxxx X. Xxxxx, Chairman of the Board
By:/s/ X. X. Xxxxxx
----------------------------------------------
X.X. Xxxxxx, President
0000 Xxxxxxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxx
Xxxxxx X0X 0X0
Attn: President
Fax: (000) 000-0000
SATURN COMMUNICATIONS LIMITED
By:/s/ Xxxxxxx X. Xxxxx
----------------------------------------------
Xxxxxxx X. Xxxxx, Director
00 Xxx Xxxxxxxxx, Xxxxxx
X.X. Xxx 00-000
Xxxxxxxxxx, Xxx Xxxxxxx
Attn: Chief Executive Officer
Fax: (000) 000-0000
21
[Exhibit A filed elsewhere in this Registration Statement]
[Other Exhibits Omitted]
A-1
