Exhibit 10.15
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STOCK PURCHASE AGREEMENT
AGREEMENT effective as of the 24th day of July, 1998 among Xxxx X. Xxxx, an
individual residing in Cambridge, Massachusetts ("Xxxx"), Prodigy, Inc., a
Delaware corporation ("Prodigy"), Telefonos de Mexico, S.A. de C.V., a Mexican
corporation ("Telmex"), and Carso Global Telecom, S.A. de C.V., a Mexican
corporation ("Carso Global").
WHEREAS, concurrently with the execution of this Agreement, Telmex and
Prodigy are entering into a Stock Purchase Agreement (the "Prodigy/Telmex
Agreement") pursuant to which, among other things, Telmex has agreed to make an
equity investment in Prodigy; and
WHEREAS, it is a condition to the execution of the Prodigy/Telmex Agreement
that this Agreement be entered into and it is a condition to the execution of
this Agreement that the Prodigy/Telmex Agreement be entered into;
NOW, THEREFORE, in consideration of the mutual promises hereinafter set
forth and other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereby agree as follows:
1. Purchase and Sale of the Shares.
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(a) Xxxx agrees to sell to Telmex, and Telmex agrees to purchase from
Xxxx, 13,000,000 shares (the "Shares") of Prodigy's Common Stock, $.01 par value
per share ("Common Stock"), owned by Xxxx. Telmex acknowledges that Xxxx
intends to acquire up to 3,000,000 shares of Common Stock from members of his
family and/or other persons at U.S. $2.00 per share in order to permit Xxxx to
sell 13,000,000 shares to Telmex. The purchase price for the Shares shall be
U.S. $2.00 per Share, the same price to be paid by Telmex for its equity
investment in Prodigy pursuant to the Prodigy/Telmex Agreement.
(b) If, at any time prior to the Initial Closing (as defined in
Section 2 below) or within 180 days after the Initial Closing, Telmex, Carso
Global, Prodigy or any of their respective affiliates shall purchase or sell, or
agree to purchase or sell, any shares of Common Stock to or with third parties
in a Qualifying Transaction (as defined below) at a price in excess of U.S.
$2.00 per Share (as proportionately adjusted for any stock splits, stock
dividends or similar events affecting the Common Stock, the "Base Price"),
Telmex shall (i) promptly give written notice thereof to Xxxx and (ii) within
three business days following the closing of the Qualifying Transaction, pay to
Xxxx the amount per Share by which the price in the Qualifying Transaction
exceeds the Base Price (the "Differential") multiplied by the number of Shares;
provided, however, that in no event shall the Differential required to be paid
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to Xxxx exceed U.S. $.40 per Share (as proportionately adjusted for any stock
splits, stock dividends or similar events affecting the Common Stock) regardless
of the price at which shares are sold in a Qualifying Transaction. For this
purpose, a "Qualifying Transaction" shall mean a sale or purchase, or a series
of related sales or purchases, of Common Stock involving an aggregate of at
least U.S. $500,000, but in no event shall include (i) transactions under
employee stock or option plans or (ii) transfers without consideration among or
between Telmex, Carso Global or Prodigy and any of their respective affiliates.
Any amounts due to Xxxx under this Section 1(b) which remain unpaid after three
business days following the closing of the Qualifying Transaction shall bear
interest at an annual rate of 9% until paid, and Telmex agrees to indemnify Xxxx
for any damages and expenses, including fees and disbursements of counsel,
suffered or incurred by Xxxx in enforcing Telmex's obligations under this
Section 1(b).
2. The Initial Closing. The initial closing (the "Initial Closing") of
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the transactions contemplated hereby shall take place as soon as practicable
after satisfaction or waiver of the conditions specified in Sections 11, 12 and
13 below.
3. Prodigy Board and Indemnification Arrangements.
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(a) Effective as of the Initial Closing, the Prodigy Board voting
arrangements specified in Section 3 of that certain Amendment No. 2 to Funding
Agreement dated as of March 18, 1997 among Prodigy, Carso Global and Xxxx are
hereby terminated.
(b) Effective as of the Initial Closing, Xxxx hereby resigns as
Chairman of the Board of Prodigy and as a member of the Compensation Committee
of Prodigy's Board of Directors. As of the Initial Closing, Xxxx'x annual
director fee of U.S. $135,000 shall terminate. From and after the Initial
Closing, Xxxx shall not be entitled to any further compensation for service as a
director (other than on the same basis, if any, as other non-employee directors
of Prodigy from time to time), and Prodigy shall not be required to provide Xxxx
with any health insurance or other employee benefits of any kind.
(c) Until the first anniversary of the Initial Closing or such earlier
date as Xxxx shall cease to own any Common Stock or resign (the "Board
Termination Date"), Xxxx shall be entitled to continue to serve as a member of
the Board of Directors of Prodigy and its subsidiaries. Each of Carso Global
and Telmex agrees to vote all shares over which they (or their respective
affiliates) exercise voting control, and otherwise to use their respective best
efforts, so as to effectuate the preceding sentence. Upon the Board Termination
Date, Xxxx shall resign as a member of the Board of Directors of Prodigy and its
subsidiaries.
(d) For a period of six years after the Initial Closing, Prodigy shall
not amend the indemnification provisions of its Certificate of Incorporation or
By-Laws as now existing in any manner which limits, restricts or otherwise
adversely affects the rights afforded to Xxxx under such provisions.
(e) Prodigy agrees, at Prodigy's expense, to continue to defend and
indemnify Xxxx in any threatened, pending or completed lawsuits filed by or on
behalf of any of Xxxxxxx Xxxxxx, Lightwave, Ltd., Comstar Cellular Network, Inc.
(Nevada) or Comstar Cellular Network, Inc. (Texas) or their respective
affiliates, subsidiaries, successors, heirs or assigns, now or hereafter
existing (collectively, "Xxxxxx Claimants"), and any appeals therefrom, with
counsel selected by Prodigy (currently Xxxx and Xxxx LLP) and reasonably
acceptable to Xxxx.
(f) Prodigy shall not settle or compromise any claim, or default or
otherwise fail to oppose entry of judgment against it on any claim, asserted or
which may be asserted against it by or on behalf of any of the Xxxxxx Claimants,
without the consent of Xxxx, which shall not be unreasonably withheld or
delayed. Xxxx shall not settle or compromise any claim, or default or otherwise
fail to oppose entry of judgment against him on any claim, asserted or which may
be asserted against him by or on behalf of any of the Xxxxxx Claimants, without
the consent of Prodigy, which shall not be unreasonably withheld or delayed.
4. Termination of Prior Stock Pledge.
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(a) As of the Initial Closing (as defined in Section 2 above), Carso
Global shall cause to be terminated Xxxx'x pledge of 10,000,000 shares of Common
Stock (the "Pledged Shares") to secure Prodigy's obligations to Banco Inbursa,
S.A. ("Banco Inbursa") pursuant to that certain Pledge and Escrow Agreement
dated as of June 14, 1996 among Xxxx, Orient Star Holdings, Banco Inbursa and
State Street Bank and Trust Company ("State Street"). On or before the Initial
Closing or as soon as practicable
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thereafter, Carso Global shall cause the original stock power relating to the
Pledged Shares previously executed by Xxxx and delivered to State Street to be
returned to Xxxx.
(b) On or before the Initial Closing or as soon as practicable
thereafter, Carso Global shall cause the original stock certificate representing
the Pledged Shares to be delivered to Telmex to be held pursuant to the Pledge
Agreement (as defined in Section 6(b)(iii) below).
(c) From and after the Initial Closing, Xxxx shall have no obligation
to guaranty, or to pledge any shares or provide any other collateral to secure,
Prodigy's obligations to Banco Inbursa or any other entity.
5. Funding Obligations.
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(a) Prodigy and Carso Global acknowledge and agree that Xxxx has fully
performed his funding obligations to Prodigy pursuant to (i) that certain
Funding Agreement dated as of May 12, 1996 among Prodigy (as successor to
International Wireless Incorporated), Carso Global (as successor to Grupo Carso,
S.A. de C.V.) and Xxxx, as amended by that certain Amendment to Funding
Agreement dated as of October 31, 1996 among Prodigy, Carso Global and Xxxx and
that certain Amendment No. 2 to Funding Agreement dated as of March 18, 1997
among Prodigy, Carso Global and Xxxx, and (ii) that certain Interim Financing
Agreement dated as of October 30, 1997 among Prodigy, Carso Global and Xxxx.
(b) From and after the Initial Closing, Xxxx shall have no obligation
to provide any funding, whether debt or equity, to Prodigy.
6. HSR Act.
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(a) Prodigy, Xxxx and Telmex, as promptly as practicable after the
date hereof, shall prepare and file all Notification and Report Forms and
related material that they are required to file with the U.S. Federal Trade
Commission and the Antitrust Division of the U.S. Department of Justice under
the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR
Act"), with respect to the transactions contemplated hereby, and shall use their
respective best efforts to obtain an early termination of the applicable waiting
period and shall make any further filings or information submissions pursuant
thereto that may be necessary, proper or advisable. Prodigy shall pay all
applicable filing fees under the HSR Act.
(b) At the Initial Closing, the following events shall occur:
(i) Telmex shall pay Xxxx the amount of U.S. $26,000,000 by wire
transfer to one or more bank accounts designated by Xxxx prior to the Initial
Closing;
(ii) Xxxx shall execute and deliver to Telmex a Promissory Note
substantially in the form attached hereto as Exhibit A (the "Note"); and
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(iii) Xxxx and Telmex shall execute and deliver a Pledge Agreement
substantially in the form attached hereto as Exhibit B (the "Pledge Agreement"),
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pursuant to which Xxxx pledges and delivers to Telmex 13,000,000 shares of
Common Stock, together with executed stock powers, and grants to Telmex a first
lien on, and security interest in, the Shares to secure payment of the Note. The
Shares subject to the Pledge Agreement shall include the Pledged Shares which
Carso Global shall cause to be delivered to Telmex to be held pursuant to the
terms of the Pledge Agreement.
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(c) Subject to Section 6(d), the final closing shall occur upon the
termination or expiration of the applicable waiting period pursuant to the HSR
Act (the "Final Closing"). At the Final Closing, the following events shall
occur:
(i) The Pledge Agreement shall terminate and the Shares shall be
transferred to Telmex in full satisfaction of Xxxx'x obligations under the Note
(it being agreed that Xxxx shall have the right to deliver and transfer to
Telmex at the Final Closing any 13,000,000 shares of Common Stock then held by
him, and not necessarily the 13,000,000 shares of Common Stock held under the
Pledge Agreement, and the 13,000,000 shares of Common Stock so delivered by Xxxx
shall constitute the "Shares" for all purposes of this Agreement); and
(ii) Telmex shall return to Xxxx the original Note marked
"cancelled" in return for the transfer of the Shares to Telmex.
(d) Notwithstanding the foregoing, in the event that the Note is not
repaid in full on or before the 60th day after Telmex has filed its Notification
and Report Form and any related material required to be filed by it under the
HSR Act in accordance with Section 6(a), the Pledge Agreement shall continue in
effect and the Note shall bear interest at an annual rate of nine percent (9%),
accruing from the Initial Closing. The Note may be prepaid in whole or in part,
at any time and from time to time at the election of Xxxx, but in any event the
principal amount of the Note, together with accrued interest, shall be due in
full on December 31, 1999.
7. Co-Sale Right.
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(a) If, at any time after the Initial Closing and on or before the
earlier of (i) the first anniversary of the Initial Closing or (ii) the
completion of Prodigy's initial public offering of Common Stock (the "IPO"),
Telmex or Carso Global (a "Seller") propose to sell (other than in connection
with the IPO) to third parties any Common Stock held by them, the Seller shall
notify Xxxx of the number of shares to be sold and the price and other terms of
such sale (the "Seller Notice"). By giving notice to the Seller within 20 days
after the Seller Notice, Xxxx shall have the right, but not the obligation, to
sell, at the price and on the other terms set forth in the Seller Notice, a
portion of the shares to be sold in such sale in the same proportion as the
number of shares of Common Stock then owned by Xxxx bears to the number of
shares of Common Stock then owned by the Seller. Xxxx covenants and agrees not
to exercise his co-sale right with respect to any shares of Common Stock which
are subject to warrants granted by Xxxx.
(b) Any sale of Common Stock by a Seller without compliance with this
Section 7 shall be void and shall transfer no right, title or interest in or to
any such shares to the purported transferee. The proceeds of any sale made by a
Seller without compliance with this Section 7 shall be deemed to be held in
constructive trust in such amount as would have been paid to Xxxx if the Seller
had complied with this Section 7. The contents of such constructive trust shall
be delivered to Xxxx upon surrender of the appropriate number of shares of
Common Stock.
8. Representations and Warranties of Xxxx. Xxxx represents and warrants
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as follows:
8.1 Shares.
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(a) At the date hereof, Xxxx owns 20,413,766 shares of Common
Stock, of which 187,500 shares are subject to outstanding warrants granted by
Xxxx. All such shares are owned by Xxxx beneficially and of record, except for
the pledge of the Pledged Shares to be released at the Final Closing. At the
date hereof, Xxxx holds no warrants or other rights to acquire any capital stock
from Prodigy.
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(b) Except for the pledge of the Pledged Shares, (i) Xxxx is the
legal record beneficial owner of the Shares and (ii) Xxxx has good and, subject
to compliance with applicable securities laws, marketable title to the Shares,
free and clear of any and all liens, encumbrances, pledges and other adverse
claims whatsoever. Following purchase of the Shares by Telmex, Telmex will have
good and marketable title to the Shares, free and clear of all liens,
encumbrances, pledges and other adverse claims whatsoever, other than
restrictions on transfer imposed by applicable securities laws.
8.2 Authorization and Binding Nature. Xxxx has all necessary right,
--------------------------------
power and authority to enter into and perform this Agreement and the Pledge
Agreement and to execute and deliver the Note and perform his obligations
thereunder. Each of this Agreement, the Pledge Agreement and the Note
constitutes the valid and legally binding obligation of Xxxx, enforceable
against Xxxx in accordance with its terms.
8.3 Non-Contravention. The execution, delivery and performance by
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Xxxx of this Agreement, the Pledge Agreement and the Note, and the purchase and
sale of the Shares contemplated hereby, will not, with or without the giving of
notice or the passage of time or both, (a) violate the provisions of any law,
rule or regulation applicable to Xxxx, (b) violate any judgment, decree, order
or award of any court, governmental body or arbitrator applicable to Xxxx, or
(c) conflict with or violate any agreement to which Xxxx is a party or by which
he is bound.
9. Representations and Warranties of Telmex. Telmex represents and
----------------------------------------
warrants as follows:
9.1 Investment. Telmex is acquiring the Shares for its own account
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for investment, not for resale to any other person and not with a view to or in
connection with any resale or distribution. Telmex understands that the Shares
have not been registered under the securities laws of the United States or any
other jurisdiction and cannot be transferred or resold except as permitted
pursuant to a valid registration statement or an applicable exemption from
registration. Telmex acknowledges that neither Prodigy nor Xxxx has made any
representations with respect to registration of the Shares under applicable
securities laws, that there can be no assurance that there will be any market
for the Common Stock in the foreseeable future and that, as a result, Telmex
must be prepared to bear the economic risk of its investment for an indefinite
period of time. Telmex understands that the certificate representing the Shares
shall bear a legend substantially in the following form:
"The securities represented by this certificate have not been registered
under the Securities Act of 1933, as amended, and may not be sold,
exchanged, transferred, pledged, hypothecated or otherwise disposed of
unless and until such securities are registered under such Act or an
opinion of counsel satisfactory to the issuer is obtained to the effect
that such registration is not required."
9.2 Authorization and Binding Nature. The execution, delivery and
--------------------------------
performance by Telmex of this Agreement and the Pledge Agreement has been duly
authorized by all requisite corporate action and this Agreement constitutes the
valid and legally binding obligation of Telmex, enforceable against Telmex in
accordance with its terms.
9.3 Non-Contravention. The execution, delivery and performance by
-----------------
Telmex of this Agreement and the Pledge Agreement will not, with or without the
giving of notice or the passage of time or both, (a) violate the provisions of
any law, rule or regulation applicable to Telmex, (b) violate the provisions of
the charter documents of Telmex, (c) violate any judgment, decree, order or
award of any court, governmental body or arbitrator applicable to Telmex, or (d)
conflict with or violate any agreement to which Telmex is a party or by which it
is bound.
9.4 Control by Carso Global. Carso Global controls Telmex (within
-----------------------
the meaning of the Securities Act of 1933, as amended, and the rules and
regulations thereunder).
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9.5 Access to Information. Telmex has substantial knowledge and
---------------------
experience in making investment decisions of this type and is capable of
evaluating the merits and risks of its investment in Prodigy. Carso Global has
made available to Telmex all documents and other information necessary for
Telmex to evaluate the merits and risks of its investment in Prodigy. Prodigy
has made available to Telmex all documents requested and has provided answers to
all of its questions relating to an investment in Prodigy. In evaluating the
suitability of an investment in Prodigy, Telmex has not relied upon any
representations (whether oral or written) other than as set forth herein.
Telmex has had an opportunity to discuss this investment with representatives of
Prodigy and to ask questions of them. Telmex understands that an investment in
Prodigy involves significant risks.
10. Representations and Warranties of Carso Global. Carso Global
----------------------------------------------
represents and warrants as follows:
10.1 Authorization and Binding Nature. The execution, delivery and
--------------------------------
performance by Carso Global of this Agreement has been duly authorized by all
requisite corporate action and this Agreement constitutes the valid and legally
binding obligation of Carso Global, enforceable against Carso Global in
accordance with its terms.
10.2 Non-Contravention. The execution, delivery and performance by
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Carso Global of this Agreement will not, with or without the giving of notice or
the passage of time or both, (a) violate the provisions of any law, rule or
regulation applicable to Carso Global, (b) violate the provisions of the charter
documents of Carso Global, (c) violate any judgment, decree, order or award of
any court, governmental body or arbitrator applicable to Carso Global, or (d)
conflict with or violate any agreement to which Carso Global is a party or by
which it is bound.
10.3 Representations of Telmex. All representations and warranties of
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Telmex set forth herein are true and correct.
11. Xxxx'x Conditions to Closing. The obligation of Xxxx to consummate
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the transactions contemplated hereby is subject to the following conditions
only, each of which may be waived in the sole discretion of Xxxx:
11.1 Representations and Covenants. The representations and
-----------------------------
warranties of Telmex and Carso Global contained in this Agreement shall be true
as of the Initial Closing and Telmex and Carso Global shall have performed the
respective covenants and agreements to be performed by them under this Agreement
at or prior to the Initial Closing and at or prior to the Final Closing, as
applicable.
11.2 Government Approvals. The transactions contemplated hereby shall
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have been approved by all United States government agencies from whom such
approval is required (except for any approval required under the HSR Act, which
is addressed by Section 6 above).
11.3 Closing of Prodigy/Telmex Agreement. The Initial Closing (as
-----------------------------------
defined therein) under the Prodigy/Telmex Agreement shall have been consummated.
11.4 Registration Rights Agreement. Prodigy and Xxxx shall have
-----------------------------
executed and delivered the Registration Rights Agreement attached hereto as
Exhibit C.
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12. Telmex's Conditions to Closing. The obligation of Telmex to
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consummate the transactions contemplated hereby is subject to the following
conditions only, each of which may be waived in the sole discretion of Telmex:
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12.1 Representations and Covenants. The representations and
-----------------------------
warranties of Xxxx and Carso Global contained in this Agreement shall be true as
of the Initial Closing and Xxxx and Carso Global shall have performed the
respective covenants and agreements to be performed by them under this Agreement
at or prior to the Initial Closing and at or prior to the Final Closing, as
applicable.
12.2 Government Approvals. The transactions contemplated hereby shall
--------------------
have been approved by all United States government agencies from whom such
approval is required (except for any approval required under the HSR Act, which
is addressed by Section 6 above).
12.3 Execution of Pledge Agreement and Note. Xxxx shall have executed
--------------------------------------
and delivered the Pledge Agreement and the Note.
12.4 Closing of Prodigy/Telmex Agreement. The Initial Closing (as
-----------------------------------
defined therein) under the Prodigy/Telmex Agreement shall have been consummated.
13. Prodigy's Conditions to Closing. The obligation of Prodigy to
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consummate the transactions contemplated hereby is subject to the following
conditions only, each of which may be waived in the sole discretion of Prodigy:
13.1 Representations and Covenants. The representations and
-----------------------------
warranties of Xxxx, Telmex and Carso Global contained in this Agreement shall be
true as of the Initial Closing and each of Xxxx, Telmex and Carso Global shall
have performed the respective covenants and agreements to be performed by them
under this Agreement at or prior to the Initial Closing and at or prior to the
Final Closing, as applicable.
13.2 Government Approvals. The transactions contemplated hereby shall
--------------------
have been approved by all United States government agencies from whom such
approval is required (except for any approval required under the HSR Act, which
is addressed by Section 6 above).
13.3 Closing of Prodigy/Telmex Agreement. The Initial Closing (as
-----------------------------------
defined therein) under the Prodigy/Telmex Agreement shall have been consummated.
14. Termination of Agreement.
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14.1 By Xxxx. Xxxx may terminate this Agreement, without liability to
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any party hereto, if the Initial Closing has not occurred by July 24, 1998 due
to the failure of any of the conditions specified in Section 11 hereof to be
satisfied.
14.2 By Telmex. Telmex may terminate this Agreement, without
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liability to any party hereto, if the Initial Closing has not occurred by July
24, 1998 due to the failure of any of the conditions specified in Section 12
hereof to be satisfied.
15. Notices. Any notices or other communications required or permitted
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hereunder shall be in the English language and shall be sufficiently given if
delivered personally or sent by telecopy or via a reputable express courier,
with charges prepaid, to the address set forth below or to such other address of
which the parties may have given notice. Unless otherwise specified herein,
such notices or other communications shall be deemed received one business day
after personal delivery or delivery by telecopy, or three business days after
being sent, if sent by reputable express courier.
If to Xxxx:
The Residences at Xxxxxxx Square
-7-
000 Xxxxxxxx Xxxxx
Xxxxxxxxx, XX 00000
with a copy to:
Cameron Read, Esq.
Xxxxxx, Xxxx & Xxxxxxx
Exchange Place
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
If to Prodigy:
00 Xxxxx Xxxxxxxx
Xxxxx Xxxxxx, XX 00000
Attention: President
with a copy to:
Xxxxx X. Xxxxxxxxxx, Esq.
Xxxx and Xxxx LLP
00 Xxxxx Xxxxxx
Xxxxxx, XX 00000
If to Telmex:
Parque Via 190
Officina 1016
Colonia Xxxxxxxxxx
Xxxxxx Xxxx, Xxxxxx 00000
with a copy to:
Xxxxxxx Xxxxxx, Esq.
Cleary, Gottlieb, Xxxxx & Xxxxxxxx
Xxx Xxxxxxx Xxxxx
Xxx Xxxx, XX 00000
If to Carso Global:
Xxxxx xx xxx Xxxxxx
#000, Xxx. Xxxxx xx Xxxxxxxxxxx
Xxxxxx Xxxx, Xxxxxx 00000
with a copy to:
Xxxxxx Xxxxxx Xxxxx
Xxxxxx, Xxxxxxx, Duclaud y Xxxxxx, S.C.
Paseo de las Palmas
#405, Col. Xxxxx xx Xxxxxxxxxxx
Xxxxxx Xxxx, Xxxxxx 00000
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16. Successors and Assigns. No party may assign its obligations hereunder
----------------------
without the prior written consent of the other parties, except that Telmex may
assign its rights and obligations hereunder to any affiliate of Telmex or Carso
Global. Telmex intends to cause its wholly-owned subsidiary, Sercotel, S.A. de
C.V., to purchase the Shares hereunder. Subject to the foregoing, this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns. Any assignment in contravention of
this provision shall be void.
17. Entire Agreement. This Agreement, including Exhibit A, Exhibit B and
---------------- --------- ---------
Exhibit C attached hereto, represents the entire understanding and agreement
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between the parties hereto with respect to the subject matter hereof and
supersedes all prior oral and written and all contemporaneous oral negotiations,
commitments and understandings between such parties. The parties may amend or
modify this Agreement, in such manner as may be agreed upon, only by a written
instrument executed by the parties hereto.
18. Expenses. Each party shall pay its own expenses in connection with
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this Agreement and the transactions contemplated hereby; provided, however, that
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Prodigy shall reimburse Telmex for any filing fees paid by Telmex in connection
with the filings to be made by Telmex under the HSR Act, pursuant to Section
6(a) above.
19. Governing Law. This Agreement shall be governed by and construed in
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accordance with the laws of the Commonwealth of Massachusetts in the United
States, without reference to conflict of laws principles, and the parties hereby
consent to the jurisdiction of the courts of the Commonwealth of Massachusetts.
20. Section Headings. The section headings are for the convenience of the
----------------
parties and in no way alter, modify, amend, limit, or restrict the contractual
obligations of the parties.
21. Severability. The invalidity or unenforceability of any provision of
------------
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.
22. Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed to be an original, but all of which
shall be one and the same document.
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of and on the date first above written.
XXXX X. XXXX
/s/
-----------------------------------
Xxxx X. Xxxx
PRODIGY, INC.
/s/
By:--------------------------------
Title:_____________________________
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TELEFONOS DE MEXICO, S.A. DE C.V.
/s/
By:-------------------------------------
Title:__________________________________
CARSO GLOBAL TELECOM, S.A. DE C.V.
/s/
By:-------------------------------------
Title:__________________________________
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