EXHIBIT 99.16
STOCKHOLDERS AGREEMENT
This STOCKHOLDERS AGREEMENT (this "Agreement"), dated as of October 15,
2002, between The Xxxxxxxx Companies, Inc., a Delaware corporation ("TWC"), and
WilTel Communications Group, Inc., a Nevada corporation (the "Company") shall
become effective in accordance with Section 4.1 herein.
WHEREAS on September 30, 2002, the United States Bankruptcy Court for
the Southern District of New York (the "Bankruptcy Court") confirmed the Second
Amended Joint Chapter 11 Plan of Reorganization of Xxxxxxxx Communications
Group, Inc., a Delaware corporation ("WCG") and CG Austria, Inc., dated August
12, 2002 (as amended and confirmed by the Bankruptcy Court) (the "Plan");
WHEREAS, in connection with the Bankruptcy Court's confirmation of the
Plan, the Company, Leucadia National Corporation, a New York corporation
("Leucadia"), TWC and The Bank of New York, a New York banking institution have
entered into an Escrow Agreement dated as of October 15, 2002 (the "Escrow
Agreement"), pursuant to which the parties have agreed, among other things, that
pursuant to the terms of Section 5(1) of the Escrow Agreement, TWC shall become
a holder of shares of the Company's common stock (the "Release");
NOW, THEREFORE, in consideration of the foregoing, the parties hereto
agree as follows:
I. DEFINITIONS
1.1 Definitions. In addition to the terms defined elsewhere
herein, the following terms have the following meanings when used herein:
"Affiliate" of any Person means any other Person, that,
directly or indirectly through one or more intermediaries, controls or is
controlled by, or is under common control with, such Person; and, for the
purposes of this definition only, "control" (including the terms "controlling",
"controlled by" and "under common control with") means the possession, direct or
indirect, of the power to direct or cause the direction of the management,
policies or activities of a Person whether through the ownership of securities,
by contract or agency or otherwise; provided that as such term is used in this
Agreement TWC shall not be included as an Affiliate of the Company.
"Articles of Incorporation" means the Company's Articles of
Incorporation, as in effect from time to time.
"Board" means the Board of Directors of the Company.
"Committee Independent Company Director" shall mean the
following four Independent Company Directors: Xxxx Xxxxxxx Xxxxxxx, Xxxxxxx X.
Xxxxxxxxxx, Xxxxxxx Xxxxxxx and Xxxxxxx X. Xxxxxxx, and any Replacement
Committee Independent Company Director Nominee (as defined below) who is duly
appointed or elected to the Board as provided in Section 3.4 herein.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.
"Independent Company Director" means an individual who is a
member of the Board who (a) is "independent" of the Company within the meaning
of (i) the rules of the New York Stock Exchange or if the Company is listed or
traded on another stock exchange, the principal stock exchange on which the
Company's Common Stock is listed or traded and (ii) applicable rules of the
Securities and Exchange Commission, in each case as may be in effect from time
to time, (b) is not a Related TWC Party pursuant to any of clauses (a) - (d) of
the definition of Related TWC Party, and (c) is not an officer or employee of
the Company or any of its Affiliates; provided however each of the TWC Designees
who meet the provisions of the foregoing clauses (a) through (c) shall be deemed
to be Independent Company Directors for purposes of this Agreement.
"Initial Period" means the period commencing on the date of
this Agreement and ending on the second anniversary of the Plan Effective Date.
"Investor" means TWC and its Affiliates.
"New Investment" means any acquisition by any Person of direct
or beneficial ownership from the Company of at least 10% of the Company's Voting
Securities on a fully-diluted basis.
"New Investor" means any Person who makes a New Investment.
"Person" means an individual, a corporation, a partnership, a
limited partnership, a limited liability company, an association, a trust or
other entity or organization, including without limitation a government or
political subdivision or an agency or instrumentality thereof.
"Plan Effective Date" means October 15, 2002.
"Related TWC Party" means any of the following: (a) an
individual who is not "independent" of the Investor within the meaning of the
rules of the New York Stock Exchange and applicable rules of the Securities and
Exchange Commission, in each case as may be in effect from time to time, (b) an
individual who is an Affiliate of TWC or an officer, director or employee of an
Investor, (c) an individual or entity that is the beneficial owner of more than
10% of the voting power of an Investor, (d) an individual or entity that has any
relationship of the type that would be required to be disclosed by an Investor
under Item 404(b) of Regulation S-K under the Exchange Act and the Securities
Act if the Investor were the "registrant" and the individual was a director or
nominee for election as a director to the board of directors of the Investor,
and (e) any TWC Designee that is not an Independent Company Director.
"Securities" means the Common Stock, all other equity or debt
securities of the Company and its subsidiaries and all other securities
convertible into, exchangeable for or exercisable for any such securities
(whether immediately or otherwise).
"Securities Act" means the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder.
"Subsidiary" means any corporation or other organization,
whether incorporated or unincorporated, of which such party directly or
indirectly owns or controls more than 50% of the securities or other interests
having by their terms ordinary voting power to elect a majority of the board of
directors or others performing similar functions.
"Third Party Sale Transaction" means any of the following that
has not been approved or recommended by a majority of the members of the Board:
(i) any tender or exchange offer for Voting Securities made by a Person other
than (A) the Company or one of its wholly owned Subsidiaries or (B) directly or
indirectly, the Investor or (ii) any merger, consolidation, business
combination, sale of all or substantially all of the assets of the Company and
its Subsidiaries, dissolution, liquidation, restructuring, recapitalization or
similar transaction of or involving the Company.
"Transfer" means a transfer, sale, assignment, pledge,
hypothecation or disposition.
"TWC Released Shares" means the Common Stock transferred by
Leucadia to TWC in connection with the Release and in accordance with the terms
of the Escrow Agreement.
"Voting Securities" means all securities entitled to vote
generally in the election of directors of the Company (without giving effect to
any limitations on voting in this Agreement).
II. LIMITATIONS ON TRANSFER BY TWC
2.1 Transferability. During the Initial Period, TWC may only
Transfer direct or beneficial ownership of the TWC Released Shares so long as
that (i) as a result of such Transfer TWC is not in violation of its obligations
under Article IV, Section 3.C. of the Articles of Incorporation; provided that
nothing in this Section 2.1 shall be construed as to waive any of the provisions
of Article IV, Section 3.C. of the Articles of Incorporation with respect to any
such transferee; (ii) such Transfer is not to Leucadia or an Affiliate of
Leucadia in a privately negotiated transaction, and (iii) such Transfer complies
with Section 2.2 herein.
2.2 Other Restrictions. TWC may tender any Securities
beneficially owned by it in connection with, and may give a proxy to vote or
otherwise agree to vote its Voting Securities for or otherwise support, any
Third Party Sale Transaction, provided, however, that, until the fifth
anniversary of the Plan Effective Date, as a condition to such tender, proxy,
vote or support, TWC will require, as a condition to the effectiveness of such
tender, proxy, vote or agreement that the Persons or Persons proposing to be
parties to the Third Party Sale Transaction (the "Third Party") agree for the
benefit of the holders of Voting Securities that are not beneficially owned by
TWC that (i) the consideration payable to holders of each class of Voting
Securities in the Third Party Sale Transaction will be the same form of
consideration payable and at least equal in value to the consideration payable
to any other holders of the same class of Voting Securities in the Third Party
Sale Transaction (including for these purposes any consideration otherwise
directly or indirectly paid to TWC in respect of Voting Securities beneficially
owned by it from such proposing Person or Persons in any transaction or series
of transactions related to the Third Party Sale Transaction), and (ii) all
holders of Voting Securities
will be provided the opportunity to participate in the Third Party Sale
Transaction, provided that all holders of Voting Securities, including without
limitation, TWC, will be subject to pro ration if the number of Voting
Securities sought to be acquired by the Third Party is less than all of the
issued and outstanding Voting Securities.
III. BOARD REPRESENTATION; CONSULTATION
3.1 Nomination and Voting for TWC Designees. (a) From and
after the date of the Release, at each election of members of the Board, the
Company will use its best efforts to ensure that the Board nominates for
election (or reelection) and solicits votes of stockholders of the Company for
the election of (i) for so long as TWC and its Affiliates beneficially own at
least 20% of the Common Stock issued and outstanding at such time, at least two
persons designated by TWC for election to the Board (each, a "TWC Designee");
and (ii) for so long as TWC and its Affiliates beneficially own at least 10% of
the Common Stock issued and outstanding at such time, at least one TWC Designee.
Each TWC Designee will, at all times during his or her service on the Board, be
qualified to serve as a director of the Company under any applicable law, rule
or regulation imposing or creating standards or eligibility criteria for
individuals serving as directors of organizations such as the Company. If at any
time, an individual TWC Designee is not so qualified, TWC will have the
opportunity to replace such individual with a qualified TWC Designee.
(b) Each TWC Designee will serve until his successor is
elected and qualified or until his earlier resignation, retirement,
disqualification, removal from office, or death.
(c) If any TWC Designee ceases to be a director of the Company
for any reason, the Company will promptly upon the request of TWC use its best
efforts to cause a person designated by TWC to replace such director if TWC is
so entitled.
(d) TWC agrees to cause the applicable number of TWC Designees
to promptly resign in the event TWC's beneficial ownership of Common Stock
declines such that TWC and its Affiliates would no longer have the right to
designate such person.
(e) The Company will use its best efforts to cause at least
one (1) TWC Designee designated by TWC to be included on each committee of the
Board, unless no TWC Designee satisfies any applicable law, rule or regulation
imposing or creating standards or eligibility criteria for individuals serving
as members of committees of such type. The Company will use its best efforts to
(i) cause the nominating committee of the Board (the "Nominating Committee") to
consist of two (2) members and (ii) cause one (1) of the members of the
Nominating Committee to be a TWC Designee designated by TWC to serve on that
committee and the other member of the Nominating Committee to be an Independent
Company Director. TWC and the Company agree that to the extent the members of
the Nominating Committee are unable to agree on the identity of any of the
individuals to be nominated for election to the Board on or before the latest
time at which the Company can reasonably meet its obligations with respect to
printing and mailing a proxy statement for an annual meeting of Company
stockholders, the Board (by majority vote of all current members) shall select
Persons to be
nominated for those remaining Board seats as to which the Nominating Committee
has not agreed on the individual to be nominated.
3.2 Access. The Company will, and will cause its Subsidiaries
and each of the Company's and its Subsidiaries' officers, directors, employees,
agents, representatives, accountants and counsel to: (a) afford the officers,
employees and authorized agents, accountants, counsel, financing sources and
representatives of TWC reasonable access, during normal business hours, to the
offices, properties, other facilities, books and records of the Company and each
Subsidiary and to those officers, directors, employees, agents, accountants and
counsel of the Company and of each Subsidiary who have any knowledge relating to
the Company or any Subsidiary and (b) furnish to the officers, employees and
authorized agents, accountants, counsel, financing sources and representatives
of TWC, such additional financial and operating data and other information
regarding the assets, properties and goodwill of the Company and its
Subsidiaries (or legible copies thereof) as TWC may from time to time reasonably
request (other than information and material from the Company's counsel which is
subject to the attorney/client privilege, which information and material will be
made available to the TWC Designees in their capacity as members of the Board).
3.3 Independent Board. Each Investor will use its best efforts
to cause the Board at all times during the Initial Period to be comprised of no
more or less than seven (7) directors, four (4) of whom shall be Independent
Company Directors, one (1) of whom shall be the Chief Executive Officer of the
Company (or such other executive officer of the Company as is designated by a
majority of the Board) and two (2) of whom shall be TWC Designees; provided,
however, that in the event of a New Investment, each Investor will use its best
efforts to cause the Board to be comprised of no less than seven (7) and no more
than nine (9) directors, four (4) of whom shall be Independent Company
Directors, one (1) of whom shall be the Chief Executive Officer of the Company
(or such other executive officer of the Company as is designated by a majority
of the Board), two (2) of whom shall be TWC Designees and up to two (2) of whom
shall be designated by the New Investor for election to the Board.
3.4 Replacement Committee Independent Company Directors.
(a) During the Initial Period, the Company and TWC will use
their best efforts to ensure that there shall be a nominating committee
consisting of all of the then existing Committee Independent Company Directors
(the "Independent Nominating Committee"). The Independent Nominating Committee
shall not be deemed to be a committee of the Board and shall be constituted
solely for the purposes of Section 3.4(b) below.
(b) If, during the Initial Period, any Committee Independent
Company Director resigns, is disqualified, is removed, or dies, then a majority
of the Independent Nominating Committee shall select two (2) nominees to replace
such Committee Independent Company Director (a "Replacement Committee
Independent Company Director Nominee"), and shall promptly notify TWC of those
nominees in writing. TWC will then have 14 days from the receipt of such notice
to reject one (1) of those nominees by giving the Independent Nominating
Committee written notice of such rejection; provided, however, that this time
shall be extended if TWC requests to meet the nominees; provided, further, that
TWC shall give written notice of such rejection no later than three (3) days
after the later of such meetings with each nominee.
TWC will use its reasonable best efforts to meet the nominees, if so requested,
as soon as practicable. If TWC gives timely notice of such a rejection, then the
other nominee will automatically become a Replacement Committee Independent
Company Director Nominee. If TWC does not timely reject a nominee, then a
majority of the Independent Nominating Committee will select which of the two
(2) nominees shall become a Replacement Committee Independent Company Director
Nominee. Upon completion of this selection process, the Company and TWC will use
their best efforts to cause the Replacement Committee Independent Company
Director Nominee to be appointed to the Board.
(c) If there are no remaining Committee Independent Company
Directors (because each has resigned, been disqualified, been removed or died or
intends to resign, or will be disqualified or be removed), a majority of the
departing Committee Independent Company Directors shall select Replacement
Committee Independent Company Director Nominees pursuant to (b) above.
3.5 Voting for Company Nominees. During the Initial Period,
each Investor will vote all Voting Securities that it beneficially owns at any
meeting of stockholders at which there is an election of directors, or will
execute written consents for such purpose at the request of the Company, for (i)
the election of any of the Committee Independent Company Directors upon
expiration of any Committee Independent Company Director's term, and (ii) the
election of any Replacement Committee Independent Company Director Nominee who
has been selected pursuant to the procedures detailed in Section 3.4 above.
3.6 Confidentiality. (a) Each Investor agrees to maintain, and
to cause each of its directors, officers, employees and other representatives
(including any TWC Designee) to maintain, the confidentiality of all information
obtained by the Investor pursuant to Section 3.2 hereof, and not to use such
information for any purpose other than the evaluation of such Investor's
investment in the Company and the exercise by TWC Designees of their fiduciary
duties as directors of the Company.
(b) Notwithstanding the foregoing, the confidentiality
obligations of Section 3.6(a) will not apply to information obtained other than
in violation of this Agreement: (i) which any Investor or any of its officers,
employees, representatives, consultants or advisors is required to disclose by
judicial or administrative process, or by other requirements of applicable law
or any governmental authority, provided that where and to the extent practicable
the disclosing party gives the other party reasonable notice of any such
requirement and the opportunity to seek appropriate protective measures and
cooperates with such party in attempting to obtain such protective measures;
(ii) which becomes available to the public other than as a result of a breach of
Section 3.6(a); (iii) which has been provided to any Investor or any of its
officers, employees, representatives, consultants or advisors by a third party
who obtained such information other than from any such Person or other than as a
result of a breach of Section 3.6(a); or (iv) which is required to enable such
Investor to enforce its rights hereunder.
(c) The restrictions contained in this Section 3.6 will
continue to apply to each Investor for a period of two years following the
termination of this Article III pursuant to Section 4.2(a).
IV. EFFECTIVENESS AND TERMINATION
4.1 Effectiveness. This Agreement will become effective with
no other action by the parties immediately upon the occurrence of the Release,
and until that time this Agreement shall have no force or effect.
4.2 Termination The provisions of this Agreement will
terminate, and be of no further force or effect (other than with respect to
prior breaches), as follows:
(a) Article III will terminate at such time as the Investor
shall cease to have the right to designate a TWC Designee.
(b) Any portion or all of this Agreement will terminate and be
of no further force and effect upon a written agreement of the parties to that
effect.
(c) Notwithstanding Sections 4.2 (a) and (b) above, this
Agreement shall terminate and be of no further force and effect as if it had
never existed as to TWC and its Affiliates immediately upon the release of the
Escrowed Property in accordance with Section 4.1 of the Escrow Agreement.
V. MISCELLANEOUS
5.1 Company Action. Any action or determination not to act by
the Company under this Article V shall only be at the direction of a majority of
the Independent Company Directors.
5.2 Specific Performance. The parties agree that any breach by
any of them of any provision of this Agreement would irreparably injure the
Company or any Investor, as the case may be, and that money damages would be an
inadequate remedy therefor. Accordingly, the parties agree that the other
parties will be entitled to one or more injunctions enjoining any such breach
and requiring specific performance of this Agreement and consent to the entry
thereof, in addition to any other remedy to which such other parties are
entitled at law or in equity.
5.3 Notices. All notices, requests and other communications to
either party hereunder will be in writing (including telecopy or similar
writing) and will be given:
If to the Company, to:
WilTel Communications Group, Inc.
Xxx Xxxxxxxxxx Xxxxxx
Xxxxx, Xxxxxxxx 00000
Attention: P. Xxxxx Xxxxxxx, Jr., Esq.
Fax: (000) 000-0000
with a copy to: and:
Xxxxx, Day, Xxxxxx & Xxxxx Xxxxxxxx & Xxxxx
000 Xxxx 00xx Xxxxxx 000 Xxxxx Xxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000 Suite 3400
Attention: Xxxxxxx Xxxx, Esq. Xxx Xxxxxxx, XX 00000
Fax: (000) 000-0000 Attention: Xxxxxxx X. Xxxxx, Esq.
Fax: (000) 000-0000
If to TWC, to:
The Xxxxxxxx Companies, Inc.
Xxx Xxxxxxxx Xxxxxx
Xxxxx, XX 00000
Attention: Xxxx X. XxXxxxxx
Xxxxx Xxxxx, Esq.
Fax: (000)000-0000
with a copy to:
White & Case LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxx, Esq.
Fax: (000) 000-0000
and
White & Case LLP
First Union Financial Center
000 Xxxxx Xxxxxxxx Xxxxxxxxx
Xxxxx, XX 00000-0000
Attention: Xxxxxx X Xxxxxx, Esq.
Fax: (000) 000-0000
or such other address or telecopier number as such party may hereafter specify
by notice to the other party hereto. Each such notice, request or other
communication will be effective only when actually delivered at the address
specified in this Section 5.3, if delivered prior to 5:00 p.m.(local time) and
such day is a business day, and if not, then such notice, request or other
communication will not be effective until the next succeeding business day.
5.4 Amendments: No Waivers. (a) Any provision of this
Agreement may be amended or waived if, and only if, such amendment or waiver is
in writing and signed, in the case of an amendment, by the Company and TWC (who
will have the authority to bind all Investors), or in the case of a waiver, by
the party against whom the waiver is to be effective.
(a) No failure or delay by any party in exercising any right,
power or privilege hereunder will operate as a waiver thereof nor will any
single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights and
remedies herein provided will be cumulative and not exclusive of any rights or
remedies provided by law.
5.5 Successors and Assigns. The provisions of this Agreement will
be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, provided, however, that none of the parties
may assign, delegate or otherwise transfer any of their rights or obligations
under this Agreement without the written consent of the other parties hereto,
except that TWC may transfer any of its rights hereunder to any of its
Subsidiaries (and any such Subsidiary may further transfer its rights hereunder
to other Subsidiaries of TWC). Neither this Agreement nor any provision hereof
is intended to confer upon any Person other than the parties hereto or their
permitted transferees any rights or remedies hereunder
5.6 Rule 144 Eligibility. The Company agrees that, if the Company
is required to file reports under the Exchange Act, for so long as and to the
extent necessary to permit any Investor to sell any Voting Securities pursuant
to Rule 144, the Company will use its reasonable efforts to file, on a timely
basis, all reports required to be filed with the SEC by it pursuant to Section
13 of the Exchange Act, furnish to the Investors upon request a written
statement as to whether the Company has complied with such reporting
requirements during the 12 months preceding any proposed sale under Rule 144 and
otherwise use its reasonable efforts to permit such sales pursuant to Rule 144.
5.7 Counterparts; Effectiveness. This Agreement may be signed in
any number of counterparts, each of which will be deemed an original, with the
same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement will become effective when each party hereto receives
a counterpart hereof signed by the other party hereto. A facsimile copy of a
signature page shall be deemed to be an original signature page.
5.8 Entire Agreement. This Agreement constitutes the entire
agreement among the parties with respect to the subject matter hereof and
supersedes all prior agreements, understandings and negotiations, both written
and oral, between the parties with respect thereto.
5.9 Governing Law. This Agreement will be construed in accordance
with and governed by the laws of the State of New York, without giving effect to
the principles of conflict of laws thereof.
5.10 Calculation of Beneficial Ownership. Any provision in this
Agreement that refers to a percentage of Common Stock or Voting Securities will
be calculated based on the aggregate number of issued and outstanding securities
at the time of such calculation, but will not include in the denominator any
such securities issuable upon any options, warrants or other securities that are
exercisable for such securities.
5.11 Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstances, is
held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every
other respect and of the remaining provisions contained herein will not be in
any way impaired thereby, it being intended that all of the rights and
privileges of the parties hereto will be enforceable to the fullest extent
permitted by law.
5.12 Jurisdiction; Consent to Service of Process. Each party
hereby irrevocably submits, for itself and its property, to the non-exclusive
jurisdiction of the Supreme Court of the State of New York located in New York,
New York or the United States District for the Southern District of New York (as
applicable, a "New York Court"), and any appellate court from any such court, in
any suit, action or proceeding arising out of or relating to this Agreement, or
for recognition or enforcement of any judgment resulting from any such suit,
action or proceeding, and each party hereby irrevocably and unconditionally
agrees that all claims in respect of any such suit, action or proceeding may be
heard and determined in the New York Court. Each party hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do
so, (i) any objection which it may now or hereafter have to the laying of venue
of any suit, action or proceeding arising out of or relating to this Agreement
in the New York Court, (ii) the defense of an inconvenient forum to the
maintenance of such suit, action or proceeding in any such court, and (iii) the
right to object, with respect to such suit, action or proceeding, that such
court does not have jurisdiction over such party. Each party irrevocably
consents to service of process in any manner permitted by law.
5.13 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO IRREVOCABLY
WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR
COUNTERCLAIM, WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY, ARISING OUT OF
OR IN ANY WAY RELATED TO THIS AGREEMENT.
5.14 No Strict Construction. The parties hereto have participated
jointly in the negotiation and drafting of this Agreement. In the event an
ambiguity or question of intent or interpretation arises, this Agreement will be
construed as if drafted jointly by the parties hereto, and no presumption or
burden of proof will arise favoring or disfavoring any party by virtue of the
authorship of any of the provisions of this Agreement.
5.15 Relationship to Certain Restrictions in the Company's
Articles of Incorporation. Neither (a) the approval of the Board of Directors of
the Company of this Agreement, the transactions contemplated hereby or any of
the transactions contemplated by the Plan consummated in connection with the
execution and delivery of this Agreement or (b) the Company's execution and
delivery of this Agreement, will in any such case be deemed to be approval of
any transaction or transfer of Securities for purposes of Article IV, Section
3.C. or 3.G. of the Articles of Incorporation, whether or not such transaction
or Transfer would otherwise be permitted under this Agreement.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.
THE XXXXXXXX COMPANIES, INC.
By: /s/ XXXX X. XXXXXXXX
--------------------------------------
Name: Xxxx X. XxXxxxxx
Title: Senior Vice President and
Chief Financial Officer
WILTEL COMMUNICATIONS GROUP, INC.
By: /s/ XXXXXX X. XXXXXX
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
