1
EXHIBIT 10.2
SONERA AGREEMENT
EXECUTION COPY
VOICESTREAM STOCKHOLDERS AGREEMENT
This VoiceStream Stockholders Agreement (this "Agreement")
dated as of August 26, 2000 among Powertel, Inc., a Delaware corporation
("Powertel"), each of the stockholders of VoiceStream listed on the signature
page hereto (each, a "Stockholder" ), and VoiceStream Wireless Corporation, a
Delaware corporation ("VoiceStream") solely for purposes of Section 6.
WHEREAS, simultaneously with the execution of this Agreement,
VoiceStream and Powertel are entering into an Agreement and Plan of Merger (the
"Powertel Merger Agreement"), dated as of the date hereof, providing, among
other things, for the merger of a subsidiary of VoiceStream with and into
Powertel (the "Merger");
WHEREAS, Powertel has agreed to enter into the Powertel
Merger Agreement only if the VoiceStream Principal Stockholders enter into a
VoiceStream Voting Agreement, including this Agreement;
WHEREAS, in the Powertel Merger Agreement VoiceStream has
agreed, subject to the conditions set forth therein, to acquire all of the
shares of Powertel Common Stock (as defined below);
NOW THEREFORE, in consideration of the foregoing and the
mutual premises, representations, warranties, covenants and agreements
contained herein and in the Merger Agreement, the parties hereto, intending to
be legally bound hereby, agree as follows:
1. Certain Definitions.
This Agreement is one of the VoiceStream Voting Agreements
referenced in the recitals to the Powertel Merger Agreement. For the purposes
of this Agreement, all capitalized terms used but not otherwise defined herein
shall have the respective meanings given to such terms in the Powertel Merger
Agreement.
For the purposes of this Agreement, the words "beneficially
owned" or "beneficial ownership" shall include, with respect to any securities,
the beneficial ownership by a Stockholder and by any direct or indirect
Subsidiary of a Stockholder.
"Transfer" means, with respect to any security, the sale,
transfer, pledge, hypothecation, encumbrance, assignment or other disposition
of such security or the record or beneficial ownership thereof, the offer to
make such a sale, transfer or other disposition, and each agreement,
arrangement or understanding, whether or not in writing, to effect any of the
foregoing.
2. Representations; Warranties and Covenants of Each
Stockholder. Each Stockholder hereby represents and warrants, severally and not
jointly, to Powertel, solely with respect to itself, as follows:
2
(a) Title. As of the date hereof, such Stockholder is
the sole record or beneficial owner of the number of shares of VoiceStream
Common Stock or VoiceStream preferred stock, as the case may be, set forth
opposite such Stockholder's name on Exhibit A attached hereto (with respect to
each Stockholder, such Stockholder's "Existing Shares" and, together with
record or beneficial ownership of any shares of VoiceStream Common Stock or
other voting capital stock of VoiceStream acquired after the date hereof,
whether upon the exercise of warrants or options, conversion of VoiceStream
preferred stock or any convertible securities or otherwise, such Stockholder's
"Shares"), and/or the number of warrants, options or other rights to acquire or
receive such VoiceStream Common Stock or VoiceStream preferred stock, as the
case may be, set forth opposite such Stockholder's name on Exhibit A attached
hereto (with respect to each Stockholder, such Stockholder's "Existing Rights"
and, together with record or beneficial ownership of any warrants, options or
other rights to acquire or receive such shares of VoiceStream Common Stock or
other voting capital stock of VoiceStream acquired after the date hereof, such
Stockholder's "Rights"). Such Stockholder is the lawful owner of the Existing
Shares and Existing Rights, free and clear of all liens, claims, charges,
security interests or other encumbrances, except as disclosed on Exhibit A. As
of the date hereof, the Existing Shares constitute all of the capital stock of
VoiceStream owned of record or beneficially by such Stockholder (excluding the
Existing Rights) and such Stockholder does not own of record or beneficially,
or have the right to acquire (whether currently, upon lapse of time, following
the satisfaction of any conditions, upon the occurrence of any event or any
combination of the foregoing) any shares of VoiceStream Common Stock or
VoiceStream preferred stock or any other securities convertible into or
exchangeable or exercisable for shares of VoiceStream Common Stock, except
pursuant to the Existing Rights.
(b) Right to Vote. Except as disclosed on Exhibit A,
such Stockholder has, and (subject to the provisions of Section 3(a)) will have
at the VoiceStream Stockholders' Meeting, with respect to all of such
Stockholder's Shares listed on Exhibit A and acquired subsequent to the date
hereof and prior to the record date for the VoiceStream Stockholders' Meeting,
sole voting power, sole power of disposition or sole power to issue
instructions with respect to the matters set forth in Section 4 hereof and to
fulfill its obligations under such Section and shall not take any action or
grant any person any proxy (revocable or irrevocable) or power-of-attorney with
respect to any Shares or Rights inconsistent with his or its obligations as
provided by Section 4 and Section 5 hereof. Each Stockholder hereby revokes any
and all proxies with respect to such Stockholder's Existing Shares to the
extent they are inconsistent with the Stockholders' obligations under this
Agreement.
(c) Authority. Such Stockholder has full legal power,
authority, legal capacity and right to execute and deliver, and to perform its
or his obligations under, this Agreement. No proceedings or actions on the part
of such Stockholder other than those already taken are necessary to authorize
the execution, delivery or performance of this Agreement or the consummation of
the transactions contemplated hereby. This Agreement has been duly and validly
executed and delivered by such Stockholder and constitutes a valid and binding
agreement of such Stockholder enforceable against such Stockholder in
accordance with its terms, subject to (i) bankruptcy, insolvency, moratorium
and other similar laws now or hereafter in effect relating to or affecting
creditors rights generally and (ii) general principles of equity (regardless of
whether considered in a proceeding at law or in equity).
2
3
(d) Conflicting Instruments. Neither the execution and
delivery of this Agreement nor the performance by such Stockholder of its
agreements and obligations hereunder will result in any breach or violation of,
or be in conflict with or constitute a default under, any term of any
agreement, judgment, injunction, order, decree, federal law or regulation to
which such Stockholder is a party or by which such Stockholder (or any of its
assets) is bound.
(e) Powertel's Reliance. Such Stockholder understands
and acknowledges that Powertel is entering into the Powertel Merger Agreement
in reliance upon such Stockholder's execution, delivery and performance of this
Agreement.
3. Restriction on Transfer; Other Restrictions.
(a) From the date hereof until the later of January 1,
2001 and the date of the VoiceStream Stockholders' Meeting, each Stockholder
agrees not to Transfer any Shares or Rights owned of record or beneficially by
such Stockholder, except as otherwise permitted by this Section 3 or pursuant
to the Powertel Merger Agreement or the DT Merger Agreement, Transfers to any
Affiliate of the Stockholder who agrees in writing to be bound by the terms of
this Agreement or Transfers which occur by operation of law if the transferee
remains, or agrees in writing to remain, bound by the terms of this Agreement,
other than, in each case, with Powertel's prior written consent, provided,
however, that this Section 3(a) shall cease to be of any force or effect
immediately upon termination of the Powertel Merger Agreement.
(b) Each Stockholder agrees that if at any time during
the period beginning on the later of January 1, 2001 and the date of the
VoiceStream Stockholders' Meeting and continuing until the first to occur of
(1) the Effective Time and (2) the termination of the Powertel Merger
Agreement, the Stockholders propose to Transfer, or exercise or propose to
exercise registration rights with respect to, more than 25% of the
Stockholders' Shares (individually or in the aggregate with other Transfers
made during such period), such Stockholder will notify the Powertel
stockholders listed on Exhibit B attached hereto ("the "Powertel Stockholders")
in writing at the addresses set forth on Exhibit B at least three Business Days
in advance of such proposed Transfer or exercise of rights, whichever is first
to occur, and shall waive any right of such Stockholder to preclude or delay
the filing of a registration statement or a Transfer by the Powertel
Stockholders with respect to Powertel Stock up to the amounts permitted under
Section 3.3 of such Powertel Stockholders' Powertel Stockholders Agreements
with VoiceStream (as such amounts may be increased by the provisions of such
Section 3.3).
(c) Each Stockholder agrees that if at any time during
the period beginning on the Effective Time through and including the six (6)
month anniversary of the Effective Time, the Stockholders propose to Transfer,
or exercise or propose to exercise registration rights with respect to more
than such number of Shares that the Stockholders are permitted to Transfer
under Rule 144 promulgated under the Securities Act, including the volume
restriction contained therein (individually or in the aggregate with other
Transfers made during such period), such Stockholder will notify the Powertel
Stockholders in writing at least three Business Days in advance of such
proposed Transfer or exercise of rights, whichever is first to occur, and, at
the Stockholders' option, either (i) allow each Powertel Stockholder to include
a proportionate percentage (i.e., a percentage equivalent to the ratio of the
total number of Shares offered for sale
3
4
by the Stockholders to the total number of Shares beneficially owned by the
Stockholders) of the total number of shares of VoiceStream Common Stock
beneficially owned by such Powertel Stockholder in any registration statement
requested to be filed by the Stockholders or (ii) shall waive any right that
such Stockholder may have to preclude or delay the filing of a registration
statement by any of the Powertel Stockholders covering a number of shares up to
that permitted under Section 3.4 of such Powertel Stockholders' Powertel
Stockholders Agreements with VoiceStream (as such number may be increased by
the provisions of Section 3.4).
4. Agreement to Vote. Each Stockholder hereby
irrevocably and unconditionally agrees to vote or to cause to be voted or
provide a consent with respect to, all Shares that he, she or it owns of record
or beneficially as of the record date for the VoiceStream Stockholders' Meeting
at the VoiceStream Stockholders' Meeting and at any other annual or special
meeting of stockholders of VoiceStream or action by written consent where such
matters arise in favor of the Powertel Merger Agreement and, if required, the
other transactions referenced in the Powertel Merger Agreement, and against the
liquidation or winding up of VoiceStream.
5. Delivery of Proxy. In furtherance of the agreements
contained in Section 4 hereof, each Stockholder hereby agrees (a) to complete
and send the proxy card received by such Stockholder with the Joint Proxy
Statement, so that such proxy card is received by VoiceStream, as prescribed by
the Joint Proxy Statement, not later than the fifth Business Day preceding the
day of the VoiceStream Stockholders Meeting, (b) to vote, by completing such
proxy card but not otherwise, all the Shares he, she or it owns of record or
beneficially as of the record date for the VoiceStream Stockholder' Meeting (i)
in favor of the Powertel Merger Agreement and, if required, the other
transactions referenced in the Powertel Merger Agreement and (ii) if the
opportunity to do so is presented to such Stockholder on the proxy card,
against the liquidation or winding up of VoiceStream and (c) not to revoke any
such proxy.
6. Amendment of Existing Voting Agreements. The
Stockholders and certain other stockholders of VoiceStream are parties to a
Voting Agreement dated February 25, 2000 (as amended May 4, 2000), and a
certain First Amended and Restated Voting Agreement dated July 23, 2000 which
will take effect in accordance with its terms (collectively the "Existing
Voting Agreements") pursuant to which they have agreed to vote all shares of
VoiceStream Common Stock and VoiceStream preferred stock beneficially owned by
each of them at the time of such vote in the election of directors in
accordance with the procedures and provisions set forth in such agreements. On
or before the Effective Time, provided that the Stockholders are still subject
to the Existing Voting Agreements, VoiceStream and the Stockholders agree to
execute and deliver, and VoiceStream agrees that it will make commercially
reasonable efforts to cause the other parties to the Existing Voting Agreements
to execute and deliver, an amendment to the Existing Voting Agreements (the
"Amended Voting Agreement") on terms mutually satisfactory to VoiceStream, the
Stockholders, the Powertel Principal Stockholders (who will become parties to
the Amended Voting Agreement), and the other parties who are presently parties
to the Existing Voting Agreements, providing for: (i) the nomination of one
representative of the Powertel stockholders to the VoiceStream Board of
Directors who shall be initially designated by the Powertel Board of Directors
and who shall also be reasonably satisfactory to VoiceStream; (ii) the creation
of a vacancy on the VoiceStream Board of Directors (and the approval of any
Bylaw amendments or other actions required to do so); (iii)
4
5
the appointment of such nominee (and any successor nominee) to a newly created
vacancy on the VoiceStream Board of Directors; and (iv) an agreement to vote
all shares of VoiceStream Common Stock and other voting securities of
VoiceStream (and all securities received in exchange, replacement or
substitution therefore, or as a dividend or result of a stock split with
respect thereto) owned of record or beneficially by the Stockholders at the
time of such vote for such nominee (and any successor nominee) at the first two
annual meetings after the Effective Time. If VoiceStream and the Stockholders
are unable to cause the execution of an Amended Voting Agreement, they shall
execute a separate voting agreement with the Powertel Principal Stockholders
and such other VoiceStream stockholders who agree to enter into such separate
voting agreement on terms and conditions substantially similar to the Existing
Voting Agreements making the same additional provisions as set forth in the
preceding sentence. Prior to the Effective Time, the Powertel Board of
Directors may make such provisions as it deems appropriate for successor
nominees each of which shall be reasonably satisfactory to VoiceStream. After
the Effective Time, any nominee or successor nominee shall be selected by
mutual agreement of ITC Holding Company, Inc., a Delaware corporation
("ITCORP") and SCANA Communications Holdings, Inc., a Delaware corporation
("SCORP") or, if no such agreement can be reached, by whichever of ITCORP and
SCORP beneficially owns the larger number of shares of VoiceStream Common Stock
and VoiceStream preferred stock (on an as-if-converted basis).
7. Additional Shares and Additional Rights. If, after
the date hereof, a Stockholder acquires record or beneficial ownership of any
additional shares of capital stock of VoiceStream (any such shares, "Additional
Shares"), including, without limitation, upon exercise of any option, warrant
or right to acquire shares of capital stock of VoiceStream, through the
conversion of the VoiceStream preferred stock or through any stock dividend or
stock split (any such options, warrants or rights, "Additional Rights"), the
provisions of this Agreement applicable to the Shares shall be applicable to
such Additional Shares and Additional Rights from and after the date of
acquisition thereof. The provisions of the immediately preceding sentence shall
be effective with respect to Additional Shares without action by any Person
immediately upon the acquisition by any Stockholder of record or beneficial
ownership of such Additional Shares or Additional Rights.
8. Miscellaneous.
(a) Entire Agreement. This Agreement constitutes the
entire agreement among the parties with respect to the subject matter hereof.
(b) Costs and Expenses. All costs and expenses incurred
in connection with this Agreement and the transactions contemplated hereby
shall be paid by the party incurring such expenses.
(c) Invalid Provisions. If any provision of this
Agreement shall be invalid or unenforceable under applicable law, such
provision shall be ineffective to the extent of such invalidity or
unenforceability only, without it affecting the remaining provisions of this
Agreement.
5
6
(d) Execution in Counterparts. This Agreement may be
executed in counterparts transmitted and delivered by facsimile each of which
shall be an original with the same effect as if the signatures hereto and
thereto were upon the same instrument.
(e) Specific Performance. Each Stockholder agrees with
Powertel as to himself or itself that if for any reason such Stockholder fails
to perform any of his or its agreements or obligations under this Agreement,
irreparable harm or injury to Powertel would be caused as to which money
damages would not be an adequate remedy. Accordingly, each Stockholder agrees
that, in seeking to enforce this Agreement against such Stockholder, Powertel
shall be entitled, in addition to any other remedy available at law, equity or
otherwise, to specific performance and injunctive and other equitable relief.
The provisions of this Section 8(e) are without prejudice to any other rights
or remedies, whether at law or in equity, that Powertel may have against such
Stockholder for any failure to perform any of its agreements or obligations
under this Agreement.
(f) Amendments; Termination.
(i) This Agreement, including this Section
8(f), may not be modified, amended, altered or supplemented, except
upon the execution and delivery of a written agreement executed by the
parties hereto.
(ii) The provisions of this Agreement (other
than Sections 3, 4 and 6) shall terminate upon the earliest to occur
of (A) the consummation of the Merger, (B) the date that is two (2)
years after the date hereof, and (C) the termination of the Merger
Agreement. The provisions of Sections 3(a), 3(b) and 4 of this
Agreement shall terminate when the applicable time periods set forth
in Section 3 lapse, and the provisions of Section 3(c) shall terminate
on the earlier of the six (6) month anniversary of the Effective Time
or upon the termination of the Powertel Merger Agreement. The
provisions of Section 6 shall terminate upon earlier of the execution
and delivery of a new or amended voting agreement or the termination
of the Powertel Merger Agreement.
(g) Governing Law; Submission and Jurisdiction.
(i) This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without
giving effect to the principles of conflicts of laws thereof.
(ii) Each of the parties hereto irrevocably
agrees that any legal action or proceeding with respect to this
Agreement or for recognition and enforcement of any judgment in
respect hereof brought by the other party hereto or its successors or
assigns shall be brought and determined only in the United States
District Court for the State of Delaware or, in the event (but only in
the event) that such court does not have subject matter jurisdiction
over such action or proceeding, in the courts of the State of
Delaware. Each of the parties hereto hereby irrevocable submits with
regard to any such action or proceeding for itself and in respect to
its property, generally and unconditionally, to the personal
jurisdiction of the aforesaid courts. Each of the parties hereto
hereby irrevocably waives, and agrees not to assert, by way of motion,
as a defense,
6
7
counterclaim or otherwise, in any action or proceeding with respect to
this Agreement, (A) any claim that it is not personally subject to the
jurisdiction of the above-named courts for any reason other than the
failure to serve in accordance with this Section 8(g)(ii) or that it
or its property is exempt or immune from jurisdiction of any such
court or from any legal process commenced in such courts (whether
through service of notice, attachment prior to judgment, attachment in
aid of execution of judgment, execution of judgment or otherwise), and
(B) to the fullest extent permitted by the applicable law, that (x)
the suit, action or proceeding in such court is brought in an
inconvenient forum, (y) the venue of such suit, action or proceeding
is improper and (z) this Agreement, or the subject matter hereof, may
not be enforced in or by such courts. Without limiting the foregoing,
each party agrees that service of process on such party as provided in
Section 8(i) shall be deemed effective service of process on such
party.
(h) Successors and Assigns. The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective legal successors (including, in the case of such
Stockholder or any other individual, any executors, administrators, estates,
legal representatives and heirs of such Stockholder or such individual) and
permitted assigns; provided that, except as otherwise provided in this
Agreement, no party may assign, delegate or otherwise transfer any of its
rights or obligations under this Agreement.
(i) Notices. All notices and other communications given
or made pursuant hereto shall be in writing and shall be deemed to have been
duly given or made as of the date of receipt and shall be delivered personally
or sent by overnight courier or sent by telecopy, to the Parties at the
following addresses or telecopy numbers (or at such other address or telecopy
number for a party as shall be specified by like notice):
(i) if to a Stockholder, at such Stockholder's
address appearing on Exhibit A hereto or at any other address that
such Stockholder may have provided in writing to Powertel and the
other Stockholders,
with a copy to:
Xxxxxxx Xxxxx & Xxxxx LLP
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxx, Esq.
Telecopy No: 206-623-7022
And a copy to:
Xxxxxxxx, Xxxxxx & Xxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxx
Facsimile: 000-000-0000
7
8
(ii) if to Powertel:
Powertel, Inc.
0000 X.X. Xxxxxxx Xxxxx
Xxxx Xxxxx, XX 00000
Attention: Chairman of the Board
Facsimile: 000-000-0000
with a copy to:
Xxxxxx Xxxxxxx & Xxxxxx, L.L.P.
1600 Atlanta Financial Center
0000 Xxxxxxxxx Xxxx, XX
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxx Xxxxxx IV
Facsimile: 000-000-0000
(j) Waiver of Immunity. Stockholder agrees that, to the
extent that it or any of its property is or becomes entitled at any time to any
immunity on the grounds of sovereignty or otherwise based upon its status as an
agency or instrumentality of government from any legal action, suit or
proceeding or from setoff or counterclaim relating to this Agreement from the
jurisdiction of any competent court, from service of process, from attachment
prior to judgment, from attachment in aid of execution of a judgment, from
execution pursuant to a judgment or arbitral award, or from any other legal
process in any jurisdiction, it, for itself and its property expressly,
irrevocably and unconditionally waives, and agrees not to plead or claim, any
such immunity with respect to such matters arising with respect to this
Agreement or the subject matter hereof (including any obligation for the
payment of money). Stockholder agrees that the waiver in this provision is
irrevocable and is not subject to withdrawal in any jurisdiction or under any
statute, including the Foreign Sovereign Immunities Act, 28 U.S.C. ss. 1602 et
seq. The foregoing waiver shall constitute a present waiver of immunity at any
time any action is initiated against Stockholder with respect to this
Agreement.
(k) Third Party Beneficiaries. This Agreement is entered
into solely for the benefit of the parties hereto and no person other than such
parties, and their respective successors and permitted assigns to the extent
expressly provided herein, may exercise any right or enforce any obligation
hereunder; provided, however, that the Powertel Stockholders shall be deemed to
be third party beneficiaries of this Agreement solely with respect to the
notification provisions contained in Sections 3(b) and 3(c) hereof.
8
9
STOCKHOLDERS SIGNATURE PAGE - SONERA
IN WITNESS WHEREOF, the parties hereto have executed this
VoiceStream Stockholders Agreement as of this 26th day of August, 2000.
VOICESTREAM WIRELESS CORPORATION
By: /s/ Xxxxx Xxxxxxxxx
-----------------------------
Name: Xxxxx Xxxxxxxxx
Title: Executive Vice
President --
Finance, Strategy
and Development
POWERTEL, INC.
By: /s/ Xxxxx X. Xxxxx
-----------------------------
Name: Xxxxx X. Xxxxx
Title: President and
Chief Executive
Officer
SONERA CORPORATION
By: /s/ Olli X. Xxxxxxxx
-----------------------------
Name: Olli X. Xxxxxxxx
Title: General Counsel of
Sonera Corp. U.S.,
Attorney-in-Fact
SONERA HOLDING B.V.
By: /s/ Olli X. Xxxxxxxx
-----------------------------
Name: Olli X. Xxxxxxxx
Title: General Counsel of
Sonera Corp. U.S.,
Attorney-in-Fact
9
10
EXHIBIT A
Stockholder Name and Address Number of Existing Shares
---------------------------- -------------------------
Sonera Corporation 10,203,843
X.X. Xxx 000
XXX-00000-XXXXXX
Xxxxxxxxxxxxxx 00, Xxxxxxxx
Attn: Kaj-Xxxx Xxxxxxxx,
Deputy Chief Executive Officer
Facsimile: 011 358 2040 3770
Sonera Holding, B.V. 8,771,930
x/x Xxxxxx Xxxxxxxxxxx
X.X. Xxx 000
XXX-00000-XXXXXX
Xxxxxxxxxxxxxx 00, Xxxxxxxx
Attn: Kaj-Xxxx Xxxxxxxx,
Deputy Chief Executive Officer
Facsimile: 011 358 2040 3770
Total 18,975,773
----------
The Shares listed above are subject to a Stockholders Agreement executed among
the Stockholders and Deutsche Telekom AG, dated as of July 23, 2000, and an
Investor Agreement among Sonera Ltd. and VoiceStream Wireless Corporation,
dated as of September 17, 1999.
11
EXHIBIT B
POWERTEL STOCKHOLDERS
----------------------------------------------------------------------------------------------------
ITC Holding Corporation, Inc. 000 Xxxx Xxx Xxxxxx
ITC Service Company Xxxxx, XX 00000-0000
ITC Wireless, Inc.
0000 00xx Xxxxxx ABOVE ADDRESS FOR THE FOLLOWING STOCKHOLDERS:
Valley, AL 36854
Xxxxxx X. Xxxxxx
----------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
Sonera Holding, B.V. The Xxxxxx Partnership, L.P., Xxxxxx X. Xxxxxx, General
x/x Xxxxxx Xxxxxxxxxxx Xxxxxxx
X.X. Xxx 000
XXX-00000-XXXXXX The Xxxxxx Partnership (QP), L.P., Xxxxxx X. Xxxxxx,
Xxxxxxxxxxxxxx 00, Xxxxxxxx General Partner
Attn: Kaj-Xxxx Xxxxxxxx,
Deputy Chief Executive Officer
Facsimile: 011 358 2040 3770
----------------------------------------------------------------------------------------------------
Sonera Corporation South Atlantic Venture Fund II, L.P., South Atlantic
P.O. Box 106 Venture Partners II, L.P., general partner, of which
FIN-00051-SONERA Xx. Xxxxxx is managing general partner
Xxxxxxxxxxxxxx 00, Xxxxxxxx
Attn: Kaj-Xxxx Xxxxxxxx, South Atlantic Venture Fund III, L.P.; South Atlantic
Deputy Chief Executive Officer Partners III, L.P., sole general partner, of which Mr.
Facsimile: 011 358 2040 3770 Xxxxxx is chairman
----------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
South Atlantic Private Equity Fund IV, L.P.; South
SCANA Communications Holdings, Inc. Atlantic Private Equity Partners IV, sole general
Delaware Avenue, Suite 510 partner, of which Xx. Xxxxxx is chairman
Xxxxxxxxxx, XX 00000-0000
----------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------
American Water Works Company South Atlantic Private Equity Fund IV (QP) L.P.;
South PO Box 1770 Atlantic Private Equity Partners IV, Inc., sole general
Xxxxxxxx, XX 00000 partner, of which Xx. Xxxxxx is chairman
----------------------------------------------------------------------------------------------------
