<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
iXL ENTERPRISES, INC.
__________________________________________
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
_______________________________________________________
(Title of Class of Securities)
450718 10 1
_____________________
(CUSIP Number)
JAMES J. CONNORS, II, ESQ.
KELSO & COMPANY
320 PARK AVENUE
NEW YORK, NY 10022
(212) 751-3939
______________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
JUNE 8, 1999
_______________________________________________________________
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: / /.
================================================================================
<PAGE>
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KELSO INVESTMENT ASSOCIATES V, L.P.
13-372-8774
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
- ------------------------------------------------------------------------------
3 SEC USE ONLY [_]
[_]
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
0 SHARES
NUMBER OF
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 15,656,096 SHARES
OWNED BY
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
0 SHARES
REPORTING
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH 15,656,096 SHARES
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,656,096 SHARES
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.3%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KELSO EQUITY PARTNERS V, L.P.
13-3787708
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
- ------------------------------------------------------------------------------
3 SEC USE ONLY [_]
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
0 SHARES
NUMBER OF
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 15,656,096 SHARES
OWNED BY
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
0 SHARES
REPORTING
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH 15,656,096 SHARES
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,656,096 SHARES
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.3%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
2
<PAGE>
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
KELSO PARTNERS V, L.P.
13-3728773
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
- ------------------------------------------------------------------------------
3 SEC USE ONLY [_]
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [_]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
0 SHARES
NUMBER OF
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 15,656,096 SHARES
OWNED BY
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
0 SHARES
REPORTING
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH 15,656,096 SHARES
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,656,096 SHARES
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.3%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
3
<PAGE>
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JOSEPH S. SCHUCHERT
###-##-####
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
- ------------------------------------------------------------------------------
3 SEC USE ONLY [_]
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
0 SHARES
NUMBER OF
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 15,656,096 SHARES
OWNED BY
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
0 SHARES
REPORTING
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH 15,656,096 SHARES
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,656,096 SHARES
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.3%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
4
<PAGE>
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FRANK T. NICKELL
###-##-####
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
- ------------------------------------------------------------------------------
3 SEC USE ONLY [_]
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
4,965 SHARES
NUMBER OF
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 15,656,096 SHARES
OWNED BY
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
4,965 SHARES
REPORTING
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH 15,656,096 SHARES
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,661,061 SHARES
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.3%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
5
<PAGE>
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MICHAEL B. GOLDBERG
###-##-####
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
- ------------------------------------------------------------------------------
3 SEC USE ONLY [_]
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
4,165 SHARES
NUMBER OF
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 15,656,096 SHARES
OWNED BY
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
4,165 SHARES
REPORTING
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH 15,656,096 SHARES
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,660,261 SHARES
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.3%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
6
<PAGE>
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GEORGE E. MATELICH
###-##-####
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
- ------------------------------------------------------------------------------
3 SEC USE ONLY [_]
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
56,950 SHARES
NUMBER OF
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 15,656,096 SHARES
OWNED BY
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
56,950 SHARES
REPORTING
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH 15,656,096 SHARES
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,713,046 SHARES
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.4%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
7
<PAGE>
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FRANK K. BYNUM, JR.
###-##-####
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
- ------------------------------------------------------------------------------
3 SEC USE ONLY [_]
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
27,000 SHARES
NUMBER OF
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 15,656,096 SHARES
OWNED BY
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
27,000 SHARES
REPORTING
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH 15,656,096 SHARES
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,683,096 SHARES
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.3%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
8
<PAGE>
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
THOMAS R. WALL, IV
###-##-####
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
- ------------------------------------------------------------------------------
3 SEC USE ONLY [_]
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
262,180 SHARES
NUMBER OF
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 15,656,096 SHARES
OWNED BY
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
262,180 SHARES
REPORTING
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH 15,656,096 SHARES
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,918,276 SHARES
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.7%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
9
<PAGE>
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DAVID I. WAHRHAFTIG
###-##-####
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
- ------------------------------------------------------------------------------
3 SEC USE ONLY [_]
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
11,690 SHARES
NUMBER OF
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 15,656,096 SHARES
OWNED BY
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
11,690 SHARES
REPORTING
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH 15,656,096 SHARES
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,667,786 SHARES
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.3%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
10
<PAGE>
- ------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PHILIP E. BERNEY
###-##-####
- ------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
- ------------------------------------------------------------------------------
3 SEC USE ONLY [_]
- ------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- ------------------------------------------------------------------------------
7 SOLE VOTING POWER
22,500 SHARES
NUMBER OF
SHARES -----------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 15,656,096 SHARES
OWNED BY
-----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
22,500 SHARES
REPORTING
PERSON -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH 15,656,096 SHARES
- ------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,678,596 SHARES
- ------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [_]
- ------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.3%
- ------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
11
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13D is filed with respect to the common stock,
par value $0.01 per share (the "Common Stock"), of iXL Enterprises, Inc. a
Delaware corporation (the "Company"). The principal executive offices of the
Company are located at 1888 Emery St., N.W., Atlanta, Georgia 30318.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement on Schedule 13D is filed by Kelso Investment Associates V,
L.P., a Delaware limited partnership ("KIA V"); Kelso Equity Partners V, L.P., a
Delaware limited partnership ("KEP V" and, together with KIA V, the "Limited
Partnerships"); Kelso Partners V, L.P., a Delaware limited partnership and the
general partner of KIA V ("KP V"); and Joseph S. Schuchert, Frank T. Nickell,
Michael D. Goldberg, George E. Matelich, Frank K. Bynum, Jr., Thomas R. Wall,
IV, David I. Wahrhaftig and Philip E. Berney, each of whom is a general partner
of KP V and of KEP V (collectively, the "General Partners" and, together with
the Limited Partnerships and KP V, the "Filing Persons"). The Filing Persons
disclaim beneficial ownership of the securities reported herein except to the
extent such securities are owned directly by any of them, respectively.
The Limited Partnerships are private investment vehicles formed for the
purpose of investing in transactions arranged by Kelso & Company, a private
merchant banking firm specializing in acquisition transactions ("Kelso"). The
principal business address of each of the Filing Persons is c/o Kelso & Company,
320 Park Avenue, New York, NY 10022. The present principal occupation of each
of the General Partners is as follows: Mr. Schuchert is Chairman of Kelso; Mr.
Nickell is President of Kelso; Mr. Goldberg is Managing Director of Kelso; Mr.
Matelich is Managing Director of Kelso; Mr. Bynum is Managing Director of Kelso;
Mr. Wall is Managing Director of Kelso; Mr. Wahrhaftig is Managing Director of
Kelso and Mr. Berney is Managing Director of Kelso. Each of the General
Partners is a citizen of the United States.
During the last five years, none of the Filing Persons has been (i)
-
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors), or (ii) a party to a civil proceeding of a judicial or
--
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of or prohibiting or mandating activities subject to federal or state
securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Limited Partnerships acquired beneficial ownership of 15,593,596
shares through a reclassification of 138,370 shares of Class A Convertible
Preferred Stock of the Company, par value $0.01 per share ("Class A Preferred
Stock"), and 10,000 shares of Class D Nonvoting Preferred Stock of the Company,
par value $0.01 per share ("Class D Preferred Stock," and
12
<PAGE>
together with the Class A Preferred Stock, the "Preferred Stock") into Common
Stock pursuant to the Amended and Restated Certificate of Incorporation of iXL
Enterprises, dated June 8, 1999 (the "Restated Certificate"). The Limited
Partnerships paid an aggregate of $29,705,000 in cash for the Preferred Stock on
April 30, 1996, April 4, 1997 and August 14, 1998; the Limited Partnerships
obtained such funds from capital contributions by their partners. KEP V acquired
beneficial ownership of 62,500 shares of Common Stock from Kelso for $750,000
cash on June 10, 1999; KEP V obtained such funds from capital contributions by
its partners. Kelso acquired such shares from the Company pursuant to a
Consulting Agreement (the "Consulting Agreement"), dated as of February 5, 1999,
by and between the Company and Kelso, in exchange for services rendered pursuant
to such agreement. The Consulting Agreement was entered into in connection with
the Company's initial public offering of 6,000,000 shares of Common Stock (the
"Offering"). The foregoing is qualified in its entirety by reference to the
Restated Certificate and the Consulting Agreement, which are filed as Exhibits 1
and 2 hereto and are incorporated herein by reference.
On December 24,1996, trusts of which Messrs. Nickell and Wall are trustees
acquired 8 shares and 2,003 shares, respectively, of Class A Preferred Stock in
a series of estate-planning transactions; on June 8, 1999, these shares were
reclassified as 800 shares and 200,300 shares, respectively, of Common Stock
pursuant to the Restated Certificate. On January 15, 1999, Mr. Berney acquired
100 shares of Class A Preferred Stock for $100,000 in cash from personal
investment funds; on June 8, 1999, these shares were reclassified as 10,000
shares of Common Stock pursuant to the Restated Certificate. On June 8, 1999,
in connection with the Company's directed share program, certain Filing Persons
purchased Common Stock for cash from their personal investment funds as follows:
Mr. Goldberg (4,165 shares; $49,980); Mr. Matelich (56,950 shares; $683,400);
Mr. Bynum (27,000 shares; $324,000); Mr. Wall (42,410 shares; $508,920); Mr.
Wahrhaftig (11,690 shares; $140,280); and Mr. Berney (12,500 shares; $150,000).
On June 8, 1999, in connection with the Company's directed share program,
certain trusts of which Messrs. Nickell and Wall are trustees acquired 23,635
shares of Common Stock for cash from trust investment funds.
ITEM 4. PURPOSE OF THE TRANSACTION.
The Limited Partnerships and Mr. Berney acquired beneficial ownership of
Common Stock pursuant to a reclassification of the Preferred Stock into Common
Stock. Messrs. Goldberg, Matelich, Bynum, Wall and Wahrhaftig acquired
beneficial ownership of shares of Common Stock for cash for the purpose of
acquiring an equity interest in the Company. Mr. Berney and KEP V acquired
beneficial ownership of additional shares of Common Stock for cash for the
purpose of increasing their common equity interests in the Company. The Limited
Partnerships and Mr. Berney acquired beneficial ownership of Preferred Stock for
the purpose of acquiring an equity interest in the Company.
Pursuant to the terms of the Restated Certificate and the Third Amended
and Restated Stockholders' Agreement, dated as of June 8, 1999 (the
"Stockholders' Agreement"), among the Company, the Limited Partnerships and the
other signatories thereto, KIA V and KEP V are entitled jointly to designate two
individuals as nominees for election to the Board of Directors of
13
<PAGE>
the Company (the "Board") for as long as KIA V and KEP V together hold 5% or
more of the outstanding Common Stock. The foregoing is qualified in its entirety
by reference to the Restated Certificate and the Stockholders' Agreement, which
are filed as Exhibits 1 and 3 hereto, and are incorporated herein by reference.
Messrs. Bynum and Wall are directors of the Company, and Mr. Bynum is a member
of the Executive Committee of the Board.
Each of the Filing Persons expects to evaluate on an ongoing basis the
Company's financial condition, business, operations and prospects, the market
price of the Common Stock, conditions in the securities markets generally,
general economic and industry conditions and other factors. Accordingly, each
Filing Person reserves the right to change its plans and intentions at any time,
as it deems appropriate. In particular, the Filing Persons may purchase
additional shares of Common Stock or may sell shares of Common Stock from time
to time in public or private transactions and/or may enter into privately
negotiated derivative transactions with institutional counterparties to hedge
the market risk of some or all of its positions in the Common Stock or other
securities. Any such transactions may be effected at anytime or from time to
time (subject to any applicable limitations imposed on the sale of any of their
shares of Common Stock by the Securities Act of 1933, as amended (the
"Securities Act"), and subject to the other restrictions described in Item 6).
Except as disclosed herein, none of the Filing Persons has any plans or
proposals which relate to or would result in any of the transactions described
in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of June 18, 1999, each of the Limited Partnerships, KP V and Mr.
Schuchert may be deemed to own beneficially an aggregate of 15,656,096 shares of
Common Stock. The Company reported in its Prospectus dated as of June 2, 1999
(the "Prospectus") that there would be 63,547,800 shares of Common Stock
outstanding after completion of the Offering. Representatives of the Company
have indicated that on June 14, 1999, the underwriters of the Offering exercised
an over-allotment option and acquired 900,000 shares as further described in the
Prospectus. Therefore, as of June 18, 1999, there are 64,447,800 shares of
Common Stock outstanding. Based on the foregoing, each of the Limited
Partnerships, KP V and Mr. Schuchert may be deemed to own beneficially in the
aggregate approximately 24.3% of the outstanding shares of Common Stock. Each
of the Limited Partnerships, KP V and Mr. Schuchert disclaim beneficial
ownership of securities reported herein except to the extent such securities are
owned directly by either of such Limited Partnerships, KP V or Mr. Schuchert,
respectively.
As of June 18, 1999, Mr. Nickell may be deemed to own beneficially an
aggregate of 15,661,061 shares including 4,965 shares of Common Stock owned by
trusts of which he is the trustee. Mr. Nickell may be deemed to own
beneficially approximately 24.3% of the outstanding shares of Common Stock. Mr.
Nickell disclaims beneficial ownership of the securities reported herein.
14
<PAGE>
As of June 18, 1999, Mr. Goldberg may be deemed to own beneficially an
aggregate of 15,660,261 shares of Common Stock. Mr. Goldberg may be deemed to
own beneficially approximately 24.3% of the outstanding shares of Common Stock.
Mr. Goldberg disclaims beneficial ownership of the securities reported herein
except to the extent such securities are owned directly by him.
As of June 18, 1999, Mr. Matelich may be deemed to own beneficially an
aggregate of 15,713,046 shares of Common Stock. Mr. Matelich may be deemed to
own beneficially approximately 24.4% of the outstanding shares of Common Stock.
Mr. Matelich disclaims beneficial ownership of the securities reported herein
except to the extent such securities are owned directly by him.
As of June 18, 1999, Mr. Bynum may be deemed to own beneficially an
aggregate of 15,683,096 shares of Common Stock. Mr. Bynum may be deemed to own
beneficially approximately 24.3% of the outstanding shares of Common Stock. Mr.
Bynum disclaims beneficial ownership of the securities reported herein except to
the extent such securities are owned directly by him.
As of June 18, 1999, Mr. Wall may be deemed to own beneficially an
aggregate of 15,918,276 shares of Common Stock (including 219,770 shares of
Common Stock owned by trusts of which is the trustee). Mr. Wall may be deemed
to own beneficially approximately 24.7% of the outstanding shares of Common
Stock. Mr. Wall disclaims beneficial ownership of the securities reported
herein except to the extent such securities are owned directly by him.
As of June 18, 1999, Mr. Wahrhaftig may be deemed to own beneficially an
aggregate of 15,667,786 shares of Common Stock. Mr. Wahrhaftig may be deemed to
own beneficially approximately 24.3% of the outstanding shares of Common Stock.
Mr. Wahrhaftig disclaims beneficial ownership of the securities reported herein
except to the extent such securities are owned directly by him.
As of June 18, 1999, Mr. Berney may be deemed to own beneficially an
aggregate of 15,678,596 shares of Common Stock. Mr. Berney may be deemed to own
beneficially approximately 24.3% of the outstanding shares of Common Stock.
Mr. Berney disclaims beneficial ownership of the securities reported herein
except to the extent such securities are owned directly by him.
None of the Filing Persons beneficially owns any shares of Common Stock
other than as set forth herein.
(b) Each Filing Person has the sole power to vote or direct the vote and
to dispose or direct the disposition, or has the shared power to vote or direct
the vote and to dispose or to direct the disposition, of shares of Common Stock
beneficially owned by such Filing Person as indicated on pages 1-11 above.
15
<PAGE>
(c) Except as set forth in Item 3, no transactions in the Common Stock
were effected by the Filing Persons during the past 60 days.
(d) No person is known by any Filing Person to have the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, any shares of Common Stock beneficially owned by any Filing Person.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Company, the Limited Partnerships and certain other stockholders of
the Company are parties to a Registration Rights Agreement, dated as of April
30, 1996 (the "Registration Rights Agreement"). Pursuant to the Registration
Rights Agreement, at any time and from time to time after May 1, 1997, the
holder or holders of 50% or more of the Common Stock (the "Majority
Stockholders") may request that the Company effect a registration under the
Securities Act of all or a specified portion of the Common Stock held by the
Majority Stockholders (a "Demand Registration"). After this request, the Company
must use its best efforts to effect such a registration of all or such specified
portion of the Common Stock held by the Majority Stockholders and by all other
holders of Common Stock who are parties to the Registration Rights Agreement and
who request in writing that all or a specified portion of Common Stock held by
them be included in such registered offering. In addition, if the Company at any
time proposes to effect a registration of its equity securities and the type of
registration permits, all holders of Common Stock who are parties to the
Registration Rights Agreement may include their shares in that registration (a
"Piggyback Registration"). The number of shares to be registered under a Demand
Registration or a Piggyback Registration may be reduced on a pro rata basis if
the managing underwriter in an underwritten offering or the investment bank in a
non-underwritten offering advises the Company that the number of shares
requested to be so included exceeds the number which can be sold in the
offering. Additionally, pursuant to the Registration Rights Agreement, all
stockholders who purchased the Company's capital stock prior to the Offering,
including the Limited Partnerships and Mr. Berney, agreed not to effect any
public sale or distribution of their stock during the 90 days (or as specified
by the Company, 180 days) after the closing of an offering by the Company that
is registered under the Securities Act (including the Offering); in connection
with the Offering, the Company specified a 180-day lock-up. The foregoing is
qualified in its entirety by reference to the Registration Rights Agreement,
which is filed as Exhibit 4 hereto and incorporated herein by reference.
Pursuant to lock-up agreements entered into in connection with the
Offering (each, a "Lock-Up Agreement"), the Limited Partnerships and Mr. Berney
have agreed that, during a 180-day period beginning June 2, 1999, they will not
offer to sell, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or
warrant for the sale of, or otherwise dispose of or transfer, any shares of
Common Stock or securities convertible into, or exchangeable or exercisable for,
Common Stock, without the prior
16
<PAGE>
written consent of Merrill Lynch, Pierce, Fenner
& Smith Incorporated on behalf of the underwriters of the Offering. The
foregoing is qualified in its entirety by reference to the form of Lock-Up
Agreement, which is filed as Exhibit 5 hereto and incorporated herein by
reference.
Pursuant to lock-up agreements entered into in connection with the
Company's directed share program (each, a "Directed Share Program Lock-Up
Agreement"), Messrs. Goldberg, Matelich, Bynum, Wall, Wahrhaftig and Berney have
agreed that, during a 180-day period beginning June 8, 1999, they will not offer
to sell, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or
warrant for the sale of, or otherwise dispose of or transfer, any shares of
Common Stock or securities convertible into, or exchangeable or exercisable for,
Common Stock, without the prior written consent of the Company on behalf of the
underwriters of the Offering. The foregoing is qualified in its entirety by
reference to the form of Directed Share Program Lock-Up Agreement, which is
filed as Exhibit 6 hereto and incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Form of Amended and Restated Certificate of Incorporation (incorporated
herein by reference to Exhibit 3.1 to the Company's Registration Statement on
Form S-1, File No. 333-71937).
2. Consulting Agreement, dated as of February 5, 1999, by and between the
Company and Kelso (incorporated herein by reference to Exhibit 10.9 to the
Company's Registration Statement on Form S-1, File No. 333-71937).
3. Third Amended and Restated Stockholders' Agreement, dated as of June 8, 1999,
among the Company, the Limited Partnerships, and the other signatories
thereto.
4. Registration Rights Agreement, dated as of April 30, 1996 among the Company,
the Limited Partnerships, and certain other stockholders of the Company
(incorporated herein by reference to Exhibit 10.53 to the Company's
Registration Statement on Form S-1, File No. 333-71937).
5. Form of Lock-Up Agreement.
6. Form of Directed Share Program Lock-Up Agreement.
7. Stock Purchase Agreement, dated as of June 2, 1999, by and between Kelso and
KEP V.
8. Joint Filing Agreement, dated as of June 18, 1999.
9. Powers of Attorney.
17
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: June 18, 1999
KELSO INVESTMENT ASSOCIATES V, L.P.
By: Kelso Partners V, L.P., its
General Partner
By: *
----------------------------------
KELSO EQUITY PARTNERS V, L.P.
By: *
-----------------------------------
KELSO PARTNERS V, L.P.
By: *
-----------------------------------
*
-----------------------------------
Joseph S. Schuchert
*
-----------------------------------
Frank T. Nickell
*
-----------------------------------
Michael B. Goldberg
*
------------------------------------
George E. Matelich
<PAGE>
*
-------------------------------
Frank K. Bynum, Jr.
*
-------------------------------
Thomas R. Wall, IV
*
-------------------------------
David I. Wahrhaftig
*
-------------------------------
Philip E. Berney
* By: /s/ James J. Connors, II
James J. Connors, II
Attorney-in-Fact
<PAGE>
INDEX OF EXHIBITS
1. Form of Amended and Restated Certificate of Incorporation (incorporated
herein by reference to Exhibit 3.1 to the Company's Registration Statement on
Form S-1, File No. 333-71937).
2. Consulting Agreement, dated as of February 5, 1999, by and between the
Company and Kelso (incorporated herein by reference to Exhibit 10.9 to the
Company's Registration Statement on Form S-1, File No. 333-71937).
3. Third Amended and Restated Stockholders' Agreement, dated as of June 8, 1999,
among the Company, the Limited Partnerships and the other signatories
thereto.
4. Registration Rights Agreement, dated as of April 30, 1996 among the Company,
the Limited Partnerships, and certain other stockholders of the Company
(incorporated herein by reference to Exhibit 10.53 to the Company's
Registration Statement on Form S-1, File No. 333-71937).
5. Form of Lock-Up Agreement.
6. Form of Directed Share Program Lock-Up Agreement.
7. Stock Purchase Agreement, dated as of June 2, 1999, by and between Kelso and
KEP V.
8. Joint Filing Agreement, dated as of June 18, 1999.
9. Powers of Attorney.
<PAGE>
Exhibit 3
THIRD AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT
--------------------------------------------------
THIRD AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT (the "Agreement"),
dated as of June 8, 1999, among iXL Enterprises, Inc., a Delaware corporation
(the "Company") (formerly named IXL Holdings, Inc.), Kelso Investment Associates
-------
V, L.P. ("KIA V"), Kelso Equity Partners V, L.P. ("KEP V", and together with KIA
----- -----
V, "Kelso"), CB Capital Investors, L.P. ("CB") and the other stockholders of the
-----
Company (other than those stockholders who became stockholders by purchasing
shares of the Company's Common Stock in the Company's initial public offering).
Capitalized terms used herein shall have the meaning ascribed thereto in
Section 6.
WHEREAS, the Company, Kelso, certain management stockholders and
certain outside investors entered into a Second Amended and Restated
Stockholders' Agreement, dated as of December 17, 1997, as amended as of March
30, 1998 and August 14, 1998 (the "Second Amended and Restated Stockholders'
Agreement");
WHEREAS, the Second Amended and Restated Stockholders' Agreement may
be amended in accordance with Section 12 thereof;
WHEREAS, the Company, Kelso, those stockholders of the Company other
than Kelso owning at least 51% of all shares of Preferred Stock owned by all
such stockholders other than Kelso, those stockholders of the Company owning at
least 51% of all shares of Class B Common Stock, U. Bertram Ellis, Jr., Kevin
Wall, William C. Whitley, David Wyler, CB Capital Investors, L.P., Flatiron
Partners, LLC, Greylock IX Limited Partnership, Mellon Ventures II, L.P. and
Thomson U.S. Inc. believe it to be in their best interests that they amend and
restate the Second Amended and Restated Stockholders' Agreement;
NOW, THEREFORE, in consideration of the mutual covenants,
representations, warranties and obligations set forth in this Agreement, the
parties hereto agree as follows:
1. Second Amended and Restated Stockholders' Agreement. The Second
---------------------------------------------------
Amended and Restated Stockholders' Agreement is hereby amended and restated in
its entirety as provided for herein.
<PAGE>
2. Board of Directors.
------------------
2.1 Designation of Director Nominees. (i) Kelso. For so
-------------------------------- -----
long as Kelso or its Affiliates hold 5% or more in the aggregate of the
outstanding Common Stock of the Company, Kelso shall have (A) the right to
designate two individuals as Board of Directors nominees for election to the
Board of Directors of the Company, and (B) the exclusive right to designate for
election an individual to fill any vacancy created by the removal or death of or
resignation by a director originally designated for election by Kelso. Such
right shall terminate when Kelso or its Affiliates hold less than 5% of the
outstanding Common Stock of the Company.
(ii) CB. For so long as CB or its Affiliates hold 5% or more of
--
the outstanding Common Stock of the Company, CB shall have (A) the right to
designate one individual as a Board of Directors nominee for election to the
Board of Directors of the Company, and (B) the exclusive right to designate for
election an individual to fill any vacancy created by the removal or death of or
resignation by a director originally designated for election by CB. Such right
shall terminate when CB or its Affiliates hold less than 5% of the outstanding
Common Stock of the Company. All calculations pursuant to this Section 2.1
shall be made on a primary basis.
(iii) If Kelso transfers 100% of the shares of Common Stock owned
by it as of the date of the filing of the Restated Certificate of Incorporation
of the Company (immediately after the reclassification of capital stock
effectuated by the Restated Certificate of Incorporation of the Company) to one
Person or a group of Affiliates, its transferees shall be deemed to be Kelso for
purposes of this Section 2.1. If Kelso transfers 50% or more, but less than
100%, of the shares of Common Stock owned by it as of the date of the filing of
the Restated Certificate of Incorporation of the Company (immediately after the
reclassification of capital stock effectuated by the Restated Certificate of
Incorporation of the Company) to one Person or a group of Affiliates, then such
transferees shall have the rights and obligations of Kelso under this Section
2.1 to the extent set forth in an instrument executed by Kelso and such
transferees. If CB transfers 100% of the shares of Common Stock owned by it as
of the date of the filing of the Restated Certificate of Incorporation of the
Company (immediately after the reclassification of capital stock effectuated by
the Restated Certificate of Incorporation of the Company) to one Person or a
group of Affiliates, its transferees shall be deemed to be CB for purposes of
this Section 2.1.
2.2 Method of Designation. All designations made pursuant to
---------------------
Section 2.1 shall be made in writing to the Chairman of the Board of Directors
of the Company (the "Chairman"), and any designation may be changed from time to
time by Kelso or CB, as the case may be, by providing written notice thereof to
the Chairman.
2
<PAGE>
2.3 Effect of Designation. Any designation made pursuant to
---------------------
this Section 2 shall be included as Board of Directors' nominations of persons
for election to the Board of Directors of the Company pursuant to Section 1.10
of the Amended and Restated Bylaws of the Company.
2.4 Vacancies. So long as this Agreement shall remain in
---------
effect, the Bylaws shall provide that Kelso or CB, as the case may be, shall
have the exclusive right, in accordance with Section 2.1, to designate for
election an individual to fill any vacancy created by the removal or death of or
resignation by a director originally designated for election by Kelso or CB, as
the case may be, pursuant to Section 2.1.
2.5 Restated Certificate of Incorporation; Bylaws. So long as
---------------------------------------------
this Agreement shall remain in effect, the Restated Certificate of Incorporation
and the Bylaws shall provide (i) that Kelso and CB shall have the right to
designate director nominees pursuant to Section 2.1 and (ii) the rights set
forth in Section 2.4 shall be an exception to the provisions set forth in the
Bylaws governing vacancies on the Board of Directors, and the Bylaws shall
provide that: (i) Kelso or CB shall have the right to call a special meeting of
stockholders for the purpose of voting on directors designated for election by
Kelso or CB, as the case may be, pursuant to Section 2.1 and (ii) the rights set
forth in Section 2.1 shall be an exception to the requirements set forth in the
Bylaws governing advance notice requirements for stockholder proposals and
director nominations.
2.6 Further Assurances of the Company. The Company will take
---------------------------------
all such actions and execute and deliver such documents as Kelso or CB may
reasonably request in order to effectuate the intent and purposes of this
Section 2.
3. Amendment and Modification. This Agreement may be amended,
--------------------------
modified or supplemented only by written agreement of the Company, Kelso and CB.
4. Termination; Nonrenewability. All rights and obligations pursuant
----------------------------
to this Agreement with respect to Kelso shall terminate as provided for in
Section 2.1(i). All rights and obligations pursuant to this Agreement with
respect to CB shall terminate as provided in Section 2.1(ii). From and after
the date hereof, no party hereto other than the Company, Kelso and CB shall have
any obligations under this Agreement. All rights and obligations terminated
pursuant to this Section 4 may not be renewed or reinstated.
5. Definitions. As used in this Agreement, the following terms
-----------
shall have the meanings ascribed to them below:
3
<PAGE>
(a) Affiliate. The term "Affiliate" shall mean, with respect to any
--------- ---------
Person, any other Person directly or indirectly, through one or more
intermediaries, controlling, controlled by, or under common control with such
Person.
(b) Person. The term "Person" means an individual, corporation,
------ ------
partnership, limited liability company, association, trust or other entity or
organization, including a government or political subdivision or an agency or
instrumentality thereof.
(c) Stock. The term "Stock" shall mean all classes of the capital
----- -----
stock of the Company, including the following classes of stock:
(i) "Class A Common Stock" shall mean the Class A voting
--------------------
common stock of the Company, par value $.01 per share, and shall
include any capital stock of the Company into which such Class A
common stock is converted, reclassified or exchanged.
(ii) "Class B Common Stock" shall mean the Class B voting
--------------------
common stock of the Company, par value $.01 per share, and shall
include any capital stock of the Company into which such Class B
common stock is converted, reclassified or exchanged.
(iii) "Common Stock" shall mean the Class A Common Stock and
------------
the Class B Common Stock and shall include any capital stock of
the Company into which the Class A Common Stock and the Class B
Common Stock are converted, reclassified or exchanged.
(iv) "Class A Preferred Stock" shall mean the Class A
-----------------------
convertible preferred stock of the Company, par value $.01 per
share, and shall include any capital stock of the Company into
which such Class A convertible preferred stock is converted,
reclassified or exchanged.
(v) "Class B Preferred Stock" shall mean the Class B
-----------------------
convertible preferred stock of the Company, par value $.01 per
share, and shall include any capital stock of the Company into
which such Class B convertible preferred stock is converted,
reclassified or exchanged.
(vi) "Class C Preferred Stock" shall mean the Class C
-----------------------
nonvoting convertible preferred stock of the Company, par value
$.01 per share, and shall include any capital stock of the
Company into
4
<PAGE>
which such Class C convertibel preferred stock is converted,
reclassified or exchange.
(vii) "Class D Preferred Stock" shall mean the Class D
-----------------------
nonvoting preferred stock of the Company, par value $.01 per
share, and shall include any capital stock of the Company into
which such Class D convertible preferred stock is converted,
reclassified or exchanged.
(viii) "Preferred Stock" shall mean the Class A Preferred
---------------
Stock, the Class B Preferred Stock, the Class C Preferred Stock
and the Class D Preferred Stock.
6. Further Assurances. Each of the Company, Kelso and CB shall do
------------------
and perform or cause to be done and performed all such further acts and things
and shall execute and deliver all such other agreements, certificates,
instruments and documents as any other party hereto or Person subject hereto may
reasonably request in order to carry out the intent and accomplish the purposes
of this Agreement and the consummation of the transactions contemplated hereby.
7. Governing Law. This Agreement and the rights and obligations of
-------------
the parties hereunder shall be governed by, and construed and interpreted in
accordance with, the laws of the State of Delaware, without giving effect to the
choice of law principles thereof.
8. Invalidity of Provision. The invalidity or unenforceability of
-----------------------
any provision of this Agreement in any jurisdiction shall not affect the
validity or enforceability of the remainder of this Agreement in that
jurisdiction or the validity or enforceability of this Agreement, including that
provision, in any other jurisdiction.
9. Notices. All notices, requests, demands, waivers and other commu
-------
nications required or permitted to be given under this Agreement shall be in
writing and shall be deemed to have been duly given if (a) delivered personally,
-
(b) mailed, certified or registered mail with postage prepaid, (c) sent by next-
- -
day or overnight mail or delivery or (d) sent by telecopier as follows:
-
5
<PAGE>
(a) if to the Company, to it at:
-------
iXL Enterprises, Inc.
1888 Emery Street N.W.
Atlanta, Georgia 30318
Attention: Mr. U. Bertram Ellis, Jr.
Telecopier number: (404) 267-3801
with a copy to:
Minkin & Snyder
3060 Peachtree Road, Suite 1100
Atlanta, Georgia 30305
Telecopier number: (404) 233-5824
Attention: James S. Altenbach, Esq.;
(b) If to Kelso, to it at:
-----
Kelso & Company
320 Park Avenue
24th Floor
New York, New York 10022
Telecopier number: (212) 223-2379
Attention: James J. Connors, II, Esq.
with a copy to:
Debevoise & Plimpton
875 Third Avenue
New York, New York 10022
Telecopier number: (212) 909-6836
Attention: Margaret A. Davenport, Esq.;
(c) If to CB, to it at:
--
CB Capital Investors, L.P.
380 Madison Avenue
12th Floor
New York, New York 10017-2591
Telecopier number: (212)
Attention: I. Robert Greene
6
<PAGE>
with a copy to:
Harvey M. Eisenberg, Esq.
O'Sullivan Graev & Karbell
30 Rockefeller Plaza
New York, New York 10112
Telecopier number: (212) 408-2420;
or to such other person or address as any party shall specify by notice in
writing to the Company. All such notices, requests, demands, waivers and other
communications shall be deemed to have been received (w) if by personal delivery
-
on the day after such delivery, (x) if by certified or registered mail, on the
-
seventh business day after the mailing thereof, (y) if by next-day or overnight
-
mail or delivery, on the day delivered or (z) if by telecopier on the next day
-
following the day on which such telecopy was sent, provided that a copy is also
sent by certified or registered mail.
10. Headings; Execution in Counterparts. The headings and captions
-----------------------------------
contained herein are for convenience and shall not control or affect the meaning
or construction of any provision hereof. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original and
which together shall constitute one and the same instrument.
11. Effective Date. This Agreement shall become effective upon the
--------------
closing of the Company's initial public offering of its common stock, par value
$0.01 per share.
[SIGNATURES ON FOLLOWING PAGES]
7
<PAGE>
IN WITNESS WHEREOF, this Agreement has been signed by each of the
parties hereto as of the date first above written.
iXL ENTERPRISES, INC.
By: /s/ U. Bertram Ellis
-----------------------
Name: U. Bertram Ellis, Jr.
Title: Chairman & Chief Executive Officer
KELSO INVESTMENT ASSOCIATES V, L.P.
By: KELSO PARTNERS V, L.P.
By: /s/ Thomas R. Wall IV
------------------------
Name: Thomas R. Wall, IV
Title: General Partner
KELSO EQUITY PARTNERS V, L.P.
By: /s/ Thomas R. Wall IV
-----------------------
Name: Thomas R. Wall, IV
Title: General Partner
STOCKHOLDERS, OTHER THAN KELSO,
OWNING AT LEAST 51% OF THE
PREFERRED STOCK OF THE COMPANY:
CB CAPITAL INVESTORS, L.P.
By: CHASE CAPITAL PARTNERS,
its General Partner
By: /s/ I.R. Greene
------------------
Name: I.R. Greene
Title: General Partner
8
<PAGE>
FLATIRON PARTNERS, LLC
By: /s/ Jerome D. Colonna
------------------------
Name: Jerome D. Colonna
Title: Managing Partner
THE FLATIRON FUND 1998/99, LLC
By: /s/ Jerome D. Colonna
----------------------
Name: Jerome D. Colonna
Title: Managing Partner
FLATIRON ASSOCIATES, LLC
By: Flatiron Partners, LLC, its Manager
By: /s/ Jerome D. Colonna
------------------------
Name: Jerome D. Colonna
Title: Managing Partner
GENERAL ELECTRIC CAPITAL
CORPORATION
By: /s/ George Hashbarger Jr.
--------------------------
Name: George Hashbarger Jr.
Title: Department Operations Manager
9
<PAGE>
GREYLOCK IX LIMITED PARTNERSHIP
By: Greylock IX GP Limited Partnership, its
General Partner
By: /s/ Henry F. McGance
---------------------
Name: Henry F. McGance
Title: General Partner
MELLON VENTURES II, L.P., a Delaware
Limited Partnership
By: MVMA II, L.P., a Delaware limited
partnership, its General Partner
By: MVMA, Inc., a Delaware corporation,
its General Partner
By: /s/ Jeff Anderson
--------------------
Name: Jeff Anderson
Title: Principal
THOMSON U.S. INC.
By: /s/ James R. Schurr
---------------------
Name: James R. Schurr
Title: Vice President
/s/ U. Bertram Ellis, Jr.
---------------------------
U. Bertram Ellis, Jr.
10
<PAGE>
SHAREHOLDERS OWNING AT LEAST 51%
OF THE CLASS B COMMON STOCK OF
THE COMPANY:
/s/ Karen Booth Adams
----------------------
Karen Booth Adams
/s/ Steven P. Amedio
---------------------
Steven P. Amedio
/s/ Ashish Bahl
---------------
Ashish Bahl
/s/ Steven C. Baum
------------------
Steven C. Baum
/s/ Robert Bowman
-----------------
Robert Bowman
/s/ Paul Bryant
---------------
Paul Bryant
/s/ Eric Butz
-------------
Eric Butz
/s/ Stefan Chopin
-----------------
Stefan Chopin
/s/ Steven K. Conine
--------------------
Steven K. Conine
/s/ Barbara B. Cook
-------------------
Barbara B. Cook
/s/ Randall S. Coopersmith
--------------------------
Randall S. Coppersmith
/s/ Larry Culbertson
--------------------
Larry Culbertson
11
<PAGE>
/s/ Guy Davidson
----------------
Guy Davidson
/s/ Edwin J. Davis II
---------------------
Edwin J. Davis II
/s/ Kevin Davis
----------------
Kevin Davis
/s/ Norwood H. Davis III
------------------------
Norwood H. Davis III
/s/ Michael B. Dowdle
----------------------
Michael B. Dowdle
/s/ U. Bertram Ellis, Jr.
-------------------------
U. Bertram Ellis, Jr.
/s/ William Stephen Floyd
-------------------------
William Stephen Floyd
/s/ Mary M. Fowlkes
-------------------
Mary M. Fowlkes
/s/ Eric H. Freedman
---------------------
Eric H. Freedman
/s/ James P. Ganley
-------------------
James P. Ganley
/s/ Robert Gear
---------------
Robert Gear
/s/ Juergen Goersch
-------------------
Juergen Goersch
/s/ Jeffrey R. Gordon
---------------------
Jeffrey R. Gordon
/s/ William A. Grana, Jr.
-------------------------
William A. Grana, Jr.
12
<PAGE>
/s/ David Greeley
-----------------
David Greeley
/s/ Michael Hettwer
-------------------
Michael Hettwer
/s/ Stephen P. Jackson
----------------------
Stephen P. Jackson
/s/ Mark Jacobstein
-------------------
Mark Jacobstein
/s/ Jeffrey Janer
-----------------
Jeffrey Janer
/s/ Teresa Joel
---------------
Teresa Joel
/s/ William A. Lackey
---------------------
William A. Lackey
/s/ William M. Lackey
---------------------
William M. Lackey
/s/ Thomas C. Lakeman
----------------------
Thomas C. Lakeman
/s/ Jacob McGowan
-----------------
Jacob McGowan
/s/ Geoff Melick
----------------
Geoff Melick
/s/ Colin Morris
----------------
Colin Morris
/s/ Scott Murphy
----------------
Scott Murphy
/s/ Richard Nailling
--------------------
Richard Nailling
13
<PAGE>
/s/ Robert Ortiz
----------------
Robert Ortiz
/s/ Kyle Parent
---------------
Kyle Parent
/s/ N. Blake Patton
-------------------
N. Blake Patton
/s/ Randall M. Pipp
-------------------
Randall M. Pipp
/s/ James Rocco
---------------
James Rocco
/s/ James V. Sandry
-------------------
James V. Sandry
/s/ Niraj S. Shah
-----------------
Niraj S. Shah
/s/ Barry Sikes
---------------
Barry Sikes
/s/ Marc Sirkin
---------------
Marc Sirkin
/s/ Richard A. Starbuck
-----------------------
Richard A. Starbuck
/s/ Mark Swanson
----------------
Mark Swanson
/s/ John Tierney
----------------
John Tierney
/s/ John D. Troxel
------------------
John D. Troxel
/s/ Jeffrey Vick
----------------
Jeffrey Vick
14
<PAGE>
/s/ Gregory Waldbaum
--------------------
Gregory Waldbaum
/s/ Kevin Wall
--------------
Kevin Wall
/s/ William C. Whitley
----------------------
William C. Whitley
/s/ Armistead Whitney
---------------------
Armistead Whitney
/s/ Ronald Wissing
------------------
Ronald Wissing
/s/ David Wyler
---------------
David Wyler
GE Capital Equity Investments, Inc.
By: /s/ Jonathan K. Sprole
-----------------------
Name: Jonathan K. Sprole
Title: Managing Director
/s/ Kevin Wall
--------------
Wall 1999 Special Trust
/s/ Kevin Wall
--------------
Wall 1999 Family Trust
15
<PAGE>
Exhibit 5
_______ __, 1999
MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated,
Donaldson, Lufkin & Jenrette Securities Corporation
NationsBanc Montgomery Securities LLC
BancBoston Robertson Stephens
as Representatives of the several
Underwriters to be named in the
within-mentioned Purchase Agreement
c/o Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
North Tower
World Financial Center
New York, New York 10281-1209
Re: Proposed Public Offering by iXL Enterprises, Inc.
-- -------------------------------------------------
Dear Sirs:
The undersigned, a security holder of iXL Enterprises, Inc., a Delaware
corporation (the "Company") or one of its Subsidiaries (as such term is defined
in the Purchase Agreement (as defined herein)), understands that Merrill Lynch &
Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") and
Donaldson, Lufkin & Jenrette Securities Corporation, NationsBanc Montgomery
Securities LLC and BancBoston Robertson Stephens propose to enter into a
Purchase Agreement (the "Purchase Agreement") with the Company providing for the
public offering shares (the "Securities") of the Company's common stock, par
value $.01 per share (the"Common Stock"). In recognition of the benefit that
such an offering will confer upon the undersigned as a security holder of the
Company, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned agrees with each
underwriter to be named in the Purchase Agreement that, during a period of 180
days from the date of the Purchase Agreement, the undersigned will not, without
the prior written consent of Merrill Lynch, directly or indirectly, (i) offer to
sell, pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any
<PAGE>
MERRILL LYNCH & CO. -2- ---------------- ----, 1999
option or contract to sell, grant any option, right or warrant for
the sale of, or securities convertible into or exchangeable or exercisable for
Common Stock, whether now owned or hereafter acquired by the undersigned or with
respect to which the undersigned has or hereafter acquires the power of
disposition, or file or cause to be filed any registration statement under the
Securities Act of 1933, as amended, with respect to any of the foregoing or (ii)
enter into any swap or any other agreement or any transaction that transfers, in
whole or in part, directly or indirectly, the economic consequence of ownership
of the Common Stock, whether any such swap transaction is to be settled by
delivery of Common Stock or other securities, in cash or otherwise.
The foregoing paragraph shall not apply to (a) transactions by any person
other than the Company relating to shares of Common Stock or other securities
acquired in open market transactions after the completion of the public offering
provided for in the Purchase Agreement or (b) transfers of Common Stock or any
securities convertible into or exercisable or exchangeable for Common Stock to a
member of the undersigned's immediate family or to a trust of which the
undersigned or an immediate family member is the beneficiary (either one a
"Transferee") provided that upon any such transfer, the Transferee shall sign a
letter substantially similar to this letter agreement agreeing not to sell,
grant any option to purchase, or otherwise transfer or dispose of any such
Common Stock or any securities convertible into or exercisable or exchangeable
for Common Stock for the remainder of the above-referenced 180-day period.
The undersigned agrees that the provisions of this Agreement shall be
binding also upon the successors, assigns, heirs and personal representatives of
the undersigned and that any registration rights with respect to the offering of
Securities contemplated by the Purchase Agreement have been hereby waived.
Very truly yours,
-------------------------------
Signature:
---------------------
Print Name:
--------------------
<PAGE>
Exhibit 6
___________________ _____, 1999
iXL Enterprises, Inc.
1888 Emery Street
Atlanta, GA 30318
Re: Proposed Public Offering by iXL Enterprises, Inc.
-------------------------------------------------
Dear Sirs:
The undersigned understands that the Company proposes to effect the
initial public offering (the "IPO") of shares (the "Securities") of the
Company's common stock, par value $.01 per share (the "Common Stock"). Further
the undersigned has indicated an interest in purchasing Securities in the IPO
pursuant to the Company's directed share program administered by Donaldson,
Lufkin Jenrette Securities Corporation. In recognition of the benefit that
participation in the IPO would confer upon the undersigned, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned agrees with the Company that, during a period of
180 days after the closing of the IPO, the undersigned will not, without the
prior written consent of the Company, directly or indirectly, (i) offer to sell,
pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant for
the sale of, or otherwise dispose of or transfer any shares of the Company's
Common Stock or any securities convertible into or exchangeable or exercisable
for Common Stock, whether now owned or hereafter acquired by the undersigned or
with respect to which the undersigned has or hereafter acquires the power of
disposition, or file or cause to be filed any registration statement under the
Securities Act of 1933, as amended, with respect to any of the foregoing or (ii)
enter into any swap or any other agreement or any transaction that transfers, in
whole or in part, directly or indirectly, the economic consequences of ownership
of the Common Stock, whether any such swap transaction is to be settled by
delivery of Common Stock or other securities, in cash or otherwise.
The foregoing paragraph shall not apply to (a) transactions by any person
other than the Company relating to shares of Common Stock or other securities
acquired in open market transactions after the completion of the IPO or (b)
transfers of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock to a member of the undersigned's immediate family
or to a trust of which the undersigned
<PAGE>
or an immediate family member is the beneficiary (either one a "Transferee")
provided that upon any such transfer, the Transferee shall sign a letter
substantially similar to this letter agreement agreeing not to sell, grant any
option to purchase, or otherwise transfer or dispose of any such Common Stock or
any securities convertible into or exercisable or exchangeable for Common Stock
for the remainder of the above-referenced 180-day period.
The undersigned agrees that the provision of this Agreement shall be
binding also upon the successors, assigns, heirs and personal representatives of
the undersigned and that any registration rights with respect to the offering of
Securities contemplated by the IPO have been hereby waived.
Very truly yours,
Signature: __________________________
Print Name: _________________________
2
<PAGE>
Exhibit 7
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT ("Agreement"), dated as of June 2, 1999, between
Kelso Equity Partners V, L.P. ("Buyer") and Kelso & Company, L.P. ("Seller").
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, pursuant to the Consulting Agreement, dated as of February 5,
1999, by and between Seller and iXL Enterprises, Inc. (the "Company"), the
Seller will on the closing date receive 62,500 shares of the common stock, par
value $.01 per share (the "Shares"), of the Company;
------
WHEREAS, the Seller wishes to sell the Shares to the Buyer, and the Buyer
wishes to purchase the Shares from the Seller, on the terms and conditions and
for the consideration described in this Agreement; and
WHEREAS, the Seller and Buyer have previously agreed orally that the
Seller would sell the Shares to the Buyer and that the Buyer would purchase the
Shares from the Seller for the Purchase Price (as defined below);
NOW, THEREFORE, in consideration of the mutual promises, covenants,
representations and warranties made herein and of the mutual benefits to be
derived herefrom, the parties hereto agree as follows:
1. Sale and Purchase of the Shares.
-------------------------------
1.1 Sale and Purchase of the Shares. Subject to the terms and
-------------------------------
conditions hereof, the Seller will sell all of the Shares to the Buyer and the
Buyer will purchase all of the Shares from the Seller for an aggregate purchase
price of $750,000 (the "Purchase Price"), payable in cash at the Closing.
---------------
1.2 Closing. The closing of the sale and purchase of the Shares (the
-------
"Closing") shall take place at the offices of Debevoise & Plimpton, 875 Third
- --------
Avenue, New York, New York, at 10:00 a.m. on June 8, 1999 unless the parties
otherwise agree in writing (the "Closing Date"). At the Closing:
------------
(a) the Seller will deliver to the Buyer, free and clear of any liens,
one or more certificates representing all of the Shares, duly endorsed in
blank or accompanied by
<PAGE>
stock powers or other instruments of transfer duly executed in blank, and
bearing or accompanied by all requisite stock transfer stamps; and
(b) the Buyer will pay the Purchase Price to the Seller for the Shares
so delivered by the Seller.
2. Representations and Warranties of the Seller.
--------------------------------------------
2.1 Title to Shares. The Seller represents and warrants to the Buyer,
---------------
that as of the Closing Date, the Seller will own, beneficially and of record,
the Shares, free and clear of any liens. Upon the delivery of and payment for
the Shares at the Closing as provided for in this Agreement, the Buyer will
acquire good and valid title to all the Shares, free and clear of any lien other
than any lien created by the Buyer.
3. Representations and Warranties of the Buyer.
-------------------------------------------
3.1 Purchase for Investment. The Buyer represents and warrants to the
-----------------------
Seller as the date hereof and as of the Closing Date that the Buyer is
purchasing the Shares solely for investment, with no present intention to resell
the Shares. The Buyer hereby acknowledges that the Shares have not been
registered pursuant to the Securities Act of 1933, as amended, and may not be
transferred in the absence of such registration or an exemption therefrom under
such Act.
4. Termination.
-----------
4.1 Termination. This Agreement may be terminated at any time prior to
-----------
the Closing Date by the written agreement of the Buyer and the Seller.
4.2 Effect of Termination. In the event of the termination of this
---------------------
Agreement pursuant to the provisions of Section 4.1, this Agreement shall become
void and have no effect, without any liability to any person in respect hereof
or of the transactions contemplated hereby on the part of any party hereto, or
any of its directors, officers, representatives, stockholders or affiliates.
5. Miscellaneous.
-------------
5.1 Governing Law, etc. THIS AGREEMENT SHALL BE GOVERNED IN ALL
------------------
RESPECTS, INCLUDING AS TO VALIDITY, INTERPRETATION AND EFFECT, BY THE INTERNAL
LAWS OF THE STATE OF NEW YORK.
2
<PAGE>
5.2 Binding Effect. This Agreement shall be binding upon and inure to
--------------
the benefit of the parties hereto and their respective heirs, successors and
permitted as signs.
5.3 Assignment. This Agreement shall not be assignable or otherwise
----------
transferable by any party hereto without the prior written consent of the other
parties hereto
5.4 No Third Party Beneficiaries. Nothing in this Agreement shall
----------------------------
confer any rights upon any person or entity other than the parties hereto and
their respective heirs, successors and permitted assigns.
5.5 Amendment; Waivers, etc. No amendment, modification or discharge of
-----------------------
this Agreement, and no waiver hereunder, shall be valid or binding unless set
forth in writing and duly executed by the party against whom enforcement of the
amendment, modification, discharge or waiver is sought.
5.6 Entire Agreement. This Agreement constitutes the entire agreement
----------------
and supersedes all prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter hereof.
5.7 Severability. If any provision, including any phrase, sentence,
------------
clause, section or subsection, of this Agreement is invalid, inoperative or
unenforceable for any reason, such circumstances shall not have the effect of
rendering such provision in question invalid, inoperative or unenforceable in
any other case or circumstance, or of rendering any other provision herein
contained invalid, inoperative, or unenforceable to any extent whatsoever.
5.8 Headings. The headings contained in this Agreement are for purposes
--------
of convenience only and shall not affect the meaning or interpretation of this
Agreement.
5.9 Counterparts. This Agreement may be executed in several
------------
counterparts, each of which shall be deemed an original and all of which shall
together constitute one and the same instrument.
3
<PAGE>
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.
KELSO & COMPANY, L.P.
By: Kelso & Companies, Inc.,
its general partner
By /s/ James J. Connors, II
--------------------------------------------
Name: James J. Connors, II
Title: Vice President and General Counsel
KELSO EQUITY PARTNERS V, L.P.
By /s/ Frank K. Bynum, Jr.
--------------------------------------------
Name: Frank K. Bynum, Jr.
Title: General Partner
4
<PAGE>
Exhibit 8
JOINT FILING AGREEMENT
----------------------
Pursuant to Rule 13d-1(k)(1)(iii) promulgated under the Securities
Exchange Act of 1934, as amended, the undersigned agree that the Statement on
Schedule 13D to which this exhibit is attached is filed on behalf of each of
them in the capacities set forth below.
Dated: June 18, 1999
KELSO INVESTMENT ASSOCIATES V, L.P.
By: Kelso Partners V, L.P., its
General Partner
By: *
--------------------------------
KELSO EQUITY PARTNERS V, L.P.
By: *
--------------------------------
KELSO PARTNERS V, L.P.
By: *
--------------------------------
*
-------------------------------------
Joseph S. Schuchert
*
-------------------------------------
Frank T. Nickell
*
-------------------------------------
George E. Matelich
<PAGE>
*
-------------------------------------
Thomas R. Wall, IV
*
-------------------------------------
Frank K. Bynum, Jr.
*
-------------------------------------
Michael B. Goldberg
*
------------------------------------
David I. Wahrhaftig
------------------------------------
Philip E. Berney
* By: /s/ James J. Connors, II
James J. Connors, II
Attorney-in-Fact
2
<PAGE>
Exhibit 9
Power of Attorney
-----------------
The undersigned hereby constitutes and appoints James J. Connors, II
and Howard A. Matlin, and each of them, with full power of substitution and
resubstitution, as his true and lawful attorneys-in-fact and agents to:
(1) execute and deliver for and on behalf of the undersigned (i) any and all
Forms 3, 4 and 5 relating to iXL Enterprises, Inc. (the "Company") and
required to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and the rule
thereunder and (ii) any and all schedules relating to the Company required
to be filed in accordance with Section 13(d) of the Exchange Act and the
rules thereunder (together, the "Forms and Schedules"), in the
undersigned's capacity as a director and/or controlling person of the
Company and/or as a partner of Kelso Partners V, L.P. and/or Kelso Equity
Partners V, L.P., and in and all other capacities pursuant to which such
Forms and Schedules may be required to be filed by the undersigned;
(2) do and perform any and all acts and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Forms and
timely file such Forms and Schedules with the United States Securities
and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and conditions
as such attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to such attorney-in-fact and agents full
power and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution of revocation, hereby ratifying and confirming all that each such
attorney-in-fact and agent, or his substitute or substitutes, shall lawfully do
or cause to be done by virtue of this Power of Attorney and the rights and
powers herein grants. The undersigned acknowledges that the foregoing attorneys-
in-fact and agents, in servicing in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 16 or Section 13(d) of the Exchange Act. This Power of
Attorney shall remain in full force and effect until the undersigned is no
longer required to file the Forms and Schedules with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact and agents.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of the 28th day of May, 1999.
/s/ Joseph S. Schuchert
--------------------------------
<PAGE>
Power of Attorney
-----------------
The undersigned hereby constitutes and appoints James J. Connors, II
and Howard A. Matlin, and each of them, with full power of substitution and
resubstitution, as his true and lawful attorneys-in-fact and agents to:
(1) execute and deliver for and on behalf of the undersigned (i) any and all
Forms 3, 4 and 5 relating to iXL Enterprises, Inc. (the "Company") and
required to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and the rule
thereunder and (ii) any and all schedules relating to the Company required
to be filed in accordance with Section 13(d) of the Exchange Act and the
rules thereunder (together, the "Forms and Schedules"), in the
undersigned's capacity as a director and/or controlling person of the
Company and/or as a partner of Kelso Partners V, L.P. and/or Kelso Equity
Partners V, L.P., and in and all other capacities pursuant to which such
Forms and Schedules may be required to be filed by the undersigned;
(2) do and perform any and all acts and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Forms and
timely file such Forms and Schedules with the United States Securities and
Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and conditions
as such attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to such attorney-in-fact and agents full
power and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution of revocation, hereby ratifying and confirming all that each such
attorney-in-fact and agent, or his substitute or substitutes, shall lawfully do
or cause to be done by virtue of this Power of Attorney and the rights and
powers herein grants. The undersigned acknowledges that the foregoing
attorneys-in-fact and agents, in servicing in such capacity at the request of
the undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 16 or Section 13(d) of the Exchange Act. This Power of
Attorney shall remain in full force and effect until the undersigned is no
longer required to file the Forms and Schedules with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact and agents.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of the 28th day of May, 1999.
/s/ Frank T. Nickell
-----------------------------
<PAGE>
Power of Attorney
-----------------
The undersigned hereby constitutes and appoints James J. Connors, II
and Howard A. Matlin, and each of them, with full power of substitution and
resubstitution, as his true and lawful attorneys-in-fact and agents to:
(1) execute and deliver for and on behalf of the undersigned (i) any and all
Forms 3, 4 and 5 relating to iXL Enterprises, Inc. (the "Company") and
required to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and the rule
thereunder and (ii) any and all schedules relating to the Company required
to be filed in accordance with Section 13(d) of the Exchange Act and the
rules thereunder (together, the "Forms and Schedules"), in the
undersigned's capacity as a director and/or controlling person of the
Company and/or as a partner of Kelso Partners V, L.P. and/or Kelso Equity
Partners V, L.P., and in and all other capacities pursuant to which such
Forms and Schedules may be required to be filed by the undersigned;
(2) do and perform any and all acts and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Forms and
timely file such Forms and Schedules with the United States Securities
and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and conditions
as such attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to such attorney-in-fact and agents full
power and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution of revocation, hereby ratifying and confirming all that each such
attorney-in-fact and agent, or his substitute or substitutes, shall lawfully do
or cause to be done by virtue of this Power of Attorney and the rights and
powers herein grants. The undersigned acknowledges that the foregoing
attorneys-in-fact and agents, in servicing in such capacity at the request of
the undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 16 or Section 13(d) of the Exchange Act. This Power of
Attorney shall remain in full force and effect until the undersigned is no
longer required to file the Forms and Schedules with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact and agents.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of the 28th day of May, 1999.
/s/ Michael B. Goldberg
-------------------------------
<PAGE>
Power of Attorney
-----------------
The undersigned hereby constitutes and appoints James J. Connors, II
and Howard A. Matlin, and each of them, with full power of substitution and
resubstitution, as his true and lawful attorneys-in-fact and agents to:
(1) execute and deliver for and on behalf of the undersigned (i) any and all
Forms 3, 4 and 5 relating to iXL Enterprises, Inc. (the "Company") and
required to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and the rule
thereunder and (ii) any and all schedules relating to the Company required
to be filed in accordance with Section 13(d) of the Exchange Act and the
rules thereunder (together, the "Forms and Schedules"), in the
undersigned's capacity as a director and/or controlling person of the
Company and/or as a partner of Kelso Partners V, L.P. and/or Kelso Equity
Partners V, L.P., and in and all other capacities pursuant to which such
Forms and Schedules may be required to be filed by the undersigned;
(2) do and perform any and all acts and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Forms and
timely file such Forms and Schedules with the United States Securities
and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and conditions
as such attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to such attorney-in-fact and agents full
power and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution of revocation, hereby ratifying and confirming all that each such
attorney-in-fact and agent, or his substitute or substitutes, shall lawfully do
or cause to be done by virtue of this Power of Attorney and the rights and
powers herein grants. The undersigned acknowledges that the foregoing
attorneys-in-fact and agents, in servicing in such capacity at the request of
the undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 16 or Section 13(d) of the Exchange Act. This Power of
Attorney shall remain in full force and effect until the undersigned is no
longer required to file the Forms and Schedules with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact and agents.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of the 28th day of May, 1999.
/s/ George F. Matelich
-------------------------------
<PAGE>
Power of Attorney
-----------------
The undersigned hereby constitutes and appoints James J. Connors, II
and Howard A. Matlin, and each of them, with full power of substitution and
resubstitution, as his true and lawful attorneys-in-fact and agents to:
(1) execute and deliver for and on behalf of the undersigned (i) any and all
Forms 3, 4 and 5 relating to iXL Enterprises, Inc. (the "Company") and
required to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and the rule
thereunder and (ii) any and all schedules relating to the Company required
to be filed in accordance with Section 13(d) of the Exchange Act and the
rules thereunder (together, the "Forms and Schedules"), in the
undersigned's capacity as a director and/or controlling person of the
Company and/or as a partner of Kelso Partners V, L.P. and/or Kelso Equity
Partners V, L.P., and in and all other capacities pursuant to which such
Forms and Schedules may be required to be filed by the undersigned;
(2) do and perform any and all acts and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Forms and
timely file such Forms and Schedules with the United States Securities
and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and conditions
as such attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to such attorney-in-fact and agents full
power and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution of revocation, hereby ratifying and confirming all that each such
attorney-in-fact and agent, or his substitute or substitutes, shall lawfully do
or cause to be done by virtue of this Power of Attorney and the rights and
powers herein grants. The undersigned acknowledges that the foregoing
attorneys-in-fact and agents, in servicing in such capacity at the request of
the undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 16 or Section 13(d) of the Exchange Act. This Power of
Attorney shall remain in full force and effect until the undersigned is no
longer required to file the Forms and Schedules with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact and agents.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of the 28th day of May, 1999.
/s/ Frank K. Bynum, Jr.
------------------------------
<PAGE>
Power of Attorney
-----------------
The undersigned hereby constitutes and appoints James J. Connors, II
and Howard A. Matlin, and each of them, with full power of substitution and
resubstitution, as his true and lawful attorneys-in-fact and agents to:
(1) execute and deliver for and on behalf of the undersigned (i) any and all
Forms 3, 4 and 5 relating to iXL Enterprises, Inc. (the "Company") and
required to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and the rule
thereunder and (ii) any and all schedules relating to the Company required
to be filed in accordance with Section 13(d) of the Exchange Act and the
rules thereunder (together, the "Forms and Schedules"), in the
undersigned's capacity as a director and/or controlling person of the
Company and/or as a partner of Kelso Partners V, L.P. and/or Kelso Equity
Partners V, L.P., and in and all other capacities pursuant to which such
Forms and Schedules may be required to be filed by the undersigned;
(2) do and perform any and all acts and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Forms and
timely file such Forms and Schedules with the United States Securities
and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and conditions
as such attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to such attorney-in-fact and agents full
power and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution of revocation, hereby ratifying and confirming all that each such
attorney-in-fact and agent, or his substitute or substitutes, shall lawfully do
or cause to be done by virtue of this Power of Attorney and the rights and
powers herein grants. The undersigned acknowledges that the foregoing
attorneys-in-fact and agents, in servicing in such capacity at the request of
the undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 16 or Section 13(d) of the Exchange Act. This Power of
Attorney shall remain in full force and effect until the undersigned is no
longer required to file the Forms and Schedules with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact and agents.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of the 28th day of May, 1999.
/s/ Thomas R. Wall, IV
-----------------------------
<PAGE>
Power of Attorney
-----------------
The undersigned hereby constitutes and appoints James J. Connors, II
and Howard A. Matlin, and each of them, with full power of substitution and
resubstitution, as his true and lawful attorneys-in-fact and agents to:
(1) execute and deliver for and on behalf of the undersigned (i) any and all
Forms 3, 4 and 5 relating to iXL Enterprises, Inc. (the "Company") and
required to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and the rule
thereunder and (ii) any and all schedules relating to the Company required
to be filed in accordance with Section 13(d) of the Exchange Act and the
rules thereunder (together, the "Forms and Schedules"), in the
undersigned's capacity as a director and/or controlling person of the
Company and/or as a partner of Kelso Partners V, L.P. and/or Kelso Equity
Partners V, L.P., and in and all other capacities pursuant to which such
Forms and Schedules may be required to be filed by the undersigned;
(2) do and perform any and all acts and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Forms and
timely file such Forms and Schedules with the United States Securities
and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and conditions
as such attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to such attorney-in-fact and agents full
power and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution of revocation, hereby ratifying and confirming all that each such
attorney-in-fact and agent, or his substitute or substitutes, shall lawfully do
or cause to be done by virtue of this Power of Attorney and the rights and
powers herein grants. The undersigned acknowledges that the foregoing
attorneys-in-fact and agents, in servicing in such capacity at the request of
the undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 16 or Section 13(d) of the Exchange Act. This Power of
Attorney shall remain in full force and effect until the undersigned is no
longer required to file the Forms and Schedules with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact and agents.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of the 28th day of May, 1999.
/s/ David I. Wahrhaftig
---------------------------------
<PAGE>
Power of Attorney
-----------------
The undersigned hereby constitutes and appoints James J. Connors, II
and Howard A. Matlin, and each of them, with full power of substitution and
resubstitution, as his true and lawful attorneys-in-fact and agents to:
(1) execute and deliver for and on behalf of the undersigned (i) any and all
Forms 3, 4 and 5 relating to iXL Enterprises, Inc. (the "Company") and
required to be filed in accordance with Section 16(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and the rule
thereunder and (ii) any and all schedules relating to the Company required
to be filed in accordance with Section 13(d) of the Exchange Act and the
rules thereunder (together, the "Forms and Schedules"), in the
undersigned's capacity as a director and/or controlling person of the
Company and/or as a partner of Kelso Partners V, L.P. and/or Kelso Equity
Partners V, L.P., and in and all other capacities pursuant to which such
Forms and Schedules may be required to be filed by the undersigned;
(2) do and perform any and all acts and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Forms and
timely file such Forms and Schedules with the United States Securities
and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such
attorney-in-fact on behalf of the undersigned pursuant to this Power of
Attorney shall be in such form and shall contain such terms and conditions
as such attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to such attorney-in-fact and agents full
power and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution of revocation, hereby ratifying and confirming all that each such
attorney-in-fact and agent, or his substitute or substitutes, shall lawfully do
or cause to be done by virtue of this Power of Attorney and the rights and
powers herein grants. The undersigned acknowledges that the foregoing
attorneys-in-fact and agents, in servicing in such capacity at the request of
the undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 16 or Section 13(d) of the Exchange Act. This Power of
Attorney shall remain in full force and effect until the undersigned is no
longer required to file the Forms and Schedules with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact and agents.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of the 28th day of May, 1999.
/s/ Philip E. Berney
----------------------------
