<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
FirstWorld Communications, Inc.
-------------------------------
(Name of Issuer)
Series B Common Stock, par value $.0001 per share
-------------------------------------------------
(Title of Class of Securities)
337625 20 6
(CUSIP Number)
Enron North America Corp.
1400 Smith Street
Houston, Texas 77002
Attn: Julia Murray, Esq.
General Counsel-Finance
(713)853-6161
-----------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 3, 2000
-------------------------------------------------------
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box /__/.
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE> 2
CUSIP NO. 337625 20 6
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Enron Corp.
- ---------------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- ---------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- ---------------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
- ---------------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Oregon
- ---------------------------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES ---------------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 3,000,000**
REPORTING ---------------------------------------------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
-0-
---------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,000,000**
- ---------------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000**
- ---------------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
N/A
- ---------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
- ---------------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D
** Includes presently exercisable warrants to purchase an aggregate of
3,000,000 shares of Series B Common Stock.
Page 2 of 16
<PAGE> 3
CUSIP NO. 337625 20 6
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Enron North America Corp.
- ---------------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- ---------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- ---------------------------------------------------------------------------------------------------------------------------------
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
NUMBER OF
SHARES -0-
BENEFICIALLY ---------------------------------------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 3,000,000**
PERSON ---------------------------------------------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
-0-
---------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,000,000**
- ---------------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000**
- ---------------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
N/A
- ---------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
- ---------------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D
** Includes presently exercisable warrants to purchase an aggregate of
3,000,000 shares of Series B Common Stock.
Page 3 of 16
<PAGE> 4
CUSIP NO. 337625 20 6
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Nina I, L.L.C.
- ---------------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- ---------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- ---------------------------------------------------------------------------------------------------------------------------------
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
NUMBER OF
SHARES -0-
BENEFICIALLY ---------------------------------------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING -0-
PERSON ---------------------------------------------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
-0-
---------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- ---------------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
- ---------------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
N/A
- ---------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
N/A
- ---------------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D
Page 4 of 16
<PAGE> 5
CUSIP NO. 337625 20 6
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
ECT Merchant Investments Corp.
- ---------------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
- ---------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- ---------------------------------------------------------------------------------------------------------------------------------
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
NUMBER OF -0-
SHARES ---------------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 3,000,000**
REPORTING ---------------------------------------------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
-0-
---------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,000,000**
- ---------------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000**
- ---------------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
N/A
- ---------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
- ---------------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D
** Includes presently exercisable warrants to purchase an aggregate of
3,000,000 shares of Series B Common Stock.
Page 5 of 16
<PAGE> 6
STATEMENT ON SCHEDULE 13D
NOTE: This Statement on Schedule 13D is being filed by (i) Enron Corp.
("Enron"), (ii) Enron North America Corp. ("ENA"), (iii) Nina I, L.L.C.
("Nina"), and (iv) ECT Merchant Investments Corp. ("ECT") which are collectively
referred to as the "Reporting Entities." All information with respect to
FirstWorld Communications, Inc., a Delaware corporation (the "Issuer"), is
presented to the best knowledge and belief of the Reporting Entities.
ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D relates to shares of Series B Common
Stock, $0.0001 par value, of the Issuer (the "Series B Common Stock"). This
Statement is being filed by the Reporting Entities to report the holdings of
shares of common stock of the Issuer as a result of which the Reporting Entities
may be deemed to be the beneficial owners of more than 5% of the outstanding
shares of the Series B Common Stock. The address of the principal executive
offices of the Issuer is 8390 E. Crescent Parkway, Suite 300, Greenwood Village,
Colorado 80111.
ITEM 2. IDENTITY AND BACKGROUND
The name, citizenship (or place of organization, as applicable),
business address, present occupation or employment of each of the executive
officers, directors and persons who may be deemed in control of each of the
Reporting Entities are set forth on Appendix A and B hereto and incorporated
herein by reference.
a. Enron
Enron is a corporation formed under the laws of the State of Oregon.
The principal business offices of Enron are located at 1400 Smith Street,
Houston, Texas 77002.
b. ENA
ENA is a corporation formed under the laws of the State of Delaware.
The principal business offices of ENA are located at 1400 Smith Street, Houston,
Texas 77002. ENA is a wholly-owned subsidiary of Enron.
c. Nina
Nina is a limited liability company formed under the laws of the State
of Delaware. The principal business offices of Nina are located at 1400 Smith
Street, Houston, Texas 77002. ENA is the managing member of Nina.
d. ECT
ECT is a corporation formed under the laws of the State of Delaware.
The principal business offices of ECT are located at 1400 Smith Street, Houston,
Texas 77002. ECT is a direct wholly-owned subsidiary of ENA and an indirect
wholly-owned subsidiary of Enron.
Pursuant to the regulations promulgated under Section 13(d) of the
Act, Enron and ENA each may be deemed a beneficial owner of those shares of
common stock identified for each respective Reporting Person on pages 2-5
hereof.
The Schedules to this statement report current information regarding
the officers and directors of Enron, ENA, Nina and ECT. None of the Reporting
Entities, nor to their knowledge any persons listed on the Schedules hereto, has
been during the past five years (a) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or (b) a party to any
civil proceeding as a result of which it or he has been 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.
Page 6 of 16
<PAGE> 7
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION;
Not applicable.
ITEM 4. PURPOSE OF TRANSACTION; ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
On December 31, 1999, ENA transferred (i) 652,639 shares of Series A
Common Stock to ECT and (ii) 4,347,361 shares of Series A Common Stock,
3,236,083 shares of Series B Common Stock and warrants to purchase 8,236,083
shares of Series B Common Stock to Nina. Enron Corp., ENA and Nina previously
filed a joint statement on Schedule 13D on January 14, 2000 regarding their
beneficial ownership of such securities. The securities reported by Nina were
acquired as a contribution to capital by ENA upon the formation of Nina. Upon
the dissolution of Nina, effective February 29, 2000, the securities reported by
Nina were distributed to ENA, Nina's sole member.
On March 3, 2000, ENA and ECT (collectively the "Sellers") and TPG
Partners III, L.P., T3 Partners, L.P., Colony Investors IV, L.P. and TPG
FirstWorld II LLC (together with TPG Partners III, Colony Investors and T3
Partners, the "Buyers") consummated a transaction pursuant to a Stock Purchase
Agreement (the "Purchase Agreement") and the assignment letter dated March 1,
2000 providing for, among other things, the purchase by the Buyers from the
Sellers of (i) 5,000,000 shares of the Issuer's Series A Common Stock, par value
$0.0001 per share (the "Series A Common Stock"), which converted into 5,000,000
shares of Series B Common Stock upon their sale to Buyers, (ii) 3,236,083 shares
of Series B Common Stock, (iii) warrants expiring December 30, 2004 to purchase
5,000,000 shares of Series B Common Stock with an exercise price of $3.00 per
share and (iv) warrants expiring April 13, 2005 to purchase 236,083 shares of
Series B Common Stock with an exercise price of $3.00 per share. The aggregate
purchase price paid for the Securities by the Buyers pursuant to the Purchase
Agreement was $129,117,535.50 in cash. After the sale was consummated ENA owned
only warrants expiring April 13, 2005 to purchase 3,000,000 shares of Series B
Common Stock (the "Securities"). Subsequently the Securities were transferred to
ECT.
Enron and ENA may be deemed to beneficially own the Securities
beneficially owned by ECT. Further, Enron and ENA may be deemed to share voting
and dispositive power over the Securities beneficially owned by ECT. Enron and
ENA hereby disclaim beneficial ownership of all Securities held by ECT, and the
filing of this statement on Schedule 13D shall not be construed as an admission
that ECT, ENA, Enron or any person listed on Appendix A or B hereto is, for the
purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any
securities covered by this statement. All percentage ownership calculations
utilized herein are calculated in accordance with Rule 13d-3 (d) (1) (i) and
assume that 44,506,285 shares of Series B Common Stock are actually outstanding
on the date of this statement. None of the Reporting Entities have acquired any
shares of Series A Common Stock or Series B Common Stock of the Issuer in the
past sixty days except as otherwise reported herein.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SECURITIES OF THE ISSUER
There are no contracts with third parties or among the Reporting
Entities regarding the transfer, voting, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees or profits, division of profit or
losses, or the giving or withholding of proxies which would result in the power
to dispose of or control the voting of any of the securities of the Issuer
described herein to any non-Reporting Entity.
Page 7 of 16
<PAGE> 8
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Stock Purchase Agreement, dated as of February 10, 2000, by and
between Enron North America Corp., ECT Merchant Investments Corp.,
TPG Partners III, L.P., T3 Partners, L.P. and Colony Investors IV,
L.P.
Exhibit B - Assignment Letter dated March 1, 2000.
Page 8 of 16
<PAGE> 9
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: March 13, 2000
ENRON CORP.
By: /s/ JEFFREY McMAHON
------------------------------
Name: Jeffrey McMahon
Title: Executive Vice President,
Finance and Treasurer
ENRON NORTH AMERICA CORP.
By: /s/ ROBERT GREER
------------------------------
Name: Robert Greer
Title: Vice President
NINA I, L.L.C.
By: ENRON NORTH AMERICA CORP.,
its managing member
By: /s/ ROBERT GREER
------------------------------
Name: Robert Greer
Title: Vice President
ECT MERCHANT INVESTMENTS CORP.
By: /s/ ROBERT GREER
------------------------------
Name: Robert Greer
Title: Vice President
Page 9 of 16
<PAGE> 10
SCHEDULE A
Set forth below is (i) the name and citizenship (or place of
organization, as applicable), (ii) business address, (iii) present principal
occupation or employment and (iv) title of each director and executive officer
of Enron Corp.
<TABLE>
<CAPTION>
- ----------------------------------------------------- ----------------- --------------------------------------------
Name and Business Address Citizenship Position and Occupation
- ----------------------------------------------------- ----------------- --------------------------------------------
<S> <C> <C>
Robert A. Belfer U.S.A. Director; Chairman, President and Chief
Belco Oil & Gas Corp. Executive Officer, Belco Oil & Gas Corp.
767 Fifth Avenue, 46th Fl.
New York, NY 10153
- ----------------------------------------------------- ----------------- --------------------------------------------
Norman P. Blake, Jr. U.S.A. Director; Chairman, President & CEO of
Promus Hotel Corp. Promus Hotel Corporation
705 Crossover Lane
Memphis, TN 38117-4900
- ----------------------------------------------------- ----------------- --------------------------------------------
Ronnie C. Chan U.S.A. Director; Chairman of Hang Lung
Hang Lung Development Company Limited Development Group
28/F, Standard Chartered Bank Building
4 Des Vouex Road Central
Hong Kong
- ----------------------------------------------------- ----------------- --------------------------------------------
John H. Duncan U.S.A. Director; Investments
5851 San Felipe, Suite 850
Houston, TX 77057
- ----------------------------------------------------- ----------------- --------------------------------------------
Paulo V. Ferraz Pereira Brazil Director; President and Chief Executive
Meridional Financial Group Officer of Meridional Financial Group
Av. Rio Branco, 138-15th andar
20057-900 Rio de Janerio - RJ
Brazil
- ----------------------------------------------------- ----------------- --------------------------------------------
Joe H. Foy U.S.A. Director; Retired Senior Partner,
Bracewell & Patterson, L.L.P. Bracewell & Patterson, L.L.P.
2900 South Tower Pennzoil Place
711 Louisiana
Houston, TX 77002
- ----------------------------------------------------- ----------------- --------------------------------------------
Wendy L. Gramm U.S.A. Director; Former Chairman, U.S. Commodity
P. O. Box 39134 Futures Trading Commission
Washington, D.C. 20016
- ----------------------------------------------------- ----------------- --------------------------------------------
Ken L. Harrison U.S.A. Director; Chairman and Chief Executive
121 S. W. Salmon Street Officer, Portland General Electric Company
Portland, OR 97204
- ----------------------------------------------------- ----------------- --------------------------------------------
</TABLE>
Page 10 of 16
<PAGE> 11
<TABLE>
- ----------------------------------------------------- ----------------- --------------------------------------------
<S> <C> <C>
Robert K. Jaedicke U.S.A. Director; Professor (Emeritus), Graduate
Graduate School of Business School of Business, Stanford University
Stanford University
Stanford, CA 94305
- ----------------------------------------------------- ----------------- --------------------------------------------
Charles A. LeMaistre U.S.A. Director; President (Emeritus), University
P.O. Box 15247 of Texas M.D. Anderson Cancer Center
San Antonio, TX 78212
- ----------------------------------------------------- ----------------- --------------------------------------------
John Mendelsohn U.S.A. Director; President, University of Texas
University of Texas M.D. Anderson Cancer Center
M.D. Anderson Cancer Center
1515 Holcombe
Houston, TX 77030
- ----------------------------------------------------- ----------------- --------------------------------------------
Jerome J. Meyer U.S.A. Director; Chairman and Chief Executive
26600 S.W. Parkway Officer, Tektronix, Inc.
Building 63
P. O. Box 1000
Wilsonville, OR 97070-1000
- ----------------------------------------------------- ----------------- --------------------------------------------
Frank Savage U.S.A Director; Chairman, Alliance Capital
1345 Avenue of the Americas Management International
39th Floor
New York, New York 10105
- ----------------------------------------------------- ----------------- --------------------------------------------
John A. Urquhart U.S.A. Director; Senior Advisor to the Chairman
John A. Urquhart Assoc. of Enron Corp.; President, John A.
111 Beach Road Urquhart Associates
Fairfield, CT 06430
- ----------------------------------------------------- ----------------- --------------------------------------------
John Wakeham U.K. Director; Former U.K. Secretary of State
1 Salisbury Square for Energy and Leader of the Houses of
London EC4Y 8JB Commons and Lords
United Kingdom
- ----------------------------------------------------- ----------------- --------------------------------------------
Herbert S. Winokur, Jr. U.S.A. Director; President, Winokur & Associates,
Capricorn Management, G.P. Inc.
30 East Elm Ct.
Greenwich, CT 06830
- ----------------------------------------------------- ----------------- --------------------------------------------
Kenneth L. Lay U.S.A. Director; Chairman and Chief Executive
1400 Smith Street Officer
Houston, TX 77002
- ----------------------------------------------------- ----------------- --------------------------------------------
J. Clifford Baxter U.S.A. Chairman of the Board, Chief Executive
1400 Smith Street Officer and Managing Director, Enron North
Houston, TX 77002 America Corp.
- ----------------------------------------------------- ----------------- --------------------------------------------
</TABLE>
Page 11 of 16
<PAGE> 12
<TABLE>
<S> <C> <C>
- ----------------------------------------------------- ----------------- --------------------------------------------
Richard B. Buy U.S.A. Executive Vice President and Chief Risk
1400 Smith Street Officer
Houston, TX 77002
- ----------------------------------------------------- ----------------- --------------------------------------------
Richard A. Causey U.S.A. Executive Vice President and Chief
1400 Smith Street Accounting Officer
Houston, TX 77002
- ----------------------------------------------------- ----------------- --------------------------------------------
Mark E. Koenig U.S.A. Executive Vice President, Investor
1400 Smith Street Relations
Houston, TX 77002
- ----------------------------------------------------- ----------------- --------------------------------------------
James V. Derrick, Jr. U.S.A. Executive Vice President and General
1400 Smith Street Counsel
Houston, TX 77002
- ----------------------------------------------------- ----------------- --------------------------------------------
Steven J. Kean U.S.A. Executive Vice President and Chief of
1400 Smith Street Staff
Houston, TX 77002
- ----------------------------------------------------- ----------------- --------------------------------------------
Andrew S. Fastow U.S.A. Executive Vice President and Chief
1400 Smith Street Financial Officer
Houston, TX 77002
- ----------------------------------------------------- ----------------- --------------------------------------------
Mark A. Frevert U.S.A. President and Chief Executive Officer,
1400 Smith Street Enron Europe, Ltd.
Houston, TX 77002
- ----------------------------------------------------- ----------------- --------------------------------------------
Stanley C. Horton U.S.A. Chairman and Chief Executive Officer,
1400 Smith Street Enron Gas Pipeline Group
Houston, TX 77002
- ----------------------------------------------------- ----------------- --------------------------------------------
Rebecca Nark-Jusbasche U.S.A. Director; Chairman, and Chief Executive
1400 Smith Street Officer, Azurix Corp.
Houston, TX 77002
- ----------------------------------------------------- ----------------- --------------------------------------------
J. Mark Metts U.S.A. Executive Vice President, Corporate
1400 Smith Street Development
Houston, TX 77002
- ----------------------------------------------------- ----------------- --------------------------------------------
Cindy K. Olson U.S.A. Executive Vice President,
1400 Smith Street Human Resources and Community Relations
Houston, TX 77002
- ----------------------------------------------------- ----------------- --------------------------------------------
Jeffrey McMahon U.S.A. Executive Vice President, Finance and
1400 Smith Street Treasurer
Houston, TX 77002
- ----------------------------------------------------- ----------------- --------------------------------------------
Michael S. McConnell U.S.A. Executive Vice President, Technology
1400 Smith Street
Houston, TX 77002
- ----------------------------------------------------- ----------------- --------------------------------------------
</TABLE>
Page 12 of 16
<PAGE> 13
<TABLE>
<S> <C> <C>
- ----------------------------------------------------- ----------------- --------------------------------------------
Lou L. Pai U.S.A. Chairman, President and Chief Executive
1400 Smith Street Officer, Enron Energy Services, Inc.
Houston, TX 77002
- ----------------------------------------------------- ----------------- --------------------------------------------
Kenneth D. Rice U.S.A. Co-Chief Executive Officer and President,
1400 Smith Street Enron Broadband Services, Inc.
Houston, TX 77002
- ----------------------------------------------------- ----------------- --------------------------------------------
Jeffrey K. Skilling U.S.A. Director; President and Chief Operating
1400 Smith Street Officer, Enron Corp.
Houston, TX 77002
- ----------------------------------------------------- ----------------- --------------------------------------------
Joseph W. Sutton U.S.A. Vice Chairman, Enron Corp.
1400 Smith Street
Houston, TX 77002
- ----------------------------------------------------- ----------------- --------------------------------------------
Joseph M. Hirko U.S.A. Co-Chief Executive Officer,
1400 Smith Street Enron Broadband Services, Inc.
Houston, TX 77002
- ----------------------------------------------------- ----------------- --------------------------------------------
</TABLE>
Enron Corp. advises that no persons and/or organizations control Enron
Corp. (either individually or as a group), as the term "control" is used in
Instruction C to Rule 13d-101 promulgated under the Act.
Page 13 of 16
<PAGE> 14
SCHEDULE B
Set forth below is (i) the name and citizenship (or place of
organization, as applicable), (ii) business address, (iii) present principal
occupation or employment and (iv) title of each director and executive officer
of Enron North America Corp.
<TABLE>
<CAPTION>
- -------------------------------------------------------------- ---------------------- ------------------------------
Name and Business Address Citizenship Position and Occupation
- -------------------------------------------------------------- ---------------------- ------------------------------
<S> <C> <C>
Each of the following person's business address is 1400
Smith Street, Houston, TX 77002
- -------------------------------------------------------------- ---------------------- ------------------------------
J. Clifford Baxter U.S.A. Director, Chairman of the
Board, Chief Executive Officer
and Managing Director.
- -------------------------------------------------------------- ---------------------- ------------------------------
Mark E. Haedicke U.S.A. Director; Managing Director
and General Counsel
- -------------------------------------------------------------- ---------------------- ------------------------------
Lawrence G. Whalley U.S.A. Director; President and
Chief Operating Officer
- -------------------------------------------------------------- ---------------------- ------------------------------
Philippe A. Bibi U.S.A. Managing Director
- -------------------------------------------------------------- ---------------------- ------------------------------
W. Craig Childers U.S.A. Managing Director
- -------------------------------------------------------------- ---------------------- ------------------------------
David W. Delainey U.S.A. Managing Director and
Chief Commercial Officer
- -------------------------------------------------------------- ---------------------- ------------------------------
Richard G. DiMichele U.S.A. Managing Director
- -------------------------------------------------------------- ---------------------- ------------------------------
Jay L. Fitzgerald U.S.A. Managing Director
- -------------------------------------------------------------- ---------------------- ------------------------------
Michael J. Kopper U.S.A. Managing Director
- -------------------------------------------------------------- ---------------------- ------------------------------
John J. Lavorato U.S.A. Managing Director
- -------------------------------------------------------------- ---------------------- ------------------------------
Danny J. McCarty U.S.A. Managing Director
- -------------------------------------------------------------- ---------------------- ------------------------------
Jere C. Overdyke, Jr. U.S.A. Managing Director
- -------------------------------------------------------------- ---------------------- ------------------------------
Gregory F. Piper U.S.A. Managing Director
- -------------------------------------------------------------- ---------------------- ------------------------------
Brian L. Redmond U.S.A. Managing Director
- -------------------------------------------------------------- ---------------------- ------------------------------
Jeffrey A. Shankman U.S.A. Managing Director
- -------------------------------------------------------------- ---------------------- ------------------------------
John R. Sherriff U.S.A. Managing Director
- -------------------------------------------------------------- ---------------------- ------------------------------
Colleen Sullivan-Shaklovitz U.S.A. Managing Director
- -------------------------------------------------------------- ---------------------- ------------------------------
Robert J. Hermann U.S.A. Managing Director and
General Tax Counsul
- -------------------------------------------------------------- ---------------------- ------------------------------
Vince J. Kaminski U.S.A. Managing Director
- -------------------------------------------------------------- ---------------------- ------------------------------
Julia Heintz Murray U.S.A. Managing Director, General
Counsel, Finance and Secretary
- -------------------------------------------------------------- ---------------------- ------------------------------
Raymond M. Bowen, Jr. U.S.A. Managing Director and Treasurer
- -------------------------------------------------------------- ---------------------- ------------------------------
Janet R. Dietrich U.S.A. Managing Director and Treasurer
- -------------------------------------------------------------- ---------------------- ------------------------------
George A. McClellan, III U.S.A. Managing Director
- -------------------------------------------------------------- ---------------------- ------------------------------
James B. Fallon U.S.A. Managing Director
- -------------------------------------------------------------- ---------------------- ------------------------------
Gary J. Hickerson U.S.A. Managing Director
- -------------------------------------------------------------- ---------------------- ------------------------------
Jeffrey M. Donahue U.S.A. Managing Director
- -------------------------------------------------------------- ---------------------- ------------------------------
</TABLE>
Page 14 of 16
<PAGE> 15
Enron North America Corp. advises that no persons and/or organizations
other than Enron Corp., which owns 100% of the capital stock of Enron North
America Corp., control Enron North America Corp. (either individually or as a
group), as the term "control" is used in Instruction C to Rule 13d-101
promulgated under the Act.
Enron North America Corp. advises that no persons and/or organizations
other than Enron North America Corp., which is the managing member of Nina I,
L.L.C., control Nina (either individually or as a group), as the term "control"
is used in Instruction C to Rule 13d-101 promulgated under the Act.
Page 15 of 16
<PAGE> 16
SCHEDULE C
Set forth below is (i) the name and citizenship (or place of
organization, as applicable), (ii) business address, (iii) present principal
occupation or employment and (iv) title of each director and executive officer
of ECT Merchant Investments Corp.
<TABLE>
<CAPTION>
- -------------------------------------------------------------- ---------------------- ------------------------------
Name and Business Address Citizenship Position and Occupation
- -------------------------------------------------------------- ---------------------- ------------------------------
<S> <C> <C>
Each of the following person's business address is 1400
Smith Street, Houston, TX 77002
- -------------------------------------------------------------- ---------------------- ------------------------------
J. Clifford Baxter U.S.A. Director; Chairman, Chief
Executive Officer and
Managing Director
- -------------------------------------------------------------- ---------------------- ------------------------------
James V. Derrick, Jr. U.S.A. Director
- -------------------------------------------------------------- ---------------------- ------------------------------
Mark E. Haedicke U.S.A. Director; Managing Director
and General Counsel
- -------------------------------------------------------------- ---------------------- ------------------------------
Lawrence G. Whalley U.S.A. President and Managing
Director
- -------------------------------------------------------------- ---------------------- ------------------------------
Raymond M. Bowen, Jr. U.S.A. Managing Director
- -------------------------------------------------------------- ---------------------- ------------------------------
W. Craig Childers U.S.A. Managing Director
- -------------------------------------------------------------- ---------------------- ------------------------------
Robert J. Hermann U.S.A. Managing Director and
General Tax Counsel
- -------------------------------------------------------------- ---------------------- ------------------------------
Jeffrey McMahon U.S.A. Managing Director, Finance
and Treasurer
- -------------------------------------------------------------- ---------------------- ------------------------------
Julia Heintz Murray U.S.A. Managing Director, General
Counsel, Finance and
Secretary
- -------------------------------------------------------------- ---------------------- ------------------------------
Gregory F. Piper U.S.A. Managing Director
- -------------------------------------------------------------- ---------------------- ------------------------------
</TABLE>
ECT Merchant Investments Corp. advises that no persons and/or organizations
other than Enron Corp. through its ownership of 100% of the capital stock of
Enron North America Corp., which owns 100% of the capital stock of ECT Merchant
Investments Corp., control ECT Merchant Investments Corp. (either individually
or as a group), as the term "control" is used in Instruction C to Rule 13d-101
promulgated under the Act.
Page 16 of 16
<PAGE> 17
EXHIBIT A
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made effective as
of February 10, 2000 (the "Effective Date") by and between Enron North America
Corp., a Delaware corporation ("ENA") and ECT Merchant Investments Corp., a
Delaware corporation ("ECT," and together with ENA, the "Sellers") and TPG
Partners III, L.P., T(3) Partners, L.P. and Colony Investors IV, L.P., each a
Delaware limited partnership (collectively the "Buyers").
RECITALS
WHEREAS, as of the Closing Date (as defined in Section 3, below) ENA
will own the following securities issued by FirstWorld Communications, Inc., a
Delaware corporation (the "Company"): 4,274,426 shares of Series A Common Stock
(the "Series A Common Shares"); 3,236,083 shares of Series B Common Stock (the
"Series B Common Shares"); and 5,000,000 warrants expiring December 30, 2004
(the "December Warrants") and 3,236,083 warrants expiring April 13, 2005 (the
"April Warrants"), each to purchase shares of Series B Common Shares of the
Company with an exercise price of three dollars ($3.00) per share; and
WHEREAS, ECT owns 725,574 Series A Common Shares; and
WHEREAS, the Company securities owned by Sellers are subject to the
terms of (i) a Securityholders Agreement dated December 30, 1997 among an
affiliate of the Sellers and various entities controlled by Donald Sturm (the
"Sturm Entities"), as amended, (the "Securityholders Agreement"), and (ii) an
Amended and Restated Investor Rights Agreement dated September 28, 1998 among
an affiliate of the Sellers, the Company and the Sturm Entities, as amended,
(the "Investor Rights Agreement");
WHEREAS, Buyers desire to purchase from Sellers, and Sellers desire to
sell to Buyers the following securities issued by the Company (the "FirstWorld
Securities"): (i) the 5,000,000 Series A Common Shares which will convert into
5,000,000 shares of Series B Common Stock upon transfer to Buyers, (ii) the
3,236,083 Series B Common Shares and (iii) the 5,000,000 December Warrants and
236,083 of the April Warrants, all upon the terms and conditions hereinafter
set forth;
WHEREAS, ENA is retaining 3,000,000 of the April Warrants; and
WHEREAS, concurrently herewith the Sellers, Buyers and other persons
are entering into letter agreements assigning certain rights under the Investor
Rights Agreement to Buyers and agreeing to terminate Sellers' rights
thereunder;
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<PAGE> 18
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements, representations, warranties, provisions and covenants herein
contained, the parties hereto hereby agree as follows:
1. PURCHASE AND SALE OF THE STOCK
Subject to the terms and conditions of this Agreement, the Sellers
agree to sell those FirstWorld Securities owned by each of them to the Buyers,
free and clear of all liens, claims, restrictions or encumbrances of any kind,
except for those imposed pursuant to any agreements entered into by Buyers, and
the Buyers agree to purchase and accept the FirstWorld Securities from the
Sellers.
2. PURCHASE PRICE
The purchase price for the Series A Common Shares and Series B Common
Shares shall be Ten and 75/100 Dollars ($10.75) per share. The purchase price
for the December Warrants and April Warrants shall be Seven and 75/100 Dollars
($7.75) per warrant. The Buyers shall pay the Sellers an aggregate of One
Hundred Twenty-nine Million One Hundred Seventeen Thousand Five Hundred
Thirty-five and 50/100 Dollars ($129,117,535.50) (the "Purchase Price") by wire
transfer to Sellers. The individual FirstWorld Securities to be transferred by
each Seller and the Buyer to which they are to be transferred shall be
identified by the parties at least two (2) business days prior to Closing.
Buyers shall also pay any applicable transfer tax.
3. CLOSING
The closing (the "Closing") for the purchase and sale of the
FirstWorld Securities shall take place on a date (the "Closing Date") within
five (5) business days after the satisfaction or waiver of all conditions
precedent in Articles 6 and 7 at the offices of Andrews & Kurth L.L.P., 600
Travis, Suite 4200, Houston, Texas 77002.
4. REPRESENTATIONS AND WARRANTIES OF THE SELLERS
The Sellers represent and warrant that all of the following
representations and warranties in this Section 4 are true as of the date
hereof, and that such representations and warranties shall survive until the
first anniversary of the Closing Date ("the Expiration Date").
4.1 AUTHORIZATION. Each Seller is a corporation duly incorporated
and organized, validly existing and in good standing under the laws of the
State of Delaware. Each Seller has all requisite power and authority to execute
and deliver this Agreement and to consummate the transactions contemplated
hereby. Each Seller has duly and validly executed and delivered this Agreement
and any documents required to be delivered pursuant hereto to which it is a
party (collectively with the Agreement, the "Sellers' Sale Agreements").
Assuming the due authorization, execution and delivery of the Sellers' Sale
Agreements by the parties hereto and thereto other than the Sellers, the
Sellers' Sale Agreements constitute the legal, valid and binding obligations of
the Sellers, enforceable against each of the Sellers in accordance with their
respective terms, except as such enforcement may be limited by applicable
bankruptcy,
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<PAGE> 19
insolvency, reorganization, moratorium or similar laws affecting creditors'
rights generally and general equitable principles.
4.2 CAPITALIZATION. The information included in Exhibit A hereto
under the heading "Capitalization" sets forth a complete and accurate statement
of (i) all of the authorized, issued and outstanding capital stock of the
Company and (ii) all outstanding warrants, options and other rights to acquire
any shares of the capital stock of the Company, (except for subsequent
issuances pursuant to reservations, agreements or employee benefit plans
referred to in the Registration Statement No. 333-93357 filed by FirstWorld for
its anticipated offering of Series B Common Stock, as amended or supplemented
as of the Closing Date, and except for the sale of stock by the Company to
Colorado Spectra 4, L.P., Lucent Technologies, Inc., SAIC Venture Capital
Corporation, Microsoft Corporation and the Buyers, or affiliates of the
foregoing). Sellers may revise such Exhibit at any time prior to Closing to
conform it to changes made in the Registration Statement filed by FirstWorld.
4.3 FIRSTWORLD SECURITIES. Except for (i) the Securityholders
Agreement and (ii) the Investor Rights Agreement, all of the FirstWorld
Securities are free and clear of all liens, claims, restrictions or
encumbrances of any kind and the shares of capital stock have been duly
authorized and validly issued, are fully paid and non-assessable and as of the
closing date and prior to the transactions contemplated herein shall be owned
of record by the Sellers, as set forth in the recitals.
4.4 NO VIOLATIONS; FILINGS. (a) The execution and delivery of this
Agreement by each Seller does not violate, conflict with or result in a breach
of any provision of, or constitute a default (or an event which, with notice or
lapse of time or both, would constitute a default) under: (1) either Seller's
charter documents or (ii) any statute, law, ordinance, rule, regulation,
judgment, decree, order, injunction, writ, permit or license of any court or
governmental authority applicable to either Seller or any of either Seller's
properties or assets. The consummation by each of the Sellers of the
transactions contemplated herein shall not result in any material violation,
conflict or breach of or default under the items described in clauses (i) and
(ii) of the preceding sentence.
(b) Other than appropriate filings and approvals under the
Exchange Act of 1934 and the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (the "Hart-Scott Act"), no
declaration, filing or registration with, or notice to, or
authorization, consent or approval of, any governmental or
regulatory body or authority is necessary for the execution
and delivery of this Agreement by the Sellers or the
consummation by the Sellers of the transactions contemplated
herein.
5. REPRESENTATIONS AND WARRANTIES OF THE BUYERS
The Buyers represent and warrant that all of the following
representations and warranties in this Section 5 are true as of the date
hereof, and that such representations and warranties shall survive until the
Expiration Date.
5.1 AUTHORIZATION. Each Buyer is a partnership duly formed, validly
existing and in good standing under the laws of the State of Delaware. The
general partner of each Buyer is a limited partnership duly formed, validly
existing and in good standing under the laws of
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<PAGE> 20
Delaware. The general partner of each general partner is a corporation duly
formed, validly existing and in good standing under the laws of the State of
Delaware. Each Buyer has all requisite power and authority to execute and
deliver this Agreement and to consummate the transactions contemplated hereby.
Each Buyer has duly and validly executed and delivered this Agreement and any
documents required to be delivered pursuant hereto to which it is a party
(collectively with the Agreement, the "Buyers' Sale Agreements"). Assuming the
due authorization, execution and delivery of the Buyers' Sale Agreements by the
parties hereto and thereto other than the Buyers, the Buyers' Sale Agreements
constitute the legal, valid and binding obligations of the Buyers, enforceable
against the Buyers in accordance with their respective terms, except as such
enforcement may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights
generally and general equitable principles. Notwithstanding the foregoing, the
Buyers do not make any representation regarding the enforceability of the
provisions of Section 5.5 below.
5.2 NO VIOLATIONS. (a) The execution and delivery of this Agreement
by each Buyer does not violate, conflict with or result in a breach of any
provision of, or constitute a default (or an event which, with notice or lapse
of time or both, would constitute a default) under (i) the Buyer's charter
documents or (ii) any statute, law, ordinance, rule, regulation, judgment,
decree, order, injunction, writ, permit or license of any court or governmental
authority applicable to the Buyer or any of its properties or assets. The
consummation by each Buyer of the transactions contemplated herein shall not
result in any material violation, conflict or breach of or default under the
items described in clauses (i) and (ii) of the preceding sentence.
(b) Other than appropriate filings and approvals under the Exchange
Act of 1934 and the Hart-Scott Act, no declaration, filing or registration
with, or notice to, or authorization, consent or approval of, any governmental
or regulatory body or authority is necessary for the execution and delivery of
this Agreement by the Buyers or the consummation by the Buyers of the
transactions contemplated herein.
5.3 INVESTMENT REPRESENTATIONS. (a) Each Buyer is an "accredited
investor" as defined in Regulation D, as promulgated by the United States
Securities and Exchange Commission.
(b) Each Buyer acknowledges that the FirstWorld Securities have not
been registered under the Securities Act and may not be offered or sold except
pursuant to an exemption from, or a transaction not subject to, the
registration requirements of the Securities Act or pursuant to an effective
registration statement under the Securities Act. Each Buyer acknowledges that
any certificate representing any of the FirstWorld Securities issued to it will
bear a restrictive legend substantially in the same form as the current
certificates. Each Buyer represents and warrants that the offer to sell the
FirstWorld Securities was communicated personally to the Buyer and at no time
was the Buyer presented with or solicited by or through any public promotional
meeting, television advertisement or any other form of general or public
advertising or solicitation.
(c) Each Buyer further acknowledges that the FirstWorld Securities are
currently subject to the rights and restrictions contained in the
Securityholders Agreement and the Investor
4
<PAGE> 21
Rights Agreement. Concurrently herewith the parties to the Securityholders
Agreement have entered into an agreement providing for the termination of such
agreement, and the parties to the Investor Rights Agreement have entered into
an agreement assigning certain rights from Sellers to Buyers and providing for
the termination of Sellers' rights and obligations under the Investor Rights
Agreement upon the later of the Closing or the consummation of a public
offering of the Series B Common Stock.
(d) Each Buyer is acquiring the FirstWorld Securities for investment
and not with a view to the distribution thereof or dividing all or any part of
its interest therein with any other person.
(e) Each Buyer can bear the economic risks of the transaction which is
contemplated by this Agreement; none of the Buyers has relied upon the Sellers
to determine the suitability of the Buyers to acquire the FirstWorld
Securities; each Buyer has such knowledge and experience in financial and
business matters that the Buyer has not relied upon any opinion or expression
of the Sellers or their agents about the value of the FirstWorld Securities and
each Buyer is capable of evaluating for itself the risks, merits and
suitability of the acquisition of the FirstWorld Securities.
(f) Each Buyer acknowledges that each share of Series A Common Stock
transferred to the Buyer by the Sellers will automatically convert into one
share of Series B Common Stock upon the transfer.
(g) Each Buyer acknowledges that: (i) the Company has filed a
registration statement to sell shares of its Series B Common Stock in a public
offering pursuant to the Securities Act; (ii) there can be no assurances that
such offering will be consummated or, if consummated, will be consummated upon
any terms currently anticipated by the parties or the Company and (iii) none of
the Buyers' obligations hereunder are conditioned upon the consummation of the
offering or its consummation upon any certain terms or any other sale of
securities by the Company contemplated as of the Effective Date or thereafter.
5.4 NO OTHER REPRESENTATIONS OR WARRANTIES. Each Buyer acknowledges
and agrees that other than the representations and warranties of the Sellers
specifically contained in this Agreement, there are no representations or
warranties of either Seller, either express or implied, with respect to the
transactions contemplated by this Agreement, the Company or its assets,
liabilities or business.
6. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLERS
All obligations of Sellers which are to be discharged under this
Agreement at the Closing are subject to the fulfillment at, or prior to, the
Closing, of each of the following conditions (unless expressly waived in
writing by each Seller at any time at or prior to the Closing):
6.1 REPRESENTATIONS AND WARRANTIES TRUE. All of the
representations and warranties made by the Buyers in this Agreement shall be
true as of the Closing Date. Each
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<PAGE> 22
Buyer shall have performed and complied with all covenants and conditions
required by this Agreement to be performed or complied with by the Buyer prior
to or at the Closing.
6.2 NO OBSTRUCTIVE PROCEEDING. Any waiting periods under the
Hart-Scott Act, if applicable, shall have expired or been terminated. No action
or proceedings shall have been instituted against, and no order, decree or
judgment of any court, agency, commission or governmental authority shall be
subsisting against either of the Sellers, Buyers, or the officers or directors
of any of the foregoing which seeks to, or would, render it unlawful as of the
Closing to effect the transactions contemplated hereby in accordance with the
terms hereof. Also, no substantive legal objection to the transactions
contemplated by this Agreement shall have been received from or threatened by
any governmental department or agency.
7. CONDITIONS PRECEDENT TO THE OBLIGATIONS OF BUYERS
All obligations of the Buyers which are to be discharged under this
Agreement at the Closing are subject to the fulfillment at or prior to the
Closing of each of the following conditions (unless expressly waived in writing
by each Buyer at any time at or prior to the Closing):
7.1 REPRESENTATIONS AND WARRANTIES TRUE. All of the representations
and warranties of Sellers contained in this Agreement shall be true as of the
Closing Date. Sellers shall have performed or complied with all covenants and
conditions required by this Agreement to be performed or complied with by them
prior to or at the Closing.
7.2 NO OBSTRUCTIVE PROCEEDING. Any waiting periods under the
Hart-Scott Act, if applicable, shall have expired or been terminated. No action
or proceedings shall have been instituted against, and no order, decree or
judgment of any court, agency, commission or governmental authority shall be
subsisting against either Seller, the Buyers or the officers or directors of
any of the foregoing, which seeks to, or would, render it unlawful as of the
Closing to effect the transactions contemplated hereby in accordance with the
terms hereof. Also, no substantive legal objection to the transactions
contemplated by this Agreement shall have been received from or threatened by
any governmental department or agency.
8. DELIVERIES BY BUYER
At Closing, the Buyers shall deliver the following:
8.1 PAYMENT OF PURCHASE PRICE. A wire transfer to the account
designated in writing by the Sellers in the amount of the Purchase Price.
Sellers shall designate such account at least two (2) business days prior to
the Closing Date.
8.2 SECRETARY'S CERTIFICATES. A certificate or certificates, dated
as of the date hereof and signed on behalf of the Partnership by the secretary
of the general partner of the general partner of each Buyer, certifying the
truth and correctness of attached copies of the Buyer's constituent documents
(including amendments thereto), and resolutions or other appropriate
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<PAGE> 23
evidence of authorization of this Agreement and the consummation of the
transactions contemplated herein.
8.3 OFFICERS' CERTIFICATE. A certificate dated as of the date
hereof and signed by an authorized officer of the general partner of the general
partner of each Buyer, certifying as to the satisfaction of the conditions to
Closing set forth in Section 6, hereof.
9. DELIVERIES BY SELLERS
At Closing, Sellers shall deliver the following:
9.1 STOCK CERTIFICATES. Certificates for the Series A Common Shares
and Series B Common Shares, free and clear of all liens, claims, charges,
restrictions, equities or encumbrances of any kind, which certificates shall be
duly endorsed to the Buyers or accompanied by duly executed stock powers in
form satisfactory to the Buyers sufficient to convey to the designated Buyers
good title to such Shares.
9.2 WARRANTS. Warrant certificates or other documentation
evidencing the Warrants, free and clear of all liens, claims, charges,
restrictions, equities or encumbrances of any kind (other than those set forth
in the Investment Agreements) which shall be accompanied by duly executed,
valid assignments in form reasonably satisfactory to the Buyers sufficient to
convey to the designated Buyers good title to such warrants.
9.3 SECRETARY'S CERTIFICATE. Certificates, dated as of the date
hereof and signed by the secretary of each of the Sellers, certifying the truth
and correctness of attached copies of the Seller's Certificate of Incorporation
(including amendments thereto), Bylaws (including amendments thereto), and
resolutions of their respective boards of directors approving this Agreement
and the consummation of the transactions contemplated herein.
9.4 OFFICERS' CERTIFICATE. Certificate, dated as of the date
hereof and signed by the Chief Executive or Chief Financial Officer of each of
the Sellers, certifying as to the satisfaction of the conditions to Closing set
forth in Section 7, hereof.
10. INDEMNIFICATION
The Sellers and Buyer each make the following covenants that are
applicable to them, respectively:
10.1 INDEMNIFICATION BY THE SELLERS. Each Seller covenants and
agrees that it shall indemnify, defend, protect and hold harmless the Buyers
and their respective affiliates, their respective present and former directors,
officers, stockholders, employees and agents and their respective heirs,
executors, personal representatives, administrators, successors and assigns
(the "Buyer Indemnified Persons") at all times from and after the date of this
Agreement until the Expiration Date from and against all claims, damages
(including consequential, punitive or exemplary), actions, suits, proceedings,
demands, assessments, adjustments, costs and expenses (including specifically,
but without limitation, reasonable attorneys' fees and consulting fees)
7
<PAGE> 24
incurred by or asserted against any Buyer Indemnified Persons as a result of or
arising from directly or indirectly: (a) any breach of the representations and
warranties of the Sellers set forth herein; or (b) any breach of any agreement
on the part of the Sellers under this Agreement.
10.2 INDEMNIFICATION BY THE BUYERS. Each Buyer covenants and agrees
that it shall indemnify, defend, protect and hold harmless the Sellers and
their respective affiliates, their respective present and former directors,
officers, stockholders, employees and agents and their respective heirs,
executors, personal representatives, administrators, successors and assigns
(the "Seller Indemnified Persons") at all times from and after the date of this
Agreement until the Expiration Date from and against all claims, damages
(including consequential, punitive or exemplary), actions, suits, proceedings,
demands, assessments, adjustments, costs and expenses (including specifically,
but without limitation, reasonable attorneys' fees and consulting fees)
incurred by the Seller Indemnified Persons as a result of or arising from
directly or indirectly (a) any breach of the representations and warranties of
the Buyers set forth herein, or (b) any breach of any agreement on the part of
the Buyers under this Agreement.
10.3 THIRD PERSON CLAIMS. Promptly after any party hereto
(hereinafter the "Indemnified Party") has received notice of or has knowledge
of any claim by a person not a party to this Agreement ("Third Person"), or the
commencement of any action or proceeding by a Third Person, the Indemnified
Party shall, as a condition precedent to a claim with respect thereto being
made against any party obligated to provide indemnification pursuant to Section
8.1 or 8.2 hereof (hereinafter the "Indemnifying Party"), give the Indemnifying
Party written notice of such claim or the commencement of such action or
proceeding. Such notice shall state the nature and the basis of such claim and
a reasonable estimate of the amount thereof. The Indemnifying Party shall have
the right to defend and settle, at its own expense and by its own counsel, any
such matter so long as the Indemnifying Party pursues the same in good faith
and diligently; provided that the Indemnifying Party shall not settle any such
proceeding without the written consent of the Indemnified Party. If the
Indemnifying Party undertakes to defend or settle, it shall promptly notify the
Indemnified Party of its intention to do so, and the Indemnified Party shall
cooperate with the Indemnifying Party and its counsel in the defense thereof
and in any settlement thereof. Such cooperation shall include, but shall not be
limited to, furnishing the Indemnifying Party with any books, records or
information reasonably requested by the Indemnifying Party that are in the
Indemnified Party's possession or control. All Indemnified Parties shall use
the same counsel, which shall be the counsel selected by Indemnifying Party,
provided that if counsel to the Indemnifying Party shall have a conflict of
interest that prevents counsel for the Indemnifying Party from representing
Indemnified Party, Indemnified Party shall have the right to participate in
such matter through counsel of its own choosing and the Indemnifying Party
shall reimburse the Indemnified Party for the reasonable expenses of its
counsel.
After the Indemnifying Party has notified the Indemnified
Party of its intention to undertake to defend or settle any such asserted
liability, and for so long as the Indemnifying Party diligently pursues such
defense, the Indemnifying Party shall not be liable for any additional legal
expenses incurred by the Indemnified Party in connection with any defense or
settlement of such asserted liability, except (i) as set forth in the preceding
sentence and (ii) to the extent such participation is requested by the
Indemnifying Party, in which event the
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<PAGE> 25
Indemnified Party shall be reimbursed by the Indemnifying Party for reasonable
additional legal expenses and out-of-pocket expenses.
If the Indemnifying Party desires to accept a final and
complete settlement of any such Third Person claim involving only the payment
of money and the Indemnified Party refuses to consent to such settlement, then
the Indemnifying Party's liability under this Section with respect to such
Third Person claim shall be limited to the amount so offered in settlement by
said Third Person. Upon agreement as to such settlement between said Third
Person and the Indemnifying Party, the Indemnifying Party shall, in exchange
for a complete release from the Indemnified Party, promptly pay to the
Indemnified Party the amount agreed to in such settlement and the Indemnified
Party shall, from that moment on, bear full responsibility for any additional
costs of defense which it subsequently incurs with respect to such claim and
all additional costs of settlement or judgment. If the Indemnifying Party does
not undertake to defend such matter to which the Indemnified Party is entitled
to indemnification hereunder, or fails diligently to pursue such defense, the
Indemnified Party may undertake such defense through counsel of its choice, at
the cost and expense of the Indemnifying Party, and the Indemnified Party may
settle such matter, and the Indemnifying Party shall reimburse the Indemnified
Party for the settlement and any other liabilities or expenses incurred by the
Indemnified Party in connection therewith, provided, however, that under no
circumstances shall the Indemnified Party settle any Third Person claim without
the written consent of the Indemnifying Party, which consent shall not be
unreasonably withheld or delayed. All settlements hereunder shall effect a
complete release of the Indemnified Party, unless the Indemnified Party
otherwise agrees in writing.
10.4 LIMITATION ON INDEMNIFICATION. No party to this Agreement shall
be liable under this Section 10 for an amount which exceeds the Purchase Price.
11. GENERAL
11.1 COOPERATION / HART-SCOTT ACT. Each of the Sellers and the
Buyers shall deliver or cause to be delivered to the other, such additional
instruments as the other may reasonably request for the purpose of carrying out
this Agreement. Buyers and the Sellers recognize that one or more filings under
the Hart-Scott Act may be required in connection with the transaction
contemplated herein. If Buyers and the Sellers determine that filings under the
Hart-Scott Act are required, then: (i) each party agrees to cooperate and use
its best efforts to comply with the Hart-Scott Act and (ii) the parties agree
to cooperate and use their best efforts to cause all filings required under the
Hart-Scott Act to be made as promptly as reasonably possible. If filings under
the Hart-Scott Act are required, each party shall pay its own costs and
expenses thereof and one-half of the filing fee.
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<PAGE> 26
11.2 SUCCESSORS AND ASSIGNS. This Agreement and the rights of the
parties hereunder may not be assigned except by operation of law and, in the
case of each Buyer, to one or more of Buyers' affiliates identified on Exhibit
B that are accredited investors, and shall be binding upon and shall inure to
the benefit of the parties hereto, their permitted successors and assigns. Any
assignment of rights by a Buyer will be effected by delivery of written notice
to the Sellers, executed by the relevant Buyer and the assignee. Any assignee
shall agree in writing to become a party to this Agreement and the letter
agreement regarding assignment of rights under the Investors Rights Agreement
and to be bound by all the terms of such agreements. The assignee will
thereafter be deemed to be a "Buyer" for all purposes under this Agreement.
11.3 LIMITATION OF DAMAGES. Except in the case of fraud or claims
asserted under Section 10 hereof, no party shall have any liability for, and no
party may make any claim against or sue any other party for, any punitive,
consequential or incidental damages in connection with this Agreement or the
transactions contemplated hereby, whether based on breach of contract, tort or
any other theory of liability; provided, however, damages and losses
recoverable pursuant to Section 10 shall include all punitive, consequential or
incidental damages that must be paid by a party to a third party.
11.4 COUNTERPARTS. This Agreement may be executed simultaneously in
two (2) or more counterparts, each of which shall be deemed an original and all
of which together shall constitute but one and the same instrument. A
telecopied facsimile of an executed counterpart of this Agreement shall be
sufficient to evidence the binding agreement of each party to the terms hereof.
However, each party agrees to return to the other parties an original, duly
executed counterpart of this Agreement promptly after delivery of a telecopied
facsimile thereof.
11.5 BROKERS AND AGENTS. Each party represents and warrants that it
has employed no broker or agent in connection with this transaction, other than
Sellers' engagement of Bear, Stearns & Co. Inc. ("Bear, Stearns"), and agrees
to indemnify the other parties hereto against all loss, cost, damages or
expense arising out of claims for fees or commission of brokers employed or
alleged to have been employed by such indemnifying party. Sellers shall be
solely responsible for payment of all fees owed to Bear, Stearns as a result of
the sale of the FirstWorld Securities.
11.6 NOTICES. All notices of communication required or permitted
hereunder shall be in writing and may be given by depositing the same in United
States mail, addressed to the party to be notified, postage prepaid and
registered or certified with return receipt requested, or by delivering the
same in person to an officer or agent of such party.
(a) If to the Sellers, addressed to:
Enron North America Corp.
1400 Smith, Suite 2132
Houston, Texas 77002
Attn.: Steve Horn
Phone: 713.853.4161
Fax: 713.646.8010
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<PAGE> 27
with copies to:
ECT Merchant Investments Corp.
1400 Smith, Suite 2006
Houston, Texas 77002
Attn: Steve Horn
Phone: 713.853.6161
Fax: 713.646.8010
with copies to:
Anne Koehler, Esq.
Enron North America Corp., Legal Department
1400 Smith, Suite 2006
Houston, Texas 77002
Phone: 713.853.3448
Fax: 713.646.3393
(b) If to the Buyers, addressed to:
TPG Partners III, L.P.
T(3) Partners, L.P.
Colony Investors IV, L.P.
c/o Texas Pacific Group
Attn: Rick Ekleberry
201 Main Street
Suite 2420
Fort Worth TX 76102
Phone: (817) 871 4080
Fax: (817) 871 4088
with copies to:
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, NY 10006
Attn.: Paul J. Shim, Esq.
Phone: (212) 225-2930
Fax: (212) 225-3999
or to such other address or counsel as any party hereto shall specify pursuant
to this Section 11.6 from time to time.
11.7 GOVERNING LAW. This Agreement shall be construed in accordance
with the laws of the State of Texas, excluding any conflicts of law, rule or
principle that might refer same to the laws of another jurisdiction.
11
<PAGE> 28
11.8 EXERCISE OF RIGHTS AND REMEDIES. Except as otherwise provided
herein, no delay of or omission in the exercise of any right, power or remedy
accruing to any party as a result of any breach or default by any other party
under this Agreement shall impair any such right, power or remedy, nor shall it
be construed as a waiver of or acquiescence in any such breach or default, or
of any similar breach or default occurring later; nor shall any waiver of any
single breach or default be deemed a waiver of any other breach or default
occurring before or after that waiver.
11.9 TIME. Time is of the essence with respect to this Agreement.
11.10 REFORMATION AND SEVERABILITY. In case any provision of this
Agreement shall be invalid, illegal or unenforceable, it shall, to the extent
possible, be modified in such manner as to be valid, legal and enforceable but
so as to most nearly retain the intent of the parties, and if such modification
is not possible, such provision shall be severed from this Agreement, and in
either case the validity, legality and enforceability of the remaining
provisions of this Agreement shall not in any way be affected or impaired
thereby. No provision of this Agreement shall be interpreted or construed
against any party solely because that party or its legal representative drafted
such provision.
11.11 REMEDIES CUMULATIVE. No right, remedy or election given by any
term of this Agreement shall be deemed exclusive but each shall be cumulative
with all other rights, remedies and elections available at law or in equity.
The exercise of any remedy shall not preclude the simultaneous or later
exercise of any other remedy.
11.12 CAPTIONS. The headings of this Agreement are inserted for
convenience only, shall not constitute a part of this Agreement or be used to
construe or interpret any provision hereof.
11.13 AMENDMENTS. Any term of this Agreement may be amended only with
the written consent of the Buyers and each of the Sellers. Any amendment
effected in accordance with this Section 11.13 shall be binding upon each of
the parties hereto.
11.14 DISPUTE RESOLUTION. Any dispute arising out of or in connection
with this Agreement, including any question regarding its existence, validity
or termination, shall be referred to and finally resolved by binding
arbitration governed by the Federal Arbitration Act and conducted in accordance
with the American Arbitration Association Commercial Arbitration Rules which
Rules are deemed to be incorporated by reference into this clause. The number
of arbitrators shall be three, the Buyers having the right to appoint one
arbitrator and the Sellers having the right to appoint another arbitrator,
which arbitrators shall together then appoint a third neutral arbitrator within
thirty (30) days in accordance with the Rules. The third arbitrator shall be a
person who has five years or more experience in the relevant industry. The
place of arbitration shall be Houston, Texas, USA, where all hearings and
meetings shall be held. The parties hereby expressly waive any right of appeal
to any court having jurisdiction on any question of fact or law.
12
<PAGE> 29
11.15 ENTIRE AGREEMENT. This Agreement (including the schedules
attached hereto) and the documents delivered pursuant hereto constitute the
entire agreement and understanding among the Sellers and the Buyers and
supersede any prior agreement and understanding relating to the subject matter
of this Agreement.
(Signature pages to follow)
13
<PAGE> 30
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the Effective Date.
"SELLERS"
ENRON NORTH AMERICA CORP., A
DELAWARE CORPORATION
By:
---------------------------------
Name:
--------------------------
Title:
--------------------------
ECT MERCHANT INVESTMENTS
CORP., A DELAWARE CORPORATION
By:
---------------------------------
Name:
--------------------------
Title:
--------------------------
14
<PAGE> 31
"BUYERS"
TPG PARTNERS III, L.P.,
By: TPG GenPar III, L.P.,
its General Partner
By: TPG Advisors III, Inc.,
Its General Partner
By: /s/ RICHARD EKLEBERRY
Name: Richard Ekleberry
Title: V.P.
T(3) PARTNERS, L.P.
By: T(3) GenPar, L.P.,
its General Partner
By: T(3) Advisors, Inc.,
Its General Partner
By: /s/ RICHARD EKLEBERRY
Name: Richard Ekleberry
Title: V.P.
COLONY INVESTORS IV, L.P.
By: Colony Capital IV, L.P.,
its General Partner
By: ColonyGP IV, Inc.,
Its General Partner
By: /s/ RICHARD EKLEBERRY
Name: Richard Ekleberry
Title: V.P.
15
<PAGE> 32
EXHIBIT A
CAPITALIZATION
The following table sets forth our cash, cash equivalents and marketable
securities and capitalization as of December 31, 1999:
o on actual basis;
o on a pro forma basis for the sale of the shares of Series B common stock
offered hereby at an assumed initial public offering price of $12.00 per
share, the midpoint of the range set forth on the cover, and deducting
the underwriting discounts and commissions and our estimated offering
expenses.
o on a pro forma as adjusted basis to give effect to the issuance of
8,198,925 Series B common stock in private placements Corporation the
concurrent at the assumed initial public offering price of $12.00 per
share, the midpoint of the range set forth on the cover, less seven
percent and offering costs, 3,333,333 shares sold under the Sturm equity
investment agreement and a warrant exercised subsequent to December 31,
1999 for 1,270,092 of Series B common stock.
This table should be read together with the financial statements and notes
to those statements appearing in this prospectus.
<TABLE>
<CAPTION>
December 31, 1999
----------------------------------
Pro
Forma As
Actual Pro Forma Adjusted
--------- ----------- ----------
(in thousands, except share data)
<S> <C> <C> <C>
Cash, cash equivalents and marketable securities ........................ $ 49,223 $ 189,723 $ 281,223
========= ========= =========
Long-term obligations:
Long-term debt, net of current portion and discount ................... 294,034 294,034 294,034
Capital lease obligations, net of current portion ..................... 7,616 7,616 7,616
--------- --------- ---------
Total long-term debt .............................................. 301,650 301,650 301,650
--------- --------- ---------
Stockholders' equity (deficit):
Preferred stock, $.0001 par value, 10,000,000 shares authorized;
no shares issued or outstanding .....................................
Common stock, $.0001 par value, 100,000,000 shares authorized;
10,135,164 designated Series A and 89,864,836 designated Series B
Series A, 10,135,164 shares issued and outstanding actual,
pro forma and pro forma as adjusted ............................. 1 1 1
Series B, 18,663,358 shares issued and outstanding, actual;
33,266,783 shares issued and outstanding, pro forma; and
41,465,708 shares issued and outstanding, pro forma
as adjusted ..................................................... 2 3 4
Additional paid-in capital .............................................. 53,740 194,987 286,486
Warrants ................................................................ 31,963 33,632 33,632
Stockholder receivables ................................................. (45) (45) (45)
Accumulated deficit ..................................................... (172,461) (172,461) (172,461)
--------- --------- ---------
Total stockholders' equity (deficit) .............................. (86,800) 56,500 147,617
--------- --------- ---------
Total capitalization .......................................... $ 214,850 $ 357,767 $ 449,267
========= ========== ========
</TABLE>
The number of shares of common stock to be outstanding after this offering
is based on the number of shares outstanding as of December 31, 1999. We are
permitted, and in some cases obligated, to issue shares of common stock in
addition to the common stock to be outstanding after this offering. The
following is a summary of these additional shares of common stock at December
31, 1999:
o 7,715,032 shares of Series B common stock (including stock
appreciation rights which will be converted into purchase 968,325 shares
of Series B common stock) issuable upon exercise of options outstanding
under our stock option plans (2,546,402 of which are exercisable as of
December 31, 1999) at exercise prices ranging from $.25 to $7.50 per
share, with a weighted average exercise price of $6.90 per share. We have
received notice that warrants to purchase 800,000 shares will be
exercised immediately prior to closing of the offering.
o 23,778,435 shares of Series B common stock subject to issuance upon
exercise of outstanding warrants at exercise prices ranging from $.01 to
$6.00 per share, with a weighted average exercise price of $2.48 per
share.
o 1,544,652 shares of Series B common stock reserved for issuance
under our stock plans; and
o up to 3,333,333 shares of Series B common stock remaining available
for issuance upon additional exercises of the Sturm equity investment
agreement discussed in the section of this prospectus entitled "Certain
Transactions--Sturm Equity Investment Agreement."
<PAGE> 33
EXHIBIT B
PERMITTED ASSIGNEES
NAME ADDRESS
---- -------
TPG Partners III, L.P. 201 Main Street
Suite 2420
Fort Worth, Texas 71602
TPG Parallel III, L.P. 201 Main Street
Suite 2420
Fort Worth, Texas 71602
TPG Dutch Parallel III, C.V. 201 Main Street
Suite 2420
Fort Worth, Texas 71602
TPG Investors III, L.P. 201 Main Street
Suite 2420
Fort Worth, Texas 71602
T(3) Partners, L.P. 201 Main Street
Suite 2420
Fort Worth, Texas 71602
T(3) Parallel, L.P. 201 Main Street
Suite 2420
Fort Worth, Texas 71602
T(3) Dutch Parallel, C.V. 201 Main Street
Suite 2420
Fort Worth, Texas 71602
T(3) Investors, L.P. 201 Main Street
Suite 2420
Fort Worth, Texas 71602
FOF Partners III, L.P. 201 Main Street
Suite 2420
Fort Worth, Texas 71602
<PAGE> 34
TPG FirstWorld I LLC 201 Main Street
Suite 2420
Fort Worth, Texas 71602
TPG FirstWorld II LLC 201 Main Street
Suite 2420
Fort Worth, Texas 71602
FOF Partners III-B, L.P. 201 Main Street
Suite 2420
Fort Worth, Texas 71602
Colony Investors IV, L.P. 201 Main Street
Suite 2420
Fort Worth, Texas 71602
c/o Richard A. Ekleberry
<PAGE> 35
EXHIBIT B
March 1, 2000
Enron North America Corp.
ECT Merchant Investments Corp.
1400 Smith, Suite 2132
Houston, Texas 77002
Attn: Steve Horn
Re: Assignment of Rights Under Stock Purchase Agreement
Ladies and Gentlemen:
We refer to the Stock Purchase Agreement (the "Agreement") dated
February 10, 2000 between you and TPG Partners III, L.P., T3 Partners, L.P., and
Colony Investors IV, L.P. (the "Buyers"), pursuant to which the Buyers have
agreed to purchase from you certain securities of FirstWorld Communications,
Inc. (the "Company").
Pursuant to Section 11.2 of the Agreement, the Buyers hereby assign,
and give notice to you that we have assigned, to TPG FirstWorld II LLC, a
Delaware limited liability company, our rights under the Agreement to purchase
from you (i) 1,301,850 shares of Series B Common Stock of the Company and (ii)
warrants to purchase 827,650 shares of Series B Common Stock of the Company,
subject to the terms and conditions of the Agreement.
Pursuant to Section 11.2 of the Agreement, TPG FirstWorld II LLC hereby
agrees to become a party to the Agreement and the letter agreement dated as of
February 10, 2000 relating to the Investor Rights Agreement (as defined in the
Agreement) and to be bound by all the terms of such agreements. You agree that
TPG FirstWorld II LLC shall hereafter be deemed a "Buyer" (as defined in the
Agreement) for all purposes under the Agreement.
Very truly yours,
TPG PARTNERS III, L.P.
By: TPG GenPar III, L.P., its General Partner
By: TPG Advisors III, Inc., its General Partner
By: /s/ RICHARD A. EKLEBERRY
--------------------------------------------
Name: Richard A. Ekleberry
Title: Vice President
T3 PARTNERS, L.P.
By: T3 GenPar, L.P., its General Partner
By: T3 Advisors, Inc., its General Partner
By: /s/ RICHARD A. EKLEBERRY
--------------------------------------------
Name: Richard A. Ekleberry
Title: Vice President
B-1
<PAGE> 36
COLONY INVESTORS IV, L.P.
By: Colony Capital IV, L.P., its General Partner
By: ColonyGP IV, Inc., its General Partner
By: /s/ RICHARD A. EKLEBERRY
--------------------------------------------
Name: Richard A. Ekleberry
Title: Vice President
TPG FIRSTWORLD II LLC
By: TPG Parallel III, L.P., its Manager
By: TPG GenPar III, L.P., its General Partner
By: TPG Advisors III, Inc., its General Partner
By: /s/ RICHARD A. EKLEBERRY
--------------------------------------------
Name: Richard A. Ekleberry
Title: Vice President
Acknowledged and agreed as of this
2nd day of March, 2000
ENRON NORTH AMERICA CORP.
By: /s/ RAYMOND M. BOWEN, JR.
--------------------------------------
Name: Raymond M. Bowen, Jr.
Title: Managing Director
ECT MERCHANT INVESTMENTS CORP.
By: /s/ RAYMOND M. BOWEN, JR.
--------------------------------------
Name: Raymond M. Bowen, Jr.
Title: Managing Director
B-2
