<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------------------
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a)
(AMENDMENT NO. 1)
Intermedia Communications, Inc.
------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
---------------------------
(Title of Class of Securities)
458801107
---------
(CUSIP Number)
KKR 1996 Fund L.P., KKR Partners II, L.P.,
KKR Associates 1996 L.P., KKR 1996 GP LLC,
KKR Associates (Strata) L.P., Strata LLC,
ICI Ventures LLC
c/o Kohlberg Kravis Roberts & Co.
9 West 57th Street, New York, New York 10019
(212) 750-8300
----------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 1, 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 statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
(Continued on following pages)
(Page 1 of 4 Pages)
<PAGE> 2
Item 4. Purpose of Transaction.
On September 1, 2000, Intermedia Communications Inc. ("Intermedia") entered
into a merger agreement with WorldCom, Inc. ("WorldCom") whereby a subsidiary of
WorldCom will be merged with and into Intermedia (the "Merger"), the outstanding
shares of common stock of Intermedia will be exchanged for shares of common
stock of WorldCom and Intermedia will become a subsidiary of WorldCom. In
connection with the execution of the merger agreement ICI Ventures LLC ("ICI
Ventures") entered into a Stockholders Agreement, dated September 1, 2000 (the
"Stockholders Agreement") among Worldcom and others. Pursuant to the terms of
the Stockholders Agreement, ICI Ventures has agreed, among other things, to vote
in favor of the Merger at any meeting of Intermedia called for such purpose. ICI
Ventures has also agreed that during the term of the Stockholders Agreement, it
will vote against and shall not consent to (i) certain transactions involving
Intermedia, and (ii) certain other actions which could prevent, impede or
interfere with consummation of the Merger. As part of the Stockholders
Agreement, ICI Ventures also agreed to certain restrictions on its ability to
transfer the securities of Intermedia held by it. ICI Ventures also granted a
proxy to certain employees of WorldCom the right to vote the securities of
Intermedia held by it at any meeting of Intermedia stockholders in favor of the
Merger. The Stockholders Agreement terminates upon the earlier to occur of the
effective time of the Merger or 10 business days following termination of the
merger agreement in accordance with its terms.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Item 4 above summarizes certain provisions of the Stockholders Agreement. A
copy of the Stockholders Agreement is attached hereto as Exhibit 1 and is
incorporated by reference herein.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 Stockholders Agreement, dated as of September 1, 2000,
among Worldcom, Inc., ICI Ventures, LLC and others.
(Page 2 of 4 Pages)
<PAGE> 3
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
ICI VENTURES LLC
By: KKR 1996 Fund L.P., Member
By: KKR Associates 1996 L.P., its General Partner
By: KKR 1996 GP LLC, its General Partner
By: /s/ WILLIAM J. JANETSCHEK
-----------------------------------------------
Name: William J. Janetschek
Title: Attorney-in-fact for Henry R. Kravis
KKR 1996 FUND L.P.
By: KKR Associates 1996 L.P., its General Partner
By: KKR 1996 GP LLC, its General Partner
By: /s/ WILLIAM J. JANETSCHEK
-----------------------------------------------
Name: William J. Janetschek
Title: Attorney-in-fact for Henry R. Kravis
KKR PARTNERS II, L.P.
By: KKR Associates (Strata) L.P.,
its General Partner
By: Strata LLC, General Partner
By: /s/ WILLIAM J. JANETSCHEK
-----------------------------------------------
Name: William J. Janetschek
Title: Attorney-in-fact for Henry R. Kravis
KKR ASSOCIATES 1996 L.P.
By: KKR 1996 GP LLC, its General Partner
By: /s/ WILLIAM J. JANETSCHEK
-----------------------------------------------
Name: William J. Janetschek
Title: Attorney-in-fact for Henry R. Kravis
(Page 3 of 4 Pages)
<PAGE> 4
KKR ASSOCIATES (STRATA) L.P.
By: Strata LLC, its General Partner
By: /s/ WILLIAM J. JANETSCHEK
-----------------------------------------------
Name: William J. Janetschek
Title: Attorney-in-fact for Henry R. Kravis
KKR 1996 GP LLC
By: /s/ WILLIAM J. JANETSCHEK
-----------------------------------------------
Name: William J. Janetschek
Title: Attorney-in-fact for Henry R. Kravis
STRATA LLC
By: /s/ WILLIAM J. JANETSCHEK
-----------------------------------------------
Name: William J. Janetschek
Title: Attorney-in-fact for Henry R. Kravis
Dated: September 15, 2000
(Page 4 of 4 Pages)
<PAGE> 5
EXHIBIT INDEX
Exhibit 1 Stockholders Agreement, dated as of September 1, 2000, among
Worldcom, Inc., ICI Ventures LLC and others.
<PAGE> 6
EXECUTION COPY
STOCKHOLDERS AGREEMENT dated as of September 1, 2000 (this "Agreement"), among
WORLDCOM, INC., a Georgia corporation ("Parent"), and the individuals and other
parties listed on Schedule A attached hereto (each, a "Stockholder" and,
collectively, the "Stockholders").
WHEREAS Parent, Wildcat Acquisition Corp., a Delaware corporation and a
direct wholly owned subsidiary of Parent ("Merger Sub"), and Intermedia
Communications Inc., a Delaware corporation ("Target"), propose to enter into an
Agreement and Plan of Merger dated as of the date hereof (as the same may be
amended or supplemented, the "Merger Agreement"; terms used but not defined
herein shall have the meanings set forth in the Merger Agreement) providing for
the merger of Merger Sub with and into Target upon the terms and subject to the
conditions set forth in the Merger Agreement (the "Merger");
WHEREAS each Stockholder owns the number of shares of Target Common Stock
or Target Series G Preferred Stock set forth opposite such Stockholder's name on
Schedule A hereto (such shares of Target Common Stock or Target Series G
Preferred Stock, together with any other shares of Target Common Stock or Target
Series G Preferred Stock acquired by such Stockholder before or after the date
hereof and during the term of this Agreement (including through the exercise of
any stock options, warrants or similar instruments), being collectively referred
to herein as the "Subject Shares"); and
WHEREAS as a condition to its willingness to enter into the Merger
Agreement, Parent has requested that each Stockholder enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the representations,
warranties and agreements set forth herein, the parties hereto agree as follows:
SECTION 1. Representations and Warranties of Each Stockholder. Each
Stockholder hereby, severally and not jointly, represents and warrants to Parent
as follows:
<PAGE> 7
(a) Organization; Authority; Execution and Delivery; Enforceability. Such
Stockholder has all requisite power and authority to enter into this Agreement
and to consummate the transactions contemplated hereby. To the extent that such
Stockholder is an entity other than an individual, such Stockholder is duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization. The execution and delivery of this Agreement by
such Stockholder and the consummation by such Stockholder of the transactions
contemplated hereby have been duly authorized by all necessary action on the
part of such Stockholder. This Agreement has been duly executed and delivered by
such Stockholder and, assuming due authorization, execution and delivery by
Parent, constitutes a legal, valid and binding obligation of such Stockholder,
enforceable against such Stockholder in accordance with its terms. The execution
and delivery by such Stockholder of this Agreement do not, and the consummation
of the transactions contemplated hereby and compliance with the provisions
hereof, will not, conflict with, or result in any violation of, or default (with
or without notice or lapse of time or both) under, or give rise to a right of
termination, cancelation or acceleration of any obligation or loss of a benefit
under, or result in the creation of any Lien on any properties or assets of such
Stockholder under, (i) any provision of any certificate of incorporation or
by-laws or partnership or limited liability company agreement or the comparable
organizational documents applicable to such Stockholder, (ii) any loan or credit
agreement, note, bond, mortgage, indenture, lease or other agreement,
instrument, permit, concession, franchise, license or similar authorization (a
"Contract") to which such Stockholder is a party or by which any of the
properties or assets of such Stockholder are bound or (iii) subject to the
filings and other matters referred to in the following sentence of this Section
1(a), any judgment, order, decree, statute, law, ordinance, rule or regulation
applicable to such Stockholder or its properties or assets, except in the case
of each of clauses (ii) and (iii), as is not reasonably likely to (x) impair the
ability of such Stockholder to perform its obligations under this Agreement or
(y) prevent or materially delay the consummation of the transactions
contemplated by this Agreement. No consent, approval, order or authorization of,
action by or in respect of, or registration, declaration or filing with, any
Governmental Entity is required by or with respect to such Stockholder in
connection with the execution and delivery of this Agreement by such Stockholder
or the consummation by such Stockholder of the transactions contemplated hereby,
except for such filings under the Exchange Act as may be required in connection
with this Agreement and the transactions contemplated hereby and except those
which are not reasonably likely to (x) impair the ability of such Stockholder to
perform its obligations under this Agreement or (y) prevent or materially delay
the consummation of
<PAGE> 8
the transactions contemplated by this Agreement. No trust of which such
Stockholder is a trustee requires the consent of any beneficiary to the
execution and delivery of this Agreement or to the consummation of the
transactions contemplated hereby, except for such consents which have been
obtained prior to the date hereof.
(b) The Subject Shares. Such Stockholder is the record and beneficial
owner of (or is the trustee of a trust that is the record holder of, and whose
beneficiaries are the beneficial owners of), and has good and marketable title
to, the Subject Shares set forth opposite its name on Schedule A hereto, free
and clear of any Liens. Such Stockholder does not own of record any shares of
Target Common Stock or Target Series G Preferred Stock other than the Subject
Shares set forth opposite its name on Schedule A hereto, and does not
beneficially own any shares of capital stock of Target other than Subject
Shares. Such Stockholder has the sole right to vote and Transfer (as defined
below) the Subject Shares set forth opposite its name on Schedule A hereto, and
none of such Subject Shares is subject to any voting trust or other agreement,
arrangement or restriction with respect to the voting or the Transfer of such
Subject Shares, except as set forth in Section 3 and Section 4 of this
Agreement.
SECTION 2. Representations and Warranties of Parent. Parent hereby
represents and warrants to each Stockholder as follows: Parent has all requisite
corporate power and authority to enter into this Agreement and to consummate the
transactions contemplated hereby. The execution and delivery of this Agreement
by Parent and the consummation of the transactions contemplated hereby have been
duly authorized by all necessary corporate action on the part of Parent. This
Agreement has been duly executed and delivered by Parent and, assuming due
authorization, execution and delivery by each Stockholder, constitutes a legal,
valid and binding obligation of Parent, enforceable against Parent in accordance
with its terms. The execution and delivery by Parent of this Agreement do not,
and the consummation of the transactions contemplated hereby and compliance with
the provisions hereof, will not, conflict with, or result in any violation of,
or default (with or without notice or lapse of time or both) under, or give rise
to a right of termination, cancelation or acceleration of any obligation or loss
of a benefit under, or result in the creation of any Lien on any properties or
assets of Parent under, (i) any provision of the Second Amended and Restated
Articles of Incorporation or by-laws of Parent, (ii) any Contract to which
Parent is a party or by which any of its properties or assets are bound or (iii)
subject to the filings and other matters referred to in the last sentence of
this Section 2, any judgment, order, decree, statute, law, ordinance, rule or
regulation applicable to Parent or any of
<PAGE> 9
its properties or assets, except in the case of each of clauses (ii) and (iii),
as is not reasonably likely to (x) have a Material Adverse Effect on Parent, (y)
impair the ability of Parent to perform its obligations under this Agreement or
(z) prevent or materially delay the consummation of the transactions
contemplated by this Agreement. No consent, approval, order or authorization of,
action by or in respect of, or registration, declaration or filing with, any
Governmental Entity is required by or with respect to Parent in connection with
the execution and delivery of this Agreement by Parent or the consummation by
Parent of the transactions contemplated hereby except for such filings under the
Exchange Act as may be required in connection with this Agreement and the
transactions contemplated hereby and except those which are not reasonably
likely to (x) have a Material Adverse Effect on Parent, (y) impair the ability
of Parent to perform its obligations under this Agreement or (z) prevent or
materially delay the consummation of the transactions contemplated by this
Agreement.
SECTION 3. Covenants of Each Stockholder. Each Stockholder, severally and
not jointly, covenants and agrees during the term of this Agreement as follows:
(a) At any meeting of the stockholders of Target called to vote upon the
Merger or the Merger Agreement or at any adjournment thereof or in any other
circumstances upon which a vote, consent, adoption or other approval (including
by written consent solicitation) with respect to the Merger or the Merger
Agreement is sought, such Stockholder shall, including by executing a written
consent solicitation if requested by Parent, vote (or cause to be voted) the
Subject Shares in favor of the adoption by Target of the Merger Agreement and
the approval of the terms thereof and of the Merger and each of the other
transactions contemplated by the Merger Agreement. Such Stockholder hereby
agrees not to take any action by written consent in any circumstance other than
in accordance with this paragraph.
(b) At any meeting of the stockholders of Target or at any adjournment
thereof or in any other circumstances upon which a vote, consent, adoption or
other approval (including by written consent solicitation) is sought, such
Stockholder shall vote (or cause to be voted) all of the Subject Shares of such
Stockholder against, and shall not consent to (and shall cause not to be
consented to) any of the following (or any agreement to enter into, effect,
facilitate or support any of the following): (i) any Takeover Proposal or
transaction or occurrence which if proposed and offered to Target or its
stockholders (or any of them) would be a Takeover Proposal or (ii) any amendment
of Target's Restated Certificate of Incorporation or By-laws or
<PAGE> 10
other proposal, action or transaction involving Target or any of its
subsidiaries or any of its stockholders, which amendment or other proposal,
action or transaction would, or could reasonably be expected to, prevent,
impede, interfere with, hinder or delay the consummation of the Merger or any of
the other transactions contemplated by the Merger Agreement or the consummation
of the transactions contemplated by this Agreement or to dilute in any material
respect the benefits to Parent of the Merger and the other transactions
contemplated by the Merger Agreement or the transactions contemplated by this
Agreement, or change, other than pursuant to the Merger Agreement, in any manner
the voting rights of Target Common Stock, Target Series G Preferred Stock or any
other voting securities of Target (collectively, "Frustrating Transactions").
(c) Other than in accordance with the terms of this Agreement, such
Stockholder shall not (i) sell, transfer, pledge, assign or otherwise dispose of
(including by gift) (collectively, "Transfer"), or consent to any Transfer of,
any Subject Shares or any interest therein or enter into any contract, option or
other arrangement (including any profit sharing or other derivative arrangement)
with respect to the Transfer of, any Subject Shares or any interest therein to
any person other than pursuant to the Merger Agreement or (ii) enter into any
voting arrangement, whether by proxy, voting agreement or otherwise, in
connection with, directly or indirectly, any Takeover Proposal or otherwise with
respect to the Subject Shares. Such Stockholder shall not commit or agree to
take any action inconsistent with the foregoing. Notwithstanding any other
provision of this Agreement, each Stockholder may Transfer all or a portion of
such Stockholder's Subject Shares to any other person if such person expressly
agrees in writing to be bound by all of the provisions of this Agreement.
(d) From and after the date of this Agreement, such Stockholder shall not,
and shall not authorize or permit any of its Subsidiaries or affiliates (other
than Target in accordance with the Merger Agreement) or any of its or their
directors, officers, employees, investment bankers, financial advisors,
attorneys, accountants or other representatives to, directly or indirectly, (i)
solicit, initiate, encourage (including by way of furnishing information), or
take any other action designed to facilitate, any inquiries or the making of any
proposal that constitutes, a Takeover Proposal or a Frustrating Transaction,
(ii) enter into any agreement with respect to any Takeover Proposal or
Frustrating Transaction or (iii) participate in any discussions or negotiations
regarding a Takeover Proposal or a Frustrating Transaction; provided that the
foregoing shall not restrict actions taken by Stockholders in their capacity as
directors of Target in accordance with Section 4.3 of the Merger Agreement.
<PAGE> 11
(e) Except in his capacity as a director of Target, such Stockholder shall
not issue any press release or make any other public statement, and shall not
authorize or permit any of its Subsidiaries or affiliates (other than Target in
accordance with the Merger Agreement) or any of its or their directors,
officers, employees, partners, investment bankers, attorneys or other advisors
or representatives to issue any press release or make any other public
statement, with respect to the Merger Agreement, this Agreement, the Merger or
any of the other transactions contemplated by the Merger Agreement or this
Agreement without the prior written consent of Parent, except as may be required
by applicable law, including any filings required under the Exchange Act.
(f) Such Stockholder hereby waives any rights of appraisal, or right to
dissent from the Merger, that such Stockholder may have.
SECTION 4. Grant of Irrevocable Proxy. Each Stockholder hereby irrevocably
grants throughout the term of this Agreement to, and appoints, John T. Stupka
and K. William Grothe, Jr. and any other individual who shall hereafter be
designated by Parent, and each of them, such Stockholder's proxy and
attorney-in-fact (with full power of substitution), for and in the name, place
and stead of such Stockholder, to vote, or cause to be voted, such Stockholder's
Subject Shares, or grant a consent or approval in respect of such Subject
Shares, at any meeting of stockholders of Target or at any adjournment thereof
or in any other circumstances upon which their vote, consent or other approval
is sought, in favor of the adoption by Target of the Merger Agreement and the
approval of the terms thereof and of the Merger and each of the other
transactions contemplated by the Merger Agreement. Each Stockholder shall not,
directly or indirectly, grant any proxies or powers of attorney with respect to
his, her or its Subject Shares to any person in connection with or directly
affecting the Merger other than as set forth in this Section 4.
SECTION 5. Further Assurances. Each Stockholder will, from time to time,
execute and deliver, or cause to be executed and delivered, such additional or
further consents, documents and other instruments as Parent may reasonably
request for the purpose of effectuating the matters covered by this Agreement.
In addition, ICI Ventures LLC hereby waives, effective as of the Effective Time,
ICI Ventures LLC's rights under (i) Sections 3.I.m and 6 of the Purchase
Agreement dated January 11, 2000, between Target and ICI Ventures LLC and (ii)
Sections 7(ii), 7(iii)(C)-(E) and 8 of the Certificate of Designation of
Target's 7% Series G Junior Convertible Participating Preferred Stock.
<PAGE> 12
SECTION 6. Certain Events. Each Stockholder agrees that this Agreement and
the obligations hereunder shall attach to such Stockholder's Subject Shares and
shall be binding upon any person or entity to which legal or beneficial
ownership of such Subject Shares shall pass, whether by operation of law or
otherwise, including such Stockholder's heirs, guardians, administrators or
successors. In the event of any stock split, stock dividend, merger,
reorganization, recapitalization or other change in the capital structure of
Target affecting Target Common Stock or Target Series G Preferred Stock, or the
acquisition of additional shares of Target Common Stock, Target Series G
Preferred Stock or other voting securities of Target by any Stockholder, the
number of Subject Shares listed on Schedule A hereto beside the name of such
Stockholder shall be adjusted appropriately and this Agreement and the
obligations hereunder shall attach to any additional shares of Target Common
Stock, Target Series G Preferred Stock or other voting securities of Target
issued to or acquired by such Stockholder.
SECTION 7. Assignment. Except as permitted under Section 3(c), neither this
Agreement nor any of the rights, interests or obligations under this Agreement
shall be assigned, in whole or in part, by operation of law or otherwise, by any
of the parties hereto without the prior written consent of the other parties
hereto, except that Parent may assign, in its sole discretion, any of or all its
rights, interests and obligations under this Agreement to any direct or indirect
wholly owned subsidiary of Parent, but no such assignment shall relieve Parent
of its obligations under this Agreement. Any purported assignment in violation
of this Section 7 shall be void. Subject to the preceding sentences of this
Section 7, this Agreement will be binding upon, inure to the benefit of, and be
enforceable by, the parties hereto and their respective successors and assigns.
SECTION 8. Termination. This Agreement shall terminate upon the earlier of
(a) the Effective Time and (b) 10 Business Days after the termination of the
Merger Agreement in accordance with its terms. No such termination of this
Agreement shall relieve any party hereto from any liability for any breach of
this Agreement prior to termination.
SECTION 9. General Provisions. (a) Amendments. This Agreement may not be
amended except by an instrument in writing signed by each of the parties hereto.
(b) Notices. All notices, requests, clauses, demands and other
communications under this Agreement shall be in writing and shall be deemed
given if delivered personally, telecopied
<PAGE> 13
(with confirmation) or sent by overnight or same-day courier (providing proof of
delivery) to Parent in accordance with Section 8.02 of the Merger Agreement and
to the Stockholders at their respective addresses set forth on Schedule A hereto
(or at such other address for a party as shall be specified by like notice).
(c) Interpretation. When a reference is made in this Agreement to Sections
or Schedules, such reference shall be to a Section or Schedule to this Agreement
unless otherwise indicated. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. Wherever the words "include", "includes" or
"including" are used in this Agreement, they shall be deemed to be followed by
the words "without limitation". The words "hereof", "herein" and "hereunder" and
words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this Agreement. The
term "or" is not exclusive. The definitions contained in this Agreement are
applicable to the singular as well as the plural forms of such terms. Any
agreement or instrument defined or referred to herein or in any agreement or
instrument that is referred to herein means such agreement or instrument as from
time to time amended, modified or supplemented. References to a person are also
to its permitted successors and assigns.
(d) Counterparts; Effectiveness. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original, but all of
which, taken together, shall be considered one and the same agreement and shall
become effective when one or more counterparts have been signed by each of the
parties hereto and delivered to the other party. The effectiveness of this
Agreement shall be conditioned upon the execution and delivery of the Merger
Agreement by each of the parties thereto.
(e) Entire Agreement; No Third-Party Beneficiaries. This Agreement
(including the documents and instruments referred to herein) (i) constitutes the
entire agreement and supersedes all prior agreements and understandings, both
written and oral, among the parties hereto with respect to the subject matter of
this Agreement and (ii) is not intended to confer upon any person other than the
parties hereto any rights or remedies hereunder.
(f) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO ANY
PRINCIPLES OF CONFLICTS OF LAWS OF SUCH STATE.
<PAGE> 14
(g) No Recourse. Notwithstanding anything that may be expressed or implied
in this Agreement, Parent and Merger Sub covenant, agree and acknowledge that no
recourse under this Agreement shall be had against any current or future
director, officer, employee, general or limited partner, member, affiliate or
assignee of any Stockholder or any of the foregoing, whether by the enforcement
of any assessment or by any legal or equitable proceeding, or by virtue of any
statue, regulation or other applicable law, it being expressly agreed and
acknowledged that no personal liability whatsoever shall attach to, be imposed
on or otherwise incurred by any current or future officer, agent or employee of
any Stockholder or any current or future member of any Stockholder or any
current or future director, officer, employee, partner, member, affiliate or
assignee of any of the foregoing, as such for any obligation of a Stockholder
under this Agreement for any claim based on, in respect of or by reason of such
obligations or their creation.
SECTION 10. Stockholder Capacity. No person executing this Agreement who is
or becomes during the term hereof a director or officer of Target makes any
agreement or understanding herein in his or her capacity as such director or
officer. Each Stockholder signs solely in his or her capacity as the record
holder and beneficial owner of, or the trustee of a trust whose beneficiaries
are the beneficial owners of, such Stockholder's Subject Shares and nothing
herein shall limit or affect any actions taken by a Stockholder in its capacity
as an officer or director of Target, including under Section 4.3 of the Merger
Agreement.
SECTION 11. Enforcement. Each of the parties hereto agrees that irreparable
damage would occur in the event that any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that the parties hereto shall be entitled to
an injunction or injunctions to prevent breaches of this Agreement and to
enforce specifically the terms and provisions of this Agreement in any Delaware
state court or any Federal court located in the State of Delaware, this being in
addition to any other remedy to which they are entitled at law or in equity. In
addition, each of the parties hereto (a) consents to submit itself to the
personal jurisdiction of any Delaware state court or any Federal court located
in the State of Delaware in the event any dispute arises out of or under or
relates to this Agreement or any of the transactions contemplated hereby, (b)
agrees that it will not attempt to deny or defeat such personal jurisdiction by
motion or other request for leave from any such court, (c) agrees that it will
not bring any action, suit or proceeding arising out of or under or relating to
this Agreement or any of the transactions contemplated hereby in any court other
than any Delaware state court or any Federal court
<PAGE> 15
located in the State of Delaware and (d) waives any right to trial by jury with
respect to any action, suit or proceeding arising out of or under or relating to
this Agreement or any of the transactions contemplated hereby in any Delaware
state court or any Federal court located in the State of Delaware, and hereby
further and unconditionally waives and agrees not to plead or claim in any such
court that any such action, suit or proceeding brought in any such court has
been brought in an inconvenient forum.
<PAGE> 16
IN WITNESS WHEREOF, Parent has caused this Agreement to be signed by its
officer thereunto duly authorized and each Stockholder has signed this
Agreement, all as of the date first written above.
WORLDCOM, INC.,
by /s/ BERNARD J. EBBERS
---------------------------------
Name: Bernard J. Ebbers
Title: Director, President &
Chief Executive Officer
STOCKHOLDERS:
ICI VENTURES LLC,
by /s/ JAMES H. GREENE, JR.
--------------------------------
Name: James H. Greene, Jr.
Title: Chief Executive Officer
/s/ DAVID C. RUBERG
--------------------------------
David C. Ruberg
/s/ JOHN C. BAKER
--------------------------------
John C. Baker
/s/ PHILIP A. CAMPBELL
--------------------------------
Philip A. Campbell
/s/ RALPH J. SUTCLIFFE
--------------------------------
Ralph J. Sutcliffe
/s/ JAMES H. GREENE, JR.
--------------------------------
James H. Greene, Jr.
/s/ ALEXANDER NAVAB, JR.
--------------------------------
Alexander Navab, Jr.
<PAGE> 17
SCHEDULE A
(As of April 20, 2000)
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
Number of Number of
Name and Shares of Shares of
Address of Target Target Series G
Stockholder Common Stock(1) Preferred Stock
--------------------------------------------------------------------------------------------
<S> <C> <C>
ICI Ventures LLC 2,172,561 200,000
c/o Kohlberg Kravis Roberts & Co., L.P.
9 West 57th Street
New York, NY 10019
David C. Ruberg 1,059,005
John C. Baker 82,228
George F. Knapp 57,508
Philip A. Campbell 28,000
Ralph J. Sutcliffe 213,461
James H. Greene, Jr. 2,000
Alexander Navab, Jr. 2,000
The seven previous individuals,
c/o Intermedia Communications Inc.
One Intermedia Way
Tampa, FL 33647
--------------------------------------------------------------------------------------------
</TABLE>
-----------
(1) From the 2000 proxy statement of Intermedia Communications Inc. Includes
shares subject to options or warrants exercisable within 20 days of April
20, 2000 and to certain other vesting requirements.
