GOLDMAN SACHS AGREEMENT
EXECUTION COPY
VOICESTREAM STOCKHOLDERS AGREEMENT
This VoiceStream Stockholders Agreement (this "Agreement") dated as of
August 26, 2000 among Powertel, Inc., a Delaware corporation ("Powertel"), each
of the stockholders of VoiceStream listed on the signature page hereto (each, a
"Stockholder" ), and VoiceStream Wireless Corporation, a Delaware corporation
("VoiceStream") solely for purposes of Section 6.
WHEREAS, simultaneously with the execution of this Agreement,
VoiceStream and Powertel are entering into an Agreement and Plan of Merger (the
"Powertel Merger Agreement"), dated as of the date hereof, providing, among
other things, for the merger of a subsidiary of VoiceStream with and into
Powertel (the "Merger");
WHEREAS, Powertel has agreed to enter into the Powertel Merger
Agreement only if the VoiceStream Principal Stockholders enter into a
VoiceStream Voting Agreement, including this Agreement;
WHEREAS, in the Powertel Merger Agreement VoiceStream has agreed,
subject to the conditions set forth therein, to acquire all of the shares of
Powertel Common Stock (as defined below);
NOW THEREFORE, in consideration of the foregoing and the mutual
premises, representations, warranties, covenants and agreements contained herein
and in the Merger Agreement, the parties hereto, intending to be legally bound
hereby, agree as follows:
1. Certain Definitions.
--------------------
This Agreement is one of the VoiceStream Voting Agreements referenced
in the recitals to the Powertel Merger Agreement. For the purposes of this
Agreement, all capitalized terms used but not otherwise defined herein shall
have the respective meanings given to such terms in the Powertel Merger
Agreement.
For the purposes of this Agreement, the words "beneficially owned" or
"beneficial ownership" shall include, with respect to any securities, the
beneficial ownership by a Stockholder and by any direct or indirect Subsidiary
of a Stockholder; except that no broker or dealer or any Affiliate thereof shall
be deemed to beneficially own, or own of record, any securities the beneficial
ownership of which is acquired in the ordinary course of the activities of a
broker or dealer registered under Section 15 of the Exchange Act, including, but
not limited to, the acquisition of record or beneficial ownership of such
securities as a result of any market-making or underwriting activities
(including any securities acquired for the investment account of a broker or
dealer in connection with such underwriting activities), or the exercise of
investment or voting discretion authority over any of its customer accounts, or
the acquisition in good faith of such securities in connection with the
enforcement of payment of a debt previously contracted, or those owned by
customer managed accounts, mutual funds, exchange funds or similar investment
funds.
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"Transfer" means, with respect to any security, the sale, transfer,
pledge, hypothecation, encumbrance, assignment or other disposition of such
security or the record or beneficial ownership thereof, the offer to make such a
sale, transfer or other disposition, and each agreement, arrangement or
understanding, whether or not in writing, to effect any of the foregoing.
2. Representations; Warranties and Covenants of Each Stockholder. Each
Stockholder hereby represents and warrants, severally and not jointly, to
Powertel, solely with respect to itself, as follows:
(a) Title. As of the date hereof, such Stockholder is the sole record
or beneficial owner of the number of shares of VoiceStream Common Stock or
VoiceStream preferred stock, as the case may be, set forth opposite such
Stockholder's name on Exhibit A attached hereto (with respect to each
Stockholder, such Stockholder's "Existing Shares" and, together with record or
beneficial ownership of any shares of VoiceStream Common Stock or other voting
capital stock of VoiceStream acquired after the date hereof, whether upon the
exercise of warrants or options, conversion of VoiceStream preferred stock or
any convertible securities or otherwise, such Stockholder's "Shares"), and/or
the number of warrants, options or other rights to acquire or receive such
VoiceStream Common Stock or VoiceStream preferred stock, as the case may be, set
forth opposite such Stockholder's name on Exhibit A attached hereto (with
respect to each Stockholder, such Stockholder's "Existing Rights" and, together
with record or beneficial ownership of any warrants, options or other rights to
acquire or receive such shares of VoiceStream Common Stock or other voting
capital stock of VoiceStream acquired after the date hereof, such Stockholder's
"Rights"). Such Stockholder is the lawful owner of the Existing Shares and
Existing Rights, free and clear of all liens, claims, charges, security
interests or other encumbrances, except as disclosed on Exhibit A. As of the
date hereof, the Existing Shares constitute all of the capital stock of
VoiceStream owned of record or beneficially by such Stockholder (excluding the
Existing Rights) and such Stockholder does not own of record or beneficially, or
have the right to acquire (whether currently, upon lapse of time, following the
satisfaction of any conditions, upon the occurrence of any event or any
combination of the foregoing) any shares of VoiceStream Common Stock or
VoiceStream preferred stock or any other securities convertible into or
exchangeable or exercisable for shares of VoiceStream Common Stock, except
pursuant to the Existing Rights.
(b) Right to Vote. Except as disclosed on Exhibit A, such Stockholder
has, and (subject to the provisions of Section 3(a)) will have at the
VoiceStream Stockholders' Meeting, with respect to all of such Stockholder's
Shares listed on Exhibit A and acquired subsequent to the date hereof and prior
to the record date for the VoiceStream Stockholders' Meeting, sole voting power,
sole power of disposition or sole power to issue instructions with respect to
the matters set forth in Section 4 hereof and to fulfill its obligations under
such Section and shall not take any action or grant any person any proxy
(revocable or irrevocable) or power-of-attorney with respect to any Shares or
Rights inconsistent with his or its obligations as provided by Section 4 and
Section 5 hereof. Each Stockholder hereby revokes any and all proxies with
respect to such Stockholder's Existing Shares to the extent they are
inconsistent with the Stockholders' obligations under this Agreement.
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(c) Authority. Such Stockholder has full legal power, authority, legal
capacity and right to execute and deliver, and to perform its or his obligations
under, this Agreement. No proceedings or actions on the part of such Stockholder
other than those already taken are necessary to authorize the execution,
delivery or performance of this Agreement or the consummation of the
transactions contemplated hereby. This Agreement has been duly and validly
executed and delivered by such Stockholder and constitutes a valid and binding
agreement of such Stockholder enforceable against such Stockholder in accordance
with its terms, subject to (i) bankruptcy, insolvency, moratorium and other
similar laws now or hereafter in effect relating to or affecting creditors
rights generally and (ii) general principles of equity (regardless of whether
considered in a proceeding at law or in equity).
(d) Conflicting Instruments. Neither the execution and delivery of this
Agreement nor the performance by such Stockholder of its agreements and
obligations hereunder will result in any breach or violation of, or be in
conflict with or constitute a default under, any term of any agreement,
judgment, injunction, order, decree, federal law or regulation to which such
Stockholder is a party or by which such Stockholder (or any of its assets) is
bound.
(e) Powertel's Reliance. Such Stockholder understands and acknowledges
that Powertel is entering into the Powertel Merger Agreement in reliance upon
such Stockholder's execution, delivery and performance of this Agreement.
3. Restriction on Transfer; Other Restrictions.
--------------------------------------------
(a) From the date hereof until the later of January 1, 2001 and the
date of the VoiceStream Stockholders' Meeting, each Stockholder agrees not to
Transfer any Shares or Rights owned of record or beneficially by such
Stockholder, except as otherwise permitted by this Section 3 or pursuant to the
Powertel Merger Agreement or the DT Merger Agreement, Transfers to any Affiliate
of the Stockholder who agrees in writing to be bound by the terms of this
Agreement or Transfers which occur by operation of law if the transferee
remains, or agrees in writing to remain, bound by the terms of this Agreement,
other than, in each case, with Powertel's prior written consent, provided,
however, that this Section 3(a) shall cease to be of any force or effect
immediately upon termination of the Powertel Merger Agreement.
(b) Each Stockholder agrees that if at any time during the period
beginning on the later of January 1, 2001 and the date of the VoiceStream
Stockholders' Meeting and continuing until the first to occur of (1) the
Effective Time and (2) the termination of the Powertel Merger Agreement, the
Stockholders propose to Transfer, or exercise or propose to exercise
registration rights with respect to, more than 25% of the Stockholders' Shares
(individually or in the aggregate with other Transfers made during such period),
such Stockholder will notify the Powertel stockholders listed on Exhibit B
attached hereto ("the "Powertel Stockholders") in writing at the addresses set
forth on Exhibit B at least three Business Days in advance of such proposed
Transfer or exercise of rights, whichever is first to occur, and shall waive any
right of such Stockholder to preclude or delay the filing of a registration
statement or a Transfer by the Powertel Stockholders with respect to Powertel
Stock up to the amounts permitted under Section 3.3 of such Powertel
Stockholders' Powertel Stockholders Agreements with VoiceStream (as such amounts
may be increased by the provisions of such Section 3.3).
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(c) Each Stockholder agrees that if at any time during the period
beginning on the Effective Time through and including the six (6) month
anniversary of the Effective Time, the Stockholders propose to Transfer, or
exercise or propose to exercise registration rights with respect to more than
such number of Shares that the Stockholders are permitted to Transfer under Rule
144 promulgated under the Securities Act, including the volume restriction
contained therein (individually or in the aggregate with other Transfers made
during such period), such Stockholder will notify the Powertel Stockholders in
writing at least three Business Days in advance of such proposed Transfer or
exercise of rights, whichever is first to occur, and, at the Stockholders'
option, either (i) allow each Powertel Stockholder to include a proportionate
percentage (i.e., a percentage equivalent to the ratio of the total number of
Shares offered for sale by the Stockholders to the total number of Shares
beneficially owned by the Stockholders) of the total number of shares of
VoiceStream Common Stock beneficially owned by such Powertel Stockholder in any
registration statement requested to be filed by the Stockholders or (ii) shall
waive any right that such Stockholder may have to preclude or delay the filing
of a registration statement by any of the Powertel Stockholders covering a
number of shares up to that permitted under Section 3.4 of such Powertel
Stockholders' Powertel Stockholders Agreements with VoiceStream (as such number
may be increased by the provisions of such Section 3.4).
4. Agreement to Vote. Each Stockholder hereby irrevocably and
unconditionally agrees to vote or to cause to be voted or provide a consent with
respect to, all Shares that he, she or it owns of record or beneficially as of
the record date for the VoiceStream Stockholders' Meeting at the VoiceStream
Stockholders' Meeting and at any other annual or special meeting of stockholders
of VoiceStream or action by written consent where such matters arise in favor of
the Powertel Merger Agreement and, if required, the other transactions
referenced in the Powertel Merger Agreement, and against the liquidation or
winding up of VoiceStream.
5. Delivery of Proxy. In furtherance of the agreements contained in
Section 4 hereof, each Stockholder hereby agrees (a) to complete and send the
proxy card received by such Stockholder with the Joint Proxy Statement, so that
such proxy card is received by VoiceStream, as prescribed by the Joint Proxy
Statement, not later than the fifth Business Day preceding the day of the
VoiceStream Stockholders Meeting, (b) to vote, by completing such proxy card but
not otherwise, all the Shares he, she or it owns of record or beneficially as of
the record date for the VoiceStream Stockholder' Meeting (i) in favor of the
Powertel Merger Agreement and, if required, the other transactions referenced in
the Powertel Merger Agreement and (ii) if the opportunity to do so is presented
to such Stockholder on the proxy card, against the liquidation or winding up of
VoiceStream and (c) not to revoke any such proxy.
6. Amendment of Existing Voting Agreements. The Stockholders and
certain other stockholders of VoiceStream are parties to a Voting Agreement
dated February 25, 2000 (as amended May 4, 2000), and a certain First Amended
and Restated Voting Agreement dated July 23, 2000 which will take effect in
accordance with its terms (collectively the "Existing Voting Agreements")
pursuant to which they have agreed to vote all shares of VoiceStream Common
Stock and VoiceStream preferred stock beneficially owned by each of them at the
time of such vote in the election of directors in accordance with the procedures
and provisions set forth in such agreements. On or before the Effective Time,
provided that the Stockholders are still subject to the Existing Voting
Agreements, VoiceStream and the Stockholders agree to
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execute and deliver, and VoiceStream agrees that it will make commercially
reasonable efforts to cause the other parties to the Existing Voting Agreements
to execute and deliver, an amendment to the Existing Voting Agreements (the
"Amended Voting Agreement") on terms mutually satisfactory to VoiceStream, the
Stockholders, the Powertel Principal Stockholders (who will become parties to
the Amended Voting Agreement), and the other parties who are presently parties
to the Existing Voting Agreements, providing for: (i) the nomination of one
representative of the Powertel stockholders to the VoiceStream Board of
Directors who shall be initially designated by the Powertel Board of Directors
and who shall also be reasonably satisfactory to VoiceStream; (ii) the creation
of a vacancy on the VoiceStream Board of Directors (and the approval of any
Bylaw amendments or other actions required to do so); (iii) the appointment of
such nominee (and any successor nominee) to a newly created vacancy on the
VoiceStream Board of Directors; and (iv) an agreement to vote all shares of
VoiceStream Common Stock and other voting securities of VoiceStream (and all
securities received in exchange, replacement or substitution therefore, or as a
dividend or result of a stock split with respect thereto) owned of record or
beneficially by the Stockholders at the time of such vote for such nominee (and
any successor nominee) at the first two annual meetings after the Effective
Time. If VoiceStream and the Stockholders are unable to cause the execution of
an Amended Voting Agreement, they shall execute a separate voting agreement with
the Powertel Principal Stockholders and such other VoiceStream stockholders who
agree to enter into such separate voting agreement on terms and conditions
substantially similar to the Existing Voting Agreements making the same
additional provisions as set forth in the preceding sentence. Prior to the
Effective Time, the Powertel Board of Directors may make such provisions as it
deems appropriate for successor nominees each of which shall be reasonably
satisfactory to VoiceStream. After the Effective Time, any nominee or successor
nominee shall be selected by mutual agreement of ITC Holding Company, Inc., a
Delaware corporation ("ITCORP") and SCANA Communications Holdings, Inc., a
Delaware corporation ("SCORP") or, if no such agreement can be reached, by
whichever of ITCORP and SCORP beneficially owns the larger number of shares of
VoiceStream Common Stock and VoiceStream preferred stock (on an as-if-converted
basis).
7. Additional Shares and Additional Rights. If, after the date hereof,
a Stockholder acquires record or beneficial ownership of any additional shares
of capital stock of VoiceStream (any such shares, "Additional Shares"),
including, without limitation, upon exercise of any option, warrant or right to
acquire shares of capital stock of VoiceStream, through the conversion of the
VoiceStream preferred stock or through any stock dividend or stock split (any
such options, warrants or rights, "Additional Rights"), the provisions of this
Agreement applicable to the Shares shall be applicable to such Additional Shares
and Additional Rights from and after the date of acquisition thereof. The
provisions of the immediately preceding sentence shall be effective with respect
to Additional Shares without action by any Person immediately upon the
acquisition by any Stockholder of record or beneficial ownership of such
Additional Shares or Additional Rights.
8. Miscellaneous.
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(a) Entire Agreement. This Agreement constitutes the entire agreement
among the parties with respect to the subject matter hereof.
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(b) Costs and Expenses. All costs and expenses incurred in connection
with this Agreement and the transactions contemplated hereby shall be paid by
the party incurring such expenses.
(c) Invalid Provisions. If any provision of this Agreement shall be
invalid or unenforceable under applicable law, such provision shall be
ineffective to the extent of such invalidity or unenforceability only, without
it affecting the remaining provisions of this Agreement.
(d) Execution in Counterparts. This Agreement may be executed in
counterparts transmitted and delivered by facsimile each of which shall be an
original with the same effect as if the signatures hereto and thereto were upon
the same instrument.
(e) Specific Performance. Each Stockholder agrees with Powertel as to
himself or itself that if for any reason such Stockholder fails to perform any
of his or its agreements or obligations under this Agreement, irreparable harm
or injury to Powertel would be caused as to which money damages would not be an
adequate remedy. Accordingly, each Stockholder agrees that, in seeking to
enforce this Agreement against such Stockholder, Powertel shall be entitled, in
addition to any other remedy available at law, equity or otherwise, to specific
performance and injunctive and other equitable relief. The provisions of this
Section 8(e) are without prejudice to any other rights or remedies, whether at
law or in equity, that Powertel may have against such Stockholder for any
failure to perform any of its agreements or obligations under this Agreement.
(f) Amendments; Termination.
-----------------------
(i) This Agreement, including this Section 8(f), may not be
modified, amended, altered or supplemented, except upon the execution
and delivery of a written agreement executed by the parties hereto.
(ii) The provisions of this Agreement (other than Sections 3, 4
and 6) shall terminate upon the earliest to occur of (A) the
consummation of the Merger, (B) the date that is two (2) years after
the date hereof, and (C) the termination of the Merger Agreement. The
provisions of Sections 3(a), 3(b) and 4 of this Agreement shall
terminate when the applicable time periods set forth in Section 3
lapse, and the provisions of Section 3(c) shall terminate on the
earlier of the six (6) month anniversary of the Effective Time or upon
the termination of the Powertel Merger Agreement. The provisions of
Section 6 shall terminate upon earlier of the execution and delivery
of a new or amended voting agreement or the termination of the
Powertel Merger Agreement.
(g) Governing Law; Submission and Jurisdiction.
------------------------------------------
(i) This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware without giving
effect to the principles of conflicts of laws thereof.
(ii) Each of the parties hereto irrevocably agrees that any legal
action or proceeding with respect to this Agreement or for recognition
and enforcement of any
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judgment in respect hereof brought by the other party hereto or its
successors or assigns shall be brought and determined only in the
United States District Court for the State of Delaware or, in the
event (but only in the event) that such court does not have subject
matter jurisdiction over such action or proceeding, in the courts of
the State of Delaware. Each of the parties hereto hereby irrevocable
submits with regard to any such action or proceeding for itself and in
respect to its property, generally and unconditionally, to the
personal jurisdiction of the aforesaid courts. Each of the parties
hereto hereby irrevocably waives, and agrees not to assert, by way of
motion, as a defense, counterclaim or otherwise, in any action or
proceeding with respect to this Agreement, (A) any claim that it is
not personally subject to the jurisdiction of the above-named courts
for any reason other than the failure to serve in accordance with this
Section 8(g)(ii) or that it or its property is exempt or immune from
jurisdiction of any such court or from any legal process commenced in
such courts (whether through service of notice, attachment prior to
judgment, attachment in aid of execution of judgment, execution of
judgment or otherwise), and (B) to the fullest extent permitted by the
applicable law, that (x) the suit, action or proceeding in such court
is brought in an inconvenient forum, (y) the venue of such suit,
action or proceeding is improper and (z) this Agreement, or the
subject matter hereof, may not be enforced in or by such courts.
Without limiting the foregoing, each party agrees that service of
process on such party as provided in Section 8(i) shall be deemed
effective service of process on such party.
(h) Successors and Assigns. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
legal successors (including, in the case of such Stockholder or any other
individual, any executors, administrators, estates, legal representatives and
heirs of such Stockholder or such individual) and permitted assigns; provided
that, except as otherwise provided in this Agreement, no party may assign,
delegate or otherwise transfer any of its rights or obligations under this
Agreement.
(i) Notices. All notices and other communications given or made
pursuant hereto shall be in writing and shall be deemed to have been duly given
or made as of the date of receipt and shall be delivered personally or sent by
overnight courier or sent by telecopy, to the Parties at the following addresses
or telecopy numbers (or at such other address or telecopy number for a party as
shall be specified by like notice):
(i) if to a Stockholder, at such Stockholder's address appearing
on Exhibit A hereto or at any other address that such Stockholder may
have provided in writing to Powertel and the other Stockholders,
with a copy to:
Preston Gates & Ellis LLP
701 Fifth Avenue, Suite 5000
Seattle, WA 98104
Attn: Richard B. Dodd, Esq.
Telecopy No: 206-623-7022
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And a copy to:
Friedman, Kaplan & Seiler LLP
875 Third Avenue
New York, New York 10022
Attention: Barry A. Adelman
Facsimile: 212-355-6401
(ii) if to Powertel:
Powertel, Inc.
1239 O.G. Skinner Drive
West Point, GA 31833
Attention: Chairman of the Board
Facsimile: 706-645-9563
with a copy to:
Morris Manning & Martin, L.L.P.
1600 Atlanta Financial Center
3343 Peachtree Road, NE
Atlanta, Georgia 30326
Attention: James Walker IV
Facsimile: 404-365-9532
(j) Third Party Beneficiaries. This Agreement is entered into solely
for the benefit of the parties hereto and no person other than such parties, and
their respective successors and permitted assigns to the extent expressly
provided herein, may exercise any right or enforce any obligation hereunder;
provided, however, that the Powertel Stockholders shall be deemed to be third
party beneficiaries of this Agreement solely with respect to the notification
provisions contained in Sections 3(b) and 3(c) hereof.
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STOCKHOLDERS SIGNATURE PAGE - GOLDMAN SACHS
IN WITNESS WHEREOF, the parties hereto have executed this VoiceStream
Stockholders Agreement as of this 26th day of August, 2000.
VOICESTREAM WIRELESS
CORPORATION
By: /s/ Cregg Baumbaugh
--------------------------------
Name: Cregg Baumbaugh
Title: Executive Vice President,
Finance, Strategy &
Development
POWERTEL, INC.
By: /s/ Allen E. Smith
--------------------------------
Name: Allen E. Smith
Title: President and CEO
GS CAPITAL PARTNERS, L.P.
By: GS Advisors, L.L.C.,
its General Partner
By: /s/ Katherine L. Nissenbaum
---------------------------
Name: Katherine L. Nissenbaum
Title: Vice President
THE GOLDMAN SACHS GROUP, INC.
By: /s/ Terence M. O'Toole
--------------------------------
Name: Terence M. O'Toole
Title: Attorney-in-Fact
BRIDGE STREET FUND 1992, L.P.
By: Stone Street 1992, L.L.C.,
its General Partner
By: /s/ Katherine L. Nissenbaum
----------------------------
Name: Katherine L. Nissenbaum
Title: Vice President
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STONE STREET FUND 1992, L.P.
By: Stone Street 1992, L.L.C.,
its General Partner
By: /s/ Katherine L. Nissenbaum
----------------------------
Name: Katherine L. Nissenbaum
Title: Vice President
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EXHIBIT A
<TABLE>
<CAPTION>
Stockholder Name and Address Number of Existing Shares Number and Description of
---------------------------- ------------------------- Existing Rights
-------------------------
<S> <C> <C>
GS Capital Partners, L.P. 8,986,738
c/o Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
Attention: Terence O'Toole
Fax: 212-902-3000
The Goldman Sachs Group, Inc. 68,821
c/o Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
Attention: Terence O'Toole
Fax: 212-357-5505
Bridge Street Fund 1992, L.P. 273,069
c/o Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
Attention: Terence O'Toole
Fax: 212-357-5505
Stone Street Fund 1992, L.P. 470,401
c/o Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
Attention: Terence O'Toole
Fax: 212-357-5505
9,799,029
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</TABLE>
The Shares listed above are subject to a Stockholders Agreement executed among
the Stockholders and Deutsche Telekom AG, dated as of July 23, 2000.
<PAGE>
EXHIBIT B
<TABLE>
<CAPTION>
POWERTEL STOCKHOLDERS
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<S> <C>
ITC Holding Corporation, Inc. 614 West Bay Street
ITC Service Company Tampa, FL 33606-2704
ITC Wireless, Inc.
3300 20th Avenue ABOVE ADDRESS FOR THE FOLLOWING STOCKHOLDERS:
Valley, AL 36854
Donald W. Burton
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Sonera Holding, B.V. The Burton Partnership, L.P., Donald W. Burton, General
c/o Sonera Corporation Partner
P.O. Box 106
FIN-00051-SONERA The Burton Partnership (QP), L.P., Donald W. Burton,
Teollisuuskatu 15, Helsinki General Partner
Attn: Kaj-Erik Relander,
Deputy Chief Executive Officer
Facsimile: 011 358 2040 3770
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Sonera Corporation South Atlantic Venture Fund II, L.P., South Atlantic
P.O. Box 106 Venture Partners II, L.P., general partner, of which
FIN-00051-SONERA Mr. Burton is managing general partner
Teollisuuskatu 15, Helsinki
Attn: Kaj-Erik Relander, South Atlantic Venture Fund III, L.P.; South Atlantic
Deputy Chief Executive Officer Partners III, L.P., sole general partner, of which Mr.
Facsimile: 011 358 2040 3770 Burton is chairman
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SCANA Communications Holdings, Inc. South Atlantic Private Equity Fund IV, L.P.; South
Delaware Avenue, Suite 510 Atlantic Private Equity Partners IV, sole general
Wilmington, DE 19801-1622 partner, of which Mr. Burton is chairman
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American Water Works Company South Atlantic Private Equity Fund IV (QP) L.P.; South
PO Box 1770 Atlantic Private Equity Partners IV, Inc., sole general
Voorhees, NJ 08043 partner, of which Mr. Burton is chairman
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</TABLE>
