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REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT, dated as of November 4, 1997, is
between NEXTLINK COMMUNICATIONS, INC., a Washington corporation (the "Company")
and ▇▇▇▇▇ ▇. ▇▇▇▇▇.
WHEREAS, ▇▇▇▇▇ ▇. ▇▇▇▇▇ currently owns 9,722,649 shares of Class
B common stock, $.02 par value, of the Company, (the "Class B Common Stock");
and
WHEREAS, the Company wishes to ▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇ and her
controlled affiliates holding shares of capital stock of the Company
(collectively, "WPM") certain registration rights with respect to the shares of
Class A common stock, par value $.02 per share of the Company (the "Class A
Common Stock") for which the shares of Class B Common Stock are convertible that
WPM may acquire in the future, as provided further herein.
NOW THEREFORE, in consideration of the promises herein contained and
other good and valuable consideration, the parties hereto agree as follows:
1. Definitions.
As used in this Agreement:
(i) the terms "register," "registered" and "registration" refer to a
registration effected by preparing and filing a registration statement in
compliance with the Act (and any post-effective amendments filed or required to
be filed) and the declaration or ordering of effectiveness of such registration
statement;
(ii) the term "Registrable Securities" means (A) all shares of Class
A Common Stock owned by WPM as of the date hereof, (B) any shares of Class A
Common Stock acquired by WPM through conversion of Class B Common Stock or
otherwise and (C) any capital stock of the Company issued as a dividend or other
distribution with respect to, or in exchange for or in replacement of, the
shares of Class A Common Stock referred to in clause (A) or (B) above;
(iii) the term "Other Holders" shall mean those parties that are a
signatory to that certain Registration Rights Agreement dated January 15, 1997
among the Company and the parties listed on Schedule A hereto;
(iv) "Commission" shall mean the Securities and Exchange Commission
or any other federal agency at the time administering the Act;
(v) "Registration Expenses" shall mean all third-party expenses
incurred by the Company in compliance with Sections 2 and 3 hereof, including,
without limitation, all registration and filing fees, printing expenses, fees
and disbursements of counsel for the Company and the underwriters, if any, blue
sky fees and expenses and the third-party expenses of any special audits
incident to or required by any such registration (but excluding the compensation
of regular employees of the Company, which shall be paid in any event by the
Company);
(vi) "Selling Expenses" shall mean all underwriting discounts and
selling commissions applicable to the sale of securities and all fees and
disbursements of counsel for each of the holders of registered securities;
(vii) "Act" shall mean the Securities Act of 1933, as amended; and
(viii) "Exchange Act" shall mean the Securities Exchange Act of
1934.
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2. Requested Registration.
(i) Request for Registration. If the Company shall receive from WPM,
at any time after the earlier of (x) the announcement of the Company's first
quarter 1998 financial results or (y) June 30, 1998, a written request that the
Company effect any registration with respect to all or a part of the Registrable
Securities, the Company will, subject to compliance with any applicable
underwriters' lock-up agreements in effect as of the date hereof:
(A) promptly give written notice of the proposed registration
qualification or compliance to all Other Holders; and
(B) as soon as practicable, use its diligent best efforts to
effect such registration (including, without limitation, the execution of
an undertaking to file post-effective amendments, appropriate
qualification under applicable blue sky or other state securities laws and
appropriate compliance with applicable regulations issued under the Act)
as may be so requested and as would permit or facilitate the sale and
distribution as soon as is practicable of all or such portion of such
Registrable Securities as are specified in such request, together with all
or such portion of the Registrable Securities of any Holder or Holders
joining in such request as are specified in a written request received by
the Company within twenty (20) business days after written notice from the
Company is given under Section 2(i)(A) above; provided that the Company
shall not be obligated to effect, or take any action to effect, any such
registration pursuant to this Section 2:
(a) In any particular jurisdiction in which the Company would
be required to execute a general consent to service of process in
effecting such registration, qualification or compliance, unless the
Company is already subject to service in such jurisdiction and
except as may be required by the Act or applicable rules or
regulations thereunder;
(b) After the Company has effected one (1) such registration
pursuant to this Section 2 and such registration has been declared
or ordered effective and the sales of such Registrable Securities
shall have closed;
(c) If the securities requested by WPM and all Other Holders
to be registered pursuant to such request have an anticipated
aggregate public offering price (before any underwriting discounts
and commissions) of less than $10,000,000.
The registration statement filed pursuant to the request of WPM may,
subject to the provisions of Section 2(ii) below, include other securities of
the Company which are held by officers or directors of the Company, or which are
held by persons who, by virtue of agreements with the Company, are entitled to
include their securities in any such registration, but the Company shall have no
absolute right to include any of its securities in any such registration.
The registration rights set forth in this Section 2 are personal to
WPM and shall not be assignable, by operation of law or otherwise, to any third
party not affiliated with WPM.
(ii) Underwriting. If WPM intends to distribute the Registrable
Securities covered by WPM's request by means of an underwriting, they shall so
advise the Company as a part of their request made pursuant to Section 2.
If officers or directors of the Company holding other securities of
the Company shall request inclusion in any registration pursuant to Section 2,
or if holders of securities of the Company other than Registrable Securities who
are entitled, by contract with the Company or otherwise, to have securities
included in such a registration (the "Other Stockholders") request such
inclusion, WPM shall offer to include the securities of such officers, directors
and Other Stockholders in the underwriting and may
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condition such offer on their acceptance of the further applicable provisions of
this Section 2. WPM and the Company shall (together with all officers, directors
and Other Stockholders proposing to distribute their securities through such
underwriting) enter into an underwriting agreement in customary form with the
representative of the underwriter or underwriters selected for such underwriting
by WPM and reasonably acceptable to the Company. Notwithstanding any other
provision of this Section 2, if the representative advises WPM that marketing
factors require a limitation on the number of shares to be underwritten, the
securities of the Company held by officers or directors of the Company and the
securities held by Other Stockholders (other than the Other Holders) shall be
excluded from such registration to the extent so required by such limitation.
If, after the exclusion of such shares, further reductions are still required,
the number of shares included in the registration by WPM and each Other Holder
shall be reduced on a pro rata basis (based on the number of shares proposed to
be sold by WPM or such Other Holders), by such minimum number of shares as is
necessary to comply with such request. No Registrable Securities or any other
securities excluded from the underwriting by reason of the underwriter's
marketing limitation shall be included in such registration. If any officer,
director or Other Stockholder who has requested inclusion in such registration
as provided above disapproves of the terms of the underwriting, such person may
elect to withdraw therefrom by written notice to the Company, the underwriter
and WPM. The securities so withdrawn shall also be withdrawn from registration.
If the underwriter has not limited the number of Registrable Securities or other
securities to be underwritten, the Company may include its securities for its
own account in such registration if the representative so agrees and if the
number of Registrable Securities and other securities which would otherwise have
been included in such registration and underwriting will not thereby be limited.
(iii) Notwithstanding the foregoing, if the Company shall furnish to
WPM a certificate signed by the President or Chief Executive Officer of the
Company stating that in the good faith judgment of the Board of Directors of the
Company, it would be seriously detrimental to the Company and its shareholders
for such registration statement to be filed and it is therefore essential to
defer the filing of such registration statement, then the Company shall have the
right to defer such filing for a period of not more than 120 days after receipt
of the request of WPM; provided, however, that the Company may not utilize this
right more than once in any twelve (12) month period.
3. Company Registration.
(i) If, at any time, the Company shall determine to register any of
its equity securities either for its own account or for the account of a
security holder or holders exercising their respective demand registration
rights, other than a registration relating solely to employee benefit plans, or
a registration relating solely to a Commission Rule 145 transaction, or a
registration on any registration form which does not permit secondary sales or
does not include substantially the same information as would be required to be
included in a registration statement covering the sale of Registrable
Securities, the Company will:
(A) promptly give to WPM a written notice thereof (which shall
include a list of the jurisdictions in which the Company intends to
attempt to qualify such securities under the applicable blue sky or other
state securities laws); and
(B) include in such registration (and any related
qualification under blue sky laws or other compliance), and in any
underwriting involved therein, all the Registrable Securities specified in
a written request or requests, made by WPM within twenty (20) days after
receipt of the written notice from the Company described in clause (i)
above, except as set forth in Section 3(ii) below. Such written request
may specify all or a part of the WPM's Registrable Securities.
(ii) Underwriting. If the registration of which the Company gives
notice is for a registered public offering involving an underwriting, the
Company shall so advise WPM as a part of the written notice given pursuant to
Section 3(i)(A). In such event, the right of WPM to registration pursuant to
this Section 3 shall be conditioned upon WPM's participation in such
underwriting and the inclusion of WPM's Registrable Securities in the
underwriting to the extent provided herein. WPM shall (together with the
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Company and the Other Stockholders distributing their securities through such
underwriting) enter into an underwriting agreement in customary form with the
representative of the underwriter or underwriters selected for underwriting by
the Company. Notwithstanding any other provision of this Section 3, if the
representative determines that marketing factors require a limitation on the
number of shares to be underwritten, the representative may (subject to the
allocation priority set forth below) limit the number of Registrable Securities
to be included in the registration and underwriting. The Company shall so advise
all holders of securities requesting registration, and the number of shares of
securities that are entitled to be included in the registration and underwriting
shall be allocated in the following manner: The securities of the Company held
by officers, directors and Other Stockholders (other than the Other Holders) of
the Company (other than securities held by holders who by contractual right
initiated the demand for such registration ("Demanding Holders")) shall be
excluded from such registration and underwriting to the extent required by such
limitation, and, if a limitation on the number of shares is still required, the
number of shares that may be included in the registration and underwriting by
WPM and each of the Other Holders and Demanding Holders shall be reduced, on a
pro rata basis (based on the number of shares proposed to be sold by WPM and
such Other Holders or Demanding Holders), by such minimum number of shares as is
necessary to comply with such limitation. If any of WPM or such Other Holders or
Demanding Holders or any officer, director or Other Stockholder disapproves of
the terms of any such underwriting, he may elect to withdraw therefrom by
written notice to the Company and the underwriter. Any Registrable Securities or
other securities excluded or withdrawn from such underwriting shall be withdrawn
from such registration.
(iii) Number and Transferability. WPM shall be entitled to have
their shares included in an unlimited number of registrations pursuant to this
Section 3. The registration rights granted pursuant to this Section 3 are
personal to WPM and shall not be assignable, by operation of law or otherwise to
any third party not affiliated with WPM.
4. Expenses of Registration. All Registration Expenses and Selling
Expenses incurred in connection with any registration, qualification or
compliance pursuant to Section 2 of this Agreement shall be borne by the holders
of the securities so registered pro rata on the basis of the number of shares so
registered. Without limiting the generality of the foregoing, in the event the
Company includes shares in any registration, qualification or compliance
pursuant to Section 2 of this Agreement, the Company shall pay the Registration
Expenses in proportion to the Company's share of the total number of shares
included in such registration. All Registration Expenses incurred in connection
with any registration, qualification or compliance pursuant to Section 3 of this
Agreement shall be borne by the Company (or the Demanding Holders if so provided
in the applicable contract), and all Selling Expenses incurred in connection
with any such registration, qualification or compliance shall be borne by the
holders of securities so registered pro rata on the basis of the number of
shares so registered.
5. Registration Procedures. In the case of each registration
effected by the Company pursuant to this Agreement, the Company will keep WPM as
applicable, advised in writing as to the initiation of each registration and as
to the completion thereof. The Company will:
(i) Keep such registration effective for a period of one
hundred eighty (180) days or until WPM, has completed the distribution
described in the registration statement relating thereto, whichever first
occurs; provided, however, that (A) such 180-day period shall be extended
for a period of time equal to the period during which WPM will refrain
from selling any securities included in such registration in accordance
with provisions in Section 9 hereof; and (B) in the case of any
registration of Registrable Securities on Form S-3 which are intended to
be offered on a continuous or delayed basis, such 180-day period shall be
extended until all such Registrable Securities are sold, provided that
Rule 415, or any successor rule under the Act, permits an offering on a
continuous or delayed basis, and provided further that applicable rules
under the Act governing the obligation to file a post-effective amendment
permit, in lieu of filing a post-effective amendment which (1) includes
any prospectus required by Section 10(a) of the Act or (2) reflects facts
or events representing a material or fundamental change in the information
set forth in the registration statement, the incorporation by reference of
information required to be included in (1)
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and (2) above to be contained in periodic reports filed pursuant to
Section 12 or 15(d) of the Exchange Act in the registration statement.
(ii) Furnish such number of prospectuses and other documents
incident thereto as WPM, from time to time may reasonably request;
provided, however, that WPM and the other holders of securities so
registered, pro rata on the basis of the number of their shares so
included in such registration, reimburse the Company for expenses
incurred in performing its obligations under this Section 5.
(iii) Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in
connection with such registration statement as may be necessary to comply
with the provisions of the Act with respect to the disposition of all
securities covered by such registration statement.
(iv) Use its best efforts to register and qualify the
securities covered by such registration statement under such other
securities or Blue Sky laws of such jurisdictions as shall be reasonably
requested by WPM, provided that the Company shall not be required in
connection therewith or as a condition thereto to qualify to do business
or to file a general consent to service of process in any such states or
jurisdictions.
(v) In the event of any underwritten public offering, enter
into and perform its obligations under an underwriting agreement, in usual
and customary form, with the managing underwriter of such offering. WPM
shall also enter into and perform their obligations under such an
agreement.
(vii) Furnish, at the request of WPM, on the date that WPM's
Registrable Securities are delivered to the underwriters for sale in
connection with a registration pursuant to this Agreement, if such
securities are being sold through underwriters, or, if such securities are
not being sold through underwriters, on the date that the registration
statement with respect to such securities becomes effective, (A) an
opinion, dated such date, of the counsel representing the Company for the
purposes of such registration, in form and substance as is customarily
given to underwriters in an underwritten public offering, addressed to the
underwriters, if any, and to WPM and (B) a letter dated such date, from
the independent certified public accountants of the Company, in form and
substance as is customarily given by independent certified public
accountants to underwriters in an underwritten public offering, addressed
to the underwriters, if any, and to WPM.
6. Indemnification.
(i) The Company will indemnify WPM and each of the officers,
directors and partners and each person controlling each of the WPM entities
(collectively the "WPM Indemnified Parties"), with respect to each registration
which has been effected pursuant to this Agreement, and each underwriter, if
any, and each person who controls any underwriter, against all claims, losses,
damages and liabilities (or actions in respect thereof) arising out of or based
on any untrue statement (or alleged untrue statement) of a material fact
contained in any prospectus, offering circular or other document (including any
related registration statement, notification or the like) incident to any such
registration, qualification or compliance, or based on any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, or any violation by the
Company of the Act or any rule or regulation thereunder applicable to the
Company and relating to action or inaction required of the Company in connection
with any such registration, qualification or compliance, and will reimburse each
of the WPM Indemnified Parties, each such underwriter and each person who
controls any such underwriter, for any legal and any other expenses reasonably
incurred in connection with investigating and defending any such claim, loss,
damage, liability or action, provided that the Company will not be liable in any
such case to the extent that any such claim, loss, damage, liability or expense
arises out of or is based on any untrue statement or omission based upon written
information furnished to the Company by WPM or the
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underwriter and stated to be specifically for use therein.
(ii) WPM will, if Registrable Securities held by WPM are included in
the securities as to which such registration, qualification or compliance is
being effected, indemnify the Company, each of its directors and officers and
each underwriter, if any, of the Company's securities covered by such a
registration statement, each person who controls the Company or such underwriter
within the meaning of the Act and the rules and regulations thereunder, each
Other Stockholder and each of their officers, directors, and partners, and each
person controlling such Other Stockholder against all claims, losses, damages
and liabilities (or actions in respect thereof) arising out of or based on any
untrue statement (or alleged untrue statement) of a material fact contained in
any such registration statement, prospectus, offering circular or other document
made by WPM, or any omission (or alleged omission) to state therein a material
fact required to be stated therein or necessary to make the statements by WPM
therein not misleading, and will reimburse the Company and such Other
Stockholders, directors, officers, partners, persons, underwriters or control
persons for any legal or any other expenses reasonably incurred in connection
with investigating or defending any such claim, loss, damage, liability or
action, in each case to the extent, but only to the extent, that such untrue
statement (or alleged untrue statement) or omission (or alleged omission) is
made in such registration statement, prospectus, offering circular or other
document in reliance upon and in conformity with written information furnished
to the Company by WPM and stated to be specifically for use therein; provided,
however, that the obligations of WPM hereunder shall be limited to an amount
equal to the net proceeds to of securities sold as contemplated herein.
(iii) Each party entitled to indemnification under this Section 6
(the "Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom; provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or any litigation resulting
therefrom, shall be approved by the Indemnified Party (whose approval shall not
unreasonably be withheld) and the Indemnified Party may participate in such
defense at such party's expense (unless the Indemnified Party shall have
reasonably concluded that there may be a conflict of interest between the
Indemnifying Party and the Indemnified Party in such action, in which case the
fees and expenses of counsel shall be at the expense of the Indemnifying Party),
and provided further that the failure of any Indemnified Party to give notice as
provided herein shall not relieve the Indemnifying Party of its obligations
under this Section 6 unless the Indemnifying Party is materially prejudiced
thereby. No Indemnifying Party, in the defense of any such claim or litigation,
shall, except with the consent of each Indemnified Party, consent to entry of
any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect to such claim or
litigation. Each Indemnified Party shall furnish such information regarding
itself or the claim in question as an Indemnifying Party may reasonably request
in writing and as shall be reasonably required in connection with the defense of
such claim and litigation resulting therefrom.
(iv) If the indemnification provided for in this Section 6 is held
by a court of competent jurisdiction to be unavailable to an Indemnified Party
with respect to any loss, liability, claim, damage or expense referred to
herein, then the Indemnifying Party, in lieu of indemnifying such Indemnified
Party hereunder, shall contribute to the amount paid or payable by such
Indemnified Party as a result of such loss, liability, claim, damage or expense
in such proportion as is appropriate to reflect the relative fault of the
Indemnifying Party on the one hand and of the Indemnified Party on the other in
connection with the statements or omissions which resulted in such loss,
liability, claim, damage or expense, as well as any other relevant equitable
considerations. The relative fault of the Indemnifying Party and of the
Indemnified Party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission to state a material fact relates to information supplied by the
Indemnifying Party or by the Indemnified Party and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.
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(v) Notwithstanding the foregoing, to the extent that the provisions
on indemnification and contribution contained in the underwriting agreement
entered into in connection with any underwritten public offering contemplated by
this Agreement are in conflict with the foregoing provisions, the provisions in
such underwriting agreement shall be controlling.
(vi) The foregoing indemnity agreement of the Company and WPM is
subject to the condition that, insofar as they relate to any loss, claim,
liability or damage made in a preliminary prospectus but eliminated or remedied
in the amended prospectus on file with the Commission at the time the
registration statement in question becomes effective or the amended prospectus
filed with the Commission pursuant to Commission Rule 424(b) (the "Final
Prospectus"), such indemnity agreement shall not inure to the benefit of any
underwriter if a copy of the Final Prospectus was furnished to the underwriter
and was not furnished to the person asserting the loss, liability, claim or
damage at or prior to the time such action is required by the Act.
7. Information by WPM. WPM shall furnish to the Company such
information regarding WPM and the distribution proposed by WPM as the Company
may reasonably request in writing and as shall be reasonably required in
connection with any registration, qualification or compliance referred to in
this Agreement.
8. Rule 144 Reporting.
With a view to making available the benefits of certain rules and
regulations of the Commission which may permit the sale of restricted securities
to the public without registration, the Company agrees to:
(i) make and keep public information available as those terms
are understood and defined in Rule 144, at all times from and after ninety
(90) days following the effective date of the first registration under the
Act filed by the Company for an offering of its securities to the general
public;
(ii) use its best efforts to file with the Commission in a
timely manner all reports and other documents required of the Company
under the Act and the Exchange Act at any time after it has become subject
to such reporting requirements; and
(iii) so long as WPM owns any Registrable Securities, furnish
to WPM upon request, a written statement by the Company as to its
compliance with the reporting requirements of Rule 144 (at any time from
and after ninety (90) days following the effective date of the first
registration statement filed by the Company for an offering of its
securities to the general public), and of the Act and the Exchange Act (at
any time after it has become subject to such reporting requirements), a
copy of the most recent annual or quarterly report of the Company, and
such other reports and documents so filed as WPM may reasonably request in
availing themselves of any rule or regulation of the Commission allowing
WPM to sell any such securities without registration.
9. "Market Stand-off" Agreement. WPM agree, if requested by the
Company and an underwriter of Common Stock (or other securities) of the Company,
not to sell or otherwise transfer or dispose of any Class A Common Stock (or
other securities) of the Company held by WPM during the 180 day period following
the effective date of the initial registration statement of the Company relating
to any such securities filed under the Act and during the 90 day period
following any subsequent registration statement filed under the Act.
If requested by the underwriters, WPM shall execute a separate
agreement to the foregoing effect. The Company may impose stop-transfer
instructions with respect to the shares (or securities) subject to the foregoing
restriction until the end of such period.
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10. Termination. The registration rights set forth in this Agreement
shall not be available to WPM if, in the opinion of counsel to the Company, all
of the Registrable Securities then owned by WPM could be sold in any 90-day
period pursuant to Rule 144 under the Act (without giving effect to the
provisions of Rule 144(k)). In addition, the registration rights set forth in
this Agreement shall terminate upon the transfer or assignment of the
Registrable Securities by WPM to any non-affiliated third party.
11. Notices. All communications provided for hereunder shall be sent
by first-class mail or facsimile and (a) if addressed to WPM, addressed to WPM
at the address or fax number contained on Schedule B to this Agreement, or at
such other address or fax number as WPM shall have furnished to the Company in
writing or (b) if addressed to the Company, at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: General Counsel, or fax number (206)
▇▇▇-▇▇▇▇ or at such other address or fax number, or to the attention of such
other officer, as the Company shall have furnished to WPM in writing. Notices
sent by first-class mail shall be deemed received three days after the date of
deposit of such notice in the United States mail. Notices sent by facsimile
shall be deemed received upon receipt by the notified party's facsimile machine.
12. No Assignment. This Agreement is personal to WPM and shall not
be assignable, by operation of law or otherwise to any third party not
affiliated with WPM.
13. Descriptive Headings. The descriptive headings of the several
sections and paragraphs of this Agreement are inserted for reference only and
shall not limit or otherwise affect the meaning hereof.
14. Governing Law. This Agreement shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws of
the State of Washington.
15. No Inconsistent Agreements. The Company will not on or after the
date of this Agreement enter into any agreement with respect to its securities
that is inconsistent with the rights granted to WPM in this Agreement or
otherwise conflicts with the provisions hereof.
16. Amendments and Waivers. No provision of this Agreement may be
amended or waived except by an instrument in writing signed by the party sought
to be bound.
17. Counterparts. This Agreement may be executed simultaneously in
any number of counterparts, each of which shall be deemed an original, but all
such counterparts shall together constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have caused this agreement to be
executed and delivered as of the date first above written.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇
NEXTLINK COMMUNICATIONS, INC.
By: /s/ R. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇.
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Name: R. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇.
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Title: Vice President
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SCHEDULE A
OTHER HOLDERS' ADDRESSES FOR NOTICES
EAGLE RIVER INVESTMENTS, L.L.C.
▇/▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: (▇▇▇)▇▇▇-▇▇▇▇
NEXTLINK, INC.
c/o R. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇.▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: (▇▇▇)▇▇▇-▇▇▇▇
BWP, INC.
c/o ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: (▇▇▇)▇▇▇-▇▇▇▇
▇▇▇▇▇▇ FAMILY LIMITED LIABILITY COMPANY
c/o ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
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Fax: (▇▇▇)▇▇▇-▇▇▇▇
PENNS LIGHT COMMUNICATIONS, INC.
c/o ▇▇▇▇ ▇▇▇▇▇▇▇
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Fax: (▇▇▇)▇▇▇-▇▇▇▇
PROBE VENTURES CORP.
c/o ▇▇▇▇▇▇ ▇▇▇▇▇▇
Three ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
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Fax: (▇▇▇)▇▇▇-▇▇▇▇
CITY SIGNAL, INC.
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Miller, Johnson, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇
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Fax: (▇▇▇)▇▇▇-▇▇▇▇
U.S. NETWORK CORPORATION
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▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Fax: (▇▇▇)▇▇▇-▇▇▇▇
9
10
G. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Fax: (▇▇▇)▇▇▇-▇▇▇▇
▇. ▇▇▇▇▇▇▇ BEAN
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▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: (▇▇▇)▇▇▇-▇▇▇▇
▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax: (▇▇▇)▇▇▇-▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
10