EXHIBIT B
VOTING AGREEMENT
----------------
VOTING AGREEMENT (the "Agreement"), dated as of November 19, 1999,
among the undersigned stockholders (the "Stockholders") of Prodigy
Communications Corporation, a Delaware corporation ("Prodigy"), and SBC
Communications Inc., a Delaware corporation ("SBC"). Except as otherwise
provided herein, capitalized terms that are used but not otherwise defined
herein shall have the meaning assigned to such terms in the Investment Agreement
(as defined below).
WHEREAS, contemporaneously with the execution of this Agreement,
Prodigy, Prodigy Sub, Operating Partnership, SBC, and SBC Sub have entered into
an Investment, Issuance, Contribution and Assumption Agreement (the "Investment
Agreement"), providing for, among other things, the approval and adoption of the
Restated Certificate of Incorporation and the Amended and Restated By-Laws
(collectively, the "Charter and By-Law Amendments") and the approval of the
Investment Share Issuance, the Prodigy Contribution, the Unit Issuance and SBC
Contribution and the other transactions contemplated thereby (collectively, the
"Transactions") upon the terms and subject to the conditions set forth in the
Investment Agreement, and setting forth certain representations, warranties,
covenants and agreements of the parties thereto in connection with the
Transactions and the Charter and By-Law Amendments;
WHEREAS, contemporaneously with the execution of this Agreement,
Prodigy, Operating Partnership, SBC and SBC Sub have entered into a Strategic
and Marketing Agreement (the "Strategic Agreement"), providing for the
transactions contemplated thereby upon the terms and subject to the conditions
set forth in the Strategic Agreement;
WHEREAS, the Investment Agreement contemplates the execution and
delivery of this Agreement;
WHEREAS, in order to induce SBC and SBC Sub to enter into the
Investment Agreement and the Strategic Agreement, the Stockholders wish to agree
(i) to deliver to SBC an irrevocable proxy to Vote (as defined in Section 2
hereof) the Shares (as defined in Section 1 hereof) and any other such shares of
capital stock of Prodigy so as to approve and adopt the Investment Agreement,
the Strategic Agreement and the transactions contemplated thereby, the
Transactions and the Charter and By-Law Amendments and (ii) not to transfer or
otherwise dispose of any of the Shares, or any other shares of capital stock of
Prodigy acquired hereafter and prior to the termination of the Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt,
sufficiency and adequacy of which is hereby acknowledged, the parties hereto
agree as follows:
1. Representations of Stockholders. Each of the Stockholders
-------------------------------
represents and warrants to SBC and SBC Sub that (a) such Stockholder lawfully
owns beneficially (as such term is defined in Rule 13d-3 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) and of record each of the
shares of Common Stock, par value $0.01 per share (the "Prodigy Common Stock"),
of Prodigy set forth opposite such Stockholder's name on Exhibit A hereto (such
Stockholder's "Shares") free and clear of all Liens, claims, charges, security
interests or other encumbrances and, except for this Agreement and the
Investment Agreement, there are no options, warrants or other rights,
agreements, arrangements or commitments of any character to which such
Stockholder is a party relating to the pledge, disposition or Voting of any
shares of capital stock of Prodigy and there are no Voting trusts or Voting
agreements with respect to such Shares, (b) such Stockholder does not
beneficially own (as such term is used in Rule 13d-3 of the Exchange Act) any
shares of Prodigy Common Stock other than such Shares and does not have any
options, warrants or other rights to acquire any additional shares of capital
stock of Prodigy or any security exercisable for or convertible into shares of
capital stock of Prodigy, (c) such Stockholder has full power and authority and
has taken all actions necessary to enter into, execute and deliver this
Agreement and to perform fully such Stockholder's obligations hereunder. This
Agreement has been duly executed and delivered and constitutes the legal, valid
and binding obligation of such Stockholder enforceable against such Stockholder
in accordance with its terms, subject to the Bankruptcy and Equity Exception,
(d) other than filings under the Exchange Act, no notices, reports or other
filings are required to be made by such Stockholder with, nor are any consents,
registrations, approvals, permits or authorizations required to be obtained by
such Stockholder from, any Governmental Entity, in connection with the execution
and delivery of this Agreement by such Stockholder, and (e) the execution,
delivery and performance of this Agreement by such Stockholder does not, and the
consummation by such Stockholder of the transactions contemplated hereby will
not, violate, conflict with or constitute a breach of, or a default under, the
certificate of incorporation or by-laws of such Stockholder or any or their
comparable governing instruments or result in a violation or breach of, or
constitute (with or without due notice or lapse of time or both) a default (or
give rise to any right of termination, cancellation, modification or
acceleration) (whether after the giving of or the passage of time of both) under
any Contract to which such Stockholder is a party or which is binding on it or
its assets and will not result in the creation of any Lien on, or security
interest in, any of the assets on properties of such Stockholder.
2. Agreement to Deliver Proxy. Each of the Stockholders agrees
--------------------------
to deliver to SBC on the date hereof an irrevocable proxy substantially in the
form attached hereto as Exhibit B to Vote such Stockholder's Shares (a) in favor
of adoption and approval of the Investment Agreement, the Strategic Agreement
and the transactions contemplated thereby, the Transactions and the Charter and
By-Law Amendments at every meeting of the stockholders of Prodigy at which such
matters are considered and at every adjournment or postponement thereof, (b)
against any action or agreement that would compete with, impede, interfere with
or tend to discourage the Transactions or inhibit the timely consummation of the
Transactions, (c) against any action or agreement
-2-
that would result in a breach in any material respect of any covenant,
representation or warranty or any other obligation of Prodigy or Operating
Partnership under the Investment Agreement or the Strategic Agreement and (d)
except for the Transactions and the Investment Agreement, against any merger,
consolidation, business combination, reorganization, recapitalization,
liquidation or sale or transfer of any material assets of Prodigy or its
Subsidiaries. The proxy delivered by each of the Stockholders pursuant to this
Section 2 shall be irrevocable during the term of this Agreement to the extent
permitted under Delaware law. For purposes of this Agreement, "Vote" shall
include voting in person or by proxy in favor of or against any action,
otherwise consenting or withholding consent in respect of any action (including,
but not limited to, consenting in accordance with Section 228 of the Delaware
General Corporation Law) or taking other action in favor of or against any
action. "Voting" shall have a correlative meaning.
3. No Voting Trusts. Each of the Stockholders agrees that they will
----------------
not, nor will they permit any entity under their control to, deposit any of its
Shares or New Shares (as defined in Section 6 hereof) in a Voting trust or
subject any of their Shares or New Shares to any arrangement with respect to the
Voting of such Shares or New Shares other than agreements entered into with SBC
or SBC Sub.
4. No Proxy Solicitations. Each of the Stockholders agrees that such
----------------------
Stockholder will not, nor will such Stockholder permit any entity under such
Stockholder's control, (a) to solicit proxies or become a "participant" in a
"solicitation" (as such terms are defined in Regulation 14A under the Exchange
Act) in opposition to or competition with the consummation of the Transactions
or otherwise encourage or assist any party in taking or planning any action
which would compete with, impede, interfere with or tend to discourage the
Transactions or inhibit the timely consummation of the Transactions in
accordance with the terms of the Investment Agreement, (b) to directly or
indirectly encourage, initiate or cooperate in a stockholders' Vote or action by
consent of Prodigy's stockholders in opposition to or in competition with the
consummation of the Transactions, or (c) to become a member of a "group" (as
such term is used in Section 13(d) of the Exchange Act) with respect to any
voting securities of Prodigy for the purpose of opposing or competing with the
consummation of the Transactions; provided, that the foregoing shall not
--------
restrict any director of Prodigy from taking any action such director reasonably
believes after consultation with outside counsel is necessary to satisfy such
director's fiduciary duty to stockholders of Prodigy.
5. Transfer and Encumbrance. On or after the date hereof and during the
------------------------
term of this Agreement, each of the Stockholders agrees not to transfer, sell,
offer, exchange, pledge or otherwise dispose of or encumber any of such
Stockholder's Shares or New Shares.
6. Additional Purchases. Each of the Stockholders agrees that such
--------------------
Stockholder will not purchase or otherwise acquire beneficial ownership (as such
term is used in Rule 13d-3 of the Exchange Act) of any shares of Prodigy Common
Stock after the execution of this Agreement ("New Shares"), nor will any
Stockholder voluntarily acquire the right to Vote or share in the Voting of any
shares of Prodigy Common Stock
-3-
other than the Shares, unless such Stockholder agrees to deliver to SBC
immediately after such purchase or acquisition an irrevocable proxy
substantially in the form attached hereto as Exhibit C with respect to such New
Shares. Each of the Stockholders also severally agrees that any New Shares
acquired or purchased by him or her shall be subject to the terms of this
Agreement to the same extent as if they constituted Shares.
7. Agreement to Vote Shares. (i) SBC shall vote or cause any of its
------------------------
Subsidiaries to vote all shares of Class A Common Stock and Class B Common Stock
owned or held of record by SBC or any of its Subsidiaries at any meeting of
Prodigy stockholders held for such purpose in favor of electing three persons
designated by the Stockholders in writing to SBC prior to such meeting (each
such person, a "Stockholder Designee") as Class A Directors (as defined in the
Restated Certificate of Incorporation) to the board of directors of Prodigy;
provided, however, that at any time that a First Telmex/Carso Triggering Event
-------- -------
(as defined in the Restated Certificate of Incorporation) occurs, SBC shall vote
or cause any of its Subsidiaries to vote such shares in favor of electing two
Stockholder Designees as Class A Directors to the board of directors of Prodigy;
provided, further, that at any time a Second Telmex/Carso Triggering Event (as
-------- -------
defined in the Restated Certificate of Incorporation) occurs, SBC shall vote or
cause any of its Subsidiaries to vote such shares in favor of electing one
Stockholder Designee as a Class A Director to the board of directors of Prodigy;
provided, further, that at any time that a Third Telmex/Carso Triggering Event
-------- -------
(as defined below) occurs, SBC's obligation to vote or cause any of its
Subsidiaries to vote such shares in favor of electing any Stockholder Designees
as Class A Directors to the board of directors of Prodigy shall terminate. For
purposes of this Agreement, "Third Telmex/Carso Triggering Event" means any time
that Telefonos de Mexico, S.A. de C.V. ("Telmex") and Carso Global Telecom, S.A.
de C.V. ("Carso"), acting separately or jointly, shall have transferred (other
than to an Affiliate within the same corporate group) in the aggregate (i.e.,
together with all other shares of Prodigy Common Stock previously transferred by
Telmex or Carso other than to an Affiliate within the same corporate group) a
number of shares of Prodigy Common Stock constituting an aggregate of one
hundred percent (100%) of the number of shares of Prodigy Common Stock owned or
held of record by Telmex and Carso as of the date hereof (subject to adjustment
in accordance with Article FOURTH, Clause (b)(iv) of the Restated Certificate of
Incorporation); provided, that calculations of whether the Third Telmex/Carso
--------
Triggering Event has occurred shall be made on the same basis as the
calculations of whether First or Second Telmex/Carso Triggering Events have
occurred in accordance with the Restated Certificate of Incorporation.
(ii) If at any time there shall be a vacancy with respect to a Class A
Director on the board of directors of Prodigy such that the number of Class A
Directors on the board of directors of Prodigy does not include the number of
Stockholder Designees provided for in Section 7(i) above, the Class B Directors
shall vote to fill such vacancy with a Stockholder Designee in order to give
effect to Section 7(i) above; provided that at any time that a Third
--------
Telmex/Carso Triggering Event occurs, the Class B Directors' obligation to vote
to fill any such vacancies with a Stockholder Designee shall terminate.
-4-
8. Specific Performance. Each party hereto acknowledges that it will be
--------------------
impossible to measure in money the damage to the other party if a party hereto
fails to comply with any of the obligations imposed by this Agreement, that
every such obligation is material and that, in the event of any such failure,
the other party will not have an adequate remedy at law or damages. Accordingly,
each party hereto agrees that injunctive relief or other equitable remedy, in
addition to remedies at law or damages, is the appropriate remedy for any such
failure and will not oppose the granting of such relief on the basis that the
other party has an adequate remedy at law. Each party hereto agrees that it will
not seek, and agrees to waive any requirement for, the securing or posting of a
bond in connection with any other party's seeking or obtaining such equitable
relief.
9. Entire Agreement; Amendment; Waiver. This Agreement (including the
-----------------------------------
exhibits hereto) supersedes all prior agreements, written or oral, among the
parties hereto with respect to the subject matter hereof and contains the entire
agreement among the parties with respect to the subject matter hereof. This
Agreement may not be amended, supplemented or modified, and no provisions hereof
may be modified or waived, except by an instrument in writing signed by all the
parties hereto. No waiver of any provisions hereof by any party shall be deemed
a waiver of any other provisions hereof by any such party, nor shall any such
waiver be deemed a continuing waiver of any provision hereof by such party.
10. Notices. All notices, requests, claims, demands or other
-------
communications hereunder shall be in writing and shall be deemed given when
delivered personally, upon receipt of a transmission confirmation if sent by
telecopy or like transmission and on the next business day when sent by Federal
Express, Express Mail or other reputable overnight courier service to the
parties at the following addresses (or at such other address for a party as
shall be specified by like notice):
If to SBC:
SBC Communications Inc.
000 Xxxx Xxxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxx 00000
Attention: Xxxxx X. Xxxxx
Senior Vice President
Corporate Development
Telecopy: 000-000-0000
With copies, which shall not constitute notice, to:
SBC Communications Inc.
000 Xxxx Xxxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxx 00000
Attention: Senior Counsel - M&A
Telecopy: 000-000-0000
-5-
and
Xxxxxxxx & Xxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
Telecopy: (000) 000-0000
If to a Stockholder, to the address or telecopy number set forth for
such Stockholder on the signature page hereof:
With a copy to:
Prodigy Communications Corporation
00 Xxxxx Xxxxxxxx
Xxxxx Xxxxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxx
Telecopy: 000-000-0000
or to such other Persons on addresses as may be designated in writing by the
party to receive such notice as provided above.
11.Miscellaneous.
--------------
(a) Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
-------------
PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH AND SUBJECT
TO THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO CONFLICTS OF LAWS
PRINCIPLES.
(b) Venue; WAIVER OF JURY TRIAL. The parties hereby irrevocably
---------------------------
submit to the jurisdiction of the courts of the State of Delaware and the
Federal court of the United States of America located in the State of Delaware
solely in respect of the interpretation and enforcement of the provisions of
this Agreement and of the documents governed by Delaware law referred to in this
Agreement, and in respect of the transactions contemplated hereby, and hereby
waive, and agree not to assert, as a defense in any action, suit or proceeding
for the interpretation or enforcement hereof or of any such document, that it is
not subject thereto or that such action, suit or proceeding may not be brought
or is not maintainable in said courts or that the venue thereof may not be
appropriate or that this Agreement or any such document may not be enforced in
or by such courts, and the parties hereto irrevocably agree that all claims with
respect to such action or proceeding shall be heard and determined in such a
Delaware State or Federal court. The parties hereby consent to and grant any
such court jurisdiction over the person
-6-
of such parties and over the subject matter of such dispute and agree that
mailing of process or other papers in connection with any such action or
proceeding in the manner provided in Section 10 of this Agreement or in such
other manner as may be permitted by law shall be valid and sufficient service
thereof.
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY
ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT
ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT,
OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND
ACKNOWLEDGES THAT (i) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (ii) EACH PARTY
UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) EACH PARTY
MAKES THIS WAIVER VOLUNTARILY, AND (iv) EACH PARTY HAS BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 11 (b).
(c) Severability. In the event that any provision of the Agreement is
------------
held to be illegal, invalid or unenforceable in a final, unappealable order or
judgment (each such provision, an "invalid provision"), then such provision
shall be severed from this Agreement and shall be inoperative and the parties
promptly shall negotiate in good faith a lawful, valid and enforceable provision
that is as similar to the invalid provision as may be possible and that
preserves the original intentions and economic positions of the parties as set
forth herein to the maximum extent feasible, while the remaining provisions of
this Agreement shall remain binding on the parties hereto. Without limiting the
generality of the foregoing sentence, in the event a change in any applicable
law, rule or regulation makes it unlawful for a party to comply with any of its
obligations hereunder, the parties shall negotiate in good faith a modification
to such obligation to the extent necessary to comply with such law, rule or
regulation that is as similar in terms to the original obligation as may be
possible while preserving the original intentions and economic positions of the
as set forth herein to the maximum extent feasible.
(d) Counterparts. This Agreement may be executed in one or more
------------
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same instrument.
(e) Termination. Except for Section 7, this Agreement shall terminate
-----------
upon the earliest to occur of (i) the Closing, (ii) the date eighteen months
after termination of the Investment Agreement unless the Investment Agreement is
properly terminated by Prodigy pursuant to Section 7.4(b) thereof, in which case
this Agreement shall terminate upon termination of the Investment Agreement and
(iii) the date specified
-7-
in a written agreement duly executed and delivered by SBC and each of the
Stockholders. Section 7 of this Agreement shall terminate upon the earliest to
occur of (i) the termination of the Investment Agreement, (ii) the date that a
Third Telmex/Carso Triggering Event occurs, (iii) the date that a Third Class B
Triggering Event (as defined in the Restated Certificate of Incorporation)
occurs and (iv) the date specified in a written agreement duly executed and
delivered by SBC and each of the Stockholders.
(f) Further Assurances. Each party hereto shall execute and deliver
------------------
such additional instruments and other documents and shall take such further
actions as may be necessary or desirable to effectuate, carry out and comply
with all of the terms of this Agreement and the transactions contemplated
hereby.
(g) Headings; Recitals. All Section headings and the recitals herein
------------------
are for convenience of reference only and are not part of this Agreement, and no
construction or reference shall be derived therefrom.
(h) THIRD PARTY BENEFICIARIES. NOTHING IN THIS AGREEMENT, EXPRESS OR
-------------------------
IMPLIED, IS INTENDED TO CONFER UPON ANY THIRD PARTY ANY RIGHTS OR REMEDIES OF
ANY NATURE WHATSOEVER UNDER OR BY REASON OF THIS AGREEMENT.
-8-
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the date first written above.
SBC Communications Inc.
By: /s/ Xxxxx X. Xxxxx
----------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Executive Vice
President - Corporate Development
THE STOCKHOLDERS:
Carso Global Telecom, S.A. de C.V.
By: /s/ Xxxxxxx Xxxxxx Acra
-------------------------
Name: Xxxxxxx Xxxxxx Acra
Title: Attorney-in-Fact
Address: Xxxxxxxxxxx Xxx 0000
Col. Xxxx Xxxxx Xxxxxxx
Xxxxxx, X.X. 00000
Telecopy: 000-000-000-0000
Telefonos de Mexico, S.A. de C.V.
By: /s/ Xxxxxx Xxxxxx Xxxxx
-------------------------
Name: Xxxxxx Xxxxxx Xxxxx
Title: Chief Financial Officer
Address: Parque Xxx 000
Xxx. Xxxxxxxxxx,
00000 Xxxxxx,
X.X., Xxxxxx
Telecopy: 000-000-000-0000
(EXHIBIT A)
THE COMPANY
LIST OF STOCKHOLDERS
NAME # SHARES
---- --------
Carso Global Telecom, S.A. de C.V. 29,396,911
Telefonos de Mexico, S.A. de C.V. 11,412,500
(EXHIBIT B)
FORM OF PROXY
The undersigned, for consideration received, hereby appoints Xxxxx X.
Xxxxx or another representative of SBC Communications Inc. designated by him and
each of them my proxies, with power of substitution and resubstitution, (i) to
vote all shares of Common Stock, par value $0.01 per share, of Prodigy
Communications Corporation, a Delaware corporation ("Prodigy"), owned by the
undersigned (the "Shares") as of the date hereof at the Special Meeting of
Stockholders of Prodigy to be held as soon as practicable after the date hereof
and at any adjournment or postponement thereof (the "Special Meeting") FOR
approval and adoption of (a) the Investment, Issuance, Contribution and
Assumption Agreement, dated as of November 19, 1999 (the "Investment
Agreement"), by and among Prodigy, Prodigy Transition Corporation, a Delaware
corporation and a wholly owned subsidiary of Prodigy ("Prodigy Sub"), Prodigy
Communications Limited Partnership, a Delaware limited partnership ("Operating
Partnership"), SBC Communications Inc., a Delaware corporation ("SBC"), and SBC
Internet Communications, Inc., a Delaware corporation and an indirect wholly
owned subsidiary of SBC ("SBC Sub"), (b) the Strategic and Marketing Agreement,
dated as of November 19, 1999 (the "Strategic Agreement"), by and among,
Prodigy, Operating Partnership, SBC and SBC Sub, and the transactions
contemplated thereby, (c) the Restated Certificate of Incorporation and the
Amended and Restated By-Laws (collectively, the "Charter and By-Law Amendments")
and (d) the approval of the Investment Share Issuance, the Prodigy Contribution,
the Unit Issuance and SBC Contribution and the other transactions contemplated
by the Investment Agreement (collectively, the "Transactions"), and AGAINST (a)
any action or agreement that would compete with, impede, interfere with or tend
to discourage the Transactions or inhibit the timely consummation of the
Transactions or (b) any action or agreement that would result in a breach in any
material respect of any covenant, representation or warranty or any other
obligation of Prodigy or Operating Partnership under the Investment Agreement or
the Strategic Agreement or, (c) except for the Transactions and the Investment
Agreement, any merger, consolidation, business combination, reorganization,
recapitalization, liquidation or sale or transfer of any material assets of
Prodigy or its Subsidiaries, (ii) if the Special Meeting is not held within five
months of the date hereof, to consent with respect to such Shares in favor of
adoption and approval of (a) the Investment Agreement, (b) the Strategic
Agreement and the transactions contemplated thereby, (c) the Transactions and
(d) the Charter and By-Law Amendments and (iii) to withhold consents with
respect to such Shares for (a) any action or agreement that would compete with,
impede, interfere with or tend to discourage the Transactions or inhibit the
timely consummation of the Transactions or (b) any action or agreement that
would result in a breach in any material respect of any covenant, representation
or warranty or any other obligation of Prodigy or Operating Partnership under
the Investment Agreement or the Strategic Agreement or, (c) except for the
Transactions and the Investment Agreement, any merger, consolidation, business
combination, reorganization, recapitalization, liquidation or sale or transfer
of any material assets of Prodigy or its Subsidiaries. This proxy is coupled
with an interest, revokes all prior proxies granted by the undersigned and is
irrevocable until such time as the Voting Agreement, dated as of
November 19, 1999, among certain stockholders of Prodigy, including the
undersigned, and SBC, terminates in accordance with its terms, at which time
this proxy shall expire.
Dated November 19, 1999
________________________________
(Signature of Stockholder)
________________________________
(Signature of Stockholder)
(EXHIBIT C)
FORM OF PROXY
The undersigned, for consideration received, hereby appoints [insert
names of SBC designees] and each of them my proxies, with power of substitution
and resubstitution, (i) to vote the [insert number of shares] shares of Common
Stock, par value $0.01 per share (the "New Shares"), of Prodigy Communications
Corporation, a Delaware corporation ("Prodigy"), purchased or otherwise acquired
by the undersigned, or for which the undersigned has voluntarily acquired the
right to vote or share in the voting of such shares, since the execution of the
Voting Agreement, dated as of November 19, 1999 (the "Voting Agreement"), by and
among certain stockholders of Prodigy, including the undersigned, and SBC, at
the Special Meeting of Stockholders of Prodigy to be held [insert date, time and
place] and at any adjournment or postponement thereof (the "Special Meeting")
FOR approval and adoption of (a) the Investment, Issuance, Contribution and
Assumption Agreement, dated as of November 19, 1999 (the "Investment
Agreement"), by and among Prodigy, Prodigy Transition Corporation, a Delaware
corporation and a wholly owned subsidiary of Prodigy ("Prodigy Sub"), Prodigy
Communications Limited Partnership, a Delaware limited partnership ("Operating
Partnership"), SBC Communications Inc., a Delaware corporation ("SBC"), and SBC
Internet Communications, Inc., a Delaware corporation and an indirect wholly
owned subsidiary of SBC ("SBC Sub"), (b) the Strategic and Marketing Agreement,
dated as of November 19, 1999 (the "Strategic Agreement"), by and among,
Prodigy, Operating Partnership, SBC and SBC Sub, and the transactions
contemplated thereby, (c) the Restated Certificate of Incorporation and the
Amended and Restated By-Laws (collectively, the "Charter and By-Law Amendments")
and (d) the approval of the Investment Share Issuance, the Prodigy Contribution,
the Unit Issuance and SBC Contribution and the other transactions contemplated
by the Investment Agreement (collectively, the "Transactions"), and AGAINST (a)
any action or agreement that would compete with, impede, interfere with or tend
to discourage the Transactions or inhibit the timely consummation of the
Transactions or (b) any action or agreement that would result in a breach in any
material respect of any covenant, representation or warranty or any other
obligation of Prodigy or Operating Partnership under the Investment Agreement or
the Strategic Agreement or, (c) except for the Transactions and the Investment
Agreement, any merger, consolidation, business combination, reorganization,
recapitalization, liquidation or sale or transfer of any material assets of
Prodigy or its Subsidiaries, (ii) if the Special Meeting is not held within five
months of the date hereof, to consent with respect to such New Shares in favor
of adoption and approval of (a) the Investment Agreement, (b) the Strategic
Agreement and the transactions contemplated thereby, (c) the Transactions and
(d) the Charter and By-Law Amendments and (iii) to withhold consents with
respect to such Shares for (a) any action or agreement that would compete with,
impede, interfere with or tend to discourage the Transactions or inhibit the
timely consummation of the Transactions or (b) any action or agreement that
would result in a breach in any material respect of any covenant, representation
or warranty or any other obligation of Prodigy or Operating Partnership under
the Investment Agreement or the Strategic Agreement or, (c) except for the
Transactions and the Investment Agreement, any merger, consolidation, business
combination, reorganization, recapitalization, liquidation or sale or transfer
of any material assets of Prodigy or its
Subsidiaries. This proxy is coupled with an interest, revokes all prior proxies
granted by the undersigned and is irrevocable until such time as the Voting
Agreement terminates in accordance with its terms.
Dated ____________________, 199_
________________________________
(Signature of Stockholder)
________________________________
(Signature of Stockholder)
