Exhibit 99.1
NEXTLINK SHARES AGREEMENT
The Parties have, as an integral part of their marital settlement,
reached a settlement of all issues and wish to set forth the essential terms
having to do with shares of NextLink Communications, Inc. owned by the Parties
(the "Existing Stock") in this Agreement, which will be binding and enforceable
between them. This Agreement shall be effective as of October 10, 1997.
1. Property Division. The Parties shall allocate to Xxxxx X.
XxXxx ("Wife") 9,722,649 shares of Class B common stock of
NextLink.
2. Allocation. The NextLink shares allocated to Wife will be
distributed free of all liens and encumbrances and will be
vested in Wife's name. The NextLink shares shall be freely
transferable by Wife, subject to compliance with the
applicable securities and other laws and SEC regulations, and,
to the extent applicable to Wife, all Company-established
policies and rules regarding xxxxxxx xxxxxxx and non-public
information. Except for the shareholder rights and minority
protections in Section 5 through 9 herein which shall
supersede the following provisions, Wife's ownership of shares
in NextLink shall be subject to terms and restrictions
contained in the Articles of Incorporation of NextLink, its
Bylaws, its Stock Option Plan dated January 15, 1997, and the
Registration Rights Agreement dated January 15, 1997 among
NextLink and certain holders of its Class B common stock. Each
Party will use best efforts to minimize the effect of such
restrictions.
3. Closing. The Parties shall use best efforts to transfer stock
of NextLink to Wife by October 31, 1997, subject to the
provisions of Section 4 below.
4. Wife's Option. Wife shall have the option of retaining part or
all of her shares of NextLink in Eagle River Investments, LLC,
("Eagle River") on the following terms and conditions. The LLC
Agreement of Eagle River would be amended to continue her as a
member and to accurately reflect her separate interest in
NextLink. Upon 30 days notice and, notwithstanding any
restrictions to the contrary in the limited liability company
agreement of Eagle River, Wife would be entitled to cause
Eagle River to distribute Wife's NextLink stock to her. Any
such distribution to her would be free and clear of all liens
and liabilities and Xxxxx X. XxXxx ("Husband") will use best
efforts to assure that, after any such distribution, Wife will
have those existing rights that are applicable to NextLink in
its present status within Eagle River. Alternatively, Wife
shall have the right to require Eagle River to sell her
proportionate share of NextLink stock at her sole cost, effort
and expense, and to receive the proceeds therefrom as a
distribution, all subject to applicable securities and other
laws and SEC regulations, and, to the extent applicable to
Wife, all Company-established policies and rules regarding
xxxxxxx xxxxxxx and non-public information. Wife will bear the
tax consequences of any such sale. Wife will be able freely to
pledge or mortgage her interest in Eagle River, provided that
any such pledgee or mortgage holder will agree that, in the
event of any foreclosure, the only requirement of Eagle River
is that it distribute to such pledgee or mortgage holder
Wife's NextLink
stock and its only rights with respect to Eagle River will be
to obtain such NextLink stock. The Parties agree that the tax
issues relating to withdrawal of the Existing Stock will be
handled in the same manner as the Parties utilize with respect
to other securities being dealt with as a result of their
marital settlement. Prior to distribution, Wife would have
approval rights with respect to any changes in the Eagle River
governing documents that would adversely effect her NextLink
stock. If a majority in interest of the Eagle River members
approves changes in the Eagle River governing documents, and
Wife disapproves of such changes, and the changes do not
discriminate against her interest and apply uniformly to all
other Eagle River members, then Eagle River may distribute
Wife's NextLink stock to her if she does not withdraw her
disapproval. Wife's rights under this paragraph are subject to
applicable law, including securities laws, and to NextLink
documents listed in paragraph 2 hereof.
5. Tag Along. Wife will have tag along rights with respect to
NextLink in connection with any sale or transfer or series of
related sales by Husband or an entity controlled by him of
control of NextLink or of 50% or more of the interest in
NextLink owned by him or any of his controlled entities.
6. Registration Rights. At Wife's option, Husband shall cause
Wife to become a party to the Registration Rights Agreement
dated as of January 15, 1997 between NextLink and a number of
other signatories, including Eagle River, or separately to be
granted similar rights. The right to a demand registration may
be exercised only once by Wife, and all demand registration
rights may only be exercised after the announcement of first
quarter 1998 financial results of NextLink, or June 30, 1998,
whichever is sooner. In addition, Wife will receive piggyback
registration rights as to any registration in which Husband or
any of his affiliates has a right to register any NextLink
shares.
7. Information Rights. Wife shall have, at her option, the right
to receive information distributed to NextLink board members
in their capacities as directors.
8. Voting Rights. Wife will retain her existing voting rights
with respect to her shares of NextLink Class B common stock
(10:1) upon the distribution from Eagle River to her, or to a
trust or other entity of which she is the beneficial owner.
For so long as Wife owns such shares, Husband will have the
right, at his election, to obtain a proxy from her for such of
her shares as are necessary for him to have 51% of the voting
power of NextLink, but this right shall expire after he has
sold 50% or more of his existing NextLink stock. Wife will
have the right to designate one NextLink director and Husband
and any entity controlled by him owning NextLink shares will
vote their shares to support her designee, but this right
shall expire after she has sold 50% or more of her existing
NextLink stock or when their combined voting power is
insufficient to elect three directors.
9. Drag Along Rights. Wife agrees to grant to Husband drag along
rights in Husband's favor so long as the price the Parties are
to receive for NextLink shares is equal to or greater than the
stock's current market trading value as of the time the drag
along rights are exercised.
10. Dispute Resolution. The Parties agree to resolve any disputes
under this Agreement in the same manner as they utilize to
resolve other disputes arising out of their marital
settlement.
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11. Amendments, etc. This Agreement supersedes any and all other
prior understandings or agreements concerning the ownership of
the Existing Stock. The Parties may in connection with other
matters arising out of the settlement of their marital
property, amend, modify of supplement the terms and provisions
of this Agreement, but such amendments, modifications or
supplements shall not be effective unless set forth in a
writing executed by both Parties dated subsequent hereto.
12. Other. This Agreement a) may be specifically enforced, and the
Parties agree that in cases where specific enforcement is
feasible, it will not be urged that a remedy at law is
adequate or preferable; b) is governed by Washington law; c)
shall be kept confidential except as reasonable determined by
each party in the ordinary course of business; d) may be
executed in multiple counterparts and by FAX; e) shall remain
in full force and effect in case of the death of either or
both Parties and may be enforced by or against the estate of
either. Each party warrants that he or she has been fully
advised by counsel with respect to this Agreement.
/s/ Xxxxx X. XxXxx /s/ Xxxxx X. XxXxx
Xxxxx X. XxXxx Xxxxx X. XxXxx
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