Exhibit 10.4
------------
AMENDMENT NO. 1 TO
INVESTORS STOCKHOLDERS' AGREEMENT
AMENDMENT NO. 1. ("Amendment No. 1") to Inwestors Stockholders'
Agreement (as defined below) dated as of September 4, 2001, by and among
TeleCorp PCS, Inc. (the "Company") and the Cash Equity Investors (as defined in
the Investors Stockholders' Agreement) signatory hereto. Any capitalized term
used herein and not otherwise defined shall have the meaning ascribed to such
term in the Investors Stockholders' Agreement.
WHEREAS, each of the parties hereto (other than the Company) are
stockholders of the Company;
WHEREAS, the parties hereto are parties to that certain Investors
Stockholders' Agreement, dated as of February 28, 2000 with respect to the Cash
Equity Investors signatory thereto and as of November 13, 2000 with respect to
the Company (the "Investors Stockholders' Agreement"), pursuant to which, among
other things, the parties hereto entered into certain agreements regarding the
management of the Company;
WHEREAS, the parties hereto desire to amend certain provisions of the
Investors Stockholders' Agreement;
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained and for other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
1. Amendments. From and after the Amendment Effectiveness Date (as
hereinafter defined):
a. Section 2(a)(iii) of the Investors Stockholders' Agreement
shall be amended by deleting the following:
"Dresdner (or its Affiliated Successors) and shall initially be ▇▇▇▇
▇▇▇▇▇▇▇ (the "Dresdner Designee")"
and replacing it with the following:
"CTIHC, Incorporated (or its Affiliated Successors) and shall
initially be ▇▇▇▇ ▇▇▇▇▇".
2. Amendment Effectiveness Date. This Amendment No. 1 shall be
effective on the date that a counterpart hereof shall have been executed in
accordance with Section 5.1(b) of the Investors Stockholders' Agreement (the
"Amendment Effectiveness Date").
3. Severability of Provisions. Any provision of this Amendment No. 1
which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the
remaining provisions hereof or affecting the validity of remaining provisions
hereof or affecting the validity or enforceability of such provision in any
other jurisdiction.
4. Agreements to Remain in Full Force and Effect. This Amendment No. 1
shall be deemed to be an amendment to the Investors Stockholders' Agreement. All
references to the Investors Stockholders' Agreement in any other agreements or
documents shall on and after the date hereof be deemed to refer to the Investors
Stockholders' Agreement as amended hereby. Except as amended hereby, the
Investors Stockholders' Agreement shall remain in full force and effect and is
hereby ratified, adopted and confirmed in all respects.
5. Headings. The headings in this Amendment No. 1 are inserted for
convenience and identification only and are not intended to describe, interpret,
define or limit the scope, extent or intent of this Amendment No. 1 or any
provision thereof.
6. Counterparts. This Amendment No. 1 may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
7. Governing Law. THIS AMENDMENT NO. 1 SHALL BE GOVERNED AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, each of the parties has executed or consent this
Amendment No. 1 to be executed by its duly authorized officers as of the date
first written above.
TELECORP PCS, INC.
(f/k/a TeleCorp-Tritel Holding Company)
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------
Name:
Title:
EQUITY-LINKED INVESTORS-II
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Associates-II,
its general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------
Name:
Title:
PRIVATE EQUITY INVESTORS III, L.P.
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Associates III, LLC,
its general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------------
Name:
Title:
WHITNEY EQUITY PARTNERS, L.P.
By: ▇.▇. ▇▇▇▇▇▇▇ Equity Partners, L.L.C.,
its general partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
Title: Managing Member of General
Partner
▇.▇. ▇▇▇▇▇▇▇ III, L.P.
By: ▇.▇. ▇▇▇▇▇▇▇ Equity Partners III,
L.L.C., its general partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
Title: Managing Member
WHITNEY STRATEGIC PARTNERS III, L.P.
By: ▇.▇. ▇▇▇▇▇▇▇ Equity Partners III,
L.L.C., its general partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
Title: Managing Member
CTIHC, INCORPORATED
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: SVP
CB CAPITAL INVESTORS, L.P.
By: CB Capital Investors, Inc.,
its general partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: General Partner/Managing
Director, ▇▇ ▇▇▇▇▇▇ Partners
▇▇▇▇ COMMUNICATIONS PARTNERS, L.P.
By: HCP Investments, L.P.,
its general partner
By: ▇▇▇▇ Partners, LLC,
its general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------------
Name:
Title:
HCP CAPITAL FUND, L.P.
By: ▇▇▇▇▇ ▇. ▇▇▇▇ & Co.,
its general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------------
Name:
Title: