Exhibit 10.3
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EXECUTION COPY
INVESTORS STOCKHOLDERS' AGREEMENT
by and among
TELECORP PCS, INC.
and
THE STOCKHOLDERS NAMED HEREIN
dated as of February 28, 2000
TABLE OF CONTENTS
Page
1. Certain Definitions........................................................2
2. Management of Company; Certain Voting Requirements.........................2
2.1. Board of Directors...................................................2
2.2. Removal; Filling of Vacancies........................................3
2.3. Election of Initial Board of Directors...............................4
2.4. Reduction of Unfunded Commitment.....................................4
3. Unfunded Commitment; Additional Capital Contributions......................4
4. After-Acquired Shares; Recapitalization....................................5
4.1. After-Acquired Shares; Recapitalization..............................5
5. Equitable Relief...........................................................5
5.1. Equitable Relief.....................................................5
6. Miscellaneous..............................................................6
6.1. Notices..............................................................6
6.2. Entire Agreement; Amendment; Consents................................6
6.3. Term.................................................................6
6.4. Obligations Several..................................................6
6.5. Governing Law........................................................6
6.6. Jurisdiction.........................................................7
6.7. Benefit and Binding Effect; Severability.............................7
6.8. Headings.............................................................7
6.9. Counterparts.........................................................7
Schedules
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Schedule I Cash Equity Investors
Schedule II Stock Ownership
Schedule III Initial Director Nominees
Schedule IV Notices
INVESTORS STOCKHOLDERS' AGREEMENT
THIS INVESTORS STOCKHOLDERS' AGREEMENT, dated as of February 28, 2000
(this "Agreement"), is by and among AT&T WIRELESS PCS, INC., a Delaware
corporation, CB CAPITAL INVESTORS, L.P., a Delaware corporation, together with
its Affiliated Successors ("Chase"), PRIVATE EQUITY INVESTORS III, L.P. ("PEI
III"), a Delaware limited partnership, EQUITY-LINKED INVESTORS-II, a New York
limited partnership ("▇▇▇ ▇▇", and together with PEI III, "▇▇▇▇▇"), WHITNEY
EQUITY PARTNERS, L.P. ("WEP"), a Delaware limited partnership, ▇. ▇. ▇▇▇▇▇▇▇
III, L.P. ("JHW"), a Delaware limited partnership, WHITNEY STRATEGIC PARTNERS
III, L.P., a Delaware limited partnership ("WSP", and together with JHW and WEP,
"Whitney"), MEDIA/COMMUNICATIONS INVESTORS LIMITED PARTNERSHIP ("MC"), a
Massachusetts limited partnership, MEDIA/COMMUNICATIONS PARTNERS III LIMITED
PARTNERSHIP, a Delaware limited partnership ("MC-III", and, together with MC,
"MC Partners"), TORONTO DOMINION INVESTMENTS, INC. ("TDI"), a Delaware
corporation, NORTHWOOD VENTURES LLC, a New York limited liability company,
("NV"), NORTHWOOD CAPITAL PARTNERS LLC, a New York limited liability company
("NCP", and, together with NV, "Northwood"), ONELIBERTY FUND III, L.P., a
Delaware limited partnership ("OneLiberty"), ▇▇▇▇ COMMUNICATIONS PARTNERS, L.P.
("HCP"), a Delaware limited partnership, HCP CAPITAL FUND, L.P., a Delaware
limited partnership ("HCP Fund", and, together with HCP, "▇▇▇▇"), CIHC,
INCORPORATED, a Delaware corporation, ("Conseco"), DRESDNER KLEINWORT ▇▇▇▇▇▇
PRIVATE EQUITY PARTNERS LP, a Delaware limited partnership ("Dresdner"), TORONTO
DOMINION INVESTMENTS, INC., a Delaware corporation ("TD"), GENERAL ELECTRIC
CAPITAL CORPORATION, a New York corporation ("GE Capital"), TRIUNE PCS, LLC, a
Delaware limited liability company ("Triune"), FCA VENTURE PARTNERS II, L.P., a
Delaware limited partnership ("FCA"), ▇▇▇▇▇▇▇ ASSOCIATES LLC, a Tennessee
limited liability company ("▇▇▇▇▇▇▇"), TRILLIUM PCS, LLC., a Mississippi limited
liability company ("Trillium"), AIRWAVE COMMUNICATIONS, LLC, a Mississippi
limited liability company ("Airwave"), DIGITAL PCS, LLC, a Mississippi limited
liability company ("Digital"), THE MANUFACTURERS LIFE INSURANCE COMPANY
(U.S.A.), a Michigan corporation ("MF"), and the investors listed on Schedule I
(individually, each a "Cash Equity Investor" and, collectively with Chase,
Desai, Whitney, MC Partners, TDI, Northwood, OneLiberty, ▇▇▇▇, Mercury, THC and
any of their respective Affiliated Successors who become a Stockholder and a
party to this Agreement in accordance with the terms hereof, the "Cash Equity
Investors"). Each of the foregoing Persons are sometimes referred to herein,
individually, as a "Stockholder" and, collectively, as the "Stockholders."
RECITALS
WHEREAS, on the date hereof, Tritel, Inc. ("Tritel") and TeleCorp PCS,
Inc. ("Telecorp") entered into that certain Agreement and Plan of Reorganization
and Contribution, copies of which have been provided to the parties hereto (the
"Merger Agreement") providing
for the merger of Telecorp Merger Sub, a to-be-formed wholly-owned subsidiary of
Telecorp PCS, Inc., a to-be-formed Delaware corporation (the "Company"), with
and into Telecorp, and the merger of Tritel Merger Sub, a to-be-formed
wholly-owned subsidiary of the Company, with and into Tritel (collectively, the
"Merger"), whereby Telecorp and Tritel will be the surviving corporations of the
Merger and will become wholly-owned subsidiaries of the Company upon the
effectiveness of the Merger (such date, the "Effective Date");
WHEREAS, the Cash Equity Investors, the Company and the other
Stockholders named therein have agreed to become parties to that certain
Stockholders Agreement, to be dated the Effective Date (as amended from time to
time, in accordance with its terms, the "Company Stockholder Agreement")
pursuant to which the Cash Equity Investors and the other parties thereto have
agreed to provide for the management of the Company and to impose certain
restrictions with respect to the sale, transfer or other disposition of Company
Stock on the terms set forth therein; and
WHEREAS, each Stockholder, without giving effect to the transfer of any
shares of capital stock of Telecorp or Tritel owned or controlled by such
Stockholder on or after the date hereof but prior to the Effective Date, shall,
on the Effective Date, be registered owner of the respective shares of Common
Stock of the Company, (excluding Class C Common Stock and Voting Preference
Stock) (the "Common Stock") and Series C Preferred Stock set forth opposite its
name on Schedule II; and
WHEREAS, the parties hereto desire to enter into this Agreement in
order to impose certain further restrictions with respect to the sale, transfer
or other disposition of Company Stock and to provide for certain rights with
respect to the management of the Company on the terms and conditions hereinafter
set forth, such obligations to become effective on the Effective Date;
NOW, THEREFORE, in consideration of the premises and the mutual
representations, warranties, covenants, conditions and agreements hereinafter
set forth, the parties agree as follows:
1. Certain Definitions.
Capitalized terms not otherwise defined herein shall have the meanings
set forth in the Company Stockholder Agreement.
Each definition or pronoun herein shall be deemed to refer to the
singular, plural, masculine, feminine or neuter as the context requires. Words
such as "herein," "hereinafter," "hereof," "hereto" and "hereunder" refer to
this Agreement as a whole, unless the context otherwise requires.
2. Management of Company; Certain Voting Requirements.
(a) Board of Directors. Each of the Cash Equity Investors hereby
agrees, so long as such Stockholder continues to hold any shares of Series C
Preferred Stock or Common Stock, in exercising its rights under Section 3 of the
Company Stockholder Agreement, that it will vote or cause to be voted all of the
shares of its Common Stock owned or held of record by it (whether now owned or
hereafter acquired), in person or by proxy, to cause the selection of directors,
the election of directors and thereafter the continuation in office of the
following persons as members of the Board of Directors (the "Cash Equity
Directors") as follows:
(i) one (1) individual to be designated by Chase (or its Affiliated
Successors) and shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (the "▇▇▇▇▇ Designee");
(ii) one (1) individual to be designated by ▇▇▇▇▇ (or its Affiliated
Successors) and shall initially be ▇▇▇▇▇ ▇▇▇▇▇ (the "▇▇▇▇▇ Designee");
(iii) one (1) individual to be designated by Dresdner (or its
Affiliated Successors) and shall initially be ▇▇▇▇ ▇▇▇▇▇▇▇ (the "Dresdner
Designee");
(iv) one (1) individual to be designated by Triune (or its Affiliated
Successors) and shall initially be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the "Triune Designee");
(v) with respect to any individual selected pursuant to Section 3.1(e)
of the Company Stockholder Agreement, such individual shall be deemed
acceptable to holders of a "Majority in Interest of the Class A Common
Stock Beneficially Owned by the Cash Equity Investors" in accordance with
such Section 3.1(e) only in the event such individual has been approved by
"Two-Thirds in Interest of the Cash Equity Investors" (as defined below).
(vi) the right to designate any designee pursuant to this Section 2.1
shall terminate in accordance with Section 12.3(c) of the Company
Stockholder Agreement; provided, that if the number of Cash Equity
Directors is required to be reduced pursuant to Section 12.3(c) of the
Company Stockholder Agreement, the designee pursuant to this Section 2.1(a)
who represents the Stockholder holding the fewest shares of Common Stock of
all such shares owned on the date of such mandated reduction by
Stockholders whose designees then remain as Cash Equity Directors shall
resign (or the other directors or Stockholders shall remove them) from the
Board of Directors.
(b) For purposes of this Agreement, "Two-Thirds in Interest of the Cash
Equity Investors" shall mean the Cash Equity Investors owning two-thirds of the
outstanding shares of Common Stock held by all Cash Equity Investors.
(c) Any nomination or designation of directors and the acceptance
thereof pursuant to this Section 2.1 shall be evidenced in writing.
2.2. Removal; Filling of Vacancies. Except as set forth in Section 2.1,
each Cash Equity Investor agrees it will not vote any shares of Common Stock
owned or controlled by such Cash Equity Investor, for the removal without cause
of any director designated by any other Cash Equity Investor in accordance with
Section 2.1. Any successor director to the director designated by Chase, Desai,
Dresdner or Triune (each a "Designating CEI") shall be designated by the
applicable Designating CEI; provided, however, that, in the event such successor
director is not an employee of the applicable Designating CEI, such successor
must also be approved by Two-Thirds in Interest of the Cash Equity Investors.
2.3. Election of Initial Board of Directors. Each Cash Equity Investor
hereby consents to the nomination of the persons designated on Schedule III
hereto to be the initial Cash Equity Directors of the Company pursuant to the
Company Stockholder Agreement.
2.4. Reduction of Unfunded Commitment. In connection with a public
offering of the Company's Common Stock, any Cash Equity Investor may request
that the Company reduce the Unfunded Commitment of such Cash Equity Investor
upon the divestiture to the Company by such Cash Equity Investor (including by
transferring to the Company shares of Common Stock which may be sold by the
Company, including by the Company's sale of such shares in a registered offering
in lieu of such Cash Equity Investor's otherwise allocable pro rata share of
such registered offering) a number of shares of Company Stock having a value
(based upon the gross proceeds per share of Common Stock to be received by the
Company in such offering) equal to the amount by which the then present value of
the Unfunded Commitment (determined by using the Applicable Federal Rate as the
relevant discount rate) is to be reduced.
(a) Unfunded Commitment; Additional Capital Contributions. In the
event any Cash Equity Investor (a "Defaulting Cash Equity Investor") fails
to satisfy any portion of its Unfunded Commitment pursuant to Section 2.2
of the Telecorp Securities Purchase Agreement (a "Payment Default"), the
Company shall give prompt written notice, but no later than one (1)
business day following such default (a "Default Notice"), to each Cash
Equity Investor other than the Defaulting Cash Equity Investor (each a
"Non-Defaulting Cash Equity Investor") of the amount of such Payment
Default (the "Default Amount"). In the event the Defaulting Cash Equity
Investor has failed to cure such Payment Default or in the event that no
Affiliated Cash Equity Investor (defined below) of such Defaulting Cash
Equity Investor has cured such Payment Default, within five (5) days of the
Payment Default, each Non-Defaulting Cash Equity Investor may, acting on
its own or in conjunction with one or more of the other Non-Defaulting Cash
Equity Investors (each a "Participating Cash Equity Investor"), agree to
fund all or any portion of such Payment Default by providing written notice
to the Company (a "Payment Notice") no later than 12:00 Noon (New York
time) twenty (20) days following the date on which the Default Notice is
delivered (the "Payment Notice Period") and the Company shall thereafter
provide each Participating Cash Equity Investor with copies of such Payment
Notice or Payment Notices; provided, however, that if the aggregate amount
agreed to be funded by the Participating Cash Equity Investors shall exceed
the Payment Default, then the amount to be funded by each such
Participating Cash Equity Investor shall be divided amongst the
Participating Cash Equity Investors pro rata in accordance with the shares
of Common Stock owned or controlled by such Participating Cash Equity
Investors; provided, further, however, that if the aggregate amount agreed
to be funded by the Participating Cash Equity Investors shall
be less than the Payment Default (a "Payment Default Shortfall"), the
Company shall give prompt written notice, but no later than one (1)
business day following the end of the Payment Notice Period, of such
Payment Default Shortfall (a "Payment Default Shortfall Notice") to all
Non-Defaulting Cash Equity Investors and all such Non-Defaulting Cash
Equity Investors may agree to fund the Payment Default Shortfall by
providing written notice to the Company within five (5) days of delivery of
the Payment Notice and payment shall be made in accordance with the
preceding two provisos.
(b) Upon payment of the Default Amount (or any portion thereof), each
Participating Cash Equity Investor (i) shall be deemed to be the record and
beneficial owner of that number of shares of Common Stock owned or
controlled by the Defaulting Cash Equity Investor equal to (w) the total
number of shares of Common Stock owned or controlled by the Defaulting Cash
Equity Investor multiplied by (x) the amount paid by such Participating
Cash Equity Investor pursuant to this Section 4 divided by the Default
Amount, and (ii) shall become obligated to the Company pursuant to Section
2.2 of the Securities Purchase Agreement with respect to the remaining
Unfunded Commitment, if any, of the Defaulting Cash Equity Investor in an
amount equal to (y) the amount of such remaining Unfunded Commitment
multiplied by (z) the percentage of the Unfunded Commitment the Defaulting
Cash Equity Investor failed to satisfy which such Participating Cash Equity
Investor funded pursuant to this Section 4.
(c) For purposes of this Section 3, an "Affiliated Cash Equity
Investor" shall mean an Affiliated Successor of such Cash Equity Investor
and (i) with respect to ▇▇▇▇▇, ▇▇▇ III and ▇▇▇ ▇▇ and any of their
respective Affiliated Successors, (ii) with respect to Whitney, WEP, JHW
and WSP and any of their respective Affiliated Successors, (iii) with
respect to MC Partners, MC and MC-III and any of their respective
Affiliated Successors, (iv) with respect to Northwood, NV and NCP and any
of their respective Affiliated Successors, (v) with respect to ▇▇▇▇, HCP
and HCP Fund and any of their respective Affiliated Successors.
3. After-Acquired Shares; Recapitalization.
(a) After-Acquired Shares; Recapitalization. All of the provisions of
this Agreement shall apply to all of the shares of Equity Securities now owned
or hereafter issued or transferred to a Stockholder in consequence of any
additional exchange or reclassification of shares of Equity Securities,
corporate reorganization, or any other form of recapitalization, or
consolidation, or merger, or share split, or share dividend, or which are
acquired by a Stockholder or its Affiliate in any other manner.
(b) Whenever the number of outstanding shares of Equity Securities is
changed by reason of a stock dividend or a subdivision or combination of shares
effected by a reclassification of shares, each specified number of shares
referred to in this Agreement shall be adjusted accordingly.
4. Equitable Relief.
4.1. Equitable Relief. The parties hereto agree and declare that legal
remedies may be inadequate to enforce the provisions of this Agreement and that,
in addition to being entitled to exercise all of the rights provided herein or
in the Company's Certificate of Incorporation or granted by law, including
recovery of damages, equitable relief, including specific performance and
injunctive relief, may be used to enforce the provisions of this Agreement.
5. Miscellaneous.
5.1. Notices. All notices or other communications hereunder shall be in
writing and shall be given in the manner prescribed in the Company Stockholder
Agreement.
(a) Entire Agreement; Amendment; Consents. This Agreement and the
Company Stockholder Agreement constitute the entire agreement among the
parties with respect to the subject matter hereof and supersedes all other
prior agreements and understandings, both written and oral, among the
parties or any of them with respect to the subject matter hereof. The
Stockholders agree that the terms of this Agreement shall supersede any
inconsistent provision contained in the Company Stockholder Agreement.
(b) No change or modification of this Agreement shall be valid,
binding or enforceable unless the same shall be in writing and signed by
Stockholders who own or control at least 66-2/3% of all shares of Common
Stock owned or controlled by the Cash Equity Investors; provided, however,
that no change or modification to this Agreement which adversely effects
the rights of any Stockholder or the Company shall be valid, binding and
enforceable unless the same shall be in writing and signed by such
Stockholder or the Company. In the event any party hereto shall cease to
own any shares of Equity Securities such party hereto shall cease to be a
party to this Agreement and the rights and obligations of such party
hereunder shall terminate.
(c) Whenever in this Agreement the consent or approval of a
Stockholder is required, except as expressly provided herein, such consent
or approval may be given or withheld in the sole and absolute discretion of
each Stockholder.
(d) Whenever the Company Stockholder Agreement is amended in
accordance with its terms, the Stockholders hereto agree to enter into such
amendments to this Agreement necessary to effectuate the intent of this
Agreement. The Stockholder shall not enter into any such amendment the
effect of which adversely effects the rights of any Stockholder hereto
without the consent of such Stockholder.
5.2. Term. This Agreement shall terminate upon the termination of the
Company Stockholder Agreement.
5.3. Obligations Several. The obligations of each Stockholder under
this Agreement shall be several with respect to each such Stockholder.
5.4. Governing Law. This Agreement shall be governed and construed in
accordance with the law of the State of Delaware.
(a) Jurisdiction. The Company and each of the Stockholders hereby
irrevocably consents to the exclusive jurisdiction of the state or federal
courts in the State of New York, and all state or federal courts competent
to hear appeals therefrom, over any actions which may be commenced against
any of them under or in connection with this Agreement. The Company and
each Stockholder hereby irrevocably waive, to the fullest extent permitted
by applicable law, any objection which any of them may now or hereafter
have to the laying of venue of any such dispute brought in such court or
any defense of inconvenient forum for the maintenance of such dispute in
the ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇. The Company and each
Stockholder hereby agree that a judgment in any such dispute may be
enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law. The Company and each Stockholder hereby consent to
process being served by any party to this Agreement in any actions by the
transmittal of a copy thereof in accordance with the provisions of Section
8.1 of the Company Stockholder Agreement.
5.5. Benefit and Binding Effect; Severability. This Agreement shall be
binding upon and shall inure to the benefit of the Company (solely with respect
to Sections 3.2, 3.3 and 4), its successors and assigns, and each of the
Stockholders and their respective executors, administrators and personal
representatives and heirs and permitted assigns. If any term or other provision
of this Agreement is invalid, illegal or incapable of being enforced by any law
or public policy or any listing requirement applicable to the Common Stock, all
other terms and provisions of this Agreement shall nevertheless remain in full
force and effect. Upon such determination that any term or other provision is
invalid, illegal or incapable of being enforced, the parties hereto affected by
such determination in any material respect shall negotiate in good faith to
modify this Agreement so as to effect the original intent of the parties as
closely as possible in an acceptable manner in order that the provisions hereof
are given effect as originally contemplated to the greatest extent possible.
5.6. Headings. The captions in this Agreement are for convenience only
and shall not be considered a part of or affect the construction or
interpretation of any provision of this Agreement.
5.7. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written:
TELECORP PCS, INC.
Executed on behalf of TeleCorp PCS, By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Inc. as of November 13, 2000 --------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Executive Vice President -
Chief Financial Officer
▇▇▇▇▇▇▇▇ ▇▇▇▇ Equity Investors:
CB CAPITAL INVESTORS, L.P.
By: CB Capital Investors, Inc.
its general partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President CB Capital
Investors, L.P.
NORTHWOOD VENTURES LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
NORTHWOOD CAPITAL PARTNERS LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
ONE LIBERTY FUND IV, L.P.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: General Partner of
One Liberty Partners IV, LLC,
general partner for
One Liberty Fund IV, L.P.
ONE LIBERTY FUND III, L.P.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: General Partner of
One Liberty Partners III, L.P.,
general partner for
One Liberty Fund III, L.P.
MEDIA COMMUNICATIONS
INVESTORS LIMITED PARTNERSHIP
By: M/C Investors General
Partner - J. Inc.,
a general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Authorized Officer
MEDIA/COMMUNICATIONS PARTNERS III
LIMITED PARTNERSHIP
By: M/CP III General Partner -
J. Inc., a general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Authorized Officer
EQUITY-LINKED INVESTORS - II
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇ ASSOCIATES-II,
its general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Name:
------------------------------
Title:
-----------------------------
PRIVATE EQUITY INVESTORS III, L.P.
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇ ASSOCIATES III,
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Name:
------------------------------
Title:
-----------------------------
▇▇▇▇ COMMUNICATIONS PARTNERS, L.P.
By: HCP Investments, L.P., its
general partner
By: ▇▇▇▇ Partners, LLC, its general
partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Manager
HCP CAPITAL FUND, L.P.
By: ▇▇▇▇▇ ▇. ▇▇▇▇ & Co.,
its general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Chairman
ONE LIBERTY ADVISORS FUND IV, L.P.
By: its general partner
ONE LIBERTY PARTNERS IV, LLC
By: its managing member
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
--------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
WHITNEY EQUITY PARTNERS, L.P.
By: ▇.▇. ▇▇▇▇▇▇▇ & Co., its
general partner
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇.
-------------------------------
Name:
Title:
▇.▇. ▇▇▇▇▇▇▇ III, L.P.
By: ▇.▇. ▇▇▇▇▇▇▇ & Co.,
its general partner
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇.
--------------------------------
Name:
Title:
WHITNEY STRATEGIC PARTNERS III,
L.P.
By: ▇.▇. ▇▇▇▇▇▇▇ & Co.
Its general partner
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇.
--------------------------------
Name:
Title:
TORONTO DOMINION INVESTMENTS INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
GILDE INTERNATIONAL B.V.,
by its attorney in fact ▇▇▇▇▇▇,
Holland Partners L.P., by its ▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ Partners II, L.P.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: General Partner
AT&T WIRELESS 2000
By:
--------------------------------
Name:
Title:
DIGITAL PCS, LLC
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
TRITEL CASH EQUITY INVESTORS:
TORONTO DOMINION INVESTMENTS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
GENERAL ELECTRIC CAPITAL
CORPORATION
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
CIHC, INCORPORATED
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
Title: Sr. Vice President
DRESDNER KLEINWORT ▇▇▇▇▇▇
PRIVATE EQUITY PARTNERS LP
By: Dresdner Kleinwort ▇▇▇▇▇▇
Private Equity Managers LLC,
as its general partner
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Authorized Signatory
TRIUNE PCS, LLC, A DELAWARE
LIMITED LIABILITY COMPANY
By: Oak Tree, LLC
Title: Manager
By: Triune Private Equity, LLC
Title: Manager
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Manager
FCA VENTURE PARTNERS II, L.P.
By: Clayton-DC Venture Capital
Group, LLC, its general partner
By:
--------------------------------
Name: D. ▇▇▇▇▇▇ ▇▇▇▇▇▇, III
Title: Manager
▇▇▇▇▇▇▇ ASSOCIATES, LLC
By:
--------------------------------
its managing member
SOUTHERN FARM BUREAU LIFE
INSURANCE COMPANY
By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
TRILLIUM PCS, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇
Title: Manager
Management Stockholders:
-----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇
-----------------------------------
▇. ▇. ▇▇▇▇▇▇, ▇▇.
-----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇ FUNDING, LLC
By: Chrysalis Ventures, LLC
Title: Manager
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: Manager
SCHEDULE I
CASH EQUITY INVESTORS
CB Capital Investors
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Equity-Linked Investors-II
Private Equity Investors III, L.P.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇ Communications Partners, L.P.
HCP Capital Fund, L.P.
One Galleria Tower
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Whitney Equity Partners, L.P.
J.H. Whitney III, ▇.▇.
▇▇▇▇▇▇▇ Strategic Partners III, L.P.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇.
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Media/Communications Partners III Limited Partnership
Media/Communications Investors Limited Partnership
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
OneLiberty Fund III, L.P.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Toronto Dominion Investments, Inc.
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
(with a copy to)
Toronto Dominion Investments, Inc.
▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
Northwood Ventures LLC
Northwood Capital Partners LLC
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
CIHC, Incorporated
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
Trillium PCS, LLC
Airwave Communications, LLC
Digital PCS, LLC
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
Dresdner Kleinwort ▇▇▇▇▇▇ Private Equity
Managers LLC
▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Facsimile: 212-429-3139
Triune PCS, LLC
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
Toronto Dominion Investments, Inc.
▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
With copy to:
Toronto Dominion Investments, Inc.
▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
GE Capital Services Structured Finance Group
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ De Cruccio
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
FCA Venture Partners II, ▇▇
▇▇▇▇▇▇▇ Associates, LLC
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
The Manufacturers' Life Insurance Company (U.S.A.)
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
JG Funding, LLC
______________________
______________________
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Facsimile: ___________________
SCHEDULE II
STOCK OWNERSHIP
[See schedule attached]
SCHEDULE III
INITIAL CASH EQUITY DIRECTORS
1. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
2. ▇▇▇▇▇ ▇▇▇▇▇
3. ▇▇▇▇ ▇▇▇▇▇▇▇
4. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇