EXECUTION COPY
EXHIBIT 10.43
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
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 ("ELI II", and together with PEI III, "Desai"), WHITNEY
EQUITY PARTNERS, L.P. ("WEP"), a Delaware limited partnership, J. H. WHITNEY
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"), HOAK COMMUNICATIONS PARTNERS, L.P.
("HCP"), a Delaware limited partnership, HCP CAPITAL FUND, L.P., a Delaware
limited partnership ("HCP Fund", and, together with HCP, "Hoak"), CIHC,
INCORPORATED, a Delaware corporation, ("Conseco"), DRESDNER KLEINWORT BENSON
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"), CLAYTON ASSOCIATES LLC, a Tennessee
limited liability company ("Clayton"), 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, Hoak, 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 Michael Hannon (the "Chase Designee");
(ii) one (1) individual to be designated by Desai (or its Affiliated
Successors) and shall initially be Rohit Desai (the "Desai Designee");
(iii) one (1) individual to be designated by Dresdner (or its Affiliated
Successors) and shall initially be Alex Coleman (the "Dresdner Designee");
(iv) one (1) individual to be designated by Triune (or its Affiliated
Successors) and shall initially be Kevin Shepherd (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 Desai, PEI III and ELI II 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
Hoak, 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"% 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 Southern District
of New York and New York County. 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:
Executed on behalf of TeleCorp PCS, Inc. as of November 13, 2000.
TELECORP PCS, INC.
By: /s/ Thomas H. Sullivan
------------------------------------
Name: Thomas H. Sullivan
Title: Executive Vice President - Chief
Financial Officer
Telecorp Cash Equity Investors
CB CAPITAL INVESTORS, L.P.
By: CB Capital Investors, Inc.
its general partner
By:
------------------------------------
Name: Michael R. Hannon
Title: Vice President CB Capital
Investors, L.P.
NORTHWOOD VENTURES LLC
By: /s/ Henry T. Wilson
------------------------------------
Name: Henry T. Wilson
Title: Managing Director
NORTHWOOD CAPITAL LLC
By: /s/ Henry T. Wilson
------------------------------------
Name: Henry T. Wilson
Title: Managing Director
ONE LIBERTY FUND IV, L.P.
By: /s/ Edwin M. Kania, Jr.
------------------------------------
Name: Edwin M. Kania, Jr.
Title: General Partner of OneLiberty
Partners IV, LLC GP for OL Fund III
ONE LIBERTY FUND III, L.P.
By: /s/ Edwin M. Kania, Jr.
------------------------------------
Name: Edwin M. Kania, Jr.
Title: General Partner of OneLiberty
Partners IV, LLC GP for OL Fund III
MEDIA COMMUNICATIONS
INVESTORS LIMITED PARTNERSHIP
By: M/C Investors General Partner -
J. Inc., a general partner
By: ____________________________________
Name: James F. Wade
Title: Authorized Officer
MEDIA/COMMUNICATIONS
PARTNERS III LIMITED PARTNERSHIP
By: M/CP III General Partner - J. Inc.,
a general partner
By: ____________________________________
Name: James F. Wade
Title: Authorized Officer
EQUITY-LINKED INVESTORS - II
By: ROHIT M. DESAI ASSOCIATES-II,
its general partner
By: /s/ Rohit M. Desai
------------------------------------
Name:
-----------------------------------
Title:
----------------------------------
PRIVATE EQUITY INVESTORS III, L.P.
By: ROHIT M. DESAI ASSOCIATES III,
LLC, its general partner
By: /s/ Rohit M. Desai
------------------------------------
Name:
----------------------------------
Title:
----------------------------------
HOAK COMMUNICATIONS PARTNERS, L.P.
By: HCP Investments, L.P., its general
partner
By: Hoak Partners, LLC, its general
partner
By: ____________________________________
Name: James M. Hoak
Title: Manager
HCP CAPITAL FUND, L.P.
By: James M. Hoak & Co.,
its general partner
By: ____________________________________
Name: James M. Hoak
Title: Chairman
ONELIBERTY ADVISORS FUND IV, L.P.
By: OneLiberty Partners IV, LLC
its general partner
By: /s/ Edwin M. Kania, Jr.
------------------------------------
Name: Edwin M. Kania, Jr.
Title: Managing Member
WHITNEY EQUITY PARTNERS, L.P.
By: J.H. Whitney & Co., its general
partner
By: /s/ William Laverack, Jr.
------------------------------------
Name:
Title:
J.H. WHITNEY III, L.P.
By: J.H. Whitney & Co.,
its general partner
By: /s/ William Laverack, Jr.
------------------------------------
Name:
Title:
WHITNEY STRATEGIC PARTNERS III, L.P.
By: J.H. Whitney & Co.
Its general partner
By: /s/ William Laverack, Jr.
------------------------------------
Name:
Title:
TORONTO DOMINION INVESTMENTS INC.
By: /s/ Martha L. Gariepy
------------------------------------
Name: Martha L. Gariepy
----------------------------------
Title: Vice President
----------------------------------
GILDE INTERNATIONAL B.V.,
by its attorney in fact Morgan, Holland
Partners L.P., by its GP Morgan, Holland
Partners II, L.P.
By: /s/ Edwin M. Kania, Jr.
------------------------------------
Name: Edwin M. Kania, Jr.
Title: General Partner
TRITEL CASH EQUITY INVESTORS:
TORONTO DOMINION INVESTMENTS, INC.
By: /s/ Martha L. Gariepy
------------------------------------
Name: Martha L. Gariepy
----------------------------------
Title: Vice President
----------------------------------
GENERAL ELECTRIC CAPITAL CORPORATION
By:
------------------------------------
Name:
----------------------------------
Title:
----------------------------------
CIHC, INCORPORATED
By: /s/ CIHC, Incorporated
------------------------------------
Name: CIHC, Incorporated
----------------------------------
Title:
----------------------------------
DRESDNER KLEINWORT BENSON
PRIVATE EQUITY PARTNERS LP
By: Dresdner Kleinwort Benson Private
Equity LLC, as its general partner
By: /s/ Alexander P. Coleman
------------------------------------
Name: Alexander P. Coleman
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/ Kevin Shepherd
------------------------------------
Name: Kevin Shepherd
Title: Manager
FCA VENTURE PARTNERS II, L.P.
By: Clayton-DC Venture Capital Group,
LLC, its general partner
By: ____________________________________
Name: D. Robert Crants, III
Title: Manager
CLAYTON ASSOCIATES, LLC
By: ____________________________________
its managing member
SOUTHERN FARM BUREAU LIFE
INSURANCE COMPANY
By: ____________________________________
Name: _________________________________
Title: _________________________________
M3, LLC
By: ____________________________________
Name: _________________________________
Title: _________________________________
MCCARTY COMMUNICATIONS, LLC
By: ____________________________________
Name: _________________________________
Title: _________________________________
DC INVESTMENT PARTNERS
EXCHANGE FUND, L.P., FCA
VENTURE PARTNERS I, L.P.
By: ____________________________________
Name: _________________________________
Title: _________________________________
MERCURY PCS INVESTORS, LLC
By: ____________________________________
Name: _________________________________
Title: _________________________________
The MANUFACTURERS' LIFE
INSURANCE COMPANY (U.S.A.)
By: ____________________________________
Name: _________________________________
Title: _________________________________
TRILLIUM PCS, LLC
By: /s/ William M. Mounger, II
------------------------------------
Name: William M. Mounger, II
----------------------------------
Title: Manager
----------------------------------
JG FUNDING, LLC
By: Chrysalis Ventures, LLC
Title: Manager
By: /s/ David A. Jones, Jr.
------------------------------------
Name: David A. Jones, Jr.
Title: Manager
SCHEDULE I
CASH EQUITY INVESTORS
CB Capital Investors
380 Madison Avenue, 12th Floor
New York, NY 10017
Attn: Michael Hannon
Fax: (212) 622-3101
Equity-Linked Investors-II
Private Equity Investors III, L.P.
540 Madison Avenue, 36th Floor
New York, NY 10022
Attn: Rohit M. Desai
Fax: (212) 752-7807
Hoak Communications Partners, L.P.
HCP Capital Fund, L.P.
One Galleria Tower
13355 Noel Road, Suite 1050
Dallas, Texas 75240
Attn: James Hoak
Fax: (972) 960-4899
Whitney Equity Partners, L.P.
J.H. Whitney III, L.P.
Whitney Strategic Partners III, L.P.
177 Broad Street, 15th Floor
Stamford, Connecticut 06901
Attn: William Laverack, Jr.
Fax: (203) 973-1422
Media/Communications Partners III Limited Partnership
Media/Communications Investors Limited Partnership
75 State Street, Suite 2500
Boston, MA 02109
Attn: James F. Wade
Fax: (617) 345-7201
OneLiberty Fund III, L.P.
One Liberty Square
Boston, MA 02109
Attn: Joseph T. McCullen
Fax: (617) 423-1765
Toronto Dominion Investments, Inc.
31 West 52nd Street
New York, NY 10019-6101
Attn: Brian Rich
Fax: (212) 974-8429
(with a copy to)
Toronto Dominion Investments, Inc.
909 Fannin
Suite 1700
Houston, Texas 77010
Attn: Martha Gariepy
Fax: (713) 652-2647
Northwood Ventures LLC
Northwood Capital Partners LLC
485 Underhill Boulevard, Suite 205
Syosset, New York 11791-3419
Attn: Peter Schiff
Fax: (516) 364-0879
CIHC, Incorporated
11825 North Pennsylvania Street
Carmel, IN 46032-4911
Attention: John J. Sabl
Facsimile: 317-817-6327
Trillium PCS, LLC
Airwave Communications, LLC
Digital PCS, LLC
1410 Livingston Lane
Jackson, MS 39213-8003
Attention: William M. Mounger, II
Facsimile: 601-362-2664
Dresdner Kleinwort Benson Private Equity
Managers LLC
75 Wall Street, 24th Floor
New York, NY 10005-2889
Attention: Alexander P. Coleman
Facsimile: 212-429-3139
Triune PCS, LLC
4770 Baseline Road, Suite 380
Boulder, CO 80303
Attention: Kevin Shepherd
Facsimile: 303-499-6255
Toronto Dominion Investments, Inc.
31 W. 52nd Street
New York, NY 10019
Attention: Steve Reinstadtler
Facsimile: 212-974-8429
With copy to:
Toronto Dominion Investments, Inc.
909 Fannin, Suite 1700
Houston, TX 77010
Attention: Martha Gariepy
Facsimile: 713-652-2647
GE Capital Services Structured Finance Group
120 Long Ridge Road, 3rd Floor
Stamford, CT 06927-4000
Attention: Mark De Cruccio
Facsimile: 203-357-6868
FCA Venture Partners II, LP
Clayton Associates, LLC
10 Burton Hills Blvd., Suite 120
Nashville, TN 37215
Attention: Joel Goldberg
Facsimile: 615-263-0234
The Manufacturers' Life Insurance Company (U.S.A.)
73 Tremont Street, Suite 1300
Boston, MA 02108-3915
Attention: David Alpert
Facsimile: 617-854-4340
JG Funding, LLC
______________________________
______________________________
Attention: David A. Jones, Jr.
Facsimile: ___________________
SCHEDULE II
STOCK OWNERSHIP
[See schedule attached]
SCHEDULE III
INITIAL CASH EQUITY DIRECTORS
1. Michael Hannon
2. Rohit Desai
3. Alex Coleman
4. Kevin Shepherd