EXHIBIT 10.25
INDUCEMENT AGREEMENT
THIS INDUCEMENT AGREEMENT (this "AGREEMENT") is entered into as of
February 14, 2002 by and among GTCR Fund VII, L.P., a Delaware limited
partnership ("GTCR FUND VII "), GTCR Fund VII/A, L.P., a Delaware limited
partnership ("GTCR FUND VII/A") and GTCR Co-Invest, L.P., a Delaware limited
partnership ("GTCR CO-Invest" and, together with GTCR Fund VII and GTCR Fund
VII/A, the "GTCR TRANSFERORS"), Snowlake Investment Pte Ltd, ("SNOWLAKE and,
together with the GTCR Transferors, collectively, the "TRANSFERORS"), GTCR
Capital Partners, L.P., a Delaware limited partnership (the "TRANSFEREE") and
TSI Telecommunication Holdings, LLC, a Delaware limited liability company (the
"COMPANY").
WHEREAS, the Company has been organized for the purpose of acquiring
TSI Telecommunication Services Inc., a Delaware corporation ("TSI");
WHEREAS, each of the GTCR Transferors and Snowlake have agreed to
purchase certain of the Company's Class B Preferred Units and Common Units
pursuant to certain purchase agreements between the Company and the GTCR
Purchasers and Snowlake respectively;
WHEREAS, pursuant to the terms of that certain Amended and Restated
Agreement of Merger, dated as of December 7, 2001 and amended and restated on
January 14, 2002 (the "ACQUISITION AGREEMENT"), among TSI Merger Sub, Inc., a
Delaware corporation and a wholly-owned indirect subsidiary of the Company,
("MERGER SUB"), TSI Telecommunication Holdings, Inc., Verizon Information
Services Inc. and TSI, Merger Sub shall be merged with and into TSI and
following the merger TSI shall continue as the surviving corporation;
WHEREAS, in connection with the transactions contemplated under the
Acquisition Agreement, Merger Sub has sought to issue its 12 3/4% Senior
Subordinated Notes due 2009 (the "NOTES") in the aggregate principal amount of
$245 million;
WHEREAS, the Transferors in order to induce the Transferee to purchase
a portion of the Notes the Transferors have agreed to enter into this Agreement
and to transfer certain equity securities of the Company owned by the
Transferors to the Transferee; and
WHEREAS, the Transferors are parties to that certain Securityholders
Agreement, dated as of the date hereof, by and among certain securityholders of
the Company (as such agreement may be amended from time to time pursuant to its
terms, the "SECURITYHOLDERS AGREEMENT"), and in accordance with the terms
thereof the Transferors desire to transfer certain the Company's Class B
Preferred Units and Common Units to the Transferee.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties to this Agreement hereby agree as
follows (capitalized terms not
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otherwise defined herein shall have the meanings ascribed to them in the
Securityholders Agreement):
In accordance with the terms and conditions of the Securityholders
Agreement, the parties hereto agree as follows:
1. TRANSFER AND ASSIGNMENT BY TRANSFERORS.
(a) On the date hereof, and subject to the terms and conditions
set forth herein the Transferors transfer and assign 3,719.29 of the Company's
Class B Preferred Units and 1,165,065.40 Common Units (collectively, the
"UNITS") to the Transferee as follows: (i) GTCR Fund VII hereby transfers and
assigns to the Transferee 2,165.50 Class B Preferred Units and 678,341.7 Common
Units, (ii) GTCR Fund VII/A hereby transfers and assigns to the Transferee
1,082.75 Class B Preferred Units and 339,170.85 Common Units, (iii) GTCR
Co-Invest hereby transfers and assigns to the Transferee 29.74 Class B Preferred
Units and 9,315.38 Common Units and (iv) Snowlake hereby transfers and assigns
to the Transferee 441.30 Class B Preferred Units and 138,237.47 Common Units.
(b) As a result of the transfer and assignment contemplated by
this SECTION 1, the Transferee shall be a Securityholder for all purposes under
the Securityholders Agreement and the Registration Agreement and succeed to all
of the rights and be subject to all of the obligations of the Transferors with
respect to the Units for all purposes under the Securityholders Agreement and
Registration Agreement.
(c) Upon the effectiveness of the transfer contemplated hereby,
the Transferee accepts the transfer and assignment to it of the Units and agrees
to be subject to all of the rights and obligations and to be bound by all of the
terms and conditions of the Securityholders Agreement with respect to the Units
in the place of the Transferors as if the Transferee had been party thereto
originally with respect to the Units.
2. DELIVERIES. On the date hereof, and as a condition to the
Transferors' agreement to the terms of the transfer contemplated by this
Agreement, the Transferee shall complete, execute and deliver to the Company and
the Securityholders counterparts of the LLC Agreement, the Securityholders
Agreement and the Registration Agreement.
3. REPRESENTATIONS AND WARRANTIES OF THE TRANSFERORS. Each Transferor
represents and warrants to the Transferee and to the Company, as of the date of
this Agreement, as follows:
(a) Such Transferor has full legal capacity, power and
authority to execute and deliver this Agreement and to perform its obligations
hereunder, and this Agreement has been duly executed and delivered by such
Transferor.
(b) The execution and delivery of this Agreement, the
consummation of the transactions contemplated hereby and the performance of such
Transferor's obligations hereunder will not conflict with, or result in any
violation of or default under, any provision of any governing instrument
applicable to such Transferor, any agreement or other instrument to which such
Transferor is party or by which such Transferor or any of its properties are
bound, or any
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judgment, decree, order, statute, rule or regulation applicable to such
Transferor or the Transferor's business or properties.
(c) Upon the consummation of the transactions contemplated
hereby, the Transferee will receive good and valid title to the Units
transferred by such Transferor, free and clear of any lien, liability or
encumbrance, and, subject to the terms of the Securityholders Agreement, the
Transferee will be entitled to exercise all rights and receive all benefits to
which such Transferor has heretofore been entitled as Securityholder of the
Company with the respect to the Units.
4. REPRESENTATIONS AND WARRANTIES OF THE TRANSFEREE. The Transferee
hereby represents and warrants to the Transferors and to the Company as of the
date of this Agreement, as follows:
(a) It is acquiring the Units for its own account with the
present intention of holding such securities for purposes of
investment, and that it has no intention of selling such securities in
a public distribution in violation of the federal securities laws or
any applicable state securities laws;
(b) It is an "accredited investor" and a sophisticated investor
for purposes of applicable U.S. federal and state securities laws and
regulations;
(c) This Agreement constitutes the legal, valid and binding
obligation of the Transferee, enforceable against it in accordance
with its terms;
(d) The execution, delivery and performance of this Agreement
by the Transferee does not and will not conflict with, violate or
cause a breach of any agreement, contract or instrument to which it is
subject;
(e) It has had an opportunity to ask questions and receive
answers concerning the terms and conditions of the Units and has had
full access to such other information concerning the Company as the
Transferee has requested; and
(f) There are no claims for brokerage commissions, finders,
fees or similar compensation in connection with the transactions
contemplated by this Agreement based on any arrangement or agreement
binding upon the Transferee.
5. RELIANCE. Each of the Transferors and the Transferee agree and
acknowledge that the Company may rely upon the representations and warranties
set forth herein. Furthermore, each of the GTCR Transferors and the Transferee
jointly (but not severally) represent and warrant to Snowlake and the Company
that the Transferee is an Affiliate of the GTCR Transferors.
6. ADDITIONAL AGREEMENTS. Each of the parties hereto agrees to perform
all such other acts and things and to execute and deliver such other
instruments, documents and notices as may be necessary or advisable to evidence
the transfer of the Units from the Transferors to the Transferee.
7. MISCELLANEOUS.
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(a) This Agreement shall be governed by the internal laws (and
not the law of conflicts) of the State of Delaware.
(b) No amendment or waiver of this Agreement shall be effective
without the prior written consent of the party against whom such amendment or
waiver is sought to be enforced.
(c) This Agreement may be executed in one or more counterparts,
each of which is deemed to be an original and all of which taken together
constitute one and the same agreement.
(d) This Agreement and each provision hereof will inure to the
benefit of and be enforceable by the parties hereto and their respective
successors and assigns.
(e) The Company hereby waives the delivery of notice of the
transfer of the Units required by SECTION 3(c) of the Securityholders Agreement.
* * * * * *
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IN WITNESS WHEREOF, the undersigned have executed this Agreement
as of the date first written above.
TRANSFERORS:
GTCR FUND VII, L.P.
By: GTCR Partners VII, L.P.
Its: General Partner
By: GTCR Xxxxxx Xxxxxx, L.L.C.
Its: General Partner
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Its: Principal
GTCR FUND VII, L.P./A
By: GTCR Partners VII, L.P.
Its: General Partner
By: GTCR Xxxxxx Xxxxxx, L.L.C.
Its: General Partner
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Its: Principal
GTCR CO-INVEST, L.P.
By: GTCR Xxxxxx Xxxxxx, L.L.C.
Its: General Partner
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Its: Principal
SNOWLAKE INVESTMENT PTE LTD
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Director
SIGNATURE PAGE 2 OF 2 TO TRANSFER AGREEMENT
TRANSFEREE:
GTCR CAPITAL PARTNERS, L.P.
By: GTCR Mezzanine Partners, L.P.
Its: General Partner
By: GTCR Partners VI, L.P
Its: General Partner
By: GTCR Xxxxxx Xxxxxx, L.L.C.
Its: General Partner
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Its: Principal
AGREED AND ACCEPTED:
TSI TELECOMMUNICATION HOLDINGS, LLC
By: /s/ G. Xxxxxx Xxxxx
Name: G. Xxxxxx Xxxxx
Its: Chief Executive Officer
SIGNATURE PAGE 2 OF 2 TO TRANSFER AGREEMENT
