EXHIBIT 10.29
SECOND AMENDMENT TO SHAREHOLDERS AGREEMENT
This Second Amendment to Shareholders Agreement ("Second Amendment") is
entered into as of May 16, 2000 among US Unwired Inc., a Louisiana corporation
(the "Company"); The 1818 Fund III, L.P., a Delaware limited partnership (the
"Fund"); TCW/Crescent Mezzanine Partners II, L.P., TCW/Crescent Mezzanine Trust
II, TCW Shared Opportunity Fund II, L.P., TCW Shared Opportunity Fund IIB, LLC,
TCW Shared Opportunity Fund III, L.P., TCW Leveraged Income Trust II, L.P., TCW
Leveraged Income Trust, L.P., each of which is a Delaware entity, and Xxxxx
University Third Century Fund (collectively, the "TCW Entities"); and the
shareholders of the Company listed on the signature pages hereto.
RECITALS
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A. The Company, the Fund and the shareholders of the Company listed on
the signature pages hereto entered into that certain Shareholders
Agreement (the "Shareholders Agreement") dated as of October 29, 1999.
B. The parties to the Shareholders Agreement and the TCW Entities entered
into that certain First Amendment to Shareholders Agreement ("First
Amendment") dated as of February 15, 2000.
C. The Company has filed a Registration Statement on Form S-1, No.
333-33964 (the "Registration Statement"), with the Securities and
Exchange Commission ("SEC") relating to an initial public offering of
the Class A Common Stock, par value $.01 per share, of the Company
(the "IPO").
D. The parties to the Shareholders Agreement desire to amend the
Shareholders Agreement, as previously amended by the First Amendment
(as so amended, the "Amended Shareholders Agreement"), effective at
the time the SEC declares the Registration Statement to be effective
(the "Effective Time"), to delete from the Shareholders Agreement the
provisions of Sections 3.1, 3.2 and 3.3, and to amend the provisions
of Section 3.4.
NOW, THEREFORE, in consideration of the mutual promises and agreements set
forth herein, the parties hereto agree as follows:
1. At the Effective Time, Sections 3.1, 3.2 and 3.3 of the Shareholders
Agreement shall be deleted in their entirety from the Shareholders Agreement and
Section 3.4 of the Shareholders Agreement shall be amended to read in its
entirety as follows:
"3.4 Company Actions. So long as the Purchaser and its
Affiliates hold, in the aggregate, at least 50% of the shares of
Common Stock issued or issuable upon conversion of the Preferred Stock
(whether or not the shares of Preferred Stock have been converted),
Purchaser may designate two (2) individuals (each a "Purchaser Company
Director" and together, the "Purchaser Company Directors") to be
nominated for election (or reelection as the case may be) as directors
of the Company. So long as the Purchaser and its Affiliates hold, in
the aggregate, at least 25% of the shares of Common Stock issued or
issuable upon conversion of the Preferred Stock (whether or not the
shares of Preferred Stock have been converted), Purchaser may
designate one (1) Purchaser Company Director. The Company shall cause
any Purchaser Company Director to be included in the slate of nominees
recommended by the Board to the Company's shareholders for election as
directors, and the Company shall use its best efforts to cause the
election of such nominee, including voting all shares for which the
Company holds proxies (unless otherwise directed by the shareholder
submitting such proxy) or is otherwise entitled to vote, in favor of
the election of such person. If, at any time when Purchaser has the
ownership required to designate a Purchaser Company Director, a
vacancy is created on the Board by reason of incapacity, death,
removal or resignation of such Purchaser Company Director, the Company
shall take all action necessary to cause the election of the
individual designated by the Purchaser to fill such vacancy."
If the Effective Time has not occurred on or before June 30, 2000, or if the
Effective Time has by then occurred but the closing of the IPO has not occurred
by June 30, 2000, then in either of those events this Second Amendment shall be
null and void.
2. Except as expressly amended by this Second Amendment, the terms and
provisions of the Amended Shareholders Agreement shall continue in full force
and effect.
3. This Second Amendment may be executed in counterparts.
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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
be executed and delivered individually or by the respective officers or partners
hereunto duly authorized as of the date above written.
US UNWIRED INC.
By /s/ Authorized Officer
-------------------------------------
Name:
--------------------------
Title:
-------------------------
THE 1818 FUND III, L.P.
By: Xxxxx Brothers Xxxxxxxx & Co.,
its general partner
By: /s/ Xxxxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxxxx X. Xxxxxx, Partner
Title: Xxxxx Brothers Xxxxxxxx & Co.
-------------------------
/s/ Xxxxxxx X. Xxxxxxx, Xx.
---------------------------------------
Xxxxxxx X. Xxxxxxx, Xx.
/s/ Xxxxxxx X. Xxxxxxx, Xx.
---------------------------------------
Xxxxxxx X. Xxxxxxx, Xx.
/s/ Xxxx X. Xxxxxxx
---------------------------------------
Xxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxxxxx
---------------------------------------
Xxxxxx X. Xxxxxxx
3
TCW Leveraged Income Trust, L.P.
By: TCW Investment Management Company, as Investment Advisor
By: /s/ Xxxx-Xxxx Xxxxxx
-----------------------------------------------------------
Name: Xxxx-Xxxx Xxxxxx
Title: Managing Director
By: TCW Advisors (Bermuda), Ltd., as general partner
By: /s/ Xxxx X. Xxxxxxxxx
-----------------------------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Group Managing Director
4
TCW Leveraged Income Trust II, L.P.
By: TCW Investment Management Company, as Investment Advisor
By: /s/ Xxxx-Xxxx Xxxxxx
---------------------------------------------------------------
Name: Xxxx-Xxxx Xxxxxx
Title: Managing Director
By: TCW (XXXX XX), L.P., as general partner
By: TCW Advisors (Bermuda), Ltd., as its general partner
By: /s/ Xxxx X. Xxxxxxxxx
---------------------------------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Group Managing Director
5
TCW Shared Opportunity Fund III, L.P.
By: TCW Asset Management Company,
its Investment Advisor
By: /s/ Xxxx X. Xxxxxxxxx
---------------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Group Managing Director
By: /s/ Xxxx-Xxxx Xxxxxx
---------------------------------------------
Name: Xxxx-Xxxx Xxxxxx
Title: Managing Director
6
Shared Opportunity Fund IIB, LLC
By: TCW Asset Management Company,
its Investment Advisor
By: /s/ Xxxx X. Xxxxxxxxx
-------------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Group Managing Director
By: /s/ Xxxx-Xxxx Xxxxxx
-------------------------------------------
Name: Xxxx-Xxxx Xxxxxx
Title: Managing Director
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TCW Shared Opportunity Fund II, L.P.
By: TCW Investment Management Company,
its Investment Advisor
By: /s/ Xxxx X. Xxxxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Group Managing Director
By: /s/ Xxxx-Xxxx Xxxxxx
-------------------------------------
Name: Xxxx-Xxxx Xxxxxx
Title: Managing Director
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TCW/Crescent Mezzanine Partners II, L.P.
TCW/Crescent Mezzanine Trust II
By: TCW/Crescent Mezzanine II, L.P.
its general partner or managing owner
By: TCW/Crescent Mezzanine, L.L.C.
its general partner
By: /s/ Xxxx-Xxxx Xxxxxx
------------------------------------------
Name: Xxxx-Xxxx Xxxxxx
Title: President
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XXXXX UNIVERSITY THIRD CENTURY FUND
By: /s/ Xxxx X. Xxxxxxxxx
------------------------------------------
Name: Xxxx Xxxxxxxxx,
its Investment Advisor
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