EXHIBIT 10.1.4
Third Amendment
to Stockholders' Agreement
--------------------------
This Third Amendment to Stockholders' Agreement (the "Amendment") is
entered into by and among AT&T Wireless PCS LLC, the Cash Equity Investors and
Management Shareholders named therein and Tritel, Inc. ("Tritel").
WHEREAS, AT&T Wireless PCS LLC, the Cash Equity Investors, the Management
Shareholders and Tritel entered into that certain Stockholders' Agreement dated
as of January 7, 1999, and as amended as of August 27, 1999 and September 1,
1999 (the "Agreement"); and
WHEREAS, the Board of Directors of Tritel has determined that it is in the
best interests of Tritel to commence an initial public offering of Tritel's
Class A Common Stock (the "IPO"); and
WHEREAS, to facilitate the IPO, Tritel and the Stockholders agree that
certain provisions of the Agreement should be amended;
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned parties agree as follows (capitalized terms used
herein have the same meaning, as defined in the Agreement, unless otherwise
specified herein):
1. Construction. For the avoidance of ambiguity, the parties hereby
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agree that the piggy back registration rights under Section 5(b)(i) of the
Agreement are subject to the transfer restrictions of Section 4.1(c) of the
Agreement.
2. Ratification. The Agreement as amended hereby is ratified and
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affirmed, and except as expressly amended hereby, all other terms and provisions
of the Agreement remain unchanged and continue in full force and effect. The
terms of this Amendment shall supersede any conflicting terms of the Agreement.
3. Entire Agreement. The Agreement, as amended by this Amendment,
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constitutes the entire agreement and understanding between the parties hereto
regarding the subject matter addressed therein.
4. Execution. This Amendment may be executed in multiple counterparts,
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each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. The parties hereto agree to accept
facsimile signatures as an original signature.
EXECUTED as of the 17th day of November, 1999.
AT&T Wireless PCS, LLC
By:____________________
Name:__________________
Title:_________________
TWR Cellular, Inc.
By:____________________
Name:__________________
Title:_________________
Tritel, Inc.
By:____________________
Name:__________________
Title:_________________
Cash Equity Investors:
Toronto Dominion Investments, Inc.
By:____________________
Name:
Title:
General Electric Capital Corporation
By:____________________
Name:__________________
Title:_________________
Washington National Insurance Company
By:_____________________
Name:
Title:
United Presidential Life Insurance Company
By:_____________________
Name:
Title:
Dresdner Kleinwort Xxxxxx Private Equity Partners LP
By: Dresdner Kleinwort Xxxxxx Private Equity
Managers LLC, as its general partner
By:_____________________
Name: Xxxxxxxxx X. Xxxxxxx
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:_____________________
Name: Xxxxx Xxxxxxxx
Title: Manager
3
FCA Venture Partners II, L.P.
By: Clayton-DC Venture Capital Group, LLC, its
general partner
By:_____________________
Name: D. Xxxxxx Xxxxxx, III
Title: Manager
Xxxxxxx Associates, LLC
By:__________________________
Its managing Member
Airwave Communications, LLC
By:__________________________
Name:________________________
Title:_______________________
The Manufacturers' Life Insurance Company (U.S.A.)
By:__________________________
Name:________________________
Title:_______________________
By:__________________________
Name:________________________
Title:_______________________
Trillium PCS, LLC
By:__________________________
Name:________________________
Title:_______________________
4
Management Stockholders:
_____________________________
Xxxxxxx X. Xxxxxxx, XX
_____________________________
X.X. Xxxxxx, Xx.
_____________________________
Xxxxxxx X. Xxxxxx
5
Conseco Life Insurance Company
By:__________________________
Name:________________________
Title:_______________________
0
Xxxxxxxx Xxxx Xxxxxx Life Insurance Company
By:__________________________
Name:________________________
Title:_______________________
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