Bal/Xxxxxx L.L.C.
00 Xxxxxxxxx Xxxx
Xxxxxx, XX 00000
March 25, 1997
Xxxxx PCS Corporation G
0 Xxxxx Xxxxx Xxxxx
Xxxxxxxxx, XX 00000
Gentlemen:
This will confirm the agreement between Bal/Rivgam L.L.C.
("Bal/Rivgam") and Xxxxx PCS Corporation G ("LPCG") with respect
to Bal/Xxxxxx's participation in the Federal Communications
Commission ("FCC")'s auctions for licenses for wireless personal
communications services ("WCS").
1. LPCG Services. LPCG will provide certain services as
follows:
(i) LPCG will be responsible for submitting bids in the WCS
auctions on behalf of Bal/Rivgam, subject to the control and as
authorized by Bal/Rivgam;
(ii) LPCG will be responsible, in consultation with
Xxx/Rivgam, for recommending certain strategies for any WCS
licenses won; and
(iii)LPCG will provide such other ancillary services as agreed
to between LPCG and Bal/Rivgam.
2. Compensation. In return for LPCG's providing such services,
Bal/Rivgam will
(a) reimburse LPCG for all out-of-pocket expenses incurred
by LPCG in connection with providing such services provided
Bal/Rivgam is the winning bidder on any WCS Licenses; and
(b) pay LPCG 5% of the Net Profits of Bal/Rivgam from time
to time as and when realized.
With respect to any capital contributions by Rivgam Communicators,
L.L.C., ("Rivgam") or Xxxxx Xxxxxxxx ("Xxxxxxxx"), or any Affiliate
of Rivgam or Balitsos, to Bal/Rivgam up to an aggregate maximum of
25% of the cost (net of any bidding credits) of WCS Licenses won
by Bal/Rivgam in the WCS auctions (the "Equity Investment"), there
shall be deemed to be, for purposes of computing Net Profits, an
interest expense equal to 20% plus the higher of the prime rate (as
set forth in the Wall Street Journal) or 7% (reset annually on each
April 4), compounded annually. Interest, commitment fees and other
payments on loans by Xxxxxx to Bal/Rivgam (the "Rivgam Loan")
pursuant to the Loan Agreement (the "Rivgam Loan Agreement") dated
as of April 4, 1997, shall be deemed to be costs at the rates
stated therein in computing Net Profits, but the special fee (the
"Special Fee") provided for in Section 2.01(e) of the Rivgam Loan
Agreement shall not be deemed to be a cost for purposes of
computing Net Profits. Net Profits shall mean and shall be deemed
to be realized at the time of (i) any profits received by
Bal/Rivgam from the sale, directly or indirectly, of all or a
substantial portion of the assets of Bal/Rivgam (assuming the
payment of the principal and deemed interest expense on the Equity
Investment), (ii) any payments or distributions by Bal/Rivgam,
including loans, to the members of Bal/Rivgam or their Affiliates
(other than payments of principal and deemed interest expense on
the Equity Investment, payments (other than the Special Payment)
pursuant to the Rivgam Loan Agreement and payments pursuant to the
Expenses Agreement referred to in the Rivgam Loan Agreement), (iii)
the proceeds from any sale, directly or indirectly, including a
merger or similar transaction, by any members of Bal/Rivgam of any
of their interest in Bal/Rivgam and/or (iv) the proceeds from any
sale or transfer of any interest in any member of Bal/Rivgam,
whether by an existing shareholder or an Affiliate, to a person
that is not an Affiliate of Bal/Rivgam. The term "Affiliate" shall
have the meaning in Rule 12b-2 under the Securities Exchange Act
of 1934, as amended. Any recipient of any distributions or
proceeds from sale shall be responsible, in addition to Bal/Rivgam,
for the payment of any amounts due under clause (b) above.
3. Other.
(a) The agreement shall be binding on any successors to LPCG,
Xxx/Xxxxxx and any members of Bal/Rivgam.
(b) Bal/Rivgam shall not conduct any business other than WCS.
(c) This Agreement shall be construed in accordance with the
internal law of the State of Connecticut (without reference to
choice of law provisions).
(d) Any dispute hereunder shall be subject to arbitration in
New York City or Stamford, Connecticut, in accordance with the
rules of the American Arbitration Association.
IN WITNESS WHEREOF, the parties have duly executed and
delivered this Letter Agreement as of July 31, 1996.
XXXXX PCS CORPORATION G BAL/RIVGAM L.L.C.
By:
Xxxxxx X. Xxxxx Xxxxx Xxxxxxxx
President Managing Director
AGREED TO: RIVGAM COMMUNICATORS, INC.
A member of Bal/Rivgam
By:
Xxxxx Xxxxxxxx
A member of Bal/Rivgam
