Exhibit 10.2
FORM OF TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (this "Agreement"), dated as of this 5th day of
October, 1999, is executed by American Cellular Corporation, a Delaware
corporation (the "Company"), and the stockholders of the Company signatory
hereto.
WHEREAS, all of the parties hereto are also party to (i) the Stockholders
Agreement, dated as of March 5, 1998, as amended, supplemented or modified from
time to time (the "Stockholders Agreement"), (ii) the Stock Purchase Agreement,
dated as of March 5, 1998, as amended, supplemented or modified from time to
time (the "Stock Purchase Agreement") and (iii) the Registration Rights
Agreement dated as of March 5, 1998, as amended, supplemented or modified from
time to time (the "Registration Rights Agreement"); and
WHEREAS, as a condition to its willingness to enter into the Agreement and
Plan of Merger, dated as of October 5, 1999 (the "Merger Agreement"), by and
among ACC Acquisition LLC, a Delaware limited liability company, ACC Acquisition
Co., a Delaware corporation, and the Company, ACC Acquisition LLC has required
that the parties hereto waive and terminate certain provisions of the
Stockholders Agreement, the Stock Purchase Agreement and the Registration Rights
Agreement.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration given to each party hereto, the receipt of which is
hereby acknowledged, the parties agree as follows:
1. Termination
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(a) Stockholders Agreement. Each of the parties to the Stockholders
----------------------
Agreement waive all of their rights under the Stockholders Agreement which are
necessary to be waived for each of the stockholders to enter into and fulfill
its obligations under the Stockholder Voting Agreement, dated October 5, 1999,
by and among the parties thereto. Effective upon the Effective Time of the
Merger (as defined in the Merger Agreement), each and every provision of the
Stockholders Agreement shall be terminated in full and from and after such date
the Stockholders Agreement shall be void and of no further force and effect, and
the rights and obligations of the parties thereunder shall terminate, except
that Section 7.11 of the Stockholders Agreement relating to attorney's fees
involving a dispute between any of the parties (other than the Company) thereto
shall survive.
(b) Stock Purchase Agreement. Effective upon the Effective Time of
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the Merger, each and every provision of the Stock Purchase Agreement shall be
terminated in full and from and after such date the Stock Purchase Agreement
shall be void and of no further force and effect, and the rights and obligations
of the parties thereunder shall terminate, except that Section 5.13 of the Stock
Purchase Agreement relating to attorney's fees involving a dispute between any
of the parties (other than the Company) thereto shall survive.
(c) Registration Rights Agreement. Effective upon the Effective Time
-----------------------------
of the Merger, each and every provision of the Stockholders Agreement shall be
terminated in full and from and after such date the Registration Rights
Agreement shall be void and of no further force and effect, and the rights and
obligations of the parties thereunder shall terminate, except that Section 10(j)
of the Registration Rights Agreement relating to attorney's fees involving a
dispute between any of the parties (other than the Company) thereto shall
survive.
(d) Notwithstanding the foregoing, nothing in this Agreement shall be
construed or deemed to be a waiver of any right to indemnity that any
stockholder or director was granted pursuant to the terms of the certificate of
incorporation, certificate of designation and by-laws of American Cellular
Corporation.
2. Waiver. Each of the parties to the Stockholders Agreement
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acknowledges that, by executing this Agreement, such party shall be deemed, to
the extent applicable, to have both given to, and received from, all other
parties to the Stockholders Agreement the Drag-Along Notice referenced (and
defined) in Section 3.2 of the Stockholders Agreement in connection with the
Merger. Solely for purposes of and in connection with the Merger, each party to
the Stockholders Agreement hereby waives any and all rights such party may have
pursuant to Section 3.2 of the Stockholders Agreement, to the extent applicable,
by virtue of (a) the delivery or receipt of the Drag-Alones Notice with respect
to the Merger more than 90 days prior to the intended date of the closing of the
Merger or (b) the closing of the Merger occurring greater than 270 calendar days
(but not more than 12 months) after the delivery and receipt of such Drag-Along
Notice.
3. Governing Law. This Agreement shall be governed by and construed
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both as to validity and performance and enforced in accordance with the laws of
the state of New York without giving effect to the choice of law principles
thereof.
4. Counterparts. This Agreement may be executed in any number of
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counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
5. Amendments. This Agreement may not be modified, amended, altered
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or supplemented, except upon the execution and delivery of a written agreement
executed by the parties hereto.
[SIGNATURE PAGES FOLLOW]
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first written above.
AMERICAN CELLULAR CORPORATION,
a Delaware corporation
By:________________________________
Name:______________________________
Title:_____________________________
[SIGNATURE PAGE TO TERMINATION AGREEMENT]
SPECTRUM EQUITY INVESTORS II, L.P.
By: SPECTRUM EQUITY ASSOCIATES II, L.P.
its Managing General Partner
By:___________________________
Name:_________________________
Title:________________________
PROVIDENCE EQUITY PARTNERS L.P.
By: PROVIDENCE EQUITY PARTNERS, L.L.C.,
its general partner
By:___________________________
Name:_________________________
Title:________________________
TANDEM WIRELESS INVESTMENTS
By: TANDEM WIRELESS CAPITAL, L.L.C.
By:___________________________
Name:_________________________
Title:________________________
21st CENTURY COMMUNICATIONS PARTNERS, L.P.
By: Sandler Investment Partners, L.P.
General Partner
By: Sandler Capital Management
General Partner
By: MJDM CORP., a General Partner
By:___________________________
Name:_________________________
Title:________________________
[SIGNATURE PAGE TO TERMINATION AGREEMENT]
21st CENTURY COMMUNICATIONS T-E, L.P.
By: Sandler Investment Partners, L.P.
General Partner
By: Sandler Capital Management
General Partner
By: MJDM CORP., a General Partner
By:___________________________
Name:_________________________
Title:________________________
21st CENTURY COMMUNICATIONS FOREIGN PARTNERS, L.P.
By: Sandler Investment Partners, L.P.
General Partner
By: Sandler Capital Management
General Partner
By: MJDM CORP., a General Partner
By:___________________________
Name:_________________________
Title:________________________
SANDLER CAPITAL PARTNERS IV, L.P.
By: Sandler Investment Partners, L.P.
General Partner
By: Sandler Capital Management
General Partner
By: MJDM CORP., a General Partner
By:___________________________
Name:_________________________
Title:________________________
[SIGNATURE PAGE TO TERMINATION AGREEMENT]
SANDLER CAPITAL PARTNERS IV, FTE, L.P.
By: Sandler Investment Partners, L.P.
General Partner
By: Sandler Capital Management
General Partner
By: MJDM CORP., a General Partner
By:___________________________
Name:_________________________
Title:________________________
TRIUMPH PARTNERS III, L.P.
By: Triumph III Advisors, L.P.
General Partner
By: Triumph III Advisors, Inc.
General Partner
By:___________________________
Name:_________________________
Title:________________________
TRIUMPH III INVESTORS, L.P.
By: Triumph III Advisors, Inc.
General Partner
By:___________________________
Name:_________________________
Title:________________________
FIRST UNION CAPITAL PARTNERS, INC.
By:___________________________
Name:_________________________
Title:________________________
[SIGNATURE PAGE TO TERMINATION AGREEMENT]
TORONTO DOMINION INVESTMENTS, INC.
By:___________________________
Name:_________________________
Title:________________________
XXXXXXX XXXXX KECALP, L.P. 1997
By:___________________________
Name:_________________________
Title:________________________
XXXXXXX XXXXX KECALP INTERNATIONAL, L.P. 1997
By:___________________________
Name:_________________________
Title:________________________
XXXXXXX XXXXX KECALP, L.P. 1999
By:___________________________
Name:_________________________
Title:________________________
ML IBK POSITIONS, INC.
By:___________________________
Name:_________________________
Title:________________________
[SIGNATURE PAGE TO TERMINATION AGREEMENT]
KECALP, INC. (acting as nominee for Xxxxxxx Xxxxx KECALP International L.P.
1999)
By:___________________________
Name:_________________________
Title:________________________
HARBOURVEST PARTNERS V
By: HVP V - Direct Associates LLC
a Delaware limited partnership
By: HARBOURVEST PARTNERS, LLC
a Delaware limited partnership
By:___________________________
Name:_________________________
Title:________________________
INFORMATION ASSOCIATES, L.P.
By: TRIDENT CAPITAL MANAGEMENT, L.L.C.
its general partner
By:___________________________
Name:_________________________
Title:________________________
INFORMATION ASSOCIATES-II, L.P.
By:___________________________
Name:_________________________
Title:________________________
IA-II AFFILIATES FUND, L.L.C.
By:___________________________
Name:_________________________
Title:________________________
[SIGNATURE PAGE TO TERMINATION AGREEMENT]
INFORMATION ASSOCIATES, C.V.
By: TRIDENT CAPITAL MANAGEMENT, L.L.C.
its investment general partner
By:___________________________
Name:_________________________
Title:________________________
XXXXX FAMILY TRUST dated 1/6/89
By:___________________________
Name:_________________________
Title:________________________
LION INVESTMENTS LIMITED
By:___________________________
Name:_________________________
Title:________________________
WESTPOOL INVESTMENTS TRUST
By:___________________________
Name:_________________________
Title:________________________
SGC PARTNERS II, LLC
By:___________________________
Name:_________________________
Title:________________________
[SIGNATURE PAGE TO TERMINATION AGREEMENT]
GENERATION CAPITAL PARTNERS, L.P.
By: GENERATION PARTNERS, L.P.,
its General Partner
By: Generation Capital Company LLC,
its General Partner
By:________________________
Name: _____________________
Title: ____________________
TRIDENT CAPITAL PARTNERS ACC FACILITATION COMPANY LLC
By:___________________________
Name:_________________________
Title:________________________
STATE BOARD OF ADMINISTRATION OF FLORIDA
By: GENERATION PARTNERS, L.P.,
its General Partner
By: Generation Capital Company LLC,
its General Partner
By:________________________
Name:______________________
Title:_____________________
GENERATION PARALLEL MANAGEMENT PARTNERS, L.P.
By: GENERATION PARTNERS, L.P.,
its General Partner
By: Generation Capital Company LLC,
its General Partner
By:_______________________________
Name:_____________________________
Title:____________________________
[SIGNATURE PAGE TO TERMINATION AGREEMENT]
PILOT HOLDINGS L.P.
By:___________________________
Name:_________________________
Title:________________________
AMERICAN HOME ASSURANCE CORPORATION
By:___________________________
Name:_________________________
Title:________________________
By: ___________________________
XXXX XXXXX
By: ___________________________
XXXXX XxXXXXXX
By: ___________________________
XXXXXX X. XXXXXX
By: ___________________________
XXXXX X. XXXXXX
By: ___________________________
XXXXXXXXX X. XXXXXXXXX
By: ___________________________
XXXXXXX X. XXXXXX
[SIGNATURE PAGE TO TERMINATION AGREEMENT]
By: ___________________________
XXXXX XXXXXXX
By: ___________________________
XXXXX X. XXXXXXXX
[SIGNATURE PAGE TO TERMINATION AGREEMENT]
By: ___________________________
XXXXXXXX FAMILY TRUST
[SIGNATURE PAGE TO TERMINATION AGREEMENT]
