AMENDMENT NO. 1 TO
INVESTORS STOCKHOLDERS AGREEMENT
AMENDMENT NO. 1 TO INVESTORS STOCKHOLDERS AGREEMENT, dated
as of October 27, 1999 (this Amendment) to that certain Investors
Stockholders Agreement dated as of February 4, 1998 (the
Investors Stockholders Agreement), by and among CB CAPITAL
INVESTORS, L.P., together with its Affiliated Successors (Chase),
X.X. XXXXXX INVESTMENT CORPORATION and SIXTY WALL STREET SBIC
FUND, L.P. together with their Affiliated Successors (X.X.
Xxxxxx), PRIVATE EQUITY INVESTORS III, L.P., EQUITY-LINKED
INVESTORS-II, TORONTO DOMINION CAPITAL (USA), INC., DAG-TRITON
PCS, L.P., FIRST UNION CAPITAL PARTNERS, INC. and the investors
listed on Schedule I to the Investors Stockholders Agreement
(collectively, the Cash Equity Investors), Xxxxxxx X. Xxxxxxxx,
Xxxxxx X. Xxxxxxx and Xxxxx X. Xxxxx (the Management
Stockholders).
WHEREAS, in connection with the initial public offering of
the Class A Common Stock of Triton PCS Holdings, Inc. (Triton),
the Stockholders desire to amend the Investors Stockholders
Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual promises,
covenants and agreements hereinafter set forth, and other good
and valuable consideration, the value and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. Defined Terms. Capitalized terms used herein, except
as otherwise defined herein, shall have the meanings given to
such terms in the Investors Stockholders Agreement.
2. Amendments. The following amendments are hereby made
to the Investors Stockholders Agreement:
(a) Section 2.1 is amended in its entirety to read as
follows:
2.1 Board of Directors. (a) Each of the Cash
Equity Investors hereby agrees, so long as such
Stockholder continues to hold any shares of Class C
Preferred Stock or Common Stock, in exercising its
rights under Section 3 of the Company Stockholder
Agreement, that it will vote or cause to be voted all
of the shares of its Class C Preferred Stock or Common
Stock owned or held of record by it (whether now owned
or hereafter acquired), in person or by proxy, to cause
the selection of directors, the election of directors
and thereafter the continuation in office of the
following persons as members of the Board of Directors
as follows:
(i) one (1) individual (the Chase Director)
selected by Chase, in its sole discretion, to be
nominated pursuant to Section 3.1(a) of the
Company Stockholder Agreement; and
(ii) one (1) individual (who shall not be an
Affiliate of Chase) (the Other Cash Equity
Director) selected by holders of at least 66_% of
the Common Stock Beneficially Owned by all of the
other Cash Equity Investors (the Other Cash Equity
Investors), to be nominated pursuant to Section
3.1(a) of the Company Stockholder Agreement.
(b) Any nomination or designation of directors
and the acceptance thereof pursuant to this Section 2.1
shall be evidenced in writing.
(c) The rights set forth in clauses (a)(i) above
with respect to Chase shall terminate if Chase owns
less than 25% of the shares of Common Stock
Beneficially Owned by Chase on February 4, 1998. Upon
any termination of the rights set forth in clause
(a)(i), such right(s) shall be exercisable in
accordance with the Company Stockholder Agreement by
the holders of a Majority in Interest of the Common
Stock held by the Cash Equity Investors.
(d) If the right of the Cash Equity Investors to
nominate directors under the Company Stockholder
Agreement is reduced to the right to nominate one
director pursuant to Section 12.3(c) therein, such
right shall be exercisable by either (i) Chase, or
(ii) by the Other Cash Equity Investors, whichever
Person (or group in the case of clause (ii)) holds a
greater percentage of shares of Common Stock
Beneficially Owned by the Cash Equity Investors at the
time of the nomination right of the director.
(b) Section 2.4 is amended in its entirety to read as
follows:
2.4 Board Committees. If the Cash Equity
Investors have the right to appoint a member of a
committee of the Board of Directors pursuant to the
Company Stockholder Agreement, and if the Cash Equity
Investors have the right to nominate two of the
Companys directors, such member shall be the director
mutually selected by the Chase director and the Other
Cash Equity Director.
(c) A new Section 2.5 is hereby added to the Investors
Stockholders Agreement and shall read in its entirety as
follows:
2.5 X.X. Xxxxxx. All references to, and
calculations with respect to Common Stock Beneficially
Owned by, the Cash Equity Investors in Sections 2.1
through 2.5 shall refer to all Cash Equity Investors
other than X.X. Xxxxxx.
(d) Section 3.4(a) is amended in its entirety to read as
follows:
3.4 Drag-Along Rights. If at any time a group of
Cash Equity Investors, which group shall include (i) in
the event of a Full Company Stock Sale, holders of 66
2/3% or more of the Common Stock Beneficially Owned by
the Cash Equity Investors (other than any Cash Equity
Investor that has failed to satisfy its Unfunded
Commitment which shall remain uncured at the time of
such proposed sale), or (ii) in the event of a Partial
Company Stock Sale, holders of 75% or more of the
Common Stock Beneficially Owned by the Cash Equity
Investors at the time of the proposed sale (other than
any Cash Equity Investor that has failed to satisfy its
Unfunded Commitment which shall remain uncured at the
time of such proposed sale) (each member of such group,
a Selling Investor), proposes in a single transaction
or series of transactions a Full Company Stock Sale or
a Partial Company Stock Sale involving a bona fide arms
length transaction in which the same price per share
shall be payable in respect of all shares of any class
of the Common Stock Beneficially Owned, then, upon the
written request of such Selling Investors, each other
Cash Equity Investor shall be obligated to, and shall,
if so requested by such third party (a) sell, transfer
and deliver or cause to be sold, transferred and
delivered to such third party, up to all shares of
Common Stock Beneficially Owned by them at the same
price per share (irrespective of class) and on the same
terms as are applicable to the Selling Investors, and
(b) if approval of the transaction is required of the
stockholders of the Company, vote his, her or its
shares of Common Stock in favor thereof and, in the
event such sale or transfer is in connection with a
merger or consolidation, each Cash Equity Investor
shall waive any dissenters rights, appraisal rights or
similar rights in connection with such merger or
consolidation. For the purpose of this Section 3.4, (i)
a Full Company Stock Sale shall mean the Transfer of
all of the then outstanding Company Stock (which
Transfer may exclude any Company Stock Beneficially
Owned by AT&T PCS), and (ii) a Partial Company Stock
Sale shall mean any Transfer of Company Stock other
than a Full Company Stock Sale.
(e) Section 4(b) is amended by adding the following proviso
to the end thereof:
provided that X.X. Xxxxxx shall be required, as a
condition to its exercise of the option to pay any
Default Amount, to convert the shares of Class A Common
Stock that it Beneficially Owns into shares of Class B
Common Stock.
(f) Schedule II is amended in its entirety to read as set
forth on Attachment A hereto.
(g) Schedule III is deleted in its entirety.
3. No Implied Amendments. Except as herein amended, the
Investors Stockholders Agreement shall remain in full force and
effect and is ratified in all respects. On and after the
effectiveness of this Amendment, each reference in the Investors
Stockholders Agreement to this Agreement, hereunder, hereof,
herein or words of like import, and each reference to the
Investors Stockholders Agreement in any other agreements,
documents or instruments executed and delivered in connection
with the Investors Stockholders Agreement, shall mean and be a
reference to the Investors Stockholders Agreement, as amended by
this Amendment.
4. Counterparts. This Amendment may be executed by the
parties hereto in several counterparts, each of which shall be
deemed to be an original and all of which shall constitute
together but one and the same agreement.
[signature page to Amendment No.1 to Investors Stockholders Agreement]
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date first above written.
CB CAPITAL PARTNERS, L.P.
By: CB Capital Investors, Inc.,
its general partner
By: /S/ ________________________________
Name:
Title:
X.X. XXXXXX INVESTMENT CORPORATION
By: /S/ ________________________________
Name:
Title:
SIXTY WALL STREET SBIC FUND, L.P.
By: Sixty Wall Street SBIC Corporation,
its general partner
By: /S/________________________________
Name:
Title:
[signatures continued on next page]
[signature page to Amendment No.1 to Investors Stockholders
Agreement - continued]
PRIVATE EQUITY INVESTORS III, L.P.
By: Xxxxx X. Xxxxx Associates III,
L.L.C.,its general partner
By: /S/_______________________________
Name:
Title:
EQUITY-LINKED INVESTORS-II
By: Xxxxx X. Xxxxx Associates-II,
its general partner
By: /S/______________________________
Name:
Title:
TORONTO DOMINION CAPITAL (USA), INC.
By: /S/______________________________
Name:
Title:
DAG-TRITON PCS, L.P.
By: Duff Xxxxxxxx Xxxxxxxx LLC,
its general partner
By: /S/______________________________
Name:
Title:
[signatures continued on next page]
[signature page to Amendment No.1 to Investors Stockholders
Agreement - continued]
FIRST UNION CAPITAL PARTNERS, INC.
By: /S/_______________________________
Name:
Title:
______________________________________
Xxxxxxx X. Xxxxxxxx
______________________________________
Xxxxxx X. Xxxxxxx
______________________________________
Xxxxx X. Xxxxx
Attachment A
SCHEDULE II
Shares of
Class A
Stockholder Common Stock
---------------------------------------- ------------------
CB Capital Investors, L.P. 12,270,744
XX Xxxxxx Investment Corporation 2,456,109
Sixty Wall Street SBIC Fund, L.P. 122,663
Private Equity Investors III, L.P. 5,951,372
Equity-Linked Investors-II 5,951,372
Toronto Dominion Capital (U.S.A.) Inc. 2,975,698
First Union Capital Partners, Inc. 4,079,877
DAG-Triton PCS, L.P. 1,858,127
Xxxxxxx X. Xxxxxxxx 2,628,875
Xxxxxx X. Xxxxxxx 1,942,906
Xxxxx X. Xxxxx 349,541
X.X. Xxxxxx Investment Corporation also owns 7,820,268 shares of
Tritons Class B Non-Voting Common Stock.
Sixty Wall Street SBIC Fund, L.P. also owns 390,559 shares of
Tritons Class B Non-Voting Common Stock.
