EXHIBIT 10.7
March 10, 1998
Triton PCS Holdings, Inc.
000 Xxxxxxxxxx Xxxxx / Xxxxx 000
Xxxxxxx, XX 00000
Re: Additional Equity Financing
Ladies and Gentlemen:
Reference is hereby made to the Amendment No.1 to Securities Purchase
Agreement and Consent Agreement (the "Agreement") dated as of the date hereof by
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and among AT&T Wireless PCS, Inc., a Delaware corporation, the cash equity
investors listed on the signature pages thereto, the management stockholders
listed on the signature pages thereto, and Triton PCS Holdings, Inc., a Delaware
corporation formerly known as Triton PCS, Inc. (the "Company"). Capitalized
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terms used but not defined herein shall have the meanings given to such terms in
the Agreement.
In connection with the Company's intention to seek $27 million of
additional commitments from the Cash Equity Investors in respect of the balance
of the Equity Financing, and subject to the terms and conditions contained in
the Agreement, each of the undersigned confirms for the Company's benefit the
undersigned's commitment to contribute to the Company in exchange for shares of
Series C Preferred Stock at the original issuance price therefor the amount set
forth opposite the undersigned's name on Schedule I hereto; provided that at the
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time of the Company's issuance of the Series C Preferred Stock the Company shall
ratify for the benefit of the undersigned the representations and warranties of
the Company set forth in Section 5.13 of the Securities Purchase Agreement;
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provided further that the foregoing commitment shall expire automatically 120
days after the date hereof.
Each of the undersigned has executed this Agreement, intending to be
legally bound, as of the date first above written.
[SIGNATURES CONTAINED ON NEXT PAGE]
CB CAPITAL INVESTORS, L.P.
By: CB Capital Investors, Inc., its general partner
By:_______________________________________________
Name:
Title:
X.X. XXXXXX INVESTMENT CORPORATION
By:_______________________________________________
Name:
Title:
FIRST UNION CAPITAL PARTNERS, INC.
By:_______________________________________________
Name:
Title:
SCHEDULE I
Commitments
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Cash Equity Investor Commitment
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1. CB Capital Investors, L.P. $10,000,000 (in the aggregate, i.e.,
inclusive of the $8 million
funded on the date hereof)
2. X.X. Xxxxxx Investment Corporation $10,000,000
3. First Union Capital Partners, Inc. $20,000,000
