Exhibit 10.1.3
SECOND AMENDMENT
TO STOCKHOLDERS' AGREEMENT
This Second Amendment to Stockholders' Agreement (this "AMENDMENT") is
entered into by and among AT&T Wireless PCS Inc., Cash Equity Investors and
Management Shareholders and Tritel, Inc. ("TRITEL").
WHEREAS, Tritel and Xxxxx X. Xxxxxxxx, Xx. ("XXXXXXXX") have previously
entered into an Employment Agreement dated January 7, 1999 ("PRIOR AGREEMENT");
and
WHEREAS, management differences have arisen between Tritel and Xxxxxxxx;
and
WHEREAS, pursuant to a Mutual Release and Termination Agreement of even
date herewith ("RELEASE"), Tritel and Xxxxxxxx have resolved their differences;
and
WHEREAS, Tritel and Xxxxxxxx have agreed to and entered into a Stock
Purchase Agreement, of even date herewith (the Release, Stock Purchase Agreement
and certain other related documents executed pursuant thereto, all of even date
herewith (collectively the "XXXXXXXX TRANSACTION DOCUMENTS")); and
WHEREAS, AT&T Wireless PCS Inc., Cash Equity Investors and Management
Shareholders and Tritel entered into that certain Stockholders' Agreement dated
as of January 7, 1999 (the "AGREEMENT"), and as a result of the Xxxxxxxx
Transaction Documents desire to amend the Agreement pursuant to the terms and
conditions of this Amendment.
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. No Management Stockholder. As of the date hereof, Xxxxxxxx shall no
longer be a "MANAGEMENT STOCKHOLDER" for any purposes under the Agreement.
Schedule II is hereby amended by deleting Xxxxxxxx. The Management Stockholders
are Xxxxxxx X. Xxxxxxx, XX, X.X. Xxxxxx, Xx. and Xxxxxxx X. Xxxxxx. All
references to Xxxxxxxx as a Management Stockholder are hereby deleted. In
addition, all references to Xxxxxxxx in Section 4.1(c) are hereby deleted.
2. Xxxxxxxx Shares. Xxxxxxxx will continue to own the 4,500 shares of
Company Class A Voting Common Stock ("XXXXXXXX SHARES") subject to the Company's
Restated Certificate of Incorporation and the Agreement, except the Xxxxxxxx
Shares shall not be subject to the three year restriction on sale and transfer
of shares as set forth in Section 4.1.c. of,
or as such three year restriction may otherwise be contained in, the Agreement
and Section 8.6 of the Agreement shall not be applicable to Xxxxxxxx. Pursuant
to the terms of the Stock Purchase Agreement, Xxxxxxxx transferred all other
ownership interests in the Company to the Company.
3. No Other Rights. As of the date hereof and except as expressly set
forth above with respect to the Xxxxxxxx Shares, Xxxxxxxx shall have no other
rights or obligations pursuant to the Agreement.
4. Ratification. The Agreement as amended hereby is ratified and
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 control over any conflicts between the terms of
the Agreement and the terms of this Amendment.
5. Entire Agreement. The Agreement, as amended by this Amendment,
constitutes the entire agreement and understanding between the parties hereto
regarding the subject matter addressed therein.
6. Execution. This Amendment may be executed in multiple counterparts,
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.
7. Stockholders. Tritel represents and warrants to Xxxxxxxx that the
parties to this Agreement are all the parties necessary to effect this
Amendment.
8. Integrated Transaction. The provisions of this Agreement are an integral
part of, and are necessary consideration for, the Xxxxxxxx Transaction Documents
and the settlement of existing disputes between and among the parties. Any
breach of, or default under, this Agreement or any of the Xxxxxxxx Transaction
Documents shall constitute a breach of, and a default under, each of this
Agreement and the Xxxxxxxx Transaction Documents.
(Intentionally left blank, signature pages follow on next page)
EXECUTED as of the ____ day of September, 1999.
AT&T Wireless PCS, Inc.
By:
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Name:
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Title:
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EXECUTED as of the ____ day of September, 1999.
TWR Cellular, Inc.
By:
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Name:
--------------------------------
Title:
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EXECUTED as of the ____ day of September, 1999.
Tritel, Inc.
By:
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Name:
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Title:
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EXECUTED as of the ____ day of September, 1999.
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Xxxxx X. Xxxxxxxx, Xx.
EXECUTED as of the ____ day of September, 1999.
CASH EQUITY INVESTORS:
Toronto Dominion Investments, Inc.
By:
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Name: Xxxxxx X. Xxxxxxx
Title: Vice President
EXECUTED as of the ____ day of September, 1999.
Entergy Wireless Company
By:
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Name:
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Title:
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EXECUTED as of the ____ day of September, 1999.
General Electric Capital Corporation
By:
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Name:
--------------------------------
Title:
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EXECUTED as of the ____ day of September, 1999.
Washington National Insurance Company
By:
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Name:
Title:
EXECUTED as of the ____ day of September, 1999.
United Presidential Life Insurance Company
By:
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Name:
Title:
EXECUTED as of the ____ day of September, 1999.
Dresdner Kleinwort Xxxxxx Private Equity Partners
LP
By: Dresdner Kleinwort Xxxxxx Private Equity
Managers LLC, as its general partner
By:
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Name: Xxxxxxxxx X. Xxxxxxx
Title: Authorized Signatory
EXECUTED as of the ____ day of September, 1999.
Triune PCS, LLC, a Delaware limited liability
company
By: Oak Tree, LLC
Title: Manager
By: Triune Private Equity, LLC
Title: Manager
By:
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Name: Xxxxx Xxxxxxxx
Title: President
EXECUTED as of the ____ day of September, 1999.
FCA Venture Partners II, L.P.
By: Clayton-DC Venture Capital Group, LLC, its
general partner
By:
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Name: D. Xxxxxx Xxxxxx, III
Title: Manager
EXECUTED as of the ____ day of September, 1999.
Xxxxxxx Associates, LLC
By:
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Its Managing Member
EXECUTED as of the ____ day of September, 1999.
Airwave Communications, LLC
By:
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Name:
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Title:
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EXECUTED as of the ____ day of September, 1999.
Digitial PCS, LLC (F/K/A Mercury PCS II, LLC)
By: MSM, Inc., its Manager
By:
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Name: X. X. Xxxxxx, Xx.
Title: Vice President
EXECUTED as of the ____ day of September, 1999.
The Manufacturers' Life Insurance Company
(U.S.A.)
By:
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Name:
--------------------------------
Title:
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By:
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Name:
--------------------------------
Title:
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EXECUTED as of the ____ day of September, 1999.
Trillium PCS, LLC
By:
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Name:
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Title:
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EXECUTED as of the ____ day of September, 1999.
Management Stockholders:
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Xxxxxxx X. Xxxxxxx, XX
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X. X. Xxxxxx, Xx.
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Xxxxxxx X. Xxxxxx
