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EXHIBIT 10.97.1
CONSENT AND AMENDMENT
CONSENT AND AMENDMENT, dated as of November 12, 1999, by and among
Aerial Communications, Inc. ("Company"), Telephone and Data Systems, Inc.
("TDS"), VoiceStream Wireless Corporation ("VoiceStream"), VoiceStream Wireless
Holding Corporation ("Holding") (VoiceStream and Holding are collectively
referred to as "Parent"), and Xxxxxxx & Xxxxxxxx Capital Partners II, H&F
Orchard Partners, L.P., H&F International Partners, L.P., Xxxx X. Xxxxxxx,
Xxxxxxx Xxxxxxxxx, PN Cellular, Inc., Xxxxxxx Family Trust, Xxxxxxx
Communications Corporation, GS Capital Partners, L.P., The Xxxxxxx Sachs Group,
Inc., Bridge Street Fund 1992, L.P., Stone Street Fund 1992, L.P., Providence
Media Partners, L.P., Xxxxxxxxx Telecommunications Holdings (USA) Limited, and
Xxxxxxxxx Telecommunications PCS (USA) Limited (collectively, "Parent
Stockholders").
For good and valuable consideration, the adequacy and receipt of which
is acknowledged, the undersigned parties agree as follows:
1. Reference is made to the Parent Stockholder Agreement, dated as of
September 17, 1999, by and among the undersigned, which is hereby amended by the
consent of the undersigned parties.
2. Notwithstanding anything to the contrary contained in the Parent
Stockholder Agreement, or in any other agreement between or among the parties
hereto, Xxxx X. Xxxxxxx and his affiliated entities may Transfer (including
charitably donate) up to a total of 500,000 shares of the VoiceStream Scheduled
Shares.
3. Section 3 of the Parent Stockholder Agreement shall not apply to any
such Transfer or to the VoiceStream Scheduled Shares thereby Transferred.
4. Capitalized terms used in this Agreement that are not defined herein
shall have such meanings as set forth or incorporated into the Parent
Stockholder Agreement.
5. This Agreement may be amended only by means of a written instrument
executed and delivered by each of the Parent Stockholders, Company, and TDS.
6. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware, regardless of the laws that might
otherwise govern under applicable principles of conflicts of laws.
7. Except as amended hereby, the Parent Stockholder Agreement, and any
other agreements by and among the parties, remain in full force and effect in
accordance with their respective terms.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the
date noted above.
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AERIAL COMMNICATIONS, INC.
By: /s/ XxXxx X. Xxxxxxx, Xx.
---------------------------------
Name: XxXxx X. Xxxxxxx, Xx.
Title: Chairman
TELEPHONE AND DATA SYSTEMS, INC.
By: /s/ XxXxx X. Xxxxxxx
---------------------------------
Name: XxXxx X. Xxxxxxx
Title: Chairman
PARENT STOCKHOLDERS:
XXXXXXX & XXXXXXXX CAPITAL
PARTNERS II, L.P., A CALIFORNIA
LIMITED PARTNERSHIP
By: Xxxxxxx & Xxxxxxxx Investors, L.P., its
general partner
By: Xxxxxxx & Xxxxxxxx Investors,
Inc., its general partner
By: /s/ Xxxxxxxx Xxxxx
-----------------------------
Name: Xxxxxxxx Xxxxx
Title: Vice President
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H&F ORCHARD PARTNERS, L.P., A
CALIFORNIA LIMITED PARTNERSHIP
By: H&F Orchard Investors, L.P., its general
partner
By: H&F Orchard Investors, Inc., its
general partner
By: /s/ Xxxxxxxx Xxxxx
--------------------------------
Name: Xxxxxxxx Xxxxx
Title: Vice President
H&F INTERNATIONAL PARTNERS, L.P.,
A CALIFORNIA LIMITED PARTNERSHIP
By: H&F International Investors, L.P., its
general partner
By: H&F International Investors,
Inc., its general partner
By: /s/ Xxxxxxxx Xxxxx
--------------------------------
Name: Xxxxxxxx Xxxxx
Title: Vice President
/s/ Xxxx X. Xxxxxxx
--------------------------------------------------
Xxxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------------------------
Xxxxxxx X. Xxxxxxxxx
PN CELLULAR, INC.
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------------
Name: Xxxx X. Xxxxxxx
Title:
4
XXXXXXX FAMILY TRUST
By: /s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Trustee
XXXXXXX COMMUNICATIONS CORPORATION
By: /s/ Xxxx X. Xxxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxxx
Title:
GS CAPITAL PARTNERS, L.P.
By: GS Advisors L.P., General Partner
By: GS Advisors, Inc., General Partner
By: /s/ Xxx X. Xxxxxxxx
--------------------------
Name: Xxx X. Xxxxxxxx
Title: Vice President
THE XXXXXXX SACHS GROUP, INC.
By: /s/ Xxxxxx X. Glebermer
-----------------------------------
Name: Xxxxxx X. Glebermer
Title: Vice President
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XXXXXX XXXXXX XXXX 0000, L.P.
By: Stone Street Performance Corp.,
Managing General Partner
By: /s/ Xxx X. Xxxxxxxx
------------------------------
Name: Xxx X. Xxxxxxxx
Title: Vice President
STONE STREET FUND 1992, L.P.
By: Stone Street Performance Corp.,
General Partner
By: /s/ Xxx X. Xxxxxxxx
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Name: Xxx X. Xxxxxxxx
Title: Vice President
PROVIDENCE MEDIA PARTNERS L.P.
By: Providence Media G.P. Limited
Partnership, General Partner
By: Providence Ventures L.P.,
General Partner
By: /s/ Xxxxxxxx X. Xxxxxx
---------------------
Name: Xxxxxxxx X. Xxxxxx
Title: President
0
XXXXXXXXX XXXXXXXXXXXXXXXXXX
XXXXXXXX (XXX) LIMITED
By: /s/ Canning Fok
-----------------------------
Name: Canning Fok
Title: Director
By: /s/ Xxxxx Xxxx
-----------------------------
Name: Xxxxx Xxxx
Title: Company Secretary
XXXXXXXXX TELECOMMUNICATIONS
PCS (USA) LIMITED)
By: /s/ Canning Fok
-----------------------------
Name: Canning Fok
Title: Director
By: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
Title: Company Secretary
