EXHIBIT 10.22
PROFESSIONAL SERVICES AGREEMENT
THIS PROFESSIONAL SERVICES AGREEMENT (this "AGREEMENT"), dated as of
February 14, 2002, between GTCR Xxxxxx Xxxxxx, L.L.C., a Delaware limited
liability company ("GTCR"), and TSI Merger Sub, Inc., a Delaware corporation
(the "COMPANY").
WHEREAS, the Company is an indirect subsidiary of TSI
Telecommunication Holdings, LLC, a Delaware limited liability company (the
"PARENT");
WHEREAS, GTCR Fund VII, L.P., a Delaware limited partnership ("GTCR
FUND VII"), GTCR Fund VII/A, L.P., a Delaware limited partnership ("GTCR FUND
VII/A") and GTCR Co-Invest, L.P., a Delaware limited partnership ("GTCR
CO-INVEST", and together with GTCR Fund VII and GTCR Fund VII/A, the
"INVESTORS") will purchase (the "INVESTMENT") pursuant to that certain Unit
Purchase Agreement (the "UNIT PURCHASE AGREEMENT") of even date herewith by and
among the Parent and Investors, the following equity securities of the Parent:
Class B Preferred Units (the "CLASS B PREFERRED") and Common Units (the "COMMON
UNITS", and together with the Class B Preferred, the "UNITS");
WHEREAS, the Company desires to receive financial and management
consulting services from GTCR, and obtain the benefit of the experience of GTCR
in business and financial management generally and its knowledge of the Company
and the Company's financial affairs in particular; and
WHEREAS, in connection with the Investment, GTCR is willing to provide
financial and management consulting services to the Company and the compensation
arrangements set forth in this Agreement are designed to compensate GTCR for
such services.
NOW, THEREFORE, in consideration of the foregoing premises and the
respective agreements hereinafter set forth and the mutual benefits to be
derived herefrom, GTCR and the Company hereby agree as follows (capitalized
terms not otherwise defined herein shall have the meanings ascribed to them in
the Unit Purchase Agreement):
1. ENGAGEMENT. The Company hereby engages GTCR as a financial and
management consultant, and GTCR hereby agrees to provide financial and
management consulting services to the Company and its subsidiaries, all on the
terms and subject to the conditions set forth below.
2. SERVICES OF GTCR. GTCR hereby agrees during the term of this
engagement to consult with the board of directors of the Company (the "BOARD"),
the boards of directors (or similar governing body) of the Company's affiliates
and the management of the Company and its affiliates in such manner and on such
business and financial matters as may be reasonably requested from time to time
by the Board, including but not limited to:
(i) corporate strategy;
(ii) budgeting of future corporate investments;
(iii) acquisition and divestiture strategies; and
(iv) debt and equity financings.
3. PERSONNEL. GTCR shall provide and devote to the performance of
this Agreement such partners, employees and agents of GTCR as GTCR shall deem
appropriate for the furnishing of the services required thereby.
4. PLACEMENT FEES.
(a) At the time of any purchase of equity by the Investors and/or
their Affiliates (as defined in the Unit Purchase Agreement)
pursuant to SECTION 1B of the Unit Purchase Agreement, the
Company shall pay to GTCR a placement fee in immediately
available funds equal to one percent (1.0%) of the amount paid
to the Parent in connection with such purchase.
(b) At the time of any other equity or debt financing of the Parent,
TSI Telecommunication Holdings, Inc., the Company or any of
their respective subsidiaries prior to a Public Offering (as
defined in the Parent's Limited Liability Company Agreement)
(other than (i) the purchase of securities of the Parent by any
executive pursuant to any Senior Management Agreement (as
entered into from time to time between the Company and its
executives) and (ii) any debt or equity financing provided by
the seller or sellers of a target company or business in
connection with the acquisition thereof), the Company shall pay
to GTCR a placement fee in immediately available funds equal to
one percent (1.0%) of the gross amount of such financing
(including the committed amount of any revolving credit
facility).
If any individual payment to GTCR pursuant to this SECTION 4 would be less than
$10,000, then such payment shall be held by the Company until such time as the
aggregate of such payments equals or exceeds $10,000.
5. MANAGEMENT FEE. The Company shall pay to GTCR an annual
management fee of $500,000. Such management fee shall be payable in equal
monthly installments beginning March 1, 2002.
6. EXPENSES. The Company shall promptly pay and/or reimburse GTCR
and its Affiliates (which shall be deemed to include the Parent, the Company any
of their respective subsidiaries) and their respective directors, officers and
employees for all travel expenses, legal fees, consulting fees, accounting fees,
other professional fees and all other out-of-pocket fees and expenses as have
been or may be incurred in connection with the transactions contemplated by the
Acquisition Agreement, in connection with any financing of the Parent, the
Company or any of their respective subsidiaries, and in connection with the
rendering of any other services hereunder (including, but not limited to, fees
and expenses incurred in attending Company-related meetings).
7. TERM. This Agreement will continue from the date hereof until
the earlier to occur of a Public Offering (as defined in the Unit Purchase
Agreement) and the Investors and their
2
Affiliates ceasing to own at least 50% of the Investor Securities (as defined in
the Unit Purchase Agreement). No termination of this Agreement, whether pursuant
to this paragraph or otherwise, shall affect the Company's obligations with
respect to the fees, costs and expenses incurred by GTCR in rendering services
hereunder and not reimbursed by the Company as of the effective date of such
termination.
8. LIABILITY. Neither GTCR nor any of its affiliates, partners,
employees or agents shall be liable to the Parent, the Company or their
subsidiaries or affiliates for any loss, liability, damage or expense arising
out of or in connection with the performance of services contemplated by this
Agreement, unless such loss, liability, damage or expense shall be proven to
result directly from the gross negligence or willful misconduct of GTCR.
9. INDEMNIFICATION. The Company agrees to indemnify and hold
harmless GTCR, its partners, affiliates, officers, agents and employees against
and from any and all loss, liability, suits, claims, costs, damages and expenses
(including attorneys' fees) arising from their performance hereunder, except as
a result of their gross negligence or intentional wrongdoing.
10. GTCR AN INDEPENDENT CONTRACTOR. GTCR and the Company agree that
GTCR shall perform services hereunder as an independent contractor, retaining
control over and responsibility for its own operations and personnel. Neither
GTCR nor its directors, officers, or employees shall be considered employees or
agents of the Company as a result of this Agreement nor shall any of them have
authority to contract in the name of or bind the Company, except as expressly
agreed to in writing by the Company.
11. NOTICES. Any notice, report or payment required or permitted to
be given or made under this Agreement by one party to the other shall be deemed
to have been duly given or made if personally delivered or, if mailed, when
mailed by registered or certified mail, postage prepaid, to the other party at
the following addresses (or at such other address as shall be given in writing
by one party to the other):
3
IF TO GTCR:
GTCR Xxxxxx Xxxxxx, L.L.C.
0000 Xxxxx Xxxxx
Xxxxxxx, XX 00000-0000
Attention: Xxxxx X. Xxxxxxx
Xxxxxx X. Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
WITH A COPY TO:
Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
IF TO THE COMPANY:
TSI Merger Sub, Inc.
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxx, Xxxxxxx 00000
Attention: G. Xxxxxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
AND
TSI Merger Sub, Inc.
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxx, Xxxxxxx 00000
Attention: Xxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
WITH COPIES TO:
GTCR Xxxxxx Xxxxxx, L.L.C.
0000 Xxxxx Xxxxx
Xxxxxxx, XX 00000-0000
Attention: Xxxxx X. Xxxxxxx
Xxxxxx X. Xxxxx
Telephone: (000) 000-0000
4
Facsimile: (000) 000-0000
and
Xxxxxxxx & Xxxxx
000 Xxxx Xxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
12. ENTIRE AGREEMENT; MODIFICATION. This Agreement (a) contains the
complete and entire understanding and agreement of GTCR and the Company with
respect to the subject matter hereof; and (b) supersedes all prior and
contemporaneous understandings, conditions and agreements, oral or written,
express or implied, respecting the engagement of GTCR in connection with the
subject matter hereof. The provisions of this Agreement may be amended, modified
and waived only with the prior written consent of the Company and GTCR.
13. WAIVER OF BREACH. The waiver by either party of a breach of any
provision of this Agreement by the other party shall not operate or be construed
as a waiver of any subsequent breach of that provision or any other provision
hereof.
14. ASSIGNMENT. Neither GTCR nor the Company may assign its rights
or obligations under this Agreement without the express written consent of the
other, except that GTCR may assign its rights and obligations to an affiliate of
GTCR.
15. SUCCESSORS. This Agreement and all the obligations and benefits
hereunder shall inure to the successors and permitted assigns of the parties. By
virtue of the Merger (as defined in that certain Amended and Restated Agreement
of Merger dated as of January 14, 2002 and effective as of December 7, 2001
among TSI Telecommunication Holdings, Inc., TSI Merger Sub, Inc., TSI
Telecommunication Services Inc. ("TSI") and Verizon Information Services Inc.),
TSI will become the successor to all of the rights, interests, duties and
obligations of TSI Merger Sub, Inc., including, without limitation, those
arising under this Agreement, and after the Merger, TSI shall be deemed to be a
party to this Agreement and all references in this Agreement to the "Company"
shall be deemed to be references to TSI.
16. COUNTERPARTS This Agreement may be executed and delivered by
each party hereto in separate counterparts (including by means of telecopied
signature pages), each of which when so executed and delivered shall be deemed
an original and both of which taken together shall constitute one and the same
agreement.
17. CHOICE OF LAW This Agreement shall be governed by and construed
in accordance with the domestic laws of the State of Delaware, without giving
effect to any choice of law or conflict of law provision or rule (whether of the
State of Delaware or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the State of Delaware.
* * * * *
5
IN WITNESS WHEREOF, GTCR and the Company have caused this Professional
Services Agreement to be duly executed and delivered on the date and year first
above written.
GTCR XXXXXX XXXXXX, L.L.C.
By: /s/ Xxxxx X. Xxxxxxx
Name: Xxxxx X. Xxxxxxx
Its: Principal
TSI MERGER SUB, INC.
By: /s/ G. Xxxxxx Xxxxx
Name: G. Xxxxxx Xxxxx
Its: Chief Executive Officer
SIGNATURE PAGE 1 OF 1 TO TSI PROFESSIONAL SERVICES AGREEMENT
