AMENDMENT NO. 1 TO STOCKHOLDERS' AGREEMENT
Amendment No. 1 to Stockholders' Agreement, dated as of October 7,
2001, among TeleCorp PCS, Inc. (the "Company"), AT&T Wireless PCS, LLC ("AWP"),
Xxxxxx X. Xxxxxxxx ("Xxxxxxxx"), Xxxxxx X. Xxxxx ("Xxxxx") and each of the other
stockholders of the Company set forth on the signature pages hereto. Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed
thereto under the Stockholders' Agreement (defined below).
WHEREAS, each of the parties hereto is a party to the Stockholders'
Agreement, dated as of November 13, 2000, among the parties specified therein
(the "Stockholders' Agreement").
WHEREAS, as of the date hereof, each of the parties hereto owns
beneficially and of record the number of shares of Class A Voting Common Stock
of the Company set forth after such party's name on each signature page hereto.
WHEREAS, an amendment to the Stockholders' Agreement requires the
approval of a majority of the shares of Class A Voting Common Stock party to
such agreement, including AWP, 66-2/3% of the Class A Voting Common Stock
Beneficially Owned by the Cash Equity Investors and 66-2/3% of the Class A
Voting Common Stock Beneficially Owned by the Management Stockholders.
WHEREAS, the parties hereto, in the aggregate, satisfy the voting
requirement described in the immediately preceding clause.
NOW THEREFORE, each of the parties hereto, in accordance with Section
12.2(b) of the Stockholders' Agreement, agrees to amend the Stockholders'
Agreement as follows:
1. Section 3.7 of the Stockholders' Agreement is hereby amended by
adding to the end thereof the following sentence:
"Nothing contained in this Agreement, including without limitation this
Section 3.7 and Article 4 hereof, shall prohibit the Company, AWP, the
Management Stockholders or the Cash Equity Investors from executing, delivering
and performing their respective obligations under the Voting Agreement, dated as
of October 7, 2001, among the Company, AWP and the shareholders of the Company
named therein."
2. This Amendment No. 1 shall be effective on the date that a
counterpart hereof shall have been executed by the Company and the Beneficial
Owners of a majority of the shares of Class A Voting Common Stock party to the
Stockholders' Agreement, which shall include AWP, 66-2/3% of the Class A Voting
Common Stock Beneficially Owned by the Cash Equity Investors and 66-2/3% of the
Class A Voting Common Stock Beneficially Owned by the Management Stockholders.
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3. Each party hereto, as to itself and, where applicable in the case of
Xxxxxxxx, Vento and Xxxxxxx, himself, represents and warrants, as applicable, to
each of the other parties as follows:
(a) It is a corporation, limited liability company, general partnership
or limited partnership, duly organized, validly existing and in good standing
under the laws of its jurisdiction of organization and it or he, as the case may
be, has the requisite power, authority and legal capacity to own, lease and
operate its or his properties and to carry on its or his business as now being
conducted.
(b) It or he, as the case may be, has the requisite power, authority
and legal capacity to execute, deliver and perform this Amendment No. 1.
(c) The execution and delivery of this Amendment No. 1 by it have been
duly and validly authorized by its Board of Directors (or equivalent body) and
no other proceedings on its part which have not been taken (including, without
limitation, approval of its stockholders, partners or members) are necessary to
authorize this Amendment No. 1.
(d) This Amendment No. 1 has been duly executed and delivered by it and
constitutes its or his, as the case may be, valid and binding obligation,
enforceable against it or him in accordance with its terms, subject to (i)
bankruptcy, insolvency, moratorium and other similar laws now or hereafter in
effect relating to or affecting creditors rights generally and (ii) general
principles of equity (regardless of whether considered in a proceeding at law or
in equity).
(e) The execution, delivery and performance by it or he, as the case
may be, of this Amendment No. 1 will not (a) conflict with, or result in a
breach or violation of, any provision of its organizational documents; (b)
constitute, with or without the giving of notice or passage of time or both, a
breach, violation or default, create a Lien, or give rise to any right of
termination, modification, cancellation, prepayment or acceleration, under (i)
any Law or License or (ii) any note, bond, mortgage, indenture, lease, agreement
or other instrument, in each case which is applicable to or binding upon it or
him or any of its or his assets; or (c) require any consent, or the approval of
its board of directors, general partner, stockholders or similar constituent
bodies, as the case may be (except for approvals that have been obtained),
except in each case, where such breach, violation, default, Lien, right, or the
failure to obtain or give such consent would not have a material adverse effect
on it or him or its or his ability to perform its or his obligations hereunder.
(f) There is no action, proceeding or investigation pending or, to its
or his, as the case may be, knowledge, threatened against it or him or any of
its or his properties or assets that would be reasonably expected to have an
adverse effect on its or his ability to enter into this Amendment No. 1 or to
fulfill its or his obligations hereunder.
4. Any provision of this Amendment No. 1 which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof or affecting the validity or remaining provisions
hereof or affecting the validity or enforceability of such provision in any
other jurisdiction.
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5. This Amendment No. 1 shall be deemed to be an amendment to the
Stockholders' Agreement. All references to the Stockholders' Agreement in any
other agreements or documents shall on and after the date hereof be deemed to
refer to the Stockholders' Agreement as amended hereby. Except as amended
hereby, the Stockholders' Agreement shall remain in full force and effect and is
hereby ratified, adopted and confirmed in all respects.
6. The headings in this Amendment No. 1 are inserted for convenience
and identification only and are not intended to describe, interpret, define or
limit the scope, extent or intent of this Amendment No. 1 or any provision
thereof.
7. This Amendment No. 1 may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
8. THIS AMENDMENT NO. 1 SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO CONFLICTS OF LAW
PRINCIPLES.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment
No. 1 to be executed as of the day and year first above written.
TELECORP PCS, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------------
Name:
Title:
Number of shares of Class A Voting
Common Stock
--------------------------------------------
TELECORP INVESTMENT CORP., L.L.C.
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title:
Number of shares of Class A Voting
Common Stock
352,956
--------------------------------------------
TELECORP INVESTMENT CORP. II., L.L.C.
By: /s/ Xxxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title:
Number of shares of Class A Voting
Common Stock
492,064
--------------------------------------------
/s/ Xxxxxx X. Xxxxxxxx
------------------------------------------
Xxxxxx X. Xxxxxxxx
Number of shares of Class A Voting
Common Stock
--------------------------------------------
CTIHC, INCORPORATED
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Senior Vice President,
Corporate Taxes
Number of shares of Class A Voting
Common Stock
17,182,072
--------------------------------------------
X.X. XXXXXXX III, L.P.
By: X.X. Xxxxxxx Equity Partners III,
LLC, its general partner
By: /s/ Xxxxxx X. X'Xxxxx
---------------------------------------
Name: Xxxxxx X. X'Xxxxx
Title: Managing Member
Number of shares of Class A Voting
Common Stock
3,732,268
--------------------------------------------
WHITNEY EQUITY PARTNERS, L.P.
By: X.X. Xxxxxxx Equity Partners, LLC,
its general partner
By: /s/ Xxxxxx X. X'Xxxxx
---------------------------------------
Name: Xxxxxx X. X'Xxxxx
Title: Managing Member
Number of shares of Class A Voting
Common Stock
1,586,660
--------------------------------------------
WHITNEY STRATEGIC PARTNERS III, L.P.
By: X.X. Xxxxxxx Equity Partners III,
LLC, its general partner
By: /s/ Xxxxxx X. X'Xxxxx
---------------------------------------
Name: Xxxxxx X. X'Xxxxx
Title: Managing Member
Number of shares of Class A Voting
Common Stock
89,936
--------------------------------------------
MEDIA/COMMUNICATIONS PARTNERS III LIMITED
PARTNERSHIP
By: M/CP III General Partner-J. Inc., a
general partner
By: /s/ Xxxxx X. Xxxx
---------------------------------------
Name:
Title:
Number of shares of Class A Voting
Common Stock
--------------------------------------------
MEDIA/COMMUNICATIONS INVESTORS LIMITED
PARTNERSHIP
By: M/C Investors General Partner-J.
Inc., a general partner
By: /s/ Xxxxx X. Xxxx
---------------------------------------
Name:
Title:
Number of shares of Class A Voting
Common Stock
--------------------------------------------
NORTHWOOD VENTURES LLC
By: /s/ Xxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxx
Title: President
Number of shares of Class A Voting
Common Stock
1,737,261
--------------------------------------------
NORTHWOOD CAPITAL PARTNERS LLC
By: /s/ Xxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxx
Title: President
Number of shares of Class A Voting
Common Stock
319,218
--------------------------------------------
Oak Tree, LLC
By: Triune Private Equity, LLC its
manager
/s/ Xxxxx Xxxxxxxx
------------------------------------------
By: Xxxxx Xxxxxxxx, its Co-Manager
Number of shares of Class A Voting
Common Stock
2,297,657
--------------------------------------------
PCS Telecom, LLC
By: Triune Private Equity, LLC, its
manager
/s/ Xxxxx Xxxxxxxx
------------------------------------------
By: Xxxxx Xxxxxxxx, its Co-Manager
Number of shares of Class A Voting
Common Stock
132,332
--------------------------------------------
JVB Private Equity, LLC
/s/ Xxxx Xxxxxxxx
------------------------------------------
By: Xxxx Xxxxxxxx its Manager
Number of shares of Class A Voting
Common Stock
936,541
--------------------------------------------
JVB Properties, LLLP
/s/ Xxxx Xxxxxxxx
------------------------------------------
By: Xxxx Xxxxxxxx its General Partner
Number of shares of Class A Voting
Common Stock
1,994,857
--------------------------------------------
TORONTO DOMINION INVESTMENTS, INC.
By: /s/ Xxxx Xxxxxx
---------------------------------
Name: Xxxx Xxxxxx
Title: MD
Number of shares of Class A Voting
Common Stock
3,442,319
--------------------------------------------
ONE LIBERTY FUND III, L.P.
By: One Liberty Partners III, LLC
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: General Partner
Number of shares of Class A Voting
Common Stock
1,431,462
--------------------------------------------
ONE LIBERTY FUND IV, L.P.
By: One Liberty Partners IV, LLC
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Managing Member
Number of shares of Class A Voting
Common Stock
528,690
--------------------------------------------
ONE LIBERTY FUND ADVISORS FUND IV, L.P.
By: One Liberty Partners IV, LLC
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Managing Member
Number of shares of Class A Voting
Common Stock
20,373
--------------------------------------------
CB CAPITAL INVESTORS, L.P.
By: CB Capital Investors, Inc., its
general partner
By: /s/ Xxxxxxx Xxxxxx
---------------------------------------
Name:
Title:
Number of shares of Class A Voting
Common Stock
--------------------------------------------
AT&T WIRELESS PCS, LLC
By: AT&T Wireless Services, Inc., its
Manager
By: /s/ Xxxxxx Xxxxxx Jr.
---------------------------------------
Name: Xxxxxx Xxxxxx Jr.
Title: Vice-President
Number of shares of Class A Voting
Common Stock
--------------------------------------------
/s/ Xxxxxx X. Xxxxx
------------------------------------------
Xxxxxx X. Xxxxx
Number of shares of Class A Voting
Common Stock
--------------------------------------------
--------------------------------------------
Xxxxxxx X. Xxxxxxx XX
Number of shares of Class A Voting
Common Stock
--------------------------------------------
XXXX COMMUNICATIONS PARTNERS, L.P.
By: HCP Investments, L.P., its general
partner
By: Xxxx Partners, LLC, its general
partner
By: /s/ Xxxxx Xxxx
---------------------------------
Name:
Title:
Number of shares of Class A Voting
Common Stock
--------------------------------------------
HCP CAPITAL FUND, L.P.
By: Xxxxx X. Xxxx & Co., its general
partner
By: /s/ Xxxxx Xxxx
---------------------------------
Name:
Title:
Number of shares of Class A Voting
Common Stock
--------------------------------------------
