EXHIBIT 10.17.2
AMENDMENT NO. 1
TO
STOCKHOLDERS' AGREEMENT
AMENDMENT NO. 1 TO STOCKHOLDERS' AGREEMENT ("Amendment No. 1") dated
as of March 30, 1999, by and among AT&T WIRELESS PCS INC., a Delaware
corporation (together with its Affiliated Successors (as hereinafter defined),
"AT&T PCS"), TWR CELLULAR, INC., a Delaware corporation (together with its
Affiliated Successors, "TWR Cellular"), the investors listed under the heading
"Cash Equity Investors" on the signature pages hereto (individually, each a
"Cash Equity Investor" and, collectively, with any of its Affiliated Successors,
the "Cash Equity Investors"), the individuals listed under the heading
"Management Stockholders" on the signature pages hereto (individually, each a
"Management Stockholder" and, collectively, the "Management Stockholders") and
TELECORP PCS, INC., a Delaware corporation (the "Company"). Certain capitalized
terms used herein and not otherwise defined have the meaning assigned to such
term in the Stockholders' Agreement referred to below.
WHEREAS, each of the parties hereto (other than the Company) are
stockholders of the Company;
WHEREAS, the parties hereto are parties to that certain Stockholders'
Agreement, dated as of July 17, 1998 (the "Stockholders' Agreement"), pursuant
to which, among other things, the parties hereto entered into certain agreements
regarding the operation of the Company's business, including, restrictions on
the ability of the Company to market interexchange services of providers other
than AT&T Corp. or any Affiliate thereof and restrictions on the ability of AT&T
PCS to provide Company Communications Services in the Territory;
WHEREAS, an Affiliate of AT&T PCS has entered into a merger agreement
with Vanguard Cellular Systems Inc. ("Vanguard") pursuant to which upon the
consummation of the transactions contemplated by such merger agreement, AT&T PCS
and its Affiliates will provide Company Communications Services in Strafford
County, New Hampshire;
WHEREAS, the Company has entered into an agreement with Wireless 2000,
Inc. dated as of December 2, 1998 (the "Wireless 2000 Acquisition Agreement")
pursuant to which,
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among other things, the Company will acquire 15 MHz of C Block PCS Licenses in
the Alexandria, LA BTA, the Lake Charles, LA BTA and the Monroe, LA BTA;
WHEREAS, in connection with the transactions contemplated by the
Supplemental Closing, (i) the Company has entered into a License Acquisition
Agreement with Digital PCS, L.L.C. (a/k/a Mercury PCS II, LLC ) ("Digital")
dated as of May 15, 1998 (the "Mercury Agreement") pursuant to which, among
other things, the Company will acquire 10MHz of F Block PCS Licenses for the
Baton Rouge, LA BTA, the Lafayette-New Iberia, LA BTA, the Houma-Xxxxxxxxxx, LA
BTA and the Hammond, LA BTA, and (ii) the parties hereto desire to amend the
Stockholders' Agreement upon consummation of the Supplemental Closing to provide
that (A) Mercury shall have the rights and obligations of a Cash Equity Investor
under the Stockholders' Agreement, (B) Xxxxxxx X. Xxxxxxx, XX and X. X. Xxxxxx,
Xx. shall not be deemed to be in violation of Section 8.6 of the Stockholders'
Agreement by reason of their respective interests in Mississippi-34 Cellular
Corporation on the date of the Mercury Agreement or the activities of such
entity as being conducted on the date of the Mercury Agreement, and (C) Xxxxxxx
X. Xxxxxxx, XX, Xxxxx X. Xxxxxxxx, Xx. and X. X. Xxxxxx, Xx. shall not be deemed
to be in violation of Section 8.6 of the Stockholders' Agreement by reason of
their respective interests in Mercury Wireless Management Inc. (which owns
certain IVDS Licenses covering the Jackson, Mississippi MSA) on the date of the
Mercury Agreement or the activities of such entity as being conducted on the
date of the Mercury Agreement;
WHEREAS, the Company desires to expand the portions of the PCS
Territory within the New Orleans MTA (i) effective upon the closing of the
transactions contemplated by the Wireless 2000 Acquisition Agreement (the
"Wireless 2000 Closing"), to include the Alexandria, LA BTA, the Lake Charles,
LA BTA, and Ashley County, LA, Xxxxxxxx County, LA, and Catahoula County, LA
within the Monroe, LA BTA (the "Included Monroe Counties") and (ii) effective
upon the Supplemental Closing, to include the Houma-Xxxxxxxxxx, LA BTA and the
Hammond, LA BTA, and AT&T PCS, TWR and the other Stockholders are willing to
consent thereto provided on the terms and conditions hereinafter set forth;
WHEREAS, subject to the terms and conditions set forth in this
Amendment No. 1, the parties desire to amend the Stockholders' Agreement (i) to
permit the Company to provide interexchange services of providers other than
AT&T Corp. or an Affiliate thereof, on the terms set forth herein, (ii) to
delete Strafford County, New Hampshire from the PCS Territory, (iii) effective
upon the Wireless 2000 Closing, to expand the PCS Territory to include the
Alexandria, LA BTA, Lake Charles, LA BTA and the Included Monroe Counties, and
(iv) effective upon the Supplemental Closing, to expand the PCS Territory to
include the Houma-Xxxxxxxxxx, LA BTA and the Hammond, LA BTA;
WHEREAS, AT&T PCS and the Company are negotiating the terms and
conditions of an Asset Purchase Agreement (the "Asset Purchase Agreement") and
related agreements, pursuant to which, among other things, the Company proposes
to acquire from
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AT&T PCS, on the terms set forth in the Asset Purchase Agreement, a portion of
the Block A PCS License for the Puerto Rico-U.S. Virgin Islands MTA (the "Puerto
Rico MTA") owned by AT&T PCS covering such market, the parties expressly
acknowledging and agreeing that binding commitments on the part of AT&T PCS and
the Company with respect to the purchase and sale of the Puerto Rico MTA will
result only from the execution of a definitive Asset Purchase Agreement and
related documentation;
WHEREAS, in the event that the Asset Purchase Agreement is entered
into, the parties hereto agree that effective upon the closing of the
transactions contemplated by the Asset Purchase Agreement (the "Puerto Rico
Closing"), the Stockholders' Agreement shall be amended, without any further
action of the parties hereto, to provide that (i) Schedule V to the
Stockholders' Agreement include the minimum build-out plan for the Puerto Rico
MTA and (ii) to expand the PCS Territory to include the Puerto Rico MTA
(collectively, the "Puerto Rico Amendments"); and
WHEREAS, the Stockholders desire to clarify certain other provisions
of the Stockholders' Agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants
herein contained and for other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
1. Amendments. A. From and after the Amendment Effectiveness Date
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(as hereinafter defined):
(1) Section 3.1(d) of the Stockholders' Agreement shall be amended
and restated in its entirety as follows:
"(d) two (2) individuals nominated by AT&T PCS pursuant to the
Restated Certificate in its capacity as holder of Series A Preferred
Stock (each a "Series A Preferred Director") so long as it and TWR
Cellular has the right to nominate two directors in accordance with
the Restated Certificate";
(2) The second sentence immediately following clause (e) of Section
3.1 of the Stockholders' Agreement shall be amended and restated in its entirety
as follows:
"In the event that AT&T PCS shall cease to be entitled to
nominate the Series A Preferred Directors, such directors shall resign
(or the other directors or Stockholders shall remove them) from the
Board of Directors and the remaining directors shall take such action
so that the number of directors constituting the entire Board of
Directors shall be reduced accordingly.";
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(3) The last sentence of the second paragraph of Section 3.1 shall be
amended and restated in its entirety as follows:
"In addition, so long as AT&T PCS and TWR Cellular have the right
to nominate two directors in accordance with the Restated Certificate,
up to two (2) AT&T PCS regional directors (in regions overlapping with
or in geographic proximity to the Territory) shall have the right to
attend each meeting of the Board of Directors as an observer.";
(4) Section 3.11(c) of the Stockholders' Agreement shall be amended
and restated in its entirety as follows:
"(c) One (1) Series A Preferred Director nominated by AT&T PCS
in its capacity as holder of Series A Preferred Stock so long as it
has the right to nominate one director in accordance with the Restated
Certificate."
(5) The last section of Section 3.11(c) of this Stockholders'
Agreement shall be amended and restated in its entirety as follows:
"In the event that AT&T PCS and TWR Cellular shall cease to be
entitled to nominate one (1) Series A Preferred Director, such
director shall resign (or the other directors or Stockholders shall
remove him) from the Board of Directors and the remaining directors
shall take such action so that the number of directors constituting
the entire Board of Directors shall be reduced accordingly."
(6) The following Section 3.12 shall be added to the Stockholders'
Agreement:
"3.12. Series A Preferred Directors. For so long as AT&T PCS
----------------------------
shall have the right to nominate one or more Series A Preferred
Directors to the Board of Directors in accordance with the Restated
Certificate, each of the Stockholders hereby agrees that it will vote
all of the shares of Class A Voting Common Stock and Voting Preference
Stock Beneficially Owned or held of record by it (whether now owned or
hereafter acquired), in person or by proxy, to cause the election of
any such Series A Preferred Director so nominated by AT&T PCS to serve
on the Board of Directors and such obligation of the Stockholders to
cause the election of any such Series A Preferred Director shall
continue until the termination of this Agreement in accordance with
Section 12.3."
(7) Section 8.5(a) of the Stockholders' Agreement shall be amended
and restated in its entirety as follows:
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"(a) The Company and its Subsidiaries shall not market, offer,
provide or resell interexchange services, except (i) interexchange
services that constitute Company Communication Services and (ii)
interexchange services procured from AT&T Corp. or an Affiliate
thereof designated by AT&T Corp. Such interexchange services shall be
provided by AT&T Corp. or such Affiliate at the same rates as the
rates charged by AT&T Corp. or such Affiliate to other similarly
situated carriers. It is anticipated that such services will be
provided by AT&T Corp. or such Affiliate pursuant to an agreement
incorporating such rates. Upon specific request of any customer, the
Company may permit such customer to utilize the interexchange services
of another interexchange provider (including the interexchange
services of AT&T Corp. and its Affiliates), provided, however, that
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neither the Company nor any Affiliate thereof will accept any referral
fee, commission, credit against its long distance xxxx, or any other
remuneration, directly or indirectly, from such other provider in
exchange for permitting its customers to utilize such other
interexchange provider; it being understood that such prohibition
against the acceptance of any such referral fees, commissions, credits
or other remuneration shall not be applicable to any such referral
fees, commissions, credits or other remuneration paid by AT&T Corp.
and its Affiliates. The Company covenants and agrees that neither it
nor its Affiliates will market, offer, promote or otherwise encourage
its customers to utilize the interexchange services of any Person
other than the Company (such services having been procured as set
forth above by the Company from AT&T Corp. or an Affiliate thereof) or
AT&T Corp. or an Affiliate thereof.";
(8) Clause (a) of the definition of "Business" contained in Section 1
of the Stockholders' Agreement is hereby amended and restated as follows:
"(a) owning, constructing and operating systems to provide
Company Communications Services on frequencies licensed to the Company
for Commercial Mobile Radio Services pursuant to the Licenses
described on Schedule XII;"
(9) Schedule VI to the Stockholders' Agreement is hereby amended to
delete Strafford County, New Hampshire from the PCS Territory within the Boston-
Providence MTA; and
(10) Schedule I hereto is hereby added to the Stockholders' Agreement
in its entirety as Schedule XII thereto.
2. From and after the later to occur of (x) the Amendment
Effectiveness Date, and (y) the date of the Puerto Rico Closing, without any
further action on the part of the
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parties hereto, the Puerto Rico Amendments shall be effective and in full force
and effect as set forth below:
(1) Schedule V to the Stockholders' Agreement, "Minimum Build-Out
Plan", shall be amended to include the Minimum Build-Out Plan for the Puerto
Rico - U.S. Virgin Islands MTA as set forth on Schedule II to this Amendment No.
1; and
(2) Schedule VI is hereby amended to include the following PCS
Territory:
"The entire Puerto Rico - U.S. Virgin Islands MTA"; and
(3) Schedule XII to the Stockholders' Agreement is hereto amended to
include the following PCS Licenses:
"the 20 MHz PCS License for the Puerto Rico-U.S. Virgin Islands
MTA acquired pursuant to the Asset Purchase Agreement dated as of
March 30, 1999 between AT&T PCS and the Company."
3. From and after the later to occur of (x) the Amendment
Effectiveness Date, and (y) the date of the Wireless 2000 Closing, without any
further action on the part of the parties hereto, the following amendments shall
be effective and in full force and effect as set forth below:
(1) Schedule VI to the Stockholders' Agreement is hereby amended to
include in the portion of the PCS Territory within the New Orleans MTA the
Alexandria, LA BTA -- Market Designator B009, the Lake Charles, LA BTA -- Market
Designator B238, and each of Ashley County, LA, Xxxxxxxx County, LA and
Catahoula County, LA within the Monroe, LA BTA -- Market Designator B304; and
(2) Schedule XII to the Stockholders' Agreement is hereby amended to
include the following PCS Licenses:
"the 15 MHz C Block PCS Licenses in the Alexandria, LA BTA, the Lake
Charles, LA BTA and each of Ashley County, LA, Xxxxxxxx County, LA and Catahoula
County, LA within the Monroe, LA BTA acquired pursuant to an agreement, dated
December 2, 1998, between the Company and Wireless 2000, Inc."
4. From and after the later to occur of (x) the Amendment
Effectiveness Date, and (y) the date of the Supplemental Closing, without any
further action on the part of the parties hereto, (i) the following amendments
shall be effective and in full force and effect as set forth below:
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(A) Schedule VI to the Stockholders' Agreement shall be amended to
include in the portion of the PCS Territory within the New Orleans MTA the
Houma-Xxxxxxxxxx, LA BTA -- Market Designator B195 and the Hammond, LA BTA
-- Market Designator B180; and
(B) Schedule XII to the Stockholders' Agreement shall be amended to
include the 10MHz F Block PCS Licenses in the Houma-Xxxxxxxxxx, LA BTA, the
Hammond, LA BTA, the Baton Rouge, LA BTA and the Lafayette-New Iberia, LA
BTA acquired in the Supplemental Closing; and
(1) the parties hereby agree that:
(A) Digital shall have the rights and obligations of a Cash Equity
Investor under the Stockholders' Agreement;
(B) Xxxxxxx X. Xxxxxxx, XX and X. X. Xxxxxx, Xx. shall not be deemed
to be in violation of Section 8.6 of the Stockholders' Agreement by reason
of their respective interests in Mississippi-34 Cellular Corporation on May
15, 1998 or the activities of such entity being conducted on May 15, 1998;
and
(C) Xxxxxxx Xxxxxxx, XX, Xxxxx X. Xxxxxxxx, Xx. and X. X. Xxxxxx, Xx.
shall not be deemed in violation of Section 8.6 of the Stockholders'
Agreement by reason of their respective interest in Mercury Wireless
Management Inc. (which owns certain IVDS Licenses covering the Jackson,
Mississippi MSA) on May 15, 1998 or the activities of such entity as being
conducted on May 15, 1998.
(D) By execution of this Amendment No. 1 the undersigned shall be
deemed to have approved by written consent pursuant to Section 228 at the
Delaware General Corporation Law of the amendment and restatement of the
Company's Certificate of Incorporation in the form attached hereto as
Exhibit A in order to provide that the holders of Series A Preferred Stock
have a right to nominate directors, not elect directors.
2. Notwithstanding anything to the contrary contained in the
Stockholders' Agreement (including as amended hereby) or Schedule V to the
Stockholders' Agreement (including the amendment to such Schedule V referred to
herein), from and after the later to occur of (x) the Amendment Effectiveness
Date, and (y) the date of the Puerto Rico Closing, the Company and AT&T PCS
shall have the right to amend the Minimum Build-Out Plan to accelerate or defer
any portion of such Build-Out Plan on terms mutually agreeable to the Company
and AT&T PCS.
3. The parties hereby consent to the acquisition by the Company of a
15 MHz C Block PCS License in the Monroe, LA BTA pursuant to the Wireless 2000
Closing. The
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Company confirms that the Business shall not include any activities of any
nature whatsoever in the Monroe, LA BTA, other than in the Included Monroe
Counties, or in Strafford County, New Hampshire and the Company agrees that it
shall not conduct any activities, including without limitation, providing
Company Communications Services, in the Monroe, LA BTA, other than in the
Included Monroe Counties, or in Strafford County, New Hampshire without the
prior written consent of AT&T PCS.
4. Amendment Effectiveness Date. This Amendment No. 1 shall be
----------------------------
effective on the date that a counterpart hereof shall have been executed by each
of the Company, AT&T PCS, holders of 66 2/3% of the Class A Voting Common Stock
Beneficially Owned by the Cash Equity Investors and holders of 66 2/3% of the
Class A Voting Stock Beneficially Owned by the Management Stockholders (the
"Amendment Effectiveness Date").
5. Representation and Warranties. Each party hereto, as to itself,
-----------------------------
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 has the
requisite power and authority to own, lease and operate its properties and to
carry on its business as now being conducted.
B. It has the requisite power, authority and 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 valid and binding obligation, enforceable against it in
accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, moratorium or other similar laws affecting or relating
to enforcement of creditors' rights generally and may be subject to general
principles of equity.
E. The execution, delivery and performance by it 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 any of its assets; or (c)
require any Consent, or the approval of its board of
8
directors, general partner, stockholders or similar constituent bodies, as the
case may be (which approvals 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 its ability to
perform its obligations hereunder.
F. There is no action, proceeding or investigation pending or, to its
knowledge, threatened against it or any of its properties or assets that would
be reasonably expected to have an adverse effect on its ability to enter into
this Amendment No. 1 or to fulfill its obligations hereunder.
6. Severability of Provisions. 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.
7. Agreements to Remain in Full Force and Effect. 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.
8. Heading. The headings in this Amendment No. 1 are inserted for
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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.
9. Counterparts. 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.
10. Governing Law. This Amendment No. 1 shall be governed and
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construed in accordance with the laws of the State of Delaware.
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IN WITNESS WHEREOF, each of the parties has executed or consent this
Agreement be executed by its duly authorized officers as of the date first
written above.
AT&T WIRELESS PCS, INC.
By: /s/ X. Xxxxx
--------------------------------------
Name: Xxxxxxx Xxxxx
Title:
TWR CELLULAR, INC.
By: /s/ X. Xxxxx
--------------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
TELECORP PCS, INC.
By: /s/ Xxxxxx Xxxxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Executive Vice President
CASH EQUITY INVESTORS:
CB CAPITAL INVESTORS, L.P.
By: CP Capital Investors, Inc.,
its general partner
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: General Partner
NORTHWOOD VENTURES LLC
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: President
NORTHWOOD CAPITAL PARTNERS LLC
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxx
Title: President
ONE LIBERTY FUND III, L.P.
By: /s/ Xxxxxx X. XxXxxxxx, Xx.
------------------------------------
Name: Xxxxxx X. XxXxxxxx, Xx.
Title: General Partner
ONE LIBERTY FUND IV, L.P.
By: /s/ Xxxxxx X. XxXxxxxx, Xx.
-----------------------------------
Name: Xxxxxx X. XxXxxxxx, Xx.
Title: General Partner
MEDIA COMMUNICATIONS
INVESTORS LIMITED PARTNERSHIP
By: M/C Investor General Partner - J. Inc., its
general partner
By: /s/ Xxxxx X. Xxxx
-------------------------------
Name:
Title:
MEDIA/COMMUNICATIONS PARTNERS III LIMITED
PARTNERSHIP
By: M/CP III General Partner - J. Inc., a general
partner
By: M/CP III General Partner - J. Inc., a general
partner
By: /s/ Xxxxx X. Xxxx
-------------------------------
Name:
Title:
EQUITY-LINKED INVESTORS-II
By: XXXXX X. XXXXX ASSOCIATES II, its general
partner
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx, Xx.
Title: Attorney-in-fact
PRIVATE EQUITY INVESTORS III, L.P.
By: XXXXX X. XXXXX ASSOCIATES III, its general
partner
By: /s/ Xxxxx X. Xxxxx
---------------------------------
Name: Xxxxx X. Xxxxx, Xx.
Title: Attorney-in-Fact
XXXX COMMUNICATIONS PARTNERS, L.P.
By: HCP Investment, L.P., its general partner
By: Xxxx Partners, L.L.C., its general partner
By: /s/ Xxxxx Xxxx
---------------------------------
Name:
Title:
HCP CAPITAL FUND, L.P.
By: Xxxxx X. Xxxx & Co., its general partner
By: /s/ Xxxxx Xxxx
---------------------------------
Name:
Title:
ENTERGY TECHNOLOGY HOLDING COMPANY
By: /s/ Xxxx X. Xxxxx
---------------------------------
Name: Xxxx X. Xxxxx
Title: President
TORONTO DOMINION INVESTMENTS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
WHITNEY EQUITY PARTNERS, L.P.
By: X.X. Xxxxxxx Equity Partners, L.L.C.,Its
General Partner
By: /s/ Xxxxxxx Xxxxxxxx, Xx.
--------------------------------
Name:
Title:
WHITNEY STRATEGIC PARTNERS III, L.P.
By: X.X. Xxxxxxx Equity Partners III, L.L.C.,Its
General Partner
By: /s/ Xxxxxxx Xxxxxxxx, Xx.
--------------------------------
Name:
Title:
X.X. XXXXXXX III, L.P.
By: X.X. Xxxxxxx Equity Partners III, L.L.C.,Its
General Partner
By: /s/ Xxxxxxx Xxxxxxxx, Xx.
--------------------------------
Name:
Title:
GILDE INTERNATIONAL B.V.
By: /s/ Xxxxxx XxXxxxxx Xx.
--------------------------------------
Name: Xxxxxx XxXxxxxx, Xx.
Title: Attorney-in-Fact
/s/ Xxxxxx Xxxxxxxx
-----------------------------------------
Xxxxxx Xxxxxxxx
/s/ Xxxxxx Xxxxx
-----------------------------------------
Xxxxxx Xxxxx
MANAGEMENT STOCKHOLDERS:
/s/ Xxxxxx Xxxxxxxx
-----------------------------------------
Xxxxxx Xxxxxxxx
/s/ Xxxxxx Xxxxx
-----------------------------------------
Xxxxxx Xxxxx
SCHEDULE I
To Amendment No. 1 to Stockholders' Agreement
SCHEDULE XII to Stockholders' Agreement
Licenses included in clause (a) of the definition of "Business":
1. AT&T PCS Licenses; provided, that, the AT&T PCS Licenses shall not include
any portion of such Licenses covering Strafford County, New Hampshire within
the Boston- Providence MTA.
2. The TeleCorp Licenses
3. The Permitted Cellular Licenses
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EXHIBIT A
To Amendment No. 1 to Stockholders' Agreement
Amended and Restated Certificate of Incorporation: See Exhibit 3.1.
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SCHEDULE V
To Stockholders' Agreement
Puerto Rico Minimum Build Out Plan
SCHEDULE II to Amendment No.1
to Stockholders' Agreement
Year 11 1.16 million pops (30% of total pops) during the first year.
The initial deployment consists of launching the core urban and
suburban cities of the San Xxxx metropolitan area.
Puerto Rico
-----------
San Xxxx
Bayamon
Guaynabo
Caguas
Year 2 387,000 pops (10% of total pops) for an aggregate pop coverage of 40%.
Year 2 consists of launching secondary cities throughout Puerto Rico
and enhancing the coverage in all markets during the remainder of the
year.
Puerto Rico
-----------
Ponce
Arecibo
Humacao
Mayaguez
Year 3 581,000 pops (15% of total pops) for an aggregate pop coverage of 55%.
Year 3 consists of continuing to expand the secondary cities of Puerto
Rico and key cities to the Virgin Islands and the important associated
connected highways.
Puerto Rico
-----------
Gurabo
Cayey
Aguadilla
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/1/ The years are defined as the 12-month periods starting on the date the FCC
approves the transfer of the PCS licenses in the Puerto Rico MTA to TeleCorp.
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St. Xxxxxx
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Charlotte Amalie
Heavensight
St. Croix
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Christiansted
Year 4 581,000 pops (15% of total pops) for an aggregate pop coverage of 70%.
Year 4 consists of continuing to expand the secondary cities as well
as enhancing the coverage and capacity of the core areas.
Puerto Rico
-----------
Aguada
Quebradillas
Xxxxxxx
Virgin Islands
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Expansion of core areas in St. Xxxxxx and St. Croix
Year 5 193,000 pops (5% of total pops) for an aggregate pop coverage of 75%.
For all markets, year 5 consists of adding capacity sites and filling
in the remaining suburban areas bringing the total pop coverage to
75%.
This Puerto Rico Minimum Build Out Plan shall be deemed part of the
Minimum Build Out Plan constituting Schedule V to the Stockholders' Agreement;
provided, however, that all references to percentages of pops required to be
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covered as of various dates set forth on Schedule V attached to the Stockholders
Agreement before being amended hereby (the "Initial Schedule"), shall not
include pops from the Puerto Rico - U.S. Virgin Islands MTA. All percentages of
pops required to be covered in the Puerto Rico - U.S. Virgin Islands MTA shall
be measured separately from that in the Initial Schedule in accordance with this
Puerto Rico Minimum Build Out Plan.
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