Exhibit 10.4
▇▇▇▇▇▇ COMMUNICATIONS CORPORATION
AMENDMENT NO. 1
dated February 8, 2001
to
STOCKHOLDER AND INVESTOR RIGHTS AGREEMENT
dated as of January 31, 2000
AMENDMENT NO. 1 TO STOCKHOLDER AND INVESTOR RIGHTS AGREEMENT
Amendment No. 1 (the "Amendment") dated as of February 8,
2001 by and among the Persons listed on Schedule I hereto and
▇▇▇▇▇▇ Communications Corporation, an Oklahoma corporation (the
"Company") to that certain Stockholder and Investor Rights
Agreement (the "Agreement"), dated as of January 31, 2000 by and
among the Persons listed on Schedule I thereto and the Company.
RECITALS
WHEREAS, the Company and AWS have entered into that certain
Stock Purchase Agreement dated as of November 6, 2000, as amended
by that certain Amendment No. 1 to Stock Purchase Agreement dated
February 8, 2001 (as amended, the "Purchase Agreement") pursuant
to which AWS will purchase from the Company 200,000 shares of the
Company's Series AA Preferred Stock, upon the terms and subject
to the conditions of the Purchase Agreement, which shares are,
subject to certain conditions, exchangeable for 200,000 shares of
the Company's Series A Convertible Preferred Stock; and
WHEREAS, the parties hereto desire to amend and supplement
the Agreement in the manner set forth in this Amendment; and
WHEREAS, capitalized terms used herein but not otherwise
defined shall have the meanings given such terms in the
Agreement.
NOW, THEREFORE, in consideration of the premises and the
mutual representations, warranties, covenants, conditions and
agreements hereinafter set forth, the parties agree, and the
Agreement is amended, as follows:
Section 1. Each reference to "this Agreement" and each
other similar reference contained in the Agreement shall from and
after the effective date hereof refer to the Agreement as amended
and supplemented hereby.
Section 2. Amendment to the Recitals. The Recitals to the
Agreement are hereby amended as follows:
(a) By deleting subsections (A), (B), and (C) thereof in
their entirety.
(b) By deleting the section reference "(D)" therein and
inserting in lieu thereof the section reference "(A)" and by
deleting the number "1/4" from subsection (A)(b)(ii) (as
renumbered) thereof.
(c) By deleting the section reference "(E)" therein and
inserting in lieu thereof the section reference "(B)".
(d) By deleting the word "and" immediately preceding
subsection (A)(b)(iv) thereof (as renumbered).
(e) By deleting the number "4,726,000" in subsection
(A)(b)(iv) thereof (as renumbered) and inserting in lieu thereof
the number "4,326,000".
(f) By inserting immediately after subsection (A) (iv)
thereof (as renumbered) new subsections (v) and (vi) as follows:
"(v) 200,000 shares have been designated as Series A
Convertible Preferred Stock; and
(vi) 200,000 shares have been designated Series AA
Preferred Stock"
Section 3. Amendment to Article 1. Article 1 of the
Agreement is hereby amended as follows:
(a) By inserting before "Closing Price" but after "Class E
Preferred Stock" a new definition "Closing Date" as follows:
"Closing Date" shall mean the date of the Closing under
the Stock Purchase Agreement (the "Purchase Agreement")
dated as of November 6, 2000, between AWS and the
Company, as amended pursuant to Amendment No. 1 to Stock
Purchase Agreement dated as of February 8, 2001, between
such same parties.
(b) By inserting before "Closing Date" but after "Class E
Preferred Stock" a new definition "Closing" as follows:
"Closing" shall have the meaning given such term in the
Purchase Agreement.
(c) By inserting before "control" but after "confidential
information" a new definition "Conflict Market Report" as
follows:
"Conflict Market Report" means a written notice
specifying (a) each Cellular System MSA or RSA in which
AWS or its Affiliates owns either a controlling
interest, or at least a 5% non-controlling ownership
interest, or any other attributable interest (within the
meaning of the rules of the FCC) and (b) each PCS System
MSA or RSA in which AWS or its Affiliates have a
controlling interest or at least a 20% non-controlling
ownership interest or any other attributable interest
(within the meaning of the rules of the FCC).
(d) By inserting before "Credit Agreements" but after
"control" new definitions as follows:
"Co-Sale" has the meaning given to such term in Section
3.7(a) hereof."
"Co-Sale Acceptance Notice" has the meaning given to such
term in Section 3.7(a) hereof."
"Co-Sale Election Period" has the meaning given such term
in Section 3.7(a) hereof."
"Co-Sale Notice" has the meaning given to such term in
Section 3.7(a) hereof."
"Co-Sale Option" has the meaning given to such term in
Section 3.7(a) hereof."
"Co-Sale Right" has the meaning given to such term in
Section 3.7(a) hereof."
(e) By inserting before "FCC" but after "Exchangeable PIK
Preferred Stock" a new definition "Exempt Issuances" as follows:
"Exempt Issuances" has the meaning given to such term in
Section 3.6(b) hereof.
(f) By inserting before "GAAP" but after "FCC Order" a new
definition "FCC Re-Auction" as follows:
"FCC Re-Auction" shall mean the auction (Auction No. 35)
by the FCC of 422 licenses for broadband PCS spectrum
covering 195 BTAs and consisting of 312 C block 10 MHz
licenses, 43 C block 15 MHz licenses and 67 F block 10
MHz licenses, currently scheduled for December 12, 2000.
(g) By inserting into the definition of "Preferred Stock"
after the words "Senior PIK Preferred Stock" the phrase ", Series
A Preferred Stock and Series AA Preferred."
(h) By inserting before "Senior PIK Preferred Stock" but
after "Securities Act" a new definition "Selling Stockholder" as
follows:
"Selling Stockholder" has the meaning given to such term
in Section 3.7(a) hereof.
(i) By inserting before "Stockholders" but after "Senior
PIK Preferred Stock" the definitions "Series AA Certificate of
Designation" and "Series A Certificate of Designation", as
follows:
"Series AA Certificate of Designation" shall mean the
Certificate of the Powers, Preferences and Relative,
Optional and Other Special Rights of Series AA Preferred
Stock and the Qualifications, Limitations and
Restrictions thereof, authorizing the Series AA Preferred
Stock pursuant to the Restated Certificate, as amended.
"Series A Certificate of Designation" shall mean the
Certificate of Designation of the Powers, Preferences and
Relative, Optional and Other Special Rights of Series A
Preferred Stock and Qualifications, Limitations and
Restrictions thereof, authorizing the Series A Preferred
Stock pursuant to the Restated Certificate, as amended.
(j) By inserting before "Stockholders" but after "Series A
Certificate of Designation" the definitions "Series AA Preferred"
and "Series A Preferred Stock" as follows:
"Series AA Preferred" shall mean shares of Series AA
preferred Stock, par value $1.00 per share, of the
Company.
"Series A Preferred Stock" shall mean shares of Series A
Convertible Preferred Stock, par value $1.00 per share,
of the Company.
(k) By deleting the definition of "Logix Communications".
(l) By amending the definition of "POPs" by deleting the
phrase "Equifax Marketing Decision Systems, Inc." and inserting
in lieu thereof the phrase "▇▇▇▇ ▇▇▇▇▇ Cellular Telephone
Atlas".
(m) By amending the definition of "Restated Bylaws" by
deleting the phrase "as of the IPO Date" and inserting in lieu
thereof the phrase "as of the Closing Date".
(n) By amending the definition of "Restated Certificate" by
deleting the phrase "as of the IPO Date" and inserting in lieu
thereof the phrase "as of the Closing Date".
(o) By deleting the following phrase from the definition of
"Affiliate":
"Logix Communications will not be deemed to be part of
the Company or an Affiliate of the Company for purposes
of this Agreement, and".
(p) By inserting before "PCS System" but after "NASDAQ" a
new definition "New Securities" as follows:
"New Securities" shall mean (a) Equity Securities and (b)
debt securities, options, warrants, and other rights,
convertible or exercisable into Equity Securities.
(q) By inserting before "FCC" but after "Exempt Issuances"
a new definition "Existing Major Stockholder Affiliate" as
follows:
"Existing Major Stockholder Affiliate" means any Person
directly or indirectly controlled by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
other than the Company or any of its Subsidiaries. For
purposes of this definition, a Family Member shall be
considered an Existing Major Stockholder Affiliate.
(r) By inserting before "FCC" but after "Existing Major
Stockholder Affiliate" a new definition "Family Member" as
follows:
"Family Member" means ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇'▇ spouse,
children (including stepchildren or adopted children) and
each trust, family limited partnership or other entity
created for the primary benefit of any one or more of
them.
Section 4. Amendment to Article 2. Article 2 of the
Agreement is hereby amended as follows:
(a) By inserting at the beginning of subsection 2.1(b)
thereof the following:
"AWS hereby acknowledges and agrees that, in the event
that the Board of Directors will consider, discuss or
vote upon any matter involving a potential event of a
conflict of interest between AWS or its Affiliates and
the Company, it will cause any director selected pursuant
to Section 2.1(a)(ii) above to recuse himself from the
meeting during the period of such consideration and
discussion and abstain from any vote to be taken by the
Board of Directors concerning such matter. Furthermore,".
Section 5. Amendment to Article 3. Article 3 of the
Agreement is hereby amended as follows:
(a) By inserting the subsection reference "(a)" immediately
prior to the word "Notwithstanding" in the first line of Section
3.1.
(b) By inserting a new subsection 3.1(b) as follows:
"(b) Neither AWS nor any Affiliate of AWS shall
Transfer, directly or indirectly, any shares of Series
AA Preferred or Series A Preferred Stock to any
competitor of the Company unless such Transfer is
approved by a duly adopted resolution of the Board of
Directors of the Company."
(c) By inserting after Section 3.2 but before Section 3.3, a
new Section 3.3 as follows and by redesignating Sections 3.3 and
3.4 as Sections 3.4 and 3.5, respectively:
"3.3 Transfer and Conversion of Series A Preferred
Stock. AWS covenants and agrees that, until the first
anniversary of the Closing Date, AWS will not Transfer
any shares of Series AA Preferred or Series A Preferred
Stock held by it without the prior written approval of
the Board of Directors, other than Transfers (i) to an
Affiliate; provided any Affiliate of AWS shall Transfer
all shares of Series AA Preferred or Series A Preferred
Stock, as the case may be, held by it to AWS or another
Affiliate of AWS immediately prior to it ceasing to be an
Affiliate of AWS; (ii) pursuant to a tender or exchange
offer (as evidenced by a duly adopted resolution of the
Board of Directors), (iii) to the Company, (iv) pursuant
to the terms and conditions of a merger or consolidation
to which the Company is a party, or (v) pursuant to the
Exchange Agreement, dated as of February 8, 2001, between
the Company and AWS (the "Exchange Agreement"). AWS
further covenants and agrees that it shall not distribute
or otherwise Transfer any shares of Series AA Preferred
or Series A Preferred Stock held by it to partners,
investors, or stockholders until it has given irrevocable
written notice to the Company and, if applicable, to the
Company's transfer agent for the Series A Preferred
Stock, of the conversion pursuant to Section 7 of the
Series A Certificate of Designations of shares of Series
A Preferred Stock to be distributed or Transferred into
shares of the Company's Class A Common Stock."
(d) By adding the following sentence immediately following
the last sentence of Section 3.4 (as renumbered):
"Any transferee of shares of Series AA Preferred or
Series A Preferred Stock pursuant to any Transfer made in
violation of this Article 3 shall have no rights as a
Stockholder of the Company and no other rights against or
with respect to the Company except, in the case of Series
A Preferred Stock, the right to receive shares of Class A
Common Stock upon the conversion of such transferred
shares of Series A Preferred Stock."
(e) By deleting in the first sentence in Section 3.5(b) (as
renumbered) the section reference "Section 3.3" and inserting in
lieu thereof the section reference "Section 3.5".
(f) By adding a new Section 3.6 as follows:
"3.6 Limited Rights of First Offer.
(a) Until such time as AWS ceases to hold at
least the Minimum Equity Ownership, if at any time
after the date hereof the Company authorizes the
issuance or sale of any New Securities, other than an
Exempt Issuance, the Company shall first offer to sell
to AWS, subject to the rights of JWC under Section 3.5
of this Agreement, a portion of the New Securities to
be issued equal to the number of New Securities to be
issued or sold multiplied by the quotient obtained by
dividing (1) the number of shares of Common Stock then
held by AWS (on a fully diluted, as-if converted
and/or, with respect to the Series AA Preferred,
exchanged and then converted basis) by (2) the total
number of shares of Common Stock of the Company
outstanding on a fully diluted, as-if converted basis.
AWS shall be entitled to purchase such New Securities
at the same price and on the same terms as such New
Securities are to be offered to any Person. The
purchase price for all New Securities offered to AWS
hereunder shall be payable in cash.
(b) In order to exercise its purchase rights
hereunder, AWS must within 10 days after receipt of
written notice from the Company describing in
reasonable detail the New Securities, the purchase
price thereof, the payment terms and AWS' percentage
allotment, deliver a written notice to the Company
describing AWS' election to purchase such New
Securities pursuant to the terms hereof.
(c) Upon the expiration of the offering period
described above, the Company shall be entitled to sell
the New Securities which AWS has not elected to
purchase during the 180 days following such expiration
at a price not less, and on other terms and conditions
no more favorable to the purchasers thereof, than that
offered to AWS. Any New Securities offered or sold by
the Company after such 180-day period must be reoffered
to AWS pursuant to the terms of this Section 3.6.
(d) For purposes of this Agreement, "Exempt
Issuance" shall mean any issuance (i) of Series AA
Preferred Stock at the Closing as contemplated by the
Purchase Agreement or any other preferred stock issued
to AWS in connection with the transactions contemplated
by the Purchase Agreement, including the exchange of
Series AA Preferred Stock for Series A Preferred Stock
(ii) of New Securities upon conversion or exercise of,
or in exchange for, any Equity Securities or debt
securities of the Company or any options, warrants or
other rights to acquire securities of the Company,
(iii) to employees, officers, directors and consultants
of the Company and its Subsidiaries pursuant to the
terms of plans approved by the Board of Directors or
otherwise, (iv) of the Company's securities as
consideration for the acquisition of another Person or
business, (v) as a pro rata distribution with respect
to the Company's Equity Securities, (vi) pursuant to
any securities split, securities dividend,
recapitalization or reorganization that does not dilute
the economic interest of any holder of New Securities,
(vii) of New Securities issued to a lender in
connection with its loan to the Company or any of its
Subsidiaries or to investors in connection with an
offering of the Company consisting of high yield debt
securities or preferred stock or warrants or equity
securities, (viii) of shares of Equity Securities
issuable to the holders of the Preferred Stock in
payment of accrued dividends thereon, (ix) of Special
Parity Stock (as defined in the Series A Certificate of
Designation), (x) of a class of Common Stock in
exchange for another class of Common Stock in
accordance with the provisions of the Restated
Certificate, as amended and (xi) pursuant to an
offering to the public registered under the Securities
Act."
(g) By adding a new Section 3.7 as follows:
"3.7 Limited Rights of Co-Sale.
(a) Until such time as AWS ceases to hold at least the
Minimum Equity Ownership, if the ▇▇▇▇▇▇ Partnership,
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ or any Existing Major Stockholder
Affiliate proposes to sell to any Person (other than
(i) to any Existing Major Stockholder Affiliate or to
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, (ii) in a public sale or a sale
subject to Rule 144 of the Securities Act or (iii)
sales of Common Stock in an aggregate amount up to ten
percent (10%) of the aggregate shares of Common Stock
issued and outstanding at any time pursuant to
customary forward sales contracts or other similar
arrangements with major investment banking
institutions) (each a "Co-Sale"), any of the shares of
Common Stock held by such Person (the "Co-Sale
Shares"), then such Person (the "Selling Stockholder")
shall promptly give written notice (the "Co-Sale
Notice") to AWS of its right to participate in the Co-
Sale (the "Co-Sale Option"). The Co-Sale Notice shall
set forth in reasonable detail the proposed sale or
transfer, including, without limitation, the number of
Co-Sale Shares to be sold or transferred, the nature of
such sale or transfer, the consideration to be paid,
and the name and address of each prospective purchaser
or transferee. AWS shall have the right to exercise
its Co-Sale Option by giving written notice of such
intent to participate in the Co-Sale (the "Co-Sale
Acceptance Notice") to the Selling Stockholder within
ten (10) days after receipt by AWS of the Co-Sale
Notice (the "Co-Sale Election Period"). Each Co-Sale
Acceptance Notice shall indicate the maximum number of
shares of Common Stock which AWS wishes to sell in the
Co-Sale.
(b) AWS shall have the right to sell that portion of
its shares of Common Stock in the Co-Sale which is
equal to or less than the product obtained by
multiplying (i) the total number of shares of Common
Stock available for sale to the buyer in the Co-Sale by
(ii) a fraction, the numerator of which is the total
number of shares of Common Stock then held by AWS (on a
fully diluted, as if converted basis and/or, with
respect to the Series AA Preferred, exchanged and then
converted basis) and the denominator of which is the
total number of shares of Common Stock then held by AWS
and the Selling Stockholder (each on a fully diluted,
as if converted basis), in each case as of the date of
the Co-Sale Acceptance Notice. In the event AWS does
not elect to sell the full amount of the shares of
Common Stock which AWS is entitled to sell pursuant to
this Section 3.7, then the Selling Stockholder shall
have the right to sell in the Co-Sale any shares of
Common Stock not elected to be sold by AWS. AWS shall
have the right to convert shares of Series A Preferred
Stock into the number of shares of Common Stock to be
sold by AWS pursuant to the Co-Sale Option subject to
the condition that the sale of such shares of Common
Stock are purchased by the buyer or the Selling
Stockholder in accordance with this Section 3.7.
(c) Within ten (10) calendar days after the end of the
Co-Sale Election Period, the Selling Stockholder shall
promptly notify AWS of the number of shares of Common
Stock held by AWS that will be included in the Co-Sale
and the date on which the Co-Sale will be consummated,
which shall be no later than the later of (i) thirty
(30) calendar days after the end of the Co-Sale
Election Period and (ii) ten (10) days after the
satisfaction of any governmental approval or filing
requirements, if any.
(d) AWS may effect its participation in any Co-Sale
hereunder by delivery to the buyer, or to the Selling
Stockholder for delivery to the buyer, of one or more
instruments or certificates, properly endorsed for
transfer, representing the shares of Common Stock it
elects to sell pursuant thereto. At the time of
consummation of the Co-Sale, the buyer shall remit
directly to AWS that portion of the sale proceeds to
which AWS is entitled by reason of its participation
with respect thereto. No shares of Common Stock may be
purchased by the buyer from the Selling Stockholder
unless the buyer simultaneously purchases from AWS all
of the shares of Common Stock that it is entitled to
sell pursuant to Section 3.7(b); provided, however,
that in the event that the buyer refuses to purchase
shares of Common Stock from AWS, the Selling
Stockholder shall be permitted to consummate the Co-
Sale as long as simultaneously with the closing of the
Co-Sale the Selling Stockholder purchases from AWS, on
the same terms and conditions as would have applied to
the sale of shares of Common Stock by AWS to the buyer
in the Co-Sale, all of the shares of Common Stock which
AWS was entitled to sell in the Co-Sale.
(e) Any shares of Common Stock held by a Selling
Stockholder which are the subject of the Co-Sale that
the Selling Stockholder desires to sell following
compliance with this Section 3.7 may be sold to the
buyer only during the period specified in Section
3.7(c) and only on terms no more favorable to the
Selling Stockholder than those contained in the Co-Sale
Notice. Promptly after such sale, the Selling
Stockholder shall notify the Company, which in turn
shall promptly notify AWS, of the consummation thereof
and shall furnish such evidence of the completion and
time of completion of the sale and of the terms
thereof. In the event that the Co-Sale is not
consummated within the period required by this Section
3.7 or the buyer fails timely to remit to AWS its
respective portion of the sale proceeds, the Co-Sale
shall be deemed to lapse, and any sale of shares of
Common Stock pursuant to such Co-Sale shall be deemed
to be in violation of the provisions of this Agreement
unless the Selling Stockholder once again complies with
the provisions of this Section 3.7.
(f) The provisions of this Section 3.7 shall not apply
to any transfer of shares by the ▇▇▇▇▇▇ Partnership or
its Affiliates of Company Stock to Major Telecom
Competitors, which transfers shall remain subject to
the provisions of Section 3.1 hereof.
(h) By adding a new Section 3.8 as follows:
"3.8 Prohibition of Issuances of New Securities.
Until such time as AWS ceases to hold at least a
majority of the shares of Series A Preferred Stock
issued to it upon the exchange for 200,000 shares of
Series AA Preferred issued to AWS on the Closing Date,
the Company will not, without the prior written
consent of AWS, issue New Securities to any Major
Telecom Competitor; further, until such time as AWS
ceases to hold at least a majority of the Series AA
Preferred issued to AWS on the Closing Date, the
Company will not, without the prior written consent of
AWS, issue New Securities to any Major Telecom
Competitor."
Section 6. Amendment to Article 4. Article 4 of the
Agreement is hereby amended by deleting in Section 4.1(a)(i)(C)
the word "one" and inserting in lieu thereof the word "three".
Section 7. Amendment to Article 5. Article 5 of the
Agreement is hereby amended by adding a new Section 5.6 as
follows:
"5.6. Acquisition of Cellular and PCS Licenses. Until
such time as AWS ceases to Beneficially Own at least
the Minimum Equity Ownership, neither the Company nor
any of its Subsidiaries shall acquire Cellular System
licenses or PCS System licenses for markets where, as
of the date such acquisition agreement was entered
into, the acquisition of such licenses by the Company
would, based solely upon the most recently delivered
Conflict Market Report delivered by AWS to the Company,
result in an FCC Conflict."
Section 8. Miscellaneous.
(a) The provisions of Article 9 (other than Section 9.15) of
the Agreement, as in effect on the date hereof, are hereby
incorporated herein by reference, mutatis mutandis, as if set
forth herein in full.
(b) Section 9.15 of the Agreement is hereby amended by
adding the following at the end of the last sentence thereof:
"provided, however, that if an FCC Conflict results
from an ownership interest of (i) a partnership in
which AWS is a partner or other entity in which AWS
owns an attributable interest (within the meaning of
the rules of the FCC), (ii) AWS or (iii) an Affiliate
of AWS and (x) none of the Company's Chief Executive
Officer, Chief Financial Officer or Senior Counsel had
any knowledge that prior to the date that the Company
became contractually committed to acquire the Cellular
System license or PCS System license that such
acquisition would cause such FCC Conflict and (y) such
potential FCC Conflict was not evident from the
Conflict Market Report, then AWS shall be required to
take the actions necessary so that the FCC Conflict no
longer exists; it being expressly understood that
knowledge acquired during the FCC Re-Auction of the
bidding conduct of AWS, an Affiliate of AWS or any
other entity in which AWS has an ownership interest,
shall not be deemed prior knowledge for purposes of
this Section 9.15."
(c) Except to the extent amended or supplemented by this
Amendment, all provisions of the Agreement are and shall remain
in full force and effect and are hereby satisfied and confirmed
in all respects, and the execution, delivery and effectiveness of
this Amendment shall not operate as a waiver or amendment of any
provision of the Agreement not specifically amended or
supplemented by this Amendment.
IN WITNESS WHEREOF, each of the parties has executed or
caused this Amendment to be executed by its duly authorized
offices as of the date first written above.
STOCKHOLDERS:
▇▇▇▇▇▇ ▇▇ LIMITED PARTNERSHIP
By: RLD, Inc., its General Partner
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
▇.▇. CHILDS EQUITY PARTNERS II, L.P.
By: ▇.▇. Childs Advisors II, L.P.,
its general partner
By: ▇.▇. Childs Associates, L.P.,
its general partner
By: ▇.▇. Childs Associates, Inc.,
its general partner
By: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title:
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, as agent and Attorney-in-fact
for the JWC Group Stockholders under Purchaser
Appointment of Agent and Power of Attorney
and not in his individual capacity
AT&T WIRELESS SERVICES, INC.
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title:
COMPANY:
▇▇▇▇▇▇ COMMUNICATIONS CORPORATION
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chief Executive Officer
Schedule I
Stockholders:
▇▇▇▇▇▇ ▇▇ Limited Partnership
c/▇ ▇▇▇▇▇▇ Communications Corporation
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇.▇. Childs Equity Partners II, L.P.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇
JWC Group Stockholders:
(See Attached sheet)
AT&T Wireless Services, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: General Counsel
Company:
▇▇▇▇▇▇ Communications Corporation
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