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EXHIBIT 10.18
October 17, 2000
BACE Investments, LLC Xxxxxx X. Xxxxxxx
0000 Xxxxx Xxxxxx 1660 Xxxxxxx
Xxxxxx, XX 00000 Suite 1010
Xxxxxx, XX 00000
Black Diamond Capital, LLC
0000 Xxxxx Xxxx Xxxxx
Xxxxx X000
Xxxxxxx, XX 00000
Gentlemen:
This letter agreement sets forth the agreement among PentaStar
Communications, Inc. ("PentaStar"), BACE Investments, LLC ("BACE"), Black
Diamond Capital, LLC ("Black Diamond") and Xxxxxx X. Xxxxxxx ("Xxxxxxx") (BACE,
Black Diamond and Xxxxxxx are also collectively referred to as the "Founding
Shareholders" and individually referred to as a "Founding Shareholder")
concerning the 1,674,800 shares of PentaStar's common stock ("Common Stock")
owned by BACE, the 732,419 shares of Common Stock owned by Black Diamond and the
469,499 shares of Common Stock owned by Xxxxxxx (such 2,876,718 total shares of
Common Stock owned by BACE, Black Diamond and Xxxxxxx are hereinafter referred
to as the "Shares").
1. In order to further the mutual interests of the Founding
Shareholders and PentaStar, each Founding Shareholder hereby agrees with
PentaStar and the other Founding Shareholders as follows:
(a) Except as otherwise provided in this paragraph 1,
each Founding Shareholder agrees that such Founding
Shareholder will not sell any of the Shares (which shall
expressly include (i) any stock dividends issued by PentaStar
and attributable to the Shares during the term set forth in
this paragraph 1, and (ii) any shares of capital stock of
PentaStar issued or issuable as a result of stock splits) of
such Founding Shareholder for the period ending at 5:00 p.m.,
Denver, Colorado time on October 26, 2001. Moreover, PentaStar
shall not recognize any attempted sale of any of the Shares
during the period ending at 5:00 p.m., Denver, Colorado time
on October 26, 2001 which does not comply with this paragraph
1;
(b) Provided that the Shares of such Founding
Shareholder remain subject to the terms of this paragraph 1
following any sale authorized in this clause (b), a Founding
Shareholder may sell Shares of such Founding Shareholder
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BACE Investments, LLC
Black Diamond Capital, LLC
Xxxxxx X. Xxxxxxx
October 17, 2000
Page -2-
to any Founding Shareholder, provided that the recipient of
such Shares agrees in writing (in form and substance
reasonably satisfactory to PentaStar) to be bound by the
provisions of this paragraph 1 with respect to such Shares and
such writing is delivered to PentaStar prior to such transfer;
and
(c) Any Shares may also be sold at anytime pursuant
to a transaction (including, without limitation, a tender
offer, offer to merge or acquisition of PentaStar's equity
securities) involving an unaffiliated purchaser or acquiror
effected pursuant to a vote in favor of such transaction (i)
by a majority of the shareholders of PentaStar, if approval of
the transaction by shareholders of PentaStar is required by
applicable law, or (ii) by a majority of the members of the
Board of Directors of PentaStar, if approval of the
transaction by shareholders of PentaStar is not required by
applicable law.
2. This letter agreement can only be amended or terminated by
a writing executed by the Founding Shareholders and by PentaStar, after receipt
by PentaStar of approval of such amendment or termination by a majority of the
members of the Board of Directors of PentaStar who are not Founding Shareholders
or owners of Founding Shareholders.
If this letter agreement sets forth your agreement, please so
indicate by executing a copy and returning it to PentaStar.
Very truly yours,
PENTASTAR COMMUNICATIONS, INC.
By:/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Chief Executive Officer
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BACE Investments, LLC
Black Diamond Capital, LLC
Xxxxxx X. Xxxxxxx
October 17, 2000
Page -3-
Agreed and accepted this __17th____ day of October, 2000.
BACE INVESTMENTS, LLC
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx, Member
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, Member
BLACK DIAMOND CAPITAL, LLC
By: /s/ Xxxxx X. XxXxx
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Xxxxx X. XxXxx, Managing Member
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
