EXHIBIT 1.2
May ____, 2000
The Selling Stockholders referred to herein
Ladies and Gentlemen:
We refer to a proposed Underwriting Agreement among US Unwired Inc. (the
"Company"), the underwriters named in Schedule I thereto (the "Underwriters"),
and the selling stockholders named in Schedule II thereto (the "Selling
Stockholders"). The Underwriting Agreement is still being negotiated, but the
most recent draft is attached hereto as Exhibit A.
The purpose of this letter is to memorialize certain agreements among the
Selling Stockholders and the Company with respect to the offering contemplated
by the Underwriting Agreement.
1. Expenses. Each Selling Stockholder will pay (or, if the Company has
paid or pays, will reimburse it for) the following:
. All fees, disbursements and expenses of his or her attorney (if
any).
. Any additional incremental expenses incurred in connection with
the registration or qualification of his or her shares under
state securities laws. (The Company estimates those expenses to
be one-tenth of one cent per share.)
. The SEC registration fee applicable to his or her shares. (This
fee is just under four-tenths of one cent per share.)
. The underwriting discounts and commissions applicable to his or
her shares. (The Company estimates these to not exceed $1.20 per
share. The Underwriters will deduct these
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amounts from the proceeds payable to the Selling Stockholders.)
2. Indemnification.
. Each Selling Stockholder agrees to indemnify the Company, its
directors, its officers who sign the Registration Statement and
each person, if any, who controls the Company within the meaning
of Section 15 of the Securities Act of 1933 or Section 20 of the
Securities Exchange Act of 1934 and each other Selling
Stockholder to the same extent as such Selling Stockholder agrees
in the Underwriting Agreement to indemnify the Underwriters, but
only with respect to information relating to such Selling
Stockholder furnished in writing by or in behalf of such Selling
Stockholder expressly for use in the Registration Statement, the
Prospectus or any preliminary prospectus. Each Selling
Stockholder acknowledges that the information that is set forth
on page __ of the preliminary prospectus dated May 11, 2000,
under the caption "PRINCIPAL AND SELLING STOCKHOLDERS--Selling
Stockholders" concerning such Selling Stockholder has been
supplied by or in behalf of such Selling Stockholder for that
purpose and is correct and complete.
. The Company agrees to indemnify each Selling Stockholder to the
same extent as it agrees in the Underwriting Agreement to
indemnify the Underwriters.
. The Company and the Selling Stockholders agree that Sections
8(c), 8(d), 8(e) and 8(f) of the Underwriting Agreement will
apply to the indemnifications contained in this letter agreement;
except that for the purpose of allocation between the Company, on
the one hand, and the Selling Stockholders, on the other hand,
pursuant to clause (ii) of Section 8(d) such allocation shall be
based on the relative benefits to the respective Sellers (which
term means, collectively, the Company and the Selling
Stockholders) and the relative fault of the respective Sellers.
For this purpose, the relative benefits received by the
respective Sellers shall be deemed to be in the same proportion
as the total net proceeds from the offering received by each of
them. The relative fault
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of the respective Sellers shall be determined by reference to,
among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the
Company, on the one hand, or the Selling Stockholders, on the
other hand (and, as among the Selling Stockholders, by which one
of them), and the relative intent, knowledge, access to
information and opportunity to correct or prevent such
misstatement or omission. Sellers agree that it would not be just
and equitable if contribution pursuant to Section 8(d) and the
provisions hereinabove were determined by pro rata allocation or
by any other method of allocation which does not take account of
the equitable considerations referred to in Section 8(d) and the
provisions hereinabove.
3. Underwriting Agreement. Each of the Selling Stockholders represents
that he or she has carefully read the Underwriting Agreement draft that is
attached and has gotten such legal advice concerning it and this letter as he or
she considered necessary. Each Selling Stockholder acknowledges that the
Company has urged him or her to get independent legal advice, and that neither
its inside nor outside lawyers are representing him or her. Each Selling
Stockholder confirms the accuracy as to him or her of the statements made in
Section 7 of the draft Underwriting Agreement.
4. Fees and Expenses of Enforcement
. If action is successfully taken against a Selling Stockholder by
the Company (or its officers, managers, directors and each
person, if any, who controls the Company within the meaning of
Section 15 of the Securities Act or Section 20 of the Securities
Exchange Act) or any other Selling Stockholder to enforce the
obligations of such Selling Stockholder under the Underwriting
Agreement or this letter agreement, such Selling Stockholder will
reimburse the persons taking such action for any and all fees
and expenses (including, without limitation, the fees and
disbursements of counsel) incurred by them in connection
therewith.
. If action is successfully taken by a Selling Stockholder against
the Company to enforce its obligations under the Underwriting
Agreement or this letter agreement, the Company will reimburse
such
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without limitation, the fees and disbursements of counsel)
incurred by such Selling Stockholder in connection therewith.
5. Several (Not Joint) Obligations: The obligations of the Selling
Stockholders under this letter agreement are several and not joint.
Please confirm our agreements by signing in the place provided below,
whereupon this letter agreement will become binding upon us and will be governed
by New York law (which is the law applicable to the Underwriting Agreement).
The miscellaneous provisions of Section 12 of the Underwriting Agreement shall
apply to this Agreement, mutatis mutandis. The agreements herein and in the
final Underwriting Agreement are the only agreements among Sellers with respect
to the subject matter hereof and thereof.
Sincerely,
US UNWIRED INC.
By:___________________________________
We confirm the foregoing.
_________________________________
Selling Stockholder
_________________________________
Selling Stockholder
_________________________________
Selling Stockholder
_________________________________
Selling Stockholder
