AGREEMENT DATED
FEBRUARY 8, 2001 BETWEEN
SUNSHINE PCS CORPORATION (THE "COMPANY")
AND XXXXX PCS CORPORATION A ("LPCS")
This will confirm the agreement between the Company and LPCS as
follows:
1. Immediately prior to the effective time of the registration
statement relating to the spin-off of the Class A common Stock of the Company
(the "Registration Statement") and contingent upon such effectiveness, LPCS will
contribute to the capital of Fortunet Communications, L.P. all indebtedness of
the Company to LPCS under Promissory Notes dated November 21, 1995 issued by
predecessors of, and assumed by, the Company, including all principal thereof,
all interest thereon and all commitment fees payable with respect thereto,
aggregating approximately $80.0 million at September 30, 2000.
2. In addition, concurrently therewith and contingent upon the
effectiveness of the Registration Statement, LPCS will make a cash contribution
of $250,000 to the Company in exchange for (a) the issuance by the Company to
LPCS of (i) $16.1 million principal amount of its subordinated promissory notes
in the form described in the Registration Statement; (ii) shares of its
preferred stock with a liquidation preference of $10.0 million and with the
additional rights, powers and preferences described in the Registration
Statement, and (iii) a warrant to purchase 4,300,000 shares of Class A Common
Stock of the Company at $0.75 per share in the form filed as an exhibit to the
Registration Statement; and (b) the issuance by the Company of warrants
providing for the issuance of certain additional securities of the Company, if
and when Cascade Investment LLC shall convert into common stock of Xxxxx
Interactive Corporation ("LIC") all or a portion of a certain Convertible
Promissory Note dated December 10, 1999 of LIC, all as more fully described in
the Registration Statement.
Sunshine PCS Corporation Xxxxx PCS Corporation A
By: ____________________ By: ___________________
Xxxxx X. Xxxxxxx Xxxxxx X. Xxxxx
President President
