EXHIBIT 10.29
SECOND AMENDMENT TO SHAREHOLDERS AGREEMENT
This Second Amendment to Shareholders Agreement ("Second Amendment") is
entered into as of _____________, 2000 among US Unwired Inc., a Louisiana
corporation (the "Company"), The 1818 Fund III, L.P., a Delaware limited
partnership (the "Fund"), TCW/Crescent Mezzanine Partners II, L.P.,
TCW/Crescent Mezzanine Trust II, TCW Shared Opportunity Fund II, L.P., TCW
Shared Opportunity Fund IIB, LLC, TCW Shared Opportunity Fund III, L.P., TCW
Leveraged Income Trust II, L.P., TCW Leveraged Income Trust, L.P., each of which
is a Delaware entity, and Xxxxx University Third Century Fund (collectively, the
"TCW Entities"), and the shareholders of the Company listed on the signature
pages hereto.
RECITALS
A. The Company, the Fund and the shareholders of the Company listed on
the signature pages hereto entered into that certain Shareholders
Agreement (the "Shareholders Agreement") dated as of October 29, 1999.
B. The parties to the Shareholders Agreement entered into that certain
First Amendment to Shareholders Agreement ("First Amendment") dated as
of February 15, 2000.
C. The parties to the Shareholders Agreement desire to amend the
Shareholders Agreement to increase the maximum permitted number of
members of the board of directors of the Company from 7 to 9.
NOW, THEREFORE, in consideration of mutual promises and agreements set
forth herein, the parties hereto agree as follows:
1. The first sentence of Section 3.1 of the Shareholders Agreement is
hereby amended to read as follows:
"Each Shareholder shall vote its or his shares of Common Stock or
Preferred Stock at any regular or special meeting of the Company (a
"Shareholders Meeting"), or in any written consent executed in lieu of
such a meeting of shareholders of the Company (a "Written Consent"),
and shall take all other reasonable actions necessary, to ensure that
the number of directors constituting the entire Board of Directors of
the Company (the "Board") shall be not greater than 9."
2. Except as expressly amended hereby, the terms and provisions of the
Shareholders Agreement, as amended by the First Amendment, shall continue in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
be executed and delivered individually or by the respective officers or partners
hereunto duly authorized as of the date above written.
US UNWIRED INC.
By ____________________________
Name:_____________________
Title:____________________
THE 1818 FUND III, L.P.
By: Xxxxx Brothers Xxxxxxxx & Co.,
its general partner
By:____________________________
Name:_____________________
Title:____________________
-------------------------------
Xxxxxxx X. Xxxxxxx, Xx.
-------------------------------
Xxxxxxx X. Xxxxxxx, Xx.
-------------------------------
Xxxx X. Xxxxxxx
-------------------------------
Xxxxxx X. Xxxxxxx
2
TCW Leveraged Income Trust, L.P.
By: TCW Investment Management Company, as investment Advisor
By: ____________________________________________
Name:
Title:
By: TCW Advisors (Bermuda), Ltd., as general partner
By: ____________________________________________
Name:
Title:
3
TCW Leveraged Income Trust II, L.P.
By: TCW Investment Management Company, as Investment Advisor
By: ___________________________________________
Name:
Title:
By: TCW (XXXX XX), L.P., as general partner
By: TCW Advisors (Bermuda), Ltd., as its general partner
By: ___________________________________________
Name:
Title:
4
TCW Shared Opportunity Fund III, L.P.
By: TCW Asset Management Company,
its Investment Advisor
By: ___________________________________________
Name:
Title
By: ___________________________________________
Name:
Title:
5
Shared Opportunity Fund IIB, LLC
By: TCW Asset Management Company,
its Investment Advisor
By: ___________________________________________
Name:
Title:
By: ___________________________________________
Name:
Title:
6
TCW Shared Opportunity Fund II, L.P.
By: TCW Investment Management Company,
its Investment Advisor
By: ___________________________________________
Name:
Title:
By: ___________________________________________
Name:
Title:
7
TCW/Crescent Mezzanine Partners II, L.P.
TCW/Crescent Mezzanine Trust II
By: TCW/Crescent Mezzanine II, L.P.
its general partner or managing owner
By: TCW/Crescent Mezzanine, L.L.C.
its general partner
By: ____________________________________________
Name:
Title:
8
XXXXX UNIVERSITY THIRD CENTURY FUND
By: ___________________________________________
Name: Xxxx Xxxxxxxxx,
its Investment Advisor
9
