-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, URsCgwDnSXJwwRBSJtrjShX9e/U5xTh6CkIpKW+SRqZq+nSnqHLUY13lgTl6PudI 2bWGwSvg8kzc6smneKZfnQ== 0000940180-99-001201.txt : 19991018 0000940180-99-001201.hdr.sgml : 19991018 ACCESSION NUMBER: 0000940180-99-001201 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991013 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TELECORP PCS INC CENTRAL INDEX KEY: 0001089341 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 541872248 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-81313 FILM NUMBER: 99727508 BUSINESS ADDRESS: STREET 1: 1010 N GLEBE ROAD STREET 2: SUITE 800 CITY: ARLINGTON STATE: VA ZIP: 22201 BUSINESS PHONE: 7032361100 MAIL ADDRESS: STREET 1: 1010 N GLEBE ROAD STREET 2: SUITE 800 CITY: ARLINGTON STATE: VA ZIP: 22201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TELECORP COMMUNICATIONS INC CENTRAL INDEX KEY: 0001092935 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 522105807 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-81313-01 FILM NUMBER: 99727509 BUSINESS ADDRESS: STREET 1: 1010 N GLEBE ROAD STREET 2: SUITE 800 CITY: ARLINGTON STATE: VA ZIP: 22201 BUSINESS PHONE: 7032361100 MAIL ADDRESS: STREET 1: 1010 N GLEBE ROAD STREET 2: SUITE 800 CITY: ARLINGTON STATE: VA ZIP: 22201 S-4/A 1 AMENDMENT NO. 6 TO FORM S-4 As filed with the Securities and Exchange Commission on October 13, 1999 Registration No. 333-81313 Registration No. 333-81313-01 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ______________ AMENDMENT NO. 6 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________ TeleCorp PCS, Inc. (Exact name of registrant as specified in its charter) Delaware 4812 54-1872248 (State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer of incorporation or organization) Classification Code Number) Identification No.)
______________ TeleCorp Communications, Inc. (Exact name of registrant as specified in its charter) Delaware 4812 52-2105807 (State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer of incorporation or organization) Classification Code Number) Identification No.)
______________ 1010 N. Glebe Road Suite 800 Arlington, VA 22201 (703) 236-1100 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ______________ Thomas H. Sullivan, P.C. Executive Vice President and Chief Financial Officer TeleCorp PCS, Inc. 1010 N. Glebe Road, Suite 800 Arlington, VA 22201 (703) 236-1122 (Name, address, including zip code, and telephone number, including area code, of agent for service) ______________ Copies to: Dov T. Schwell, Esq. McDermott, Will & Emery 50 Rockefeller Plaza New York, NY 10020 (212) 547-5400 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] ___________________________________ The Registrant hereby amends this Registration Statement on the date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall then become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on the date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. EXPLANATORY NOTE This Amendment No. 6 is being filed solely for the purpose of filing the exhibits indicated in Part II. ii PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the Delaware General Corporation Law ("DGCL") provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person's conduct was unlawful. Section 145 further provides that a corporation similarly may indemnify the person serving in that capacity who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor, against expenses actually and reasonably incurred by the person in connection with the defense or settlement of the action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which the person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which the action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for the expenses which the Court of Chancery or other court shall deem proper. The provisions regarding indemnification and advancement of expenses under Section 145 of the DGCL shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, stockholders' or disinterested directors' vote or otherwise. Section 102(b)(7) of the DGCL permits a corporation to include in its certificate of incorporation a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that the provision shall not eliminate or limit the liability of a director: (i) for any breach of the director's duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under Section 174 of the DGCL (relating to unlawful payment of dividends and unlawful stock purchase and redemption); or (iv) for any transaction from which the director derived an improper personal benefit. As permitted by Section 145(e) of the DGCL, our Third Amended and Restated Certificate of Incorporation and our Amended and Restated Laws provide that we shall indemnify our directors and officers, and, to the extent our board at any time authorizes, incorporators, employees or agents, as such, to the fullest extent permitted by applicable law, and that expenses reasonably incurred by any officer or director or other person entitled to indemnification in connection with a threatened or actual action or proceeding shall be advanced or promptly reimbursed by us in advance of the final disposition of the action or proceeding, provided that, if required to do so under the DGCL, we receive an undertaking by or on behalf of the officer or director or other person to repay the amount if and to the extent that it is ultimately determined by final judicial decision from which there is no further right of appeal that the officer or director or other person is not entitled to indemnification. Our Third Amended and Restated Certificate of Incorporation provides that the rights are not exclusive. II-1 ITEM 21. EXHIBITS AND FINANCIAL SCHEDULES. (a) The following exhibits are, unless indicated below, filed herewith. EXHIBIT INDEX
Exhibit Number Description of Document - ------------ ---------------------------------------------------------------------------------- 3.1 Third Amended and Restated Certificate of Incorporation, dated May 14, 1999, of TeleCorp PCS, Inc. 3.1.2 Certificate of Incorporation, dated June 19, 1998, of TeleCorp Operating Company, Inc. 3.1.3 Certificate of Amendment of the Certificate of Incorporation, dated July 9, 1998, of TeleCorp Operating Company, Inc. 3.1.4 Amendment No. 1 to the Third Amended and Restated Certificate of Incorporation, filed August 27, 1999, of TeleCorp PCS, Inc. 3.1.5 Fourth Amended and Restated Certificate of Incorporation, filed August 27, 1999, of TeleCorp PCS, Inc. 3.2 Amended and Restated Bylaws, dated July 17, 1998, of TeleCorp PCS, Inc. 3.3 Bylaws of TeleCorp Communications, Inc. 4.1 Indenture, dated as of April 23, 1999, by and between Bankers Trust Company, as trustee, and TeleCorp PCS, Inc. relating to the 11 5/8% Senior Subordinated Discount Notes due 2009 5.1* Opinion of McDermott, Will & Emery regarding the legality of the securities being registered 10.1 Note Purchase Agreement by and between TeleCorp PCS, Inc. and Lucent Technologies, Inc., dated as of May 11, 1998 10.2 General Agreement for Purchase of PCS Systems and Services by and between TeleCorp PCS, Inc. and Lucent Technologies, Inc., dated as of May 12, 1998, as amended 10.3 Securities Purchase Agreement by and among TeleCorp PCS, Inc., AT&T Wireless PCS Inc, TWR Cellular, Inc. and certain Cash Equity Investors, TeleCorp Investors and Management Stockholders identified, dated as of January 23, 1998 10.4.1 Network Membership License Agreement by and among AT&T Corp., including AT&T Wireless Services, Inc., and TeleCorp PCS, Inc., dated as of July 17, 1998 10.4.2 Amendment No. 1 to Network Membership License Agreement, dated March 30, 1999 10.5.1 Management Agreement by and between TeleCorp Management Corp. and TeleCorp PCS, Inc., dated as of July 17, 1998 10.5.2 Amendment No. 1 to the Management Agreement between TeleCorp Management Corp. and TeleCorp PCS, Inc., dated as of May 25, 1999 10.6.1 Intercarrier Roamer Service Agreement by and between AT&T Wireless Services, Inc. and TeleCorp PCS, Inc., dated as of July 17, 1998
II-2
Exhibit Number Description of Document - ------------ ---------------------------------------------------------------------------------- 10.6.2 Amendment No. 1 to Intercarrier Roamer Service Agreement, dated May 25, 1999 10.7 Roaming Administration Service Agreement by and between AT&T Wireless Services, Inc. and TeleCorp PCS, Inc., dated as of July 17, 1998 10.8.1 Credit Agreement by and among TeleCorp PCS, Inc., the Lenders party to, and the Chase Manhattan Bank, as Administrative Agent and Issuing Bank, TD Securities (USA) Inc., as Syndication Agent, and Bankers Trust Company, as Documentation Agent, dated as of July 17, 1998 (the "Credit Agreement") 10.8.2 First Amendment, Consent, and Waiver to the Credit Agreement, dated as of December 18, 1998 10.8.3 Second Amendment and Waiver to the Credit Agreement, dated as of March 1, 1999 10.8.4 Third Amendment to the Credit Agreement, dated as of March 30, 1999 10.8.5 Fourth Amendment to the Credit Agreement, dated as of March 31, 1999 10.8.6 Fifth Amendment and Acceptance to the Credit Agreement, dated as of April 7, 1999 10.8.7 Sixth Amendment to the Credit Agreement, dated as of April 7, 1999 10.8.8 Seventh Amendment to the Credit Agreement, dated as of May 21, 1999 10.9 Stock Purchase Agreement by and among TeleCorp PCS, Inc., AT&T Wireless PCS, Inc. and certain Cash Equity Investors identified in, dated as of March 22, 1999 10.9.1 Amendment No. 1 to Stock Purchase Agreement by and among TeleCorp PCS, Inc., AT&T Wireless PCS, Inc. and Cash Equity Investors, dated as of March 30, 1999. 10.9.2 Amendment No. 2 to Stock Purchase Agreement by and among TeleCorp PCS, Inc., AT&T Wireless PCS, Inc. and Cash Equity Investors, dated as of April 6, 1999. 10.9.3 Amendment No. 3 to Stock Purchase Agreement by and among TeleCorp PCS, Inc., AT&T Wireless PCS, Inc. and Cash Equity Investors, dated as of May 14, 1999. 10.9.4 Amendment No. 4 to Stock Purchase Agreement by and among TeleCorp PCS, Inc., AT&T Wireless PCS, Inc. and Cash Equity Investors, dated as of July 15, 1999. 10.10 Stock Purchase Agreement by and among Viper Wireless, Inc., TeleCorp Holding Corp., Inc. and TeleCorp PCS, Inc., dated as of March 1, 1999 10.11 Puerto Rico Stock Purchase Agreement by and among TeleCorp PCS, Inc., Puerto Rico Acquisition Corp. and certain Management Stockholders and Cash Equity Investors, dated as of March 30, 1999 10.12 Letter of Agreement by and between AT&T Wireless Services, Inc. and TeleCorp Communications, Inc., dated as of December 21, 1998
II-3
Exhibit Number Description of Document - ------------ ---------------------------------------------------------------------------------- 10.13 Asset Purchase Agreement, dated May 25, 1999, by and between AT&T Wireless PCS Inc. and TeleCorp PCS, Inc. 10.14 Preferred Stock Purchase Agreement, dated May 24, 1999, by and between AT&T Wireless PCS Inc. and TeleCorp PCS, Inc. 10.15 License Acquisition Agreement, dated May 15, 1998, by and between Mercury PCS II, LLC and TeleCorp PCS, Inc. 10.16 License Acquisition Agreement, dated May 15, 1998, by and between Wireless 2000, Inc. and TeleCorp PCS, Inc. 10.17.1 Stockholders' Agreement, dated as of July 17, 1998, by and among AT&T Wireless PCS, Inc., TWR Cellular, Inc., Cash Equity Investors, Management Stockholders, and TeleCorp PCS, Inc. 10.17.2 Amendment No. 1 to the Stockholders' Agreement, dated March 30, 1999 10.18 Purchase Agreement, dated April 20, 1999, by and among Chase Securities Inc., BT Alex. Brown Incorporated, Lehman Brothers Inc., TeleCorp PCS, Inc. and TeleCorp Communications, Inc. 10.19 Exchange and Registration Rights Agreement, dated April 23, 1999, by and among Chase Securities Inc., BT Alex. Brown Incorporated, Lehman Brothers Inc., TeleCorp PCS, Inc. and TeleCorp Communications, Inc. 10.20 Agreement, dated as of July 17, 1998, by and among AT&T Wireless PCS Inc., TWR Cellular, Inc., the Cash Equity Investors, the TeleCorp Investors and the Management Stockholders. 10.21 Employee Agreement, dated as of July 17, 1998, by and between TeleCorp PCS, Inc. and Steven Chandler. 10.22 Share Grant Agreement, dated July 16, 1998, by and between TeleCorp PCS, Inc. and Steven Chandler. 10.23 Employee Agreement, dated as of July 17, 1998, by and between TeleCorp PCS, Inc. and Julie Dobson. 10.24 Share Grant Agreement, dated July 16, 1998, by and between TeleCorp PCS, Inc. and Julie Dobson. 10.25 Separation Agreement, dated as of March 8, 1999, by and among TeleCorp PCS, Inc., TeleCorp Communications, Inc. and Robert Dowski. 10.26 Agreement among the Parties, dated as of June 30, 1999, by and among TeleCorp PCS, Inc., the Cash Equity Investors, Entergy Technology Holding Company, AT&T Wireless PCS, Inc., TWR Cellular Inc. and other stockholders. 10.27 Amended and Restated Agreement, dated April 16, 1999, by and among TeleCorp Communications, Inc., Triton PCS, Inc., Tritel Communications, Inc. and Affiliate License Co, L.L.C. 10.28 TeleCorp PCS, Inc. 1998 Restricted Stock Plan, as amended May 20, 1999. 10.29 TeleCorp PCS, Inc. 1999 Stock Option Plan, dated June 23, 1999. 12.1 Statement re: computation of ratios.
II-4
Exhibit Number Description of Document - ------------ ---------------------------------------------------------------------------------- 21.1 Subsidiaries of TeleCorp PCS, Inc. 23.1* Consent of McDermott, Will & Emery (contained in Exhibit 5.1) 23.2 Consent of PricewaterhouseCoopers, LLP 23.3 Consent of PricewaterhouseCoopers, LLP 23.4 Consent of PricewaterhouseCoopers, LLP 23.5 Consent of PricewaterhouseCoopers, LLP 24.1 Power of Attorney for TeleCorp PCS, Inc. (included on signature page) 25.1 Statement of Eligibility of trustee on Form T-1 27.1 Financial Data Schedule 99.1 Form of Letter of Transmittal 99.2 Form of Notice of Guaranteed Delivery 99.3 Form of Exchange Agent Agreement
________________ * Filed herewith. II-5 ITEM 22. UNDERTAKINGS. The undersigned registrant hereby undertakes: (a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post- effective amendment) which, individually or in the aggregate, represent a fundamental change in the information described in the registration statement. In spite of the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC under Rule 424(b) if , in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price described in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to the information in the registration. (b) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered, and the offering of the securities at that time shall be deemed to be the initial bona fide offering. (c) To respond to requests for information that is incorporated by reference into the prospectus under Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. (d) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved, that was not the subject of and included in the registration statement when it became effective. (e) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant under the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against the liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling persons of the registrant in the successful defense of any action suit or proceeding) is asserted by the director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether the indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of the issue. II-6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 6 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Arlington, Commonwealth of Virginia, on October 12, 1999. TELECORP PCS, INC. By: /s/ Gerald T. Vento -------------------- Gerald T. Vento Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 6 to the registration statement has been signed by the following persons in the capacities and on the dates indicated. October 12, 1999 By: /s/ Gerald T. Vento ---------------------- Gerald T. Vento Chief Executive Officer and Chairman (Principal Executive Officer) October 12, 1999 By: /s/ Thomas H. Sullivan ------------------------- Thomas H. Sullivan Executive Vice President, Chief Financial Officer and Director (Principal Financial and Accounting Officer) October 12, 1999 By: /s/ Thomas H. Sullivan ------------------------- Michael R. Hannon Director October 12, 1999 By: /s/ Thomas H. Sullivan ----------------------- Scott Anderson Director , 1999 By: ------------------------- Rohit M. Desai Director October 12, 1999 By: /s/ Thomas H. Sullivan ----------------------- Gary S. Fuqua Director October 12, 1999 By: /s/ Thomas H. Sullivan ------------------------- James M. Hoak Director October 12, 1999 By: /s/ Thomas H. Sullivan ------------------------- Mary Hawkins-Key Director II-7 October 12, 1999 By: /s/ Thomas H. Sullivan ------------------------- William Kussell Director October 12, 1999 By: /s/ Thomas H. Sullivan -------------------------- William Laverack, Jr. Director October 12, 1999 By: /s/ Thomas H. Sullivan ------------------------- Joseph O'Donnell Director October 12, 1999 By: /s/ Thomas H. Sullivan ------------------------- Michael Schwartz Director October 12, 1999 By: /s/ Thomas H. Sullivan ------------------------- James F. Wade Director II-8 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 6 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Arlington, Commonwealth of Virginia, on October 12, 1999. TELECORP COMMUNICATIONS, INC. By: /s/ Gerald T. Vento ------------------- Gerald T. Vento Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 6 to the registration statement has been signed below by the following persons in the capacities and on the dates indicated. October 12, 1999 By: /s/ Gerald T. Vento --------------- Gerald T. Vento Chief Executive Officer and Director (Principal Executive Officer) October 12, 1999 By: /s/ Thomas H. Sullivan ---------------------- Thomas H. Sullivan President,Secretary, Treasurer and Director (Principal Financial and Accounting Officer) II-9 EXHIBIT INDEX
Exhibit Number Description of Document - ------------ ---------------------------------------------------------------------------------- 3.1 Third Amended and Restated Certificate of Incorporation, dated May 14, 1999, of TeleCorp PCS, Inc. 3.1.2 Certificate of Incorporation, dated June 19, 1998, of TeleCorp Operating Company, Inc. 3.1.3 Certificate of Amendment of the Certificate of Incorporation, dated July 9, 1998, of TeleCorp Operating Company, Inc. 3.2 Amended and Restated Bylaws, dated July 17, 1998, of TeleCorp PCS, Inc. 3.1.4 Amendment No. 1 to the Third Amended and Restated Certificate of Incorporation, filed August 27, 1999, of TeleCorp PCS, Inc. 3.1.5 Fourth Amended and Restated Certificate of Incorporation, filed August 27, 1999, of TeleCorp PCS, Inc. 3.3 Bylaws of TeleCorp Communications, Inc. 4.1 Indenture, dated as of April 23, 1999, by and between Bankers Trust Company, as trustee, and TeleCorp PCS, Inc. relating to the 11 5/8% Senior Subordinated Discount Notes due 2009 5.1* Opinion of McDermott, Will & Emery regarding the legality of the securities being registered 10.1 Note Purchase Agreement by and between TeleCorp PCS, Inc. and Lucent Technologies, Inc., dated as of May 11, 1998 10.2 General Agreement for Purchase of PCS Systems and Services by and between TeleCorp PCS, Inc. and Lucent Technologies, Inc., dated as of May 12, 1998, as amended 10.3 Securities Purchase Agreement by and among TeleCorp PCS, Inc., AT&T Wireless PCS Inc, TWR Cellular, Inc. and certain Cash Equity Investors, TeleCorp Investors and Management Stockholders identified, dated as of January 23, 1998 10.4.1 Network Membership License Agreement by and among AT&T Corp., including AT&T Wireless Services, Inc., and TeleCorp PCS, Inc., dated as of July 17, 1998 10.4.2 Amendment No. 1 to Network Membership License Agreement, dated March 30, 1999 10.5.1 Management Agreement by and between TeleCorp Management Corp. and TeleCorp PCS, Inc., dated as of July 17, 1998 10.5.2 Amendment No. 1 to the Management Agreement between TeleCorp Management Corp. and TeleCorp PCS, Inc., dated as of May 25, 1999 10.6.1 Intercarrier Roamer Service Agreement by and between AT&T Wireless Services, Inc. and TeleCorp PCS, Inc., dated as of July 17, 1998 10.6.2 Amendment No. 1 to Intercarrier Roamer Service Agreement, dated May 25, 1999 10.7 Roaming Administration Service Agreement by and between AT&T Wireless Services, Inc. and TeleCorp PCS, Inc., dated as of July 17, 1998
Exhibit Number Description of Document - ------------ ---------------------------------------------------------------------------------- 10.8.1 Credit Agreement by and among TeleCorp PCS, Inc., the Lenders party to, and the Chase Manhattan Bank, as Administrative Agent and Issuing Bank, TD Securities (USA) Inc., as Syndication Agent, and Bankers Trust Company, as Documentation Agent, dated as of July 17, 1998 (the "Credit Agreement") 10.8.2 First Amendment, Consent, and Waiver to the Credit Agreement, dated as of December 18, 1998 10.8.3 Second Amendment and Waiver to the Credit Agreement, dated as of March 1, 1999 10.8.4 Third Amendment to the Credit Agreement, dated as of March 30, 1999 10.8.5 Fourth Amendment to the Credit Agreement, dated as of March 31, 1999 10.8.6 Fifth Amendment and Acceptance to the Credit Agreement, dated as of April 7, 1999 10.8.7 Sixth Amendment to the Credit Agreement, dated as of April 7, 1999 10.8.8 Seventh Amendment to the Credit Agreement, dated as of May 21, 1999 10.9 Stock Purchase Agreement by and among TeleCorp PCS, Inc., AT&T Wireless PCS, Inc. and certain Cash Equity Investors, dated as of March 22, 1999 10.9.1 Amendment No. 1 to Stock Purchase Agreement by and among TeleCorp PCS, Inc., AT&T Wireless PCS, Inc. and Cash Equity Investors, dated as of March 30, 1999. 10.9.2 Amendment No. 2 to Stock Purchase Agreement by and among TeleCorp PCS, Inc., AT&T Wireless PCS, Inc. and Cash Equity Investors, dated as of April 6, 1999. 10.9.3 Amendment No. 3 to Stock Purchase Agreement by and among TeleCorp PCS, Inc., AT&T Wireless PCS, Inc. and Cash Equity Investors, dated as of May 14, 1999. 10.9.4 Amendment No. 4 to Stock Purchase Agreement by and among TeleCorp PCS, Inc., AT&T Wireless PCS, Inc. and Cash Equity Investors, dated as of July 15, 1999. 10.10 Stock Purchase Agreement by and among Viper Wireless, Inc., TeleCorp Holding Corp., Inc. and TeleCorp PCS, Inc., dated as of March 1, 1999 10.11 Puerto Rico Stock Purchase Agreement by and among TeleCorp PCS, Inc., Puerto Rico Acquisition Corp. and certain Management Stockholders and Cash Equity Investors, dated as of March 30, 1999 10.12 Letter of Agreement by and between AT&T Wireless Services, Inc. and TeleCorp Communications, Inc., dated as of December 21, 1998 10.13 Asset Purchase Agreement, dated May 25, 1999, by and between AT&T Wireless PCS Inc. and TeleCorp PCS, Inc. 10.14 Preferred Stock Purchase Agreement, dated May 24, 1999, by and between AT&T Wireless PCS Inc. and TeleCorp PCS, Inc. 10.15 License Acquisition Agreement, dated May 15, 1998, by and between Mercury PCS II, LLC and TeleCorp PCS, Inc.
Exhibit Number Description of Document - ------------ ---------------------------------------------------------------------------------- 10.16 License Acquisition Agreement, dated May 15, 1998, by and between Wireless 2000, Inc. and TeleCorp PCS, Inc. 10.17.1 Stockholders' Agreement, dated as of July 17, 1998, by and among AT&T Wireless PCS, Inc., TWR Cellular, Inc., Cash Equity Investors, Management Stockholders, and TeleCorp PCS, Inc. 10.17.2 Amendment No. 1 to the Stockholders' Agreement, dated March 30, 1999 10.18 Purchase Agreement, dated April 20, 1999, by and among Chase Securities Inc., BT Alex. Brown Incorporated, Lehman Brothers Inc., TeleCorp PCS, Inc. and TeleCorp Communications, Inc. 10.19 Exchange and Registration Rights Agreement, dated April 23, 1999, by and among Chase Securities Inc., BT Alex. Brown Incorporated, Lehman Brothers Inc., TeleCorp PCS, Inc. and TeleCorp Communications, Inc. 10.20 Agreement, dated as of July 17, 1998, by and among AT&T Wireless PCS Inc., TWR Cellular, Inc., the Cash Equity Investors, the TeleCorp Investors and the management stockholders. 10.21 Employee Agreement, dated as of July 17, 1998, by and between TeleCorp PCS, Inc. and Steven Chandler. 10.22 Share Grant Agreement, dated July 16, 1998, by and between TeleCorp PCS, Inc. and Steven Chandler. 10.23 Employee Agreement, dated as of July 17, 1998, by and between TeleCorp PCS, Inc. and Julie Dobson. 10.24 Share Grant Agreement, dated July 16, 1998, by and between TeleCorp PCS, Inc. and Julie Dobson. 10.25 Separation Agreement, dated as of March 8, 1999, by and among TeleCorp PCS, Inc., TeleCorp Communications, Inc. and Robert Dowski. 10.26 Agreement among the Parties, dated as of June 30, 1999, by and among TeleCorp PCS, Inc., the Cash Equity Investors, Entergy Technology Holding Company, AT&T Wireless PCS, Inc., TWR Cellular Inc. and other stockholders. 10.27 Amended and Restated Agreement, dated April 16, 1999, by and among TeleCorp Communications, Inc., Triton PCS, Inc., Tritel Communications, Inc. and Affiliate License Co, L.L.C. 10.28 TeleCorp PCS, Inc. 1998 Restricted Stock Plan, as amended May 20, 1999. 10.29 TeleCorp PCS, Inc. 1999 Stock Option Plan, dated June 23, 1999. 12.1 Statement re: computation of ratios 21.1 Subsidiaries of TeleCorp PCS, Inc. 23.1* Consent of McDermott, Will & Emery (contained in Exhibit 5.1) 23.2 Consent of PricewaterhouseCoopers, LLP 23.3 Consent of PricewaterhouseCoopers, LLP 23.4 Consent of PricewaterhouseCoopers, LLP 23.5 Consent of PricewaterhouseCoopers, LLP
Exhibit Number Description of Document - ------------ ---------------------------------------------------------------------------------- 24.1 Power of Attorney for TeleCorp PCS, Inc. (included on signature page) 25.1 Statement of Eligibility of trustee on Form T-1 27.1 Financial Data Schedule 99.1 Form of Letter of Transmittal 99.2 Form of Notice of Guaranteed Delivery 99.3 Form of Exchange Agent Agreement
__________________ * Filed herewith. EX-5.1 2 OPINION OF MCDERMOTT, WILL & EMERY Exhibit 5.1 [Letterhead of McDermott, Will & Emery] October 13, 1999 TeleCorp PCS, Inc. TeleCorp Communications, Inc. 1010 N. Glebe Road Suite 800 Arlington, Virginia 22201 Ladies and Gentlemen: We have acted as special counsel to you in connection with the issuance, authentication and delivery of $575.0 million principal amount at maturity of 11-5/8% Senior Subordinated Discount Notes Due 2009 (the "Exchange Notes") of TeleCorp PCS, Inc. (the "Company") together with the guarantee thereof (the "Subsidiary Guarantee" and collectively with the Exchange Notes, the "Securities") by TeleCorp Communications, Inc. (the "Subsidiary Guarantor"), in exchange for a like amount of 11-5/8% Senior Subordinated Discount Notes Due 2009 (the "Old Notes") of the Company, as contemplated by the Prospectus (the "Prospectus") included as part of the Registration Statement on Form S-4 (the "Registration Statement") with respect to the Exchange Notes, which was filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"). For the purposes of this opinion, we have examined the Registration Statement and the Prospectus contained therein, the indenture dated as of April 23, 1999 (the "Indenture") between the Company and Bankers Trust Company, as Trustee (the "Trustee"), the form of the Exchange Notes, the resolutions of the Board of Directors of the Company dated as of April 19, 1999 and April 22, 1999 and of the Subsidiary Guarantor dated as of April 20, 1999, the authentication order delivered to you by the Company (the "Authentication Order") and the certificate executed by officers of the Company and delivered to you (the "Officers' Certificate"). We have also examined and relied upon the representations and warranties as to factual matters contained in such documents and upon originals or copies of such corporate records and other documents and have reviewed such questions of law as we considered necessary or appropriate for the purposes of this opinion. In our examination, we have assumed the authenticity of all documents submitted October 13, 1999 Page 2 to us as originals, the conformity to the original documents of all documents submitted to us as certified or photostatic copies, the genuineness of all signatures on documents reviewed by us and the legal capacity of natural persons. As to any facts material to this opinion which we did not independently establish or verify, we have relied upon statements and representations and certificates of the Company and its officers and other representatives and of public officials. Members of this firm are admitted to the Bar of the State of New York and we express no opinion as to the applicability of, compliance with or effect of the law of any jurisdiction other than the federal laws of the United States, the General Corporation Law of the State of Delaware and any interpretive caselaw and regulations thereunder and the laws of the State of New York. Based on such examination and review, we are of the opinion that: 1. The issuance of the Exchange Notes has been duly authorized by the Company and the Subsidiary Guarantee has been duly authorized by the Subsidiary Guarantor; 2. When (i) authenticated by the Trustee in accordance with the provisions of the Indenture, (ii) duly executed by the Company, and (iii) issued and delivered in exchange for Old Notes in accordance with the terms of the exchange offer, the Exchange Notes will be legally issued and will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with their terms; and 3. When the Exchange Notes are (i) authenticated by the Trustee in accordance with the provisions of the Indenture, (ii) duly executed by the Company, and (iii) issued and delivered in exchange for Old Notes in accordance with the terms of the exchange offer, the Subsidiary Guarantee will constitute the valid and legally binding obligation of the Subsidiary Guarantor, enforceable against the Subsidiary Guarantor in accordance with its terms. The opinions contained herein are subject in each case to the following qualifications: A. enforcement may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter existing affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in equity or at law); and B. we express no opinion as to the enforceability of any rights to contribution or indemnification provided for in the Securities which are violative of the public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation). October 13, 1999 Page 3 To the extent that the obligations of the Company or the Subsidiary Guarantor under the Indenture may be dependent upon the following matters, we have assumed for purposes of this opinion that (i) the Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to engage in the activities contemplated by the Indenture, (ii) the Indenture has been duly authorized, executed and delivered by and constitutes the legal, valid and binding obligation of the Trustee, (iii) the Trustee is in compliance, generally and with respect to acting as Trustee, under the Indenture, with all applicable laws and regulations, and (iv) the Trustee has the requisite organizational and legal power and authority to perform its obligations under the Indenture. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the caption "Legal Matters" in the Prospectus forming a part of the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder. This opinion is limited to the matters expressly set forth herein and no opinion is implied or may be inferred beyond the matters expressly so stated. This opinion is given as of the date hereof and we do not undertake any liability or responsibility to inform you of any change in circumstances occurring, or additional information becoming available to us, after the date hereof which might alter the opinions contained herein. Very truly yours, /s/ McDermott, Will & Emery -----END PRIVACY-ENHANCED MESSAGE-----