EX-10.43 7 0007.txt INVESTORS STOCKHOLDERS' AGREEMENT DATED 02-28-2000 EXECUTION COPY EXHIBIT 10.43 INVESTORS STOCKHOLDERS' AGREEMENT by and among TELECORP PCS, INC. and THE STOCKHOLDERS NAMED HEREIN dated as of February 28, 2000 TABLE OF CONTENTS Page 1. Certain Definitions.........................................................2 2. Management of Company; Certain Voting Requirements..........................2 2.1. Board of Directors.................................................2 2.2. Removal; Filling of Vacancies......................................3 2.3. Election of Initial Board of Directors.............................4 2.4. Reduction of Unfunded Commitment...................................4 3. Unfunded Commitment; Additional Capital Contributions.......................4 4. After-Acquired Shares; Recapitalization.....................................5 4.1. After-Acquired Shares; Recapitalization............................5 5. Equitable Relief............................................................5 5.1. Equitable Relief...................................................5 6. Miscellaneous...............................................................6 6.1. Notices............................................................6 6.2. Entire Agreement; Amendment; Consents..............................6 6.3. Term...............................................................6 6.4. Obligations Several................................................6 6.5. Governing Law......................................................6 6.6. Jurisdiction.......................................................7 6.7. Benefit and Binding Effect; Severability...........................7 6.8. Headings...........................................................7 6.9. Counterparts.......................................................7 Schedules Schedule I Cash Equity Investors Schedule II Stock Ownership Schedule III Initial Director Nominees Schedule IV Notices INVESTORS STOCKHOLDERS' AGREEMENT THIS INVESTORS STOCKHOLDERS' AGREEMENT, dated as of February 28, 2000 (this "Agreement"), is by and among AT&T WIRELESS PCS, INC., a Delaware corporation, CB CAPITAL INVESTORS, L.P., a Delaware corporation, together with its Affiliated Successors ("Chase"), PRIVATE EQUITY INVESTORS III, L.P. ("PEI III"), a Delaware limited partnership, EQUITY-LINKED INVESTORS-II, a New York limited partnership ("ELI II", and together with PEI III, "Desai"), WHITNEY EQUITY PARTNERS, L.P. ("WEP"), a Delaware limited partnership, J. H. WHITNEY III, L.P. ("JHW"), a Delaware limited partnership, WHITNEY STRATEGIC PARTNERS III, L.P., a Delaware limited partnership ("WSP", and together with JHW and WEP, "Whitney"), MEDIA/COMMUNICATIONS INVESTORS LIMITED PARTNERSHIP ("MC"), a Massachusetts limited partnership, MEDIA/COMMUNICATIONS PARTNERS III LIMITED PARTNERSHIP, a Delaware limited partnership ("MC-III", and, together with MC, "MC Partners"), TORONTO DOMINION INVESTMENTS, INC. ("TDI"), a Delaware corporation, NORTHWOOD VENTURES LLC, a New York limited liability company, ("NV"), NORTHWOOD CAPITAL PARTNERS LLC, a New York limited liability company ("NCP", and, together with NV, "Northwood"), ONELIBERTY FUND III, L.P., a Delaware limited partnership ("OneLiberty"), HOAK COMMUNICATIONS PARTNERS, L.P. ("HCP"), a Delaware limited partnership, HCP CAPITAL FUND, L.P., a Delaware limited partnership ("HCP Fund", and, together with HCP, "Hoak"), CIHC, INCORPORATED, a Delaware corporation, ("Conseco"), DRESDNER KLEINWORT BENSON PRIVATE EQUITY PARTNERS LP, a Delaware limited partnership ("Dresdner"), TORONTO DOMINION INVESTMENTS, INC., a Delaware corporation ("TD"), GENERAL ELECTRIC CAPITAL CORPORATION, a New York corporation ("GE Capital"), TRIUNE PCS, LLC, a Delaware limited liability company ("Triune"), FCA VENTURE PARTNERS II, L.P., a Delaware limited partnership ("FCA"), CLAYTON ASSOCIATES LLC, a Tennessee limited liability company ("Clayton"), TRILLIUM PCS, LLC., a Mississippi limited liability company ("Trillium"), AIRWAVE COMMUNICATIONS, LLC, a Mississippi limited liability company ("Airwave"), DIGITAL PCS, LLC, a Mississippi limited liability company ("Digital"), THE MANUFACTURERS LIFE INSURANCE COMPANY (U.S.A.), a Michigan corporation ("MF"), and the investors listed on Schedule I (individually, each a "Cash Equity Investor" and, collectively with Chase, Desai, Whitney, MC Partners, TDI, Northwood, OneLiberty, Hoak, Mercury, THC and any of their respective Affiliated Successors who become a Stockholder and a party to this Agreement in accordance with the terms hereof, the "Cash Equity Investors"). Each of the foregoing Persons are sometimes referred to herein, individually, as a "Stockholder" and, collectively, as the "Stockholders." RECITALS WHEREAS, on the date hereof, Tritel, Inc. ("Tritel") and TeleCorp PCS, Inc. ("Telecorp") entered into that certain Agreement and Plan of Reorganization and Contribution, copies of which have been provided to the parties hereto (the "Merger Agreement") providing for the merger of Telecorp Merger Sub, a to-be-formed wholly-owned subsidiary of Telecorp PCS, Inc., a to-be-formed Delaware corporation (the "Company"), with and into Telecorp, and the merger of Tritel Merger Sub, a to-be-formed wholly-owned subsidiary of the Company, with and into Tritel (collectively, the "Merger"), whereby Telecorp and Tritel will be the surviving corporations of the Merger and will become wholly-owned subsidiaries of the Company upon the effectiveness of the Merger (such date, the "Effective Date"); WHEREAS, the Cash Equity Investors, the Company and the other Stockholders named therein have agreed to become parties to that certain Stockholders Agreement, to be dated the Effective Date (as amended from time to time, in accordance with its terms, the "Company Stockholder Agreement") pursuant to which the Cash Equity Investors and the other parties thereto have agreed to provide for the management of the Company and to impose certain restrictions with respect to the sale, transfer or other disposition of Company Stock on the terms set forth therein; and WHEREAS, each Stockholder, without giving effect to the transfer of any shares of capital stock of Telecorp or Tritel owned or controlled by such Stockholder on or after the date hereof but prior to the Effective Date, shall, on the Effective Date, be registered owner of the respective shares of Common Stock of the Company, (excluding Class C Common Stock and Voting Preference Stock) (the "Common Stock") and Series C Preferred Stock set forth opposite its name on Schedule II; and WHEREAS, the parties hereto desire to enter into this Agreement in order to impose certain further restrictions with respect to the sale, transfer or other disposition of Company Stock and to provide for certain rights with respect to the management of the Company on the terms and conditions hereinafter set forth, such obligations to become effective on the Effective Date; NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants, conditions and agreements hereinafter set forth, the parties agree as follows: 1. Certain Definitions. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Company Stockholder Agreement. Each definition or pronoun herein shall be deemed to refer to the singular, plural, masculine, feminine or neuter as the context requires. Words such as "herein," "hereinafter," "hereof," "hereto" and "hereunder" refer to this Agreement as a whole, unless the context otherwise requires. 2. Management of Company; Certain Voting Requirements. (a) Board of Directors. Each of the Cash Equity Investors hereby agrees, so long as such Stockholder continues to hold any shares of Series C Preferred Stock or Common Stock, in exercising its rights under Section 3 of the Company Stockholder Agreement, that it will vote or cause to be voted all of the shares of its Common Stock owned or held of record by it (whether now owned or hereafter acquired), in person or by proxy, to cause the selection of directors, the election of directors and thereafter the continuation in office of the following persons as members of the Board of Directors (the "Cash Equity Directors") as follows: (i) one (1) individual to be designated by Chase (or its Affiliated Successors) and shall initially be Michael Hannon (the "Chase Designee"); (ii) one (1) individual to be designated by Desai (or its Affiliated Successors) and shall initially be Rohit Desai (the "Desai Designee"); (iii) one (1) individual to be designated by Dresdner (or its Affiliated Successors) and shall initially be Alex Coleman (the "Dresdner Designee"); (iv) one (1) individual to be designated by Triune (or its Affiliated Successors) and shall initially be Kevin Shepherd (the "Triune Designee"); (v) with respect to any individual selected pursuant to Section 3.1(e) of the Company Stockholder Agreement, such individual shall be deemed acceptable to holders of a "Majority in Interest of the Class A Common Stock Beneficially Owned by the Cash Equity Investors" in accordance with such Section 3.1(e) only in the event such individual has been approved by "Two-Thirds in Interest of the Cash Equity Investors" (as defined below). (vi) the right to designate any designee pursuant to this Section 2.1 shall terminate in accordance with Section 12.3(c) of the Company Stockholder Agreement; provided, that if the number of Cash Equity Directors is required to be reduced pursuant to Section 12.3(c) of the Company Stockholder Agreement, the designee pursuant to this Section 2.1(a) who represents the Stockholder holding the fewest shares of Common Stock of all such shares owned on the date of such mandated reduction by Stockholders whose designees then remain as Cash Equity Directors shall resign (or the other directors or Stockholders shall remove them) from the Board of Directors. (b) For purposes of this Agreement, "Two-Thirds in Interest of the Cash Equity Investors" shall mean the Cash Equity Investors owning two-thirds of the outstanding shares of Common Stock held by all Cash Equity Investors. (c) Any nomination or designation of directors and the acceptance thereof pursuant to this Section 2.1 shall be evidenced in writing. 2.2. Removal; Filling of Vacancies. Except as set forth in Section 2.1, each Cash Equity Investor agrees it will not vote any shares of Common Stock owned or controlled by such Cash Equity Investor, for the removal without cause of any director designated by any other Cash Equity Investor in accordance with Section 2.1. Any successor director to the director designated by Chase, Desai, Dresdner or Triune (each a "Designating CEI") shall be designated by the applicable Designating CEI; provided, however, that, in the event such successor director is not an employee of the applicable Designating CEI, such successor must also be approved by Two-Thirds in Interest of the Cash Equity Investors. 2.3. Election of Initial Board of Directors. Each Cash Equity Investor hereby consents to the nomination of the persons designated on Schedule III hereto to be the initial Cash Equity Directors of the Company pursuant to the Company Stockholder Agreement. 2.4. Reduction of Unfunded Commitment. In connection with a public offering of the Company's Common Stock, any Cash Equity Investor may request that the Company reduce the Unfunded Commitment of such Cash Equity Investor upon the divestiture to the Company by such Cash Equity Investor (including by transferring to the Company shares of Common Stock which may be sold by the Company, including by the Company's sale of such shares in a registered offering in lieu of such Cash Equity Investor's otherwise allocable pro rata share of such registered offering) a number of shares of Company Stock having a value (based upon the gross proceeds per share of Common Stock to be received by the Company in such offering) equal to the amount by which the then present value of the Unfunded Commitment (determined by using the Applicable Federal Rate as the relevant discount rate) is to be reduced. (a) Unfunded Commitment; Additional Capital Contributions. In the event any Cash Equity Investor (a "Defaulting Cash Equity Investor") fails to satisfy any portion of its Unfunded Commitment pursuant to Section 2.2 of the Telecorp Securities Purchase Agreement (a "Payment Default"), the Company shall give prompt written notice, but no later than one (1) business day following such default (a "Default Notice"), to each Cash Equity Investor other than the Defaulting Cash Equity Investor (each a "Non-Defaulting Cash Equity Investor") of the amount of such Payment Default (the "Default Amount"). In the event the Defaulting Cash Equity Investor has failed to cure such Payment Default or in the event that no Affiliated Cash Equity Investor (defined below) of such Defaulting Cash Equity Investor has cured such Payment Default, within five (5) days of the Payment Default, each Non-Defaulting Cash Equity Investor may, acting on its own or in conjunction with one or more of the other Non-Defaulting Cash Equity Investors (each a "Participating Cash Equity Investor"), agree to fund all or any portion of such Payment Default by providing written notice to the Company (a "Payment Notice") no later than 12:00 Noon (New York time) twenty (20) days following the date on which the Default Notice is delivered (the "Payment Notice Period") and the Company shall thereafter provide each Participating Cash Equity Investor with copies of such Payment Notice or Payment Notices; provided, however, that if the aggregate amount agreed to be funded by the Participating Cash Equity Investors shall exceed the Payment Default, then the amount to be funded by each such Participating Cash Equity Investor shall be divided amongst the Participating Cash Equity Investors pro rata in accordance with the shares of Common Stock owned or controlled by such Participating Cash Equity Investors; provided, further, however, that if the aggregate amount agreed to be funded by the Participating Cash Equity Investors shall be less than the Payment Default (a "Payment Default Shortfall"), the Company shall give prompt written notice, but no later than one (1) business day following the end of the Payment Notice Period, of such Payment Default Shortfall (a "Payment Default Shortfall Notice") to all Non-Defaulting Cash Equity Investors and all such Non-Defaulting Cash Equity Investors may agree to fund the Payment Default Shortfall by providing written notice to the Company within five (5) days of delivery of the Payment Notice and payment shall be made in accordance with the preceding two provisos. (b) Upon payment of the Default Amount (or any portion thereof), each Participating Cash Equity Investor (i) shall be deemed to be the record and beneficial owner of that number of shares of Common Stock owned or controlled by the Defaulting Cash Equity Investor equal to (w) the total number of shares of Common Stock owned or controlled by the Defaulting Cash Equity Investor multiplied by (x) the amount paid by such Participating Cash Equity Investor pursuant to this Section 4 divided by the Default Amount, and (ii) shall become obligated to the Company pursuant to Section 2.2 of the Securities Purchase Agreement with respect to the remaining Unfunded Commitment, if any, of the Defaulting Cash Equity Investor in an amount equal to (y) the amount of such remaining Unfunded Commitment multiplied by (z) the percentage of the Unfunded Commitment the Defaulting Cash Equity Investor failed to satisfy which such Participating Cash Equity Investor funded pursuant to this Section 4. (c) For purposes of this Section 3, an "Affiliated Cash Equity Investor" shall mean an Affiliated Successor of such Cash Equity Investor and (i) with respect to Desai, PEI III and ELI II and any of their respective Affiliated Successors, (ii) with respect to Whitney, WEP, JHW and WSP and any of their respective Affiliated Successors, (iii) with respect to MC Partners, MC and MC-III and any of their respective Affiliated Successors, (iv) with respect to Northwood, NV and NCP and any of their respective Affiliated Successors, (v) with respect to Hoak, HCP and HCP Fund and any of their respective Affiliated Successors. 3. After-Acquired Shares; Recapitalization. (a) After-Acquired Shares; Recapitalization. All of the provisions of this Agreement shall apply to all of the shares of Equity Securities now owned or hereafter issued or transferred to a Stockholder in consequence of any additional exchange or reclassification of shares of Equity Securities, corporate reorganization, or any other form of recapitalization, or consolidation, or merger, or share split, or share dividend, or which are acquired by a Stockholder or its Affiliate in any other manner. (b) Whenever the number of outstanding shares of Equity Securities is changed by reason of a stock dividend or a subdivision or combination of shares effected by a reclassification of shares, each specified number of shares referred to in this Agreement shall be adjusted accordingly. 4. Equitable Relief. 4.1. Equitable Relief. The parties hereto agree and declare that legal remedies may be inadequate to enforce the provisions of this Agreement and that, in addition to being entitled to exercise all of the rights provided herein or in the Company's Certificate of Incorporation or granted by law, including recovery of damages, equitable relief, including specific performance and injunctive relief, may be used to enforce the provisions of this Agreement. 5. Miscellaneous. 5.1. Notices. All notices or other communications hereunder shall be in writing and shall be given in the manner prescribed in the Company Stockholder Agreement. (a) Entire Agreement; Amendment; Consents. This Agreement and the Company Stockholder Agreement constitute the entire agreement among the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties or any of them with respect to the subject matter hereof. The Stockholders agree that the terms of this Agreement shall supersede any inconsistent provision contained in the Company Stockholder Agreement. (b) No change or modification of this Agreement shall be valid, binding or enforceable unless the same shall be in writing and signed by Stockholders who own or control at least 66"% of all shares of Common Stock owned or controlled by the Cash Equity Investors; provided, however, that no change or modification to this Agreement which adversely effects the rights of any Stockholder or the Company shall be valid, binding and enforceable unless the same shall be in writing and signed by such Stockholder or the Company. In the event any party hereto shall cease to own any shares of Equity Securities such party hereto shall cease to be a party to this Agreement and the rights and obligations of such party hereunder shall terminate. (c) Whenever in this Agreement the consent or approval of a Stockholder is required, except as expressly provided herein, such consent or approval may be given or withheld in the sole and absolute discretion of each Stockholder. (d) Whenever the Company Stockholder Agreement is amended in accordance with its terms, the Stockholders hereto agree to enter into such amendments to this Agreement necessary to effectuate the intent of this Agreement. The Stockholder shall not enter into any such amendment the effect of which adversely effects the rights of any Stockholder hereto without the consent of such Stockholder. 5.2. Term. This Agreement shall terminate upon the termination of the Company Stockholder Agreement. 5.3. Obligations Several. The obligations of each Stockholder under this Agreement shall be several with respect to each such Stockholder. 5.4. Governing Law. This Agreement shall be governed and construed in accordance with the law of the State of Delaware. (a) Jurisdiction. The Company and each of the Stockholders hereby irrevocably consents to the exclusive jurisdiction of the state or federal courts in the State of New York, and all state or federal courts competent to hear appeals therefrom, over any actions which may be commenced against any of them under or in connection with this Agreement. The Company and each Stockholder hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which any of them may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute in the Southern District of New York and New York County. The Company and each Stockholder hereby agree that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The Company and each Stockholder hereby consent to process being served by any party to this Agreement in any actions by the transmittal of a copy thereof in accordance with the provisions of Section 8.1 of the Company Stockholder Agreement. 5.5. Benefit and Binding Effect; Severability. This Agreement shall be binding upon and shall inure to the benefit of the Company (solely with respect to Sections 3.2, 3.3 and 4), its successors and assigns, and each of the Stockholders and their respective executors, administrators and personal representatives and heirs and permitted assigns. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy or any listing requirement applicable to the Common Stock, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto affected by such determination in any material respect shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the provisions hereof are given effect as originally contemplated to the greatest extent possible. 5.6. Headings. The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation of any provision of this Agreement. 5.7. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written: Executed on behalf of TeleCorp PCS, Inc. as of November 13, 2000. TELECORP PCS, INC. By: /s/ Thomas H. Sullivan ------------------------------------ Name: Thomas H. Sullivan Title: Executive Vice President - Chief Financial Officer Telecorp Cash Equity Investors CB CAPITAL INVESTORS, L.P. By: CB Capital Investors, Inc. its general partner By: ------------------------------------ Name: Michael R. Hannon Title: Vice President CB Capital Investors, L.P. NORTHWOOD VENTURES LLC By: /s/ Henry T. Wilson ------------------------------------ Name: Henry T. Wilson Title: Managing Director NORTHWOOD CAPITAL LLC By: /s/ Henry T. Wilson ------------------------------------ Name: Henry T. Wilson Title: Managing Director ONE LIBERTY FUND IV, L.P. By: /s/ Edwin M. Kania, Jr. ------------------------------------ Name: Edwin M. Kania, Jr. Title: General Partner of OneLiberty Partners IV, LLC GP for OL Fund III ONE LIBERTY FUND III, L.P. By: /s/ Edwin M. Kania, Jr. ------------------------------------ Name: Edwin M. Kania, Jr. Title: General Partner of OneLiberty Partners IV, LLC GP for OL Fund III MEDIA COMMUNICATIONS INVESTORS LIMITED PARTNERSHIP By: M/C Investors General Partner - J. Inc., a general partner By: ____________________________________ Name: James F. Wade Title: Authorized Officer MEDIA/COMMUNICATIONS PARTNERS III LIMITED PARTNERSHIP By: M/CP III General Partner - J. Inc., a general partner By: ____________________________________ Name: James F. Wade Title: Authorized Officer EQUITY-LINKED INVESTORS - II By: ROHIT M. DESAI ASSOCIATES-II, its general partner By: /s/ Rohit M. Desai ------------------------------------ Name: ----------------------------------- Title: ---------------------------------- PRIVATE EQUITY INVESTORS III, L.P. By: ROHIT M. DESAI ASSOCIATES III, LLC, its general partner By: /s/ Rohit M. Desai ------------------------------------ Name: ---------------------------------- Title: ---------------------------------- HOAK COMMUNICATIONS PARTNERS, L.P. By: HCP Investments, L.P., its general partner By: Hoak Partners, LLC, its general partner By: ____________________________________ Name: James M. Hoak Title: Manager HCP CAPITAL FUND, L.P. By: James M. Hoak & Co., its general partner By: ____________________________________ Name: James M. Hoak Title: Chairman ONELIBERTY ADVISORS FUND IV, L.P. By: OneLiberty Partners IV, LLC its general partner By: /s/ Edwin M. Kania, Jr. ------------------------------------ Name: Edwin M. Kania, Jr. Title: Managing Member WHITNEY EQUITY PARTNERS, L.P. By: J.H. Whitney & Co., its general partner By: /s/ William Laverack, Jr. ------------------------------------ Name: Title: J.H. WHITNEY III, L.P. By: J.H. Whitney & Co., its general partner By: /s/ William Laverack, Jr. ------------------------------------ Name: Title: WHITNEY STRATEGIC PARTNERS III, L.P. By: J.H. Whitney & Co. Its general partner By: /s/ William Laverack, Jr. ------------------------------------ Name: Title: TORONTO DOMINION INVESTMENTS INC. By: /s/ Martha L. Gariepy ------------------------------------ Name: Martha L. Gariepy ---------------------------------- Title: Vice President ---------------------------------- GILDE INTERNATIONAL B.V., by its attorney in fact Morgan, Holland Partners L.P., by its GP Morgan, Holland Partners II, L.P. By: /s/ Edwin M. Kania, Jr. ------------------------------------ Name: Edwin M. Kania, Jr. Title: General Partner TRITEL CASH EQUITY INVESTORS: TORONTO DOMINION INVESTMENTS, INC. By: /s/ Martha L. Gariepy ------------------------------------ Name: Martha L. Gariepy ---------------------------------- Title: Vice President ---------------------------------- GENERAL ELECTRIC CAPITAL CORPORATION By: ------------------------------------ Name: ---------------------------------- Title: ---------------------------------- CIHC, INCORPORATED By: /s/ CIHC, Incorporated ------------------------------------ Name: CIHC, Incorporated ---------------------------------- Title: ---------------------------------- DRESDNER KLEINWORT BENSON PRIVATE EQUITY PARTNERS LP By: Dresdner Kleinwort Benson Private Equity LLC, as its general partner By: /s/ Alexander P. Coleman ------------------------------------ Name: Alexander P. Coleman Title: Authorized Signatory TRIUNE PCS, LLC, A DELAWARE LIMITED LIABILITY COMPANY By: Oak Tree, LLC Title: Manager By: Triune Private Equity, LLC Title: Manager By: /s/ Kevin Shepherd ------------------------------------ Name: Kevin Shepherd Title: Manager FCA VENTURE PARTNERS II, L.P. By: Clayton-DC Venture Capital Group, LLC, its general partner By: ____________________________________ Name: D. Robert Crants, III Title: Manager CLAYTON ASSOCIATES, LLC By: ____________________________________ its managing member SOUTHERN FARM BUREAU LIFE INSURANCE COMPANY By: ____________________________________ Name: _________________________________ Title: _________________________________ M3, LLC By: ____________________________________ Name: _________________________________ Title: _________________________________ MCCARTY COMMUNICATIONS, LLC By: ____________________________________ Name: _________________________________ Title: _________________________________ DC INVESTMENT PARTNERS EXCHANGE FUND, L.P., FCA VENTURE PARTNERS I, L.P. By: ____________________________________ Name: _________________________________ Title: _________________________________ MERCURY PCS INVESTORS, LLC By: ____________________________________ Name: _________________________________ Title: _________________________________ The MANUFACTURERS' LIFE INSURANCE COMPANY (U.S.A.) By: ____________________________________ Name: _________________________________ Title: _________________________________ TRILLIUM PCS, LLC By: /s/ William M. Mounger, II ------------------------------------ Name: William M. Mounger, II ---------------------------------- Title: Manager ---------------------------------- JG FUNDING, LLC By: Chrysalis Ventures, LLC Title: Manager By: /s/ David A. Jones, Jr. ------------------------------------ Name: David A. Jones, Jr. Title: Manager SCHEDULE I CASH EQUITY INVESTORS CB Capital Investors 380 Madison Avenue, 12th Floor New York, NY 10017 Attn: Michael Hannon Fax: (212) 622-3101 Equity-Linked Investors-II Private Equity Investors III, L.P. 540 Madison Avenue, 36th Floor New York, NY 10022 Attn: Rohit M. Desai Fax: (212) 752-7807 Hoak Communications Partners, L.P. HCP Capital Fund, L.P. One Galleria Tower 13355 Noel Road, Suite 1050 Dallas, Texas 75240 Attn: James Hoak Fax: (972) 960-4899 Whitney Equity Partners, L.P. J.H. Whitney III, L.P. Whitney Strategic Partners III, L.P. 177 Broad Street, 15th Floor Stamford, Connecticut 06901 Attn: William Laverack, Jr. Fax: (203) 973-1422 Media/Communications Partners III Limited Partnership Media/Communications Investors Limited Partnership 75 State Street, Suite 2500 Boston, MA 02109 Attn: James F. Wade Fax: (617) 345-7201 OneLiberty Fund III, L.P. One Liberty Square Boston, MA 02109 Attn: Joseph T. McCullen Fax: (617) 423-1765 Toronto Dominion Investments, Inc. 31 West 52nd Street New York, NY 10019-6101 Attn: Brian Rich Fax: (212) 974-8429 (with a copy to) Toronto Dominion Investments, Inc. 909 Fannin Suite 1700 Houston, Texas 77010 Attn: Martha Gariepy Fax: (713) 652-2647 Northwood Ventures LLC Northwood Capital Partners LLC 485 Underhill Boulevard, Suite 205 Syosset, New York 11791-3419 Attn: Peter Schiff Fax: (516) 364-0879 CIHC, Incorporated 11825 North Pennsylvania Street Carmel, IN 46032-4911 Attention: John J. Sabl Facsimile: 317-817-6327 Trillium PCS, LLC Airwave Communications, LLC Digital PCS, LLC 1410 Livingston Lane Jackson, MS 39213-8003 Attention: William M. Mounger, II Facsimile: 601-362-2664 Dresdner Kleinwort Benson Private Equity Managers LLC 75 Wall Street, 24th Floor New York, NY 10005-2889 Attention: Alexander P. Coleman Facsimile: 212-429-3139 Triune PCS, LLC 4770 Baseline Road, Suite 380 Boulder, CO 80303 Attention: Kevin Shepherd Facsimile: 303-499-6255 Toronto Dominion Investments, Inc. 31 W. 52nd Street New York, NY 10019 Attention: Steve Reinstadtler Facsimile: 212-974-8429 With copy to: Toronto Dominion Investments, Inc. 909 Fannin, Suite 1700 Houston, TX 77010 Attention: Martha Gariepy Facsimile: 713-652-2647 GE Capital Services Structured Finance Group 120 Long Ridge Road, 3rd Floor Stamford, CT 06927-4000 Attention: Mark De Cruccio Facsimile: 203-357-6868 FCA Venture Partners II, LP Clayton Associates, LLC 10 Burton Hills Blvd., Suite 120 Nashville, TN 37215 Attention: Joel Goldberg Facsimile: 615-263-0234 The Manufacturers' Life Insurance Company (U.S.A.) 73 Tremont Street, Suite 1300 Boston, MA 02108-3915 Attention: David Alpert Facsimile: 617-854-4340 JG Funding, LLC ______________________________ ______________________________ Attention: David A. Jones, Jr. Facsimile: ___________________ SCHEDULE II STOCK OWNERSHIP [See schedule attached] SCHEDULE III INITIAL CASH EQUITY DIRECTORS 1. Michael Hannon 2. Rohit Desai 3. Alex Coleman 4. Kevin Shepherd