-----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, P1lzFBKaLQgbVn/4jvoYorpZt36pPn7cU+vFCvY7NSFqdedCvwRFe8w+oEtdYqa7 /wG5aN0yCB/uc3WXIDbqxA== 0000898822-00-001020.txt : 20010101 0000898822-00-001020.hdr.sgml : 20010101 ACCESSION NUMBER: 0000898822-00-001020 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20001229 GROUP MEMBERS: AT&T CORP GROUP MEMBERS: AT&T WIRELESS SERVICES, INC. GROUP MEMBERS: AT7T WIRELESS PCS, LLC SUBJECT COMPANY: 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: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-58279 FILM NUMBER: 799030 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AT&T CORP CENTRAL INDEX KEY: 0000005907 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 134924710 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 32 AVENUE OF AMERICAS CITY: NEW YORK STATE: NY ZIP: 10013-2412 BUSINESS PHONE: 9082214268 MAIL ADDRESS: STREET 1: 32 AVENUE OF AMERICAS CITY: NEW YORK STATE: NY ZIP: 10012-2412 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN TELEPHONE & TELEGRAPH CO DATE OF NAME CHANGE: 19920703 SC 13D/A 1 0001.txt AMENDMENT NO. 1 TO SCHEDULE 13D =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE 13D* INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A) TELECORP PCS, INC. - ------------------------------------------------------------------------------- (Name of Issuer) CLASS A COMMON STOCK, $0.01 PAR VALUE PER SHARE - ------------------------------------------------------------------------------- (Title of Class of Securities) 879300 10 1 - ------------------------------------------------------------------------------- (CUSIP Number) MARILYN J. WASSER, ESQ. VICE PRESIDENT - LAW AND SECRETARY AT&T CORP. 295 NORTH MAPLE AVENUE BASKING RIDGE, NJ 07920 (908) 221-2000 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) DECEMBER 26, 2000 - ------------------------------------------------------------------------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: [] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). =============================================================================== - ------------------------------ ------------------------- CUSIP NO. 879300 10 1 SCHEDULE 13D (PAGE 1 OF 20) - ------------------------------ ------------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS AT&T CORP. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [] (b) [X] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* (SEE INSTRUCTIONS) WC - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) [] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - ------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER 35,410,279 (1) -------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 -------------------------------------------------------------- EACH REPORTING 9 SOLE DISPOSITIVE POWER 35,410,279 (1) -------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,410,279 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.84 - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! (1) Includes shares beneficially owned by virtue of the Equity Purchase Agreement (as described under Item 6) which the reporting person cannot vote or dispose of until they have been acquired thereunder. - ------------------------------ ------------------------- CUSIP NO. 879300 10 1 SCHEDULE 13D (PAGE 2 OF 20) - ------------------------------ ------------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS AT&T WIRELESS SERVICES, INC. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [] (b) [X] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* (SEE INSTRUCTIONS) WC - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) [] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER 35,410,279 (1) -------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 -------------------------------------------------------------- EACH REPORTING 9 SOLE DISPOSITIVE POWER 35,410,279 (1) -------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,410,279 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.84 - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! (1) Includes shares beneficially owned by virtue of the Equity Purchase Agreement (as described under Item 6) which the reporting person cannot vote or dispose of until they have been acquired thereunder. 2 - ------------------------------ ------------------------- CUSIP NO. 879300 10 1 SCHEDULE 13D (PAGE 3 OF 20) - ------------------------------ ------------------------- - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS AT&T WIRELESS PCS, LLC - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [] (b) [X] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* (SEE INSTRUCTIONS) WC - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) [] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- NUMBER OF SHARES 7 SOLE VOTING POWER 35,410,279 (1) -------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 -------------------------------------------------------------- EACH REPORTING 9 SOLE DISPOSITIVE POWER 35,410,279 (1) -------------------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,410,279 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.84 - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - ------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! (1) Includes shares beneficially owned by virtue of the Equity Purchase Agreement (as described under Item 6) which the reporting person cannot vote or dispose of until they have been acquired thereunder. 3 ITEM 1. Security and Issuer. This Amendment relates to the Class A Voting Common Stock, par value $0.01 per share, the Series C Preferred Stock, par value $0.01 per share, and the Series E Preferred Stock, par value $0.01 per share, of TeleCorp PCS, Inc., a Delaware corporation (formerly known as TeleCorp-Tritel Holding Company) (the "Issuer"). The Issuer's principal executive office address is located at 1010 N. Glebe Road, Suite 800, Arlington, Virginia 22201. This Schedule 13D amends the statement on Schedule 13D initially filed by each person or entity reporting pursuant to this Schedule 13D (each, a "Reporting Person" and together the "Reporting Persons") on November 13, 2000 (the "Initial Schedule 13D"). ITEM 2. Identity and Background. (a)-(c), (f). The name and state of formation or citizenship, as applicable, of each Reporting Person is herein incorporated by reference to the responses to Items 1 and 6 on the cover page provided for each respective Reporting Person. The address and principal business or occupation, as applicable, of each Reporting Person and the name, address, state of formation or citizenship and principal business or occupation, as applicable, of each general partner, manager, member, director or officer of each Reporting Person not disclosed on the cover page as a Reporting Person (each, a "Disclosed Party" and collectively, the "Disclosed Parties") is set forth on Schedules 1-A and 1-B hereto. Unless otherwise disclosed, each such person that is an individual is, to AT&T's knowledge, a citizen of the United States. AT&T Corp. ("AT&T") is among the world's communications leaders, providing voice, data and video telecommunications services to large and small businesses, consumers and government entities. AT&T and its subsidiaries furnish regional, domestic, international, local and Internet communication transmission services, including cellular telephone and other wireless services, and cable television services. The principal executive offices of AT&T are located at 32 Avenue of the Americas, New York, New York 10013-2412. The principal executive offices of AT&T Wireless Services, Inc. ("AT&T Wireless") and AT&T Wireless PCS, LLC ("AT&T PCS") are located at 7277 164th Avenue NE, Redmond, Washington 98052. (d) - (e). During the last five years, no Reporting Person, or, to the knowledge of such Reporting Person, any Disclosed Party related to such Reporting Person, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. Source and Amount of Funds or Other Consideration. The information set forth in Items 4 and 6 of this Schedule 13D is hereby incorporated by reference herein. 4 ITEM 4. Purpose of Transaction. The information set forth in Item 6 of this Schedule 13D is hereby incorporated by reference herein. TeleCorp PCS, Inc. ("TeleCorp I"), which is a predecessor of the Issuer, Tritel, Inc. ("Tritel") and AT&T Wireless entered into an Agreement and Plan of Reorganization and Contribution (the "Reorganization Agreement"), dated as of February 28, 2000. The parties to the Reorganization Agreement consummated the transactions contemplated thereby on November 13, 2000. As part of a stock transaction, upon consummation and pursuant to the terms of the Reorganization Agreement, each of TeleCorp I and Tritel separately merged (together, the "Merger") with a newly formed subsidiary of a new Issuer named TeleCorp, PCS, Inc. (referred as the TeleCorp II or Issuer herein and formerly known as TeleCorp-Tritel Holding Company). Upon consummation of the transaction, former shareholders of both of Tritel and TeleCorp I became shareholders of the Issuer. Prior to the Merger, AT&T PCS (which is managed by AT&T Wireless and is a wholly-owned affiliate of AT&T) held equity interests in each of TeleCorp I and Tritel. In respect of the Reorganization Agreement, AT&T Wireless contributed (the "Contribution") to TeleCorp I rights to acquire additional wireless licenses in Wisconsin and Iowa, paid approximately $20 million in cash and extended the term of the network membership license agreement with the operating subsidiaries through July 2005, in exchange for approximately 9,272,740 shares of Class A Common Stock. The Reporting Persons' acquisition of Class A Common Stock is 1) incidental to the consummation of the Merger and 2) in respect of the Contribution. As a result of the consummation of these transactions, AT&T Wireless' and its affiliates' equity stake in the Issuer is approximately 22.99%, on an as converted to Class A Common Stock basis. (a)-(j) The Reporting Persons intend to review their holdings in the Issuer on a continuing basis. As part of this ongoing review, the Reporting Persons have engaged, and may in the future engage, legal and financial advisors to assist them in such review and in evaluating strategic alternatives that are or may become available with respect to their holdings in the Issuer. In addition, from time to time, the Reporting Persons have been approached by (and expect further discussions with) certain existing stockholders of the Issuer regarding potential dispositions by such stockholders of the Issuer's equity to certain of the Reporting Persons (including AT&T Wireless and AT&T PCS or their affiliates). The Reporting Persons have also engaged in exploratory discussions with certain executives and stockholders of the Issuer regarding potential transactions between the Issuer and/or such executives and stockholders and the Reporting Persons. Such review, may lead to the taking of any of the actions set forth above or may lead the Reporting Persons to consider other alternatives. However, there can be no assurance that the Reporting Persons will develop any plans or proposals with respect to any of the foregoing matters or take any particular action or actions with respect to some or all of their holdings in the Issuer, or as to the timing of any such matters should they be so pursued by the Reporting Persons. The Reporting Persons reserve the right, at any time and in each Reporting Person's sole discretion, to take any of the actions set forth above. 5 Except as set forth above, the Reporting Persons have no present plans or intentions that would result in any of the matters required to be set forth in items (a) through (j) of Item 4 of Schedule 13D. ITEM 5. Interest in Securities of the Issuer. The responses to Items 7 through 13 on the cover page provided for each Reporting Person that relate to the beneficial ownership of the Class A Common Stock of TeleCorp, are incorporated herein by reference. The information set forth in Items 4 and 6 of this Schedule 13D is hereby incorporated by reference herein. (a) - (b) The responses to Items 5(a) and (b) are based upon the outstanding shares reported to the Reporting Persons by the Issuer's counsel on November 16, 2000. The shares beneficially held by the Reporting Persons consist of: 20,497,501 shares of Class A Common Stock representing approximately 11.48% of the outstanding shares of Class A Common Stock; 14,912,778 shares of Series F Preferred Stock representing 100% of the outstanding shares of Series F Preferred Stock (which are convertible at any time at the election of the Reporting Persons into 14,912,778 shares of Class A Common Stock, provided that unless and until the Class C Common Stock, the Class D Common Stock, the Class E Common Stock and the Class F Common Stock are convertible into Class A Common Stock in accordance with Section 4.12(e) of the Issuer's amended and restated certificate of incorporation, as amended (which is incorporated herein by reference), the first 195,063 shares of Series F Preferred Stock sought to be converted into Class A Common are convertible into one fully paid and non-assessable share of Class D Common Stock); 20,902 shares of Class D Common Stock representing approximately 2.45% of the outstanding shares of Class D Common Stock; 2,309.31 shares of Class F Common Stock representing approximately 6.12% of the outstanding shares of Class F Common Stock; 97,472.84 shares of Series A Convertible Preferred Stock representing 100% of the outstanding Series A Convertible Preferred Stock; 90,688.33 shares of Series B Convertible Preferred Stock representing 100% of the Series B Convertible Preferred Stock; 3,668.58 shares of Series C Preferred Stock representing approximately 1.74% of the outstanding shares of Series C Preferred Stock; 10,549 shares of Series E Preferred Stock representing approximately 41.09% of the outstanding shares of Series E Preferred Stock and 14,981,370 shares of Series G Preferred Stock representing 100% of the outstanding shares of Series G Preferred Stock. On an as-converted-to-Class A Common Stock basis, the Reporting Persons' total beneficial ownership of equity in the Issuer is approximately 26.11%. Each of AT&T, AT&T Wireless and AT&T PCS have the sole power to vote or direct the vote and the sole power to dispose or to direct the disposition of all the shares beneficially owned by them other than shares they have agreed to purchase but not yet acquired. AT&T, the sole member of AT&T PCS, and AT&T Wireless, the sole manager of AT&T PCS, may be deemed to beneficially own the shares held by AT&T PCS. AT&T PCS is party to a Stockholders' Agreement dated as of November 13, 2000 (the "Stockholders' Agreement"), by and among certain stockholders of the Issuer, which has been filed as an exhibit hereto and which is incorporated herein by reference (see Item 6 of this 6 Schedule 13D for a more detailed description). Pursuant to the terms of the Stockholders' Agreement, certain of the Issuer's stockholders and AT&T PCS have agreed, among other things, to vote for certain nominees to the Issuer's board of directors, and as such they may be deemed to be part of a "group" for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, whose members collectively hold more than 5% of TeleCorp's Class A Common Stock. Each Reporting Person disclaims its membership in such group and disclaims beneficial ownership of any shares of stock held by any party to the Stockholders' Agreement (other than itself, if applicable) or any other Reporting Person attributed to them by reason of the Stockholders' Agreement. The filing of this Schedule 13D shall not be construed as an admission that any Reporting Person is the beneficial owner of such shares or that the Reporting Person and any of such other stockholders' constitute such a person or group. Each Reporting Person is not responsible for the accuracy of any information filed in this Schedule 13D relating to any Reporting Person other than itself and its related persons or entities. (c) Except as otherwise set forth in this Schedule 13D, none of the Reporting Persons has executed transactions in the Class A Common Stock during the past 60 days. (d) With respect to the Class A Common Stock held by any Reporting Person, there is no person that has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such stock other than such Reporting Person. (e) Not applicable. ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. AT&T PCS and certain of the Issuer's other stockholders (including, among others, the initial investors of TeleCorp I and Tritel) are parties to the Stockholders' Agreement. The following description of the Stockholders' Agreement is qualified in its entirety by reference to the Stockholders' Agreement (which is attached as an exhibit hereto and incorporated herein by reference) and the detailed description of the Stockholders' Agreement contained in the Issuer's Registration Statement on Form S-4 filed with the Securities and Exchange Commission on June 20, 2000. Pursuant to the terms of the Stockholders' Agreement, each of the parties thereto has agreed to vote all of the shares of Class A Common Stock and Voting Preference Stock to cause the election of fourteen individuals (two of whom have only one-half vote) each to the Issuer's board, including: (a) Mr. Gerald T. Vento and Mr. Thomas H. Sullivan, so long as each remains an officer of TeleCorp and the Management Agreement between the Issuer and TeleCorp Management Corp. remains in effect; (b) two individuals selected by holders of a majority in interest of the Class A Common Stock beneficially owned by certain of TeleCorp I's initial investors other than AT&T PCS; (c) two individuals selected by holders of a majority in interest of the Class A Common Stock beneficially owned by certain of Tritel's initial investors other than AT&T PCS; 7 (d) two individuals selected by AT&T PCS in its capacity as the holder of the Issuer's Series A Convertible Preferred Stock and Series B Convertible Preferred Stock so long as AT&T PCS has the right to designate each such director in accordance with the Issuer's amended and restated certificate of incorporation, as amended; and (e) six individuals designated by the holders of Voting Preference Stock, including (1) one individual who must be reasonably acceptable to AT&T PCS; (2) two individuals who will be Mr. E.B. Martin, Jr. and Mr. William Mounger, II, so long as each remains an officer and employee of the Issuer, or two individuals who must be reasonably acceptable to Mr. Martin and Mr. Mounger, each individual in each case having one-half vote on all matters requiring a vote of the board of directors; and (3) three individuals who must be reasonably acceptable to holders of a majority in interest of Class A Common Stock beneficially owned by AT&T PCS, on the one hand, and the initial investors of TeleCorp I and Tritel other than AT&T PCS (collectively, the "Cash Equity Investors"), on the other hand, so long as such initial investors remain entitled to designate at least two directors, or, if they are not so entitled, by the remaining board of directors. In addition to providing for the designation of the initial fourteen members of the board of directors, the Stockholders' Agreement provides for certain limitations on the designation of members of the board of directors as follows: In the event that Mr. Martin ceases to be an officer or employee of the Issuer, Mr. Martin will resign or be removed from the board of directors. In the event that Mr. Mounger ceases to be an officer or employee of the Issuer and either the number of shares of common stock beneficially owned in aggregate by Mr. Mounger and Mr. Martin falls below seventy percent of the number of shares of the Issuer common stock beneficially owned by them on the date of closing of the consummation of the Reorganization Agreement, or two years elapse from the date of the closing of the consummation of the Reorganization Agreement, Mr. Mounger will resign or be removed from the board of directors. Following the first to occur of the resignation or removal of either Mr. Martin or Mr. Mounger, the board of directors will be reduced by one, the remaining individual board of director's seat will have one vote on all matters requiring vote of the board of directors, and any nominated director requiring the approval of Mr. Martin and Mr. Mounger will require the approval of only the remaining individual. In the event that neither Mr. Martin nor Mr. Mounger remains on the board of directors, the number of directors designated by the holders of the Voting Preference Stock who require approval by Mr. Martin and Mr. Mounger will be reduced to zero, and the number of directors designated by the holders of the Voting Preference Stock and acceptable to holders of a majority in interest of Class A Common Stock beneficially owned by AT&T PCS, on the one hand, and the Cash Equity Investors on the other hand, will be increased to four. In the event that Mr. Vento or Mr. Sullivan ceases to be an officer of the Issuer, or the management agreement between the Issuer and TeleCorp Management Corp. ceases to be in full force and effect, Mr. Vento or Mr. Sullivan, as applicable, will resign or be removed from the board of directors and the holders of the Voting Preference Stock will select a replacement or 8 replacements who must be acceptable to a majority in interest of the Cash Equity Investors and AT&T PCS. In the event that AT&T PCS ceases to be entitled to designate directors, the director or directors elected by AT&T PCS will resign or be removed from the board of directors and the remaining directors will take action so that the number of directors constituting the entire board of directors will be reduced accordingly. The number of directors the Cash Equity Investors will be permitted to designate will be reduced when the number of shares of common stock beneficially owned by the Cash Equity Investors on a fully diluted basis falls below: (i) 85% of the number of shares of common stock beneficially owned by such investors as of the consummation of the Reorganization Agreement; (ii) 70% of the number of shares of common stock beneficially owned by such investors as of the consummation of the Reorganization Agreement; (iii) 60% of the number of shares of common stock beneficially owned by such investors as of the consummation of the Reorganization Agreement; (iv) 50% of the number of shares of common stock beneficially owned by such investors as of the consummation of the Reorganization Agreement; such that the Cash Equity Investors will be permitted to designate three, two, one and zero directors, respectively; provided, however, that the reductions in the board of directors may not take place or may be delayed if certain Cash Equity Investors hold or maintain a specified percentage of common stock as set forth in the Stockholders' Agreement. In each instance in which the number of directors the Cash Equity Investors are entitled to designate is reduced, the director designated by the Cash Equity Investors beneficially owning the smallest percentage of shares of common stock then owned by any of the Cash Equity Investors whose designees then remain as directors will resign or be removed from the board of directors and the size of the board of directors will be reduced accordingly. In the event that either: (i) the number of directors the Cash Equity Investors are entitled to designate falls below two or (ii) both of the Cash Equity Investors entitled under the Stockholders' Agreement to designate the last two directors that the Cash Equity Investors may designate cease to beneficially own at least 75% of the number of shares of common stock beneficially owned by them as of the consummation of the Reorganization Agreement, the Cash Equity Investors will no longer be entitled to approve any designation of directors pursuant to paragraph (e)(3) above nor approve any director that replaces Mr. Vento or Mr. Sullivan on the board of directors. The Stockholders' Agreement restricts the sale, transfer or other disposition of capital stock, such as by giving rights of first offer and tag along rights and also provides for demand and "piggyback" registration rights. If one of the stockholders who is a party to the Stockholders' Agreement desires to transfer any or all of its shares of common stock, other than Voting Preference Stock and Class C Common Stock and Class E Common Stock, the selling stockholder must first give written notice to the Issuer and: (i) if the selling stockholder is one of the Cash Equity Investors 9 or any other stockholder who is a party to the Stockholders' Agreement, to AT&T PCS and (ii) if the selling stockholder is AT&T PCS, to each Cash Equity Investor. The stockholders who receive notice from the selling stockholders may acquire all, but not less than all, of the shares offered to be sold at the price offered by the selling stockholder. If none of the stockholders opts to purchase the shares of the selling stockholder, the selling stockholder can sell its shares to any other person on the same terms and conditions as originally offered to the stockholders. The right of first offer does not apply to the Issuer's repurchase of any shares of its Class A Voting Common Stock or Class E Preferred Stock from one of its employees in connection with the termination of the employee's employment with the Issuer. AT&T PCS has waived its right of first offer with respect to certain shares of the Issuer's Class A Common Stock so that the holders thereof could pledge them as collateral for loans. The lenders to these holders have granted to AT&T PCS a right of first negotiation in the event that the lender forecloses on the shares. The form of right of first negotiation granted by the lenders is attached hereto as Exhibit 10.8 and is incorporated herein by reference. A stockholder subject to the Stockholders' Agreement may not transfer (other than to certain affiliated successors) 25% (on a fully diluted basis as calculated under the Stockholders' Agreement) or more of any of the shares of any class of stock, whether alone or with other stockholders or whether in one transaction or a series of related transactions, unless the proposed transfer includes an offer to AT&T PCS, the Cash Equity Investors, Mr. Vento and Mr. Sullivan to participate in the transfer in accordance with the procedures included in the Stockholders' Agreement regarding the inclusion of other stockholders in the proposed transfer. Stockholders who are parties to the Stockholders' Agreement also have certain demand and piggyback registration rights. In some circumstances, such stockholders may demand that the Issuer register some or all of their securities with the SEC under the Securities Act of 1933. Also, if the Issuer proposes to register any shares of its Class A Common Stock or securities convertible into or exchangeable for Class A Common Stock with the SEC under the Securities Act of 1933 (other than registrations on Form S-4 or Form S-8), the Issuer must notify stockholders party to the Stockholders' Agreement of the Issuer's intention to do so, and such stockholders may include in the registration their shares of Class A Common Stock or securities convertible into or exchangeable for Class A Common Stock, subject to certain cutback provisions based on limitations on the number of shares that may be offered as determined by the underwriters in the offering. Furthermore, in the Stockholders' Agreement, each party agrees not to effect any public sale or distribution of Class A Common Stock or a similar security, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144, Rule 145 or Rule 144A under the Securities Act of 1933 during the 90 day period beginning on the effective date of the Merger, and additionally during such period commencing upon the filing of the registration statement for the offering described in the next paragraph (provided that the registration statement for such offering is filed within 60 days of the effective date of the Merger) and continuing so long as the Issuer is using commercially reasonable efforts to pursue such registration until such registration becomes effective, and for such additional period of time as is reasonably requested by the managing underwriter(s) of the offering described in the next paragraph, unless such sale or distribution is effected through the offering 10 described in the next paragraph, unless such sale or distribution is effected through the offering described in the next paragraph. In the Stockholders' Agreement, the Issuer agrees to use commercially reasonable efforts to file a registration statement giving rise to a piggyback registration relating to the Class A Common Stock within 60 days of the effective date of the Merger and have such registration statement declared effective within 150 days of the effective date of the Merger; provided, however, that the Issuer has agreed to include no more than 50% of newly issued shares in such offering, or $150 million, up to the first $300 million registered in such offering and thereafter no more than the 30% of the incremental shares registered by the Issuer as primary for offerings over and above $300 million. In addition to the approval of the Issuer's senior lenders, the terms of the Stockholders' Agreement may be amended only if agreed to in writing by the Issuer and the beneficial holders of a majority of the Class A Common Stock party to the Stockholders' Agreement, including AT&T PCS, 66 2/3% of the Class A Common Stock beneficially owned by the Cash Equity Investors, and 66 2/3% of the Class A Common Stock beneficially owned by Mr. Vento and Mr. Sullivan. The Stockholders' Agreement will terminate upon the earliest to occur of: (i) the written consent of each party, (ii) July 17, 2009 and (iii) the date on which a single stockholder beneficially owns all of the outstanding shares of Class A Common Stock. The Reporting Persons have been advised by the Issuer that it has entered into agreements with certain of its employees with respect to the capital stock of the Issuer owned by such employees. AT&T PCS may be a third party beneficiary of these agreements. These agreements contain voting provisions for the Issuer's Board of Directors and a right of first offer and a right of first negotiation in favor of AT&T PCS. On November 13, 2000, AT&T PCS entered into letter agreements with each of Mr. Vento and Mr. Sullivan (each, a "Management Stockholder") (each letter agreement, a "Letter Agreement"), pursuant to which each Management Stockholder agreed to certain restrictions on transfer of such Management Stockholder's shares of Voting Preference Stock, Class C Common Stock and Class D Common Stock of the Issuer. Among other things, each Management Stockholder agreed that he would not transfer any such shares without first offering such shares to AT&T PCS on the same price and terms. The term "transfer" as used in the letter agreements means (i) any proposed direct or indirect transfer, sale or assignment, whether by operation of law or otherwise, (ii) any proposed pledge or grant, creation or sufferage of a lien in or upon the subject stock (unless the pledgee acknowledges in writing the existence of the Letter Agreement and agrees in writing that the purchase right contained therein must be complied with before such pledgee can foreclose on or otherwise exercise any dominion or control over the subject stock), or (iii) proposing to give, place in trust (including transfers by testamentary or intestate succession) or other any other contract or transaction that has the effect of transferring beneficial ownership of the subject stock (unless the persons and/or entities acquiring such beneficial ownership of the subject stock acknowledge in writing the existence of the Letter Agreement and agree in writing that the purchase right contained therein must be complied with before such transferee can exercise control over the subject stock or effect a transfer of it). The 11 letter agreements provide that any purchase by AT&T PCS pursuant to such rights of first refusal may, at AT&T PCS's option, be made in cash or shares of AT&T Wireless Group Tracking Stock. The Letter Agreements were to have expired on July 17, 2003. On December 26, 2000, the parties to the Letter Agreements amended (as of December 22, 2000) the same to provide that before either of Mr. Vento or Mr. Sullivan may transfer any Voting Preference Stock, Class C Common Stock or Class D Common Stock of the Issuer to another person, he must first offer such shares to AT&T PCS at the lesser of (a) the same price at which he would transfer such shares to the other person or (b) the average closing price of the Issuer's Class A Common Stock for a five-day period preceding such offer. The Letter Agreements were also amended to remove the termination dates so that they do not expire. The amendments to the Letter Agreements are Exhibits 10.6 and 10.7 hereto and are incorporated herein by reference. On December 26, 2000, AT&T Wireless entered into an Equity Purchase Agreement with Mr. Vento and Mr. Sullivan (the "Equity Purchase Agreement"). The Equity Purchase Agreement, which is dated as of December 22, 2000, provides for AT&T Wireless to purchase 1,339,602 shares of Class A Common Stock, 490 shares of Series C Preferred Stock and 6,540 shares of Series E Preferred Stock from Mr. Vento, and 896,064 shares of Class A Common Stock, 108 shares of Series C Preferred Stock and 4,009 shares of Series E Preferred Stock from Mr. Sullivan, in each case at a purchase price of $21.00 per share, payable in cash or marketable securities. If AT&T Wireless uses cash to pay the purchase price, it is expected that it will come from working capital. The Equity Purchase Agreement also provides that the closing of such purchase and sale will occur, subject to the receipt of regulatory approvals and the fulfillment or waiver of other conditions, on the earlier of January 2, 2002 and three business days following notice from AT&T Wireless. If the transactions contemplated by the Equity Purchase Agreement are consummated, the equity stake of AT&T Wireless and its affiliates in the Issuer will be approximately 18.30% on an as-converted-to-Class A Common Stock basis. The Equity Purchase Agreement is Exhibit 10.4 hereto and is incorporated herein by reference. On December 26, 2000, AT&T Wireless entered into a Put Rights Agreement with Gerald T. Vento and Thomas H. Sullivan (the "Put Rights Agreement"). Under the Put Rights Agreement, which is dated as of December 22, 2000, Messrs. Vento and Sullivan have the right to require AT&T Wireless to purchase up to 2,917,988 shares and 2,003,901 shares, respectively, which they currently own of Class A Common Stock at a purchase price equal to the lesser of $18.30 and the 20-trading day average closing price of the Class A Common Stock at the time of the purchase and sale, payable in cash or marketable securities. If AT&T Wireless uses cash to pay the purchase price, it is expected that it will come from working capital. This right is exercisable from August 1, 2003 through July 31, 2005. However, if the average closing price of the Class A Common Stock is $16.30 or more during any 20-trading day period before July 31, 2004, the exercise period will expire on July 31, 2004, and if the average closing price of the Class A Common Stock is $16.30 or more during any 20-trading day period after July 31, 2004 but before July 31, 2005, the exercise period will expire ten days after the end of such 20-trading day period. If the transactions contemplated by the Put Rights Agreement are consummated fully, the equity stake of AT&T Wireless and its affiliates in the Issuer will be approximately 20.33% on an as-converted-to-Class A Common Stock basis, assuming the 12 transactions contemplated by the Equity Purchase Agreement are consummated. The Put Rights Agreement is Exhibit 10.5 hereto and is incorporated herein by reference. 13 ITEM 7. Material to be Filed as Exhibits. 2.1 Agreement and Plan of Reorganization and Contribution, dated as of February 28, 2000, among TeleCorp PCS Inc. (TeleCorp I), Tritel, Inc. and AT&T Wireless Services, Inc. (incorporated by reference to TeleCorp I's Form 8-K (File No. 000-27901), filed with the SEC on March 15, 2000). 3.1 Amended and Restated Certificate of Incorporation, TeleCorp PCS, Inc. (f/k/a TeleCorp-Tritel Holding Company) (incorporated by reference to the Issuer's Registration Statement on Form S-8 (File No. 333-49792), filed with the SEC on November 13, 2000). 3.2 Certificate of Amendment of Certificate of Incorporation of TeleCorp PCS, Inc. (incorporated by reference to the Issuer's Form 8-K (File No. 333-36954), filed with the SEC on November 13, 2000). 10.1 Stockholders' Agreement, dated as of November 13, 2000, by and among AT&T Wireless PCS, LLC, Cash Equity Investors, Management Stockholders and other Stockholders identified therein, and TeleCorp PCS, Inc. (incorporated by reference to the Issuer's From 8-K (File No. 333-36954), filed with the SEC on November 13, 2000). 10.2 Letter Agreement by and among AT&T Wireless Services, Inc. and Gerald T. Vento, dated November 13, 2000 (incorporated by reference to the Reporting Persons' Schedule 13D (File No. 005-58279), filed with the SEC on November 24, 2000). 10.3 Letter Agreement by and among AT&T Wireless Services, Inc. and Thomas H. Sullivan, dated November 13, 2000 (incorporated by reference to the Reporting Persons' Schedule 13D (File No. 005-58279), filed with the SEC on November 24, 2000). 10.4 Equity Purchase Agreement dated as of December 22, 2000 among AT&T Wireless Services, Inc., Gerald T. Vento and Thomas H. Sullivan (filed herewith). 10.5 Put Rights Agreement dated as of December 22, 2000 among AT&T Wireless Services, Inc., Gerald T. Vento and Thomas H. Sullivan (filed herewith). 10.6 Amendment dated as of December 22, 2000 to Letter Agreement between AT&T Wireless Services, Inc. and Gerald T. Vento (filed herewith). 10.7 Amendment dated as of December 22, 2000 to Letter Agreement between AT&T Wireless Services, Inc. and Thomas H. Sullivan (filed herewith). 10.8 Form of Lenders Right of First Negotiation (filed herewith) 14 99 Agreement to file this Schedule 13D, dated November 27, 2000 (incorporated by reference to the Reporting Persons' Schedule 13D (File No. 005-58279), filed with the SEC on November 24, 2000). 15 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: December 29, 2000 AT&T CORP. By: /s/ STEVEN GARFINKEL ------------------------------------ Name: Steven Garfinkel Title: Assistant Secretary Date: December 29, 2000 AT&T WIRELESS PCS, LLC By: AT&T Wireless Services, Inc., its Manager By: /s/ JOSEPH E. STUMPF ------------------------------------ Name: Joseph E. Stumpf Title: Vice President Date: December 29, 2000 AT&T WIRELESS SERVICES, INC. By: /s/ JOSEPH E. STUMPF ------------------------------------ Name: Joseph E. Stumpf Title: Vice President Page 16 of 20 Schedule 1-A AT&T CORP. DIRECTORS AND EXECUTIVE OFFICERS The name and present principal occupation of each director and executive officer of AT&T Corp. are set forth below. The business address for each person listed below is c/o AT&T Corp., 295 North Maple Avenue, Basking Ridge, New Jersey 07920. Name Title C. Michael Armstrong Chairman and Chief Executive Officer Kenneth T. Derr Director; Retired Chairman of the Board of Chevron Corporation M. Kathryn Eickhoff Director; President of Eickhoff Economics Incorporated Walter Y. Elisha Director; Retired Chairman of the Board and Chief Executive Officer of Springs Industries, Inc. George M. C. Fisher Director; Chairman of the Board of Eastman Kodak Company Donald V. Fites Director; Retired Chairman of Caterpillar, Inc. Amos B. Hostetter, Jr. Director; Chairman of Pilot House Associates Ralph S. Larsen Director; Chairman and Chief Executive Officer of Johnson & Johnson John C. Malone Director; Chairman of Liberty Media Corporation Donald F. Mc Henry Director; President of The IRC Group LLC Louis A. Simpson Director; President and Chief Executive Officer of Capital Operations of GEICO Corporation Michael I. Sovern Director; President Emeritus and Chancellor Kent Professor of Law at Columbia University Sanford I. Weill Director; Chairman and Co-Chief Executive Officer of Citigroup Inc. John D. Zeglis Director; Chairman and Chief Executive Officer of AT&T Wireless Group James W. Cicconi General Counsel and Executive Vice President-Law & Government Affairs Nicholas S. Cyprus Vice President and Controller Page 17 of 20 Schedule 1-A Mirian M. Graddick-Weir Executive Vice President - Human Resources Frank Ianna Executive Vice President and President AT&T Network Services Richard J. Martin Executive Vice President - Public Relations and Employee Communication David C. Nagel President - AT&T Labs & Chief Technology Officer Charles H. Noski Senior Executive Vice President and Chief Financial Officer John C. Petrillo Executive Vice President - Corporate Strategy & Business Development Richard R. Roscitt Executive Vice President and President - AT&T Business Services Daniel E. Somers* President and CEO - AT&T Broadband *Mr. Somers is a Canadian citizen. Page 18 of 20 AT&T WIRELESS SERVICES, INC. DIRECTORS AND EXECUTIVE OFFICERS The name and present principal occupation of each director and executive officer of AT&T Wireless Services, Inc. are set forth below. The business address for each person listed below, unless otherwise indicated, is 7277 164th Avenue, NE, Redmond, WA 98052. Title Name Address Director; Chairman and John D. Zeglis 295 North Maple Avenue Chief Executive Officer Basking Ridge, NJ 07920 of AT&T Wireless Group Director; President Mohan Gyani Director Harold W. Burlingame 295 North Maple Avenue Basking Ridge, NJ 07920 Executive Vice Jordan M. Roderick President - International Executive Vice Robert H. Johnson President - Wireless Operations Sr. Vice President - William W. Hague Acquisitions/Assistant Secretary Sr. Vice President - Donald A. Boerema Business Development and Strategy Sr. Vice President - Emilio Echave 11760 N. U.S. Highway 1 Channel Operations West Tower, 3rd Floor North Palm Beach, FL 33408 Sr. Vice President - Roderick Nelson Engineering Sr. Vice President - Joseph McCabe 295 North Maple Avenue Finance Basking Ridge, NJ 07920 Sr. Vice President - Gregory P. Landis General Counsel and Secretary Page 19 of 20 Title Name Address Sr. Vice President - Kim S. Whitehead Marketing Sr. Vice President - Andrea J. Doelling 1001 16th Street National Markets Suite C-1, A-125 Denver, CO 80265 Sr. Vice President - Kendra VanderMuelen Product Management and Development Vice President Larry Siefert Vice President - Joseph E. Stumpf Acquisitions and Development Vice President - Robert Stokes, Jr. Associate General Counsel Vice President - J. Walter Hyer, III Associate General Counsel/Assistant Secretary Vice President - Jane O'Donaghue Corporate Communications Vice President - Douglas I. Brandon 1150 Connecticut Avenue External 4th Floor Affairs/Assistant Washington, DC 20036 Secretary Vice President - Robert L. Lewis International Business Development Vice President - Tax Lawrence Kurland and Treasurer Page 20 of 20 EX-10.4 2 0002.txt EQUITY PURCHASE AGREEMENT Exhibit 10.4 EQUITY PURCHASE AGREEMENT (for TeleCorp Shares) This EQUITY PURCHASE AGREEMENT, dated as of December 22, 2000, among Gerald T. Vento ("Vento") and Thomas H. Sullivan ("Sullivan" and, together with Vento, the "Sellers") and AT&T Wireless Services, Inc, a Delaware corporation (the "Buyer"). Whereas, the Sellers in the aggregate own, in the amounts set forth opposite their names on Schedule I, shares (the "TeleCorp Shares")of capital stock of TeleCorp PCS, Inc, ("TeleCorp"), and the Buyer wishes to purchase the same. Now, therefore, the parties agree as follows: 1. Definitions "Affiliate" means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with that Person. For purposes of this definition, "control" (including the terms "controlling" and "controlled") means the power to direct or cause the direction of the management and policies of a Person, directly or indirectly, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise. "Average Last Trade Price" means the average last sale price for the 20 consecutive trading days ending three trading days immediately before later of (i) the day that the Qualifying Stock Notice is given to the Sellers and (ii) the day that is 20 calendar days before the Second Closing (such later day, the "Price Day"), which price shall be adjusted as appropriate for stock splits, stock dividends, recapitalizations, mergers and similar transactions and for ex-dividend trading. "Buyer" has the meaning set forth in the Preamble. "Consent" means any consent and approval of a Governmental Authority or other third party necessary to authorize, approve or permit the parties hereto to consummate the Transactions and for the Buyer to operate its business after the closing of the Transactions. "Courts" has the meaning set forth in Section 4(g). "FCC" means the Federal Communications Commission or similar regulatory authority established in replacement thereof. "FCC Law" means the Communications Act of 1934, as amended, including as amended by the Telecommunications Act of 1996, and the rules, regulations and policies promulgated thereunder. "Governmental Authority" means a Federal, state or local court, legislature, governmental agency (including, without limitation, the United States Department of Justice), commission or regulatory or administrative authority or instrumentality. "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. "Law" means applicable common law and any statute, ordinance, code or other law, rule, permit, permit condition, regulation, order, decree, technical or other standard, requirement or procedure enacted, adopted, promulgated, applied or followed by any Governmental Authority. "license" means a license, permit, certificate of authority, waiver, approval, certificate of public convenience and necessity, registration or other authorization, consent or clearance to construct or operate a facility, including any emissions, discharges or releases therefrom, or to transact an activity or business, to construct a tower or to use an asset or process, in each case issued or granted by a Governmental Authority. "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest, right of first refusal or right of others therein, or encumbrance of any nature whatsoever in respect of such asset, except for a Lien created by this Agreement, a Lien in favor of the Buyer or any Affiliate thereof or a Lien arising out of the Securities Act of 1933, as amended. "Material Adverse Effect" means a material adverse effect on the business, financial condition, assets, liabilities or results of operations of the Person specified. "Person" means an individual, corporation, partnership, limited liability company, association, joint stock company, Governmental Authority, business trust, unincorporated organization, or other legal entity. "Purchase Price" means $21.00 per TeleCorp Share. "Qualifying Stock" means any duly authorized, validly issued, fully paid and non-assessable equity security of a class that (i) is listed on the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market, (ii) traded every day during the 20 consecutive trading day-period preceding the Price Day, and had average daily trading volume during that period of at least 2,000,000 shares and an Average Last Trade Price of at least $10 per share, (iii) has been duly authorized and validly issued and is fully paid and nonassessable and (v) either (A) the resale thereof is the subject of an effective registration statement or (B) such Qualifying Stock is not a "restricted security" as defined in Rule 144 under the Securities Act of 1933, as amended and, to the best of 2 Buyer's knowledge the Seller is not an Affiliate of the issuer of the Qualifying Stock (except by virtue of Seller's ownership of such issuer's stock). "Qualifying Stock Notice" has the meaning set forth in Section 2(ii). "Related Person" means, with respect to any Person, such Person's spouse, parents, siblings and children and such Person's spouse's parents, siblings and children. "Sellers" has the meaning set forth in the Preamble. "Sullivan" has the meaning set forth in the Preamble. "Tax" or "Taxes" means any Federal, state, local or foreign tax, fee or other like assessment or charge of any kind, including any net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, value-added, transfer, franchise, profits, license, withholding on amounts paid by the taxpayer, payroll, employment, excise, severance, stamp, capital stock occupation, property, environmental or windfall tax, premium, custom, duty or other tax of any kind whatsoever, including any interest, penalty or addition thereto. "TeleCorp" has the meaning set forth in the recitals. "TeleCorp Shares" has the meaning set forth in the recitals. "TeleCorp Management Agreement" means that certain Management Agreement dated as of November 1, 2000 between TeleCorp Management Corp., Inc. and TeleCorp. "TeleCorp Stockholders Agreement" means that certain Stockholders' Agreement dated as of November 13, 2000 by and among BUYER, TeleCorp and the other TeleCorp stockholders named therein. "Transactions" means the transactions contemplated by this Agreement. "Vento" has the meaning set forth in the Preamble. 2. Purchase and Sale (i) Upon the terms and subject to the conditions hereof, the closing of the Transactions (the " Closing") shall take place at the offices of Friedman Kaplan Seiler & Adelman LLP, 875 Third Avenue, New York, New York at 10:00 a.m. local time on the earlier of (x) January 2, 2002 and (y) three business days following notice from the Buyer, but no earlier than the fifth business day following the date of receipt or waiver of the last Consent required by Section 5(a), or at such other place and/or time and/or on such other date as the parties may agree or as may be necessary to permit the fulfillment or waiver of the conditions set forth in Section 5 (the "Closing Date"). (ii) At the Closing, subject to the conditions hereof, (A) the Sellers shall sell the TeleCorp Shares to the Buyer by delivering to the Buyer one or more 3 certificates representing in the aggregate the TeleCorp Shares, accompanied by stock powers duly executed in blank, and (B) the Buyer shall buy the TeleCorp Shares from the Sellers by delivering to the Sellers the Purchase Price for each TeleCorp Share delivered to the Buyer at the Closing, payable at the option of the Buyer in any combination of cash by wire transfer of immediately available funds, or subject to the written notice (the "Qualifying Stock Notice") by the Buyer at least twenty (20) calendar days prior to the Closing, Qualifying Stock valued at its Average Last Trade Price before the Closing. (iii) The parties shall execute and deliver or cause to be executed and delivered all other documents, instruments, and certificates contemplated by this Agreement to be delivered at the Closing or necessary and appropriate in order to consummate the Transactions contemplated to be consummated at the Closing. 3. Closing Conditions The obligation of the Buyer to consummate the Transactions contemplated to occur at the Closing shall be conditioned on the following, unless waived by the Buyer: (a) Regulatory Approvals The obligation of each of the parties to consummate the transactions contemplated to occur at the Closing shall be subject to the condition precedent that all required Consents, if any, from any Governmental Authority shall have been obtained by final non-appealable order. If any regulatory approval is required for the Closing, an application for such regulatory approval shall be filed no later than January 31, 2001 and the Closing with respect thereto shall occur at the time provided in Section 2. If such approvals are denied by a final non-appealable order, or are not obtained before January 2, 2002, then notwithstanding the lack of a final non-appealable order, Buyer shall pay to the Sellers the Closing Price on January 2, 2002 and thereafter the Sellers shall transfer the TeleCorp Shares that were to have been transferred at the Closing to a trust created for that purpose within five business days following the receipt of all required regulatory approvals therefor (and the Sellers shall use their reasonable best efforts to assist in obtaining such approvals). As used herein, "final non-appealable order" when referring to an order of the FCC shall mean a preliminary grant which is not reversed, stayed, enjoined, set aside, annulled, or suspended within the deadline, if any, provided by applicable statute or regulation, and with respect to which no timely request for stay, motion or petition for reconsideration or rehearing, application or request for review, or notice of appeal or other judicial petition for review is pending, and as to which the time for filing any such request, motion, petition, application, appeal, or notice, and for the entry of an order staying, reconsidering, or reviewing on the FCC's or other regulatory authority's own motion, has expired and which preliminary grant is not subject to conditions that in the aggregate would have a material adverse effect on the Buyer. (b) Title, Liens, etc. The obligation of the Buyer to consummate the transactions contemplated to occur at the Closing shall be subject to the condition (unless waived by the Buyer) that 4 each Seller transferring TeleCorp Shares (i) is the sole beneficial and record owner thereof and has good and marketable title thereto free and clear of all Liens and (ii) has full power and authority to sell the TeleCorp Shares without conflict with the terms of any material agreement, law, order or instrument binding upon him. Each Seller shall deliver a written certification that the foregoing sentence is true on the Closing Date together with such customary instruments of assignment with respect to the transfers as the Buyer shall reasonably request, including certificates evidencing the TeleCorp Shares, accompanied by stock powers duly executed in blank,. Notwithstanding anything in Section 5(b) to the contrary, the Buyer shall be obligated to consummate the transactions contemplated to occur at the Closing regardless of (A) the bankruptcy of TeleCorp that results in the cancellation of any TeleCorp Shares or (B) a default or an "event of default" under an agreement for borrowed money that results in any TeleCorp Shares being foreclosed upon by the Buyer or any of its respective Affiliates, provided such bankruptcy, default or foreclosure is not: (x) the result of fraud, knowing and willful misconduct or bad faith by a Seller or an Affiliate of a Seller, or (y) due to a willful and knowing breach by a Seller or an Affiliate of a Seller under any Approved Instrument; and further provided that if a Seller or an Affiliate of a Seller or a Related Person of a Seller directly or indirectly derives any value arising out of TeleCorp Shares so cancelled or foreclosed, then such value shall be transferred to the Buyer as a condition precedent to the payment of the Purchase Price at the Closing. As used herein, "Approved Instrument" means the organizational documents of TeleCorp or any agreement to which TeleCorp, a Seller or an Affiliate of a Seller is a party. (c) Qualifying Stock If the Buyer elects to deliver Qualifying Stock to a Seller in payment of some or all of the Purchase Price, then the obligation of such Seller to consummate the transactions contemplated to occur at the Closing shall be subject to the condition that such Qualifying Stock has been duly authorized and validly issued and is fully paid and nonassessable and either (i) the resale thereof is the subject of any effective registration statement or (ii) such Qualifying Stock is not a "restricted security" as defined in Rule 144 under the Securities Act of 1933, as amended and, to the best of its knowledge the Seller is not an Affiliate of the issuer of the Qualifying Stock (except by virtue of Seller's ownership of such issuer's stock). The Buyer shall deliver a written certification that the foregoing sentence is true on the date of the Closing. (d) Cross Closing The obligation of the Buyer to consummate the transactions contemplated to occur at the Closing shall be subject to the condition (unless waived by the Buyer) that 5 the Sellers have not failed to consummate the transactions contemplated to occur under those certain Equity Purchase Agreements dated the date hereof among the Sellers and certain parties related to the Sellers and Cascade Wireless, LLC in breach of their obligation to do so in accordance with those Agreements (so long as the Buyer was or is not in breach of any such Agreement and was or is ready, willing and able to close thereunder). 4. Miscellaneous (a) This Agreement including the exhibits and schedules hereto and the certificates and instruments delivered pursuant to the terms of this Agreement, as the cases may be, embodies the entire agreement and understanding of the parties hereto in respect of the Transactions. There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such Transactions. (b) This Agreement may be amended, modified, supplemented or waived only by written agreement of each of the parties. (c) This Agreement is binding upon and is solely for the benefit of the parties hereto and their respective permitted successors, legal representatives and permitted assigns. No party may assign its rights and obligations hereunder without the prior written consent of the other parties, and any purported assignment without such consent shall be void. (d) Any failure of any of the parties to comply with any obligation, covenant, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Whenever this Agreement requires or permits consent by or on behalf of any party hereto, such consent shall be given in writing in a manner consistent with the requirement for a waiver of compliance as set forth in this paragraph. (e) All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party. (f) All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement will be in writing and will be deemed to have been given on the next business day after it is either (a) delivered personally to the recipient or (b) sent to the recipient by telecopy (receipt confirmed), reputable overnight next day express courier service (charges prepaid) or electronic mail 6 (receipt confirmed). Such notices, demands and other communications will be sent to the Sellers and the Buyer at the addresses indicated below: If to Buyer: AT&T Wireless Services, Inc. 7277 164th Avenue, NE Redmond, WA 98052 Attn: William Hague Telephone: 425-580-6000 Fax: 425-580-8405 With a copy to: AT&T Wireless Services, Inc. 7277 164th Avenue, NE Redmond, WA 98052 Attn: General Counsel Telephone: 425-580-6000 Fax: 425-580-8333 and Friedman Kaplan Seiler & Adelman LLP 875 Third Avenue New York, New York 10022 Attn: Gary D. Friedman Telephone: (212) 833-1105 Fax: (212) 355-6401 If to any Seller: 1010 N. Glebe Road Suite 800 Arlington, VA 22201 Attn: Thomas H. Sullivan Telephone: 703-236-1100 Fax: 703-236-1376 With a copy to: Cadwalader Wickersham & Taft 100 Maiden Lane New York, NY 10038 Attn: Brian Hoffmann Telephone: 212-504-6000 Fax: 212-504-6666 7 or to such other address as either party hereto may, from time to time, designate in writing delivered in a like manner. (g) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF. THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENT TO SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND OF THE UNITED STATES OF AMERICA LOCATED IN THE CITY OF NEW YORK (THE "COURTS") FOR ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS, WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUCH LITIGATION IN THE COURTS AND AGREE NOT TO PLEAD OR CLAIM IN ANY COURT THAT SUCH LITIGATION BROUGHT THEREIN HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. (h) 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. (i) The article and section headings contained in this Agreement are for convenience of reference only, are not part of the agreement of the parties and shall not affect in any way the meaning or interpretation of this Agreement. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the antecedent Person or Person may require. (j) All press releases, notices to customers and suppliers and other announcements with respect to this Agreement and the Transactions, as well as any statements (whether written or oral) made to the FCC with respect to this Agreement and the Transactions, shall be approved by both the Sellers and the Buyer prior to issuing any such announcement or making any such statement, provided that either party may make any public disclosure it believes in good faith is required by law or regulation (in which case the disclosing party will use its best efforts to advise the other party prior to making such disclosure and provide the other party an opportunity to review the proposed disclosure). (k) The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any Court. (l) All per share prices and all numbers and types of shares referred to herein shall be appropriately adjusted for stock splits, stock dividends, recapitalizations and similar transactions. 8 [Signature page follows] 9 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. AT&T WIRELESS SERVICES, INC. By: ----------------------------- Name: Title: ---------------------------------- GERALD T. VENTO ---------------------------------- THOMAS H. SULLIVAN Schedule I TELECORP SHARES - ----------------------------------------------------------------------- Series C Series E Preference Class A Common Preference - ----------------------------------------------------------------------- Vento 490 6,450 1,339,602 - ----------------------------------------------------------------------- Sullivan 108 4,009 896,064 - ----------------------------------------------------------------------- Total 598 10,459 2,235,666 - ----------------------------------------------------------------------- EX-10.5 3 0003.txt PUT RIGHTS AGREEMENT Exhibit 10.5 PUT RIGHTS AGREEMENT THIS AGREEMENT, dated as of December 22, 2000, among AT&T Wireless Services, Inc., a Delaware corporation (the "Buyer") on the one hand and Gerald T. Vento ("Vento") and Thomas H. Sullivan ("Sullivan" and together with Vento, the "Sellers") on the other hand W I T N E S S E T H: - - - - - - - - - - WHEREAS Sullivan owns the Sullivan Shares (as defined) and WHEREAS Vento owns the Vento Shares (as defined) and WHEREAS Sellers wish to have the right to sell the TeleCorp Shares (as defined) to the Buyer for the Put Price; NOW THEREFORE the parties hereto agree as follows in return for the respective promises and subject to the terms and conditions set forth below. Section 2. Definitions. "Average Last Trade Price" at any Closing means the average last sale price for the twenty (20) consecutive trading days ending three (3) trading days immediately before the Closing, which price shall be adjusted as appropriate for stock splits, stock dividends, recapitalizations, mergers and similar transactions and for ex-dividend trading. "Exercise Period" means the period that commences on the Put Date and expires on July 31, 2005, except that if a Price Interval has occurred before July 31, 2004, then the Exercise Period shall expire on July 31, 2004, and if a Price Interval first occurs after July 31, 2004 but before July 21, 2005, then the Exercise Period shall expire ten days after the last day of the first Price Interval to occur. "Lien" means any mortgage, lien, pledge, charge, security interest, right of first refusal or other right of others therein, or encumbrance of any nature whatsoever. "Management Agreement" means that certain Management Agreement between TeleCorp Management Corp., Inc. and TeleCorp dated as of November 1, 2000. "Price Interval" means a period of twenty (20) consecutive trading days during which the average last sale price for TeleCorp Class A Common Stock is at least $16.30 (which price shall be adjusted as appropriate for stock splits, stock dividends, recapitalizations, mergers and similar transactions and for ex-dividend trading). 1 "Qualifying Stock" means fully paid and nonassessable shares of AT&T Wireless Tracking Stock (or any successor security that is publicly traded and the average daily trading volume of which has been at least two million shares during the 30-day period before issuance to the Sellers) that (a) provided a Seller is not an Affiliate of the issuer of such shares or is an Affiliate of such issuer solely because of his beneficial ownership of the capital stock of such issuer, are not "restricted securities" as defined in Rule 144 under the Securities Act of 1933 or (b) with respect to the resale of which a registration statement has been declared effective. "Put Date" means August 1, 2003. "Put Price" means the product of the number of Put Shares and the lesser of (i) the Average Last Trade Price of TeleCorp Shares before the Closing at which they are to be sold to the Buyer and (ii) $18.30 (which price shall be adjusted for stock splits, stock dividends, recapitalizations, mergers and similar transactions. "Put Shares" means that number of TeleCorp Shares that Sullivan or Vento cause the Buyer to purchase pursuant to Section 3 hereof. "Sullivan Shares" means up to 2,003,901 shares of TeleCorp Class A Common Stock that (i) are owned by Sullivan on the date hereof and (ii) will not be subject to repurchase by TeleCorp pursuant to Section 7 of the Management Agreement on the Put Date. "TeleCorp Shares" means the Sullivan Shares and the Vento Shares. "TeleCorp" means TeleCorp PCS, Inc., a Delaware corporation, or any successor thereof. "Vento Shares" means 2,917,988 shares of TeleCorp Class A Common Stock that (i) are owned by Vento on the date hereof and (ii) will not be subject to repurchase by TeleCorp pursuant to Section 7 of the Management Agreement on the Put Date. Section 3. The Put. At any time during the Exercise Period, each of Sellers may elect, each on one occasion only, to cause the Buyer to purchase (which purchase shall be subject to the condition, which may be waived by the Buyer in its discretion, that the representations and warranties required to be delivered to the Buyer pursuant to Section 4.2 are all true at the time of such purchase) his respective Put Shares, for an aggregate price equal to the Put Price, which may be paid at Buyer's option in any combination of cash or Qualifying Stock valued at the Average Last Trade Price of the Qualifying Stock before the Closing when it will be issued. In order to exercise the election referred to above, Sellers (or either of them, if he is the only one electing to cause the Buyer to purchase Put Shares pursuant to this Section 2) must deliver written notice thereof to the Buyer, which notice must be received by the Buyer during the Exercise Period. Such notice shall be irrevocable upon receipt by the Buyer. 2 Section 4. Notices. Any notice hereunder shall be deemed received by the addressee thereof (i) on the day that it is actually received by the addressee or sent to the addressee by fax to the fax number set forth below or (ii) on the next business day following the day it is delivered to a reputable courier service for next-day delivery to the addressee at the address set forth below. Addresses and fax numbers are set forth below for: The Buyer: AT&T Wireless Services, Inc. 7277 - 164th Avenue NE Redmond, WA 98052 Attn: William Hague Fax: (425) 580-8405 with copies to: AT&T Wireless Services, Inc. 7277 - 164th Avenue NE Redmond, WA 98052 Attn: General Counsel Fax: (425) 580-8333 and: Friedman Kaplan Seiler & Adelman LLP 875 Third Avenue New York, New York 10022 Attn: D. Roger Glenn Fax: 212-355-6401 Sullivan or Vento: 1010 N. Glebe Road Suite 800 Arlington, Virginia 22201 Fax: 703-236-1176 3 With a copy to: Cadwalader, Wickersham & Taft 100 Maiden Lane New York, New York 10038 Attn: Brian Hoffmann Fax: 212-504-6666 The addresses and fax numbers set forth above may be amended by notice delivered as aforesaid by the amending party to the other parties and shall be effective upon deemed receipt thereof by the other parties. Section 5. Closings. 5.1 After the receipt of a notice pursuant to Section 2 hereof by the requisite persons named therein to receive notice, the parties hereto shall use reasonable best efforts including reasonable best efforts to obtain all required regulatory approvals, to consummate such closing (each a "Closing") of the purchase of TeleCorp Shares, as appropriate, as soon as practicable and in any event within five business days after such receipt if no regulatory approval is required. Buyer shall give notice to Sellers within ten business days of receipt of a notice pursuant to Section 2 hereof of the portion (by dollar value) of the purchase price that will consist of Qualifying Stock. If any regulatory approval is required, an application for such regulatory approval shall be filed no later than 15 days following the date of such receipt and the Closing with respect thereto shall occur no later than five business days following the receipt of all required regulatory approvals by final nonappealable order. Any closing shall be subject to the condition precedent that all required consents or approvals from any governmental entity shall have been obtained by final nonappealable order. As used herein, "final nonappealable order" when referring to an order of the FCC shall mean a preliminary grant which is not reversed, stayed, enjoined, set aside, annulled, or suspended within the deadline, if any, provided by applicable statute or regulation, and with respect to which no timely request for stay, motion or petition for reconsideration or rehearing, application or request for review, or notice of appeal or other judicial petition for review is pending, and as to which the time for filing any such request, motion, petition, application, appeal, or notice, and for the entry of an order staying, reconsidering, or reviewing on the FCC's or other regulatory authority's own motion, has expired and which preliminary grant is not subject to conditions that in the aggregate would have a material adverse effect on the Buyer. 5.2 At the Closing, each Seller transferring TeleCorp Shares shall represent and warrant to the Buyer in writing (i) that he is the sole beneficial and record owner thereof and has good and marketable title thereto free and clear of all Liens (other than Liens (a) arising out of this Agreement or (b) arising out of the Securities Act of 1933, as amended) and (ii) that he has full power and authority to sell the TeleCorp Shares without conflict with the terms of any material agreement, law, order or instrument binding upon him. Each Seller shall deliver such customary instruments of assignment with respect to the transfers at the Closing as the Buyer shall reasonably request, including certificates evidencing the TeleCorp Shares transferred endorsed in blank. 4 5.3 If the Buyer elects to deliver Qualifying Stock in accordance with Section 2, then the Buyer shall give written notice of such fact at least 20 calendar days prior to the Closing and shall represent and warrant to the recipient thereof in writing that such Qualifying Stock has been duly authorized and validly issued and is fully paid and nonassessable and either (i) the resale thereof is the subject of any effective registration statement or (ii) such Qualifying Stock is not a "restricted security" as defined in Rule 144 under the Securities Act of 1933, as amended and (iii) to the best of its knowledge the Seller is not an Affiliate of the issuer of the Qualifying Stock (except by virtue of Seller's ownership of such issuer's stock.) Section 6. Miscellaneous. 6.1 This Agreement and the other agreements referred to herein and contemplated hereby, together with any schedules and exhibits hereto and thereto, contain the entire agreement and understanding of the parties relating to the subject matter hereof and supersede all prior negotiations, proposals, offers, agreements and understandings (written or oral) relating to such subject matter. 6.2 Neither this Agreement nor any provision hereof may be amended or modified except in a writing signed by all the parties hereto. No failure or delay of any party in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce any such right or power, preclude any other further exercise thereof or the exercise of any other right or power. No waiver by any party of any departure by any other party from any provision of this Agreement shall be effective unless the same shall be in a writing signed by the party against which enforcement of such waiver or consent is sought, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice or similar communication by any party to another shall entitle such other party to any other or further notice or similar communication in similar or other circumstances, except as specifically provided herein. 6.3 The parties acknowledge that money damages may not be an adequate remedy for violations of this Agreement and that any party may, in its sole discretion, in an arbitration or a court of competent jurisdiction to the extent permitted hereunder, apply for specific performance or injunctive or other relief as such arbitration or court may deem just and proper in order to enforce this Agreement or to prevent violation hereof and, to the extent permitted by applicable law, each party waives any objection to the imposition of such relief. 6.4 All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall, unless otherwise specifically provided herein, be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by a party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party. 5 6.5 This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. No Seller may assign its rights or delegate its duties under this Agreement without the written consent of the Buyer. The Buyer may assign its rights or delegate its duties under this Agreement without the consent of any Seller but no such assignment or delegation shall in and of itself reduce the Buyer's obligations hereunder. 6.6 This Agreement is entered into solely for the benefit of the parties and no person other than the parties, their respective successors and permitted assigns, may exercise any right or enforce any obligation hereunder. 6.7 Each party will execute and deliver such further documents and take such further actions as any other party may reasonably request consistent with the provisions hereof in order to effect the intent and purposes of this Agreement. 6.8 THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. 6.9 If any term of this Agreement or the application thereof to any party or any circumstance shall be held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such term to the other parties or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by applicable law. 6.10 This Agreement does not create a partnership or agency relationship among the parties, or any other relationship between the parties except as expressly set forth herein. No party shall have any right or authority to assume, create or incur any liability or obligation, express or implied, in the name or on behalf of any other party. 6.11 This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one instrument. 6.12 The captions used herein are for convenience of reference only and shall not affect the interpretation or construction hereof. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the context may require. Unless otherwise specified, (a) the terms "hereof," "herein" and similar terms refer to this Agreement as a whole, (b) references herein to Sections refer to sections of this Agreement and (c) the word "including" connotes the words "including without limitation" unless the context requires otherwise. 6.13 If Buyer makes any offer to purchase outstanding shares of capital stock of TeleCorp, and the Sellers are prevented from accepting such offer solely because of the restrictions imposed by the Stockholders Agreement, then the Buyer shall waive its waiveable rights (and cause its Affiliates to waive their rights) under the Stockholders Agreement to the extent necessary to allow the Sellers to accept such offer. 6 IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first above written. AT&T Wireless Services, Inc. By: ------------------------------- Name: Title: ---------------------------------- Thomas Sullivan ---------------------------------- Gerald Vento EX-10.6 4 0004.txt AMENDMENT NO.1 TO LETTER AGREEMENT DATED 12/13/00 Exhibit 10.6 December 22, 2000 AT&T Wireless PCS, LLC 7277 164th Avenue, N.E. Redmond, WA 98052 Re: Amendment No. 1 to Letter Agreement Dated November 13, 2000 Regarding Sale of Subject Shares Ladies and Gentlemen: Reference is made to that certain letter agreement, dated November 13, 2000 (the "Letter Agreement"), between AT&T Wireless PCS, LLC ("AT&T PCS"), and Gerald T. Vento (the "Management Stockholder"), setting forth certain rights and obligations with respect to the shares of Voting Preference Stock, par value $0.01 per share, Class C Common Stock, par value $0.01 per share, and Class D Common Stock, par value $0.01 per share, (collectively, the "Subject Stock") of TeleCorp PCS, Inc. (the "Company") held by the Management Stockholders. Defined terms used herein and not otherwise defined shall have the meanings assigned in the Letter Agreement. 1. Notwithstanding anything to the contrary contained in the Letter Agreement or in any Notice delivered pursuant thereto, in the event AT&T exercises its rights and option under Section 2 of the Letter Agreement to purchase (or designate another party to purchase) Subject Shares, the purchase price per share payable by AT&T PCS (or such designee) for any such Subject Shares shall be equal to the lesser of (i) the purchase price per share set forth in the notice, and (ii) the average closing price per share for the Company's Class A Common Stock for the five (5) trading days ending two (2) days prior to the date of execution of the Sale Offer. Section 13 of the Letter Agreement is hereby deleted in its entirety and the Letter Agreement shall have no expiration date. 2. This letter shall be deemed to be an amendment to the Letter Agreement. All references to the Letter Agreement in any other agreements or documents shall on and after the date hereof be deemed to refer to the Letter Agreement as amended hereby. Except as amended hereby, the Letter Agreement shall remain in full force and effect and is hereby ratified, adopted and confirmed in all respects. 3. This letter may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 1 If you are in agreement with the terms of this letter, please sign two copies in the space provided below and return it to the undersigned. Very truly yours, AT&T WIRELESS SERVICES, INC. By: ------------------------ Title: --------------------- Agreed and accepted as of the date hereof: - ----------------------------------------- GERALD T. VENTO EX-10.7 5 0005.txt AMENDMENT NO.1 TO LETTER AGREEMENT DATED 12/13/00 Exhibit 10.7 December 22, 2000 AT&T Wireless PCS, LLC 7277 164th Avenue, N.E. Redmond, WA 98052 Re: Amendment No. 1 to Letter Agreement Dated November 13, 2000 Regarding Sale of Subject Shares Ladies and Gentlemen: Reference is made to that certain letter agreement, dated November 13, 2000 (the "Letter Agreement"), between AT&T Wireless PCS, LLC ("AT&T PCS"), and Thomas H. Sullivan (the "Management Stockholder"), setting forth certain rights and obligations with respect to the shares of Voting Preference Stock, par value $0.01 per share, Class C Common Stock, par value $0.01 per share, and Class D Common Stock, par value $0.01 per share, (collectively, the "Subject Stock") of TeleCorp PCS, Inc. (the "Company") held by the Management Stockholders. Defined terms used herein and not otherwise defined shall have the meanings assigned in the Letter Agreement. 1. Notwithstanding anything to the contrary contained in the Letter Agreement or in any Notice delivered pursuant thereto, in the event AT&T exercises its rights and option under Section 2 of the Letter Agreement to purchase (or designate another party to purchase) Subject Shares, the purchase price per share payable by AT&T PCS (or such designee) for any such Subject Shares shall be equal to the lesser of (i) the purchase price per share set forth in the Notice, and (ii) the average closing price per share for the Company's Class A Common Stock for the five (5) trading days ending two (2) days prior to the date of execution of the Sale Offer. Section 13 of the Letter Agreement is hereby deleted in its entirety and the Letter Agreement shall have no expiration date. 2. This letter shall be deemed to be an amendment to the Letter Agreement. All references to the Letter Agreement in any other agreements or documents shall on and after the date hereof be deemed to refer to the Letter Agreement as amended hereby. except as amended hereby, the Letter Agreement shall remain in full force and effect and is hereby ratified, adopted and confirmed in all respects. 3. This letter may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 1 If you are in agreement with the terms of this letter, please sign two copies in the space provided below and return it to the undersigned. Very truly yours, AT&T WIRELESS SERVICES, INC. By: ------------------------ Title: --------------------- Agreed and accepted as of the date hereof: - ------------------------------------------- THOMAS H. SULLIVAN EX-10.8 6 0006.txt RIGHT OF FIRST NEGOTIATION AGREEMENT Exhibit 10.8 RIGHT OF FIRST NEGOTIATION AGREEMENT This Right of First Negotiation Agreement dated as of ___________, 2000, by and between AT&T WIRELESS PCS, LLC ("AT&T PCS") and ___________ ("Lender") regarding certain securities of TELECORP PCS, INC. (the "Company") which may be pledged to Lender by certain holders of Class A Voting Common Stock, $.01 par value per share, of the Company (the "Common Stock") issued pursuant to the TeleCorp PCS, Inc. 1998 Restricted Stock Plan (the "Restricted Stock Plan") set forth on Schedule I hereto (collectively, the "Restricted Stockholders"). WHEREAS, AT&T PCS and others are parties to certain Stockholders' Agreements, set forth on Schedule II, with each of the Restricted Stockholders (collectively, the "Restricted Stockholders' Agreements") pursuant to which, among other things, such parties entered into certain agreements regarding the transfer of the shares of the Company's capital stock owned by each Restricted Stockholder; WHEREAS, each Restricted Stockholder may desire to pledge certain Pledged Shares (defined below) to Lender in order to obtain a personal margin loan, and if obtained Lender would be free to sell such Restricted Stockholder's Pledged Shares without restriction (except as set forth herein), in whole or in part, pursuant to certain agreements between Lender and such Restricted Stockholder. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 1. Waiver. AT&T agrees that, notwithstanding any provisions set forth in the Restricted Stockholders' Agreements, each Restricted Stockholder shall be entitled to pledge to Lender, in connection with obtaining a personal margin loan (a "Margin Loan"), up to the amount of shares of Common Stock owned by him which have vested pursuant to the Restricted Stock Plan as of the date such Restricted Stockholder obtains the Margin Loan (collectively, the "Pledged Shares"), and that such financial institution shall be free to sell the Pledged Shares of such Restricted Stockholder to satisfy the Restricted Stockholder's Margin Loan, subject to Lender's obligations in Section 2 below, pursuant to the terms of its agreement(s) with such Restricted Stockholder. Notwithstanding any of the foregoing, the terms and conditions regarding the termination of transfer restrictions set forth in the Restricted Stockholders' Agreements shall remain in full force and effect. 2. Right of First Negotiation. (a) At any time Lender desires to sell all or any part of any Pledged Shares, Lender shall submit a written offer to sell such shares (the "Offered Shares") to AT&T PCS (the "Offer") by facsimile to the number specified below herein. For the applicable first negotiation period hereinafter set forth, AT&T PCS shall have the exclusive right to negotiate with Lender with respect to the purchase of the Offered Shares; it being understood and agreed that such exclusive right shall not be deemed to be a right of first offer or right of first refusal for the benefit of AT&T PCS and Lender shall have the right to reject any offer made by AT&T PCS during such applicable first negotiation period. AT&T PCS agrees that any offer made by it (other than as provided in clause (1) of Section 2(c)) shall be for a price per share of Common Stock not lower than the average Per Share Market Value for the five (5) Trading Days immediately preceding the date of the offer. "Per Share Market Value" means on any particular date (a) if the Common Stock is listed on The Nasdaq National Market or Nasdaq Small Cap Market or any stock exchange, the closing bid price per share of the Common Stock on such date on The Nasdaq National Market or Nasdaq Small Cap Market or other stock exchange on which the Common Stock is listed or if there is no such price on such date, then the closing bid price per share of the Common Stock on The Nasdaq National Market or Nasdaq Small Cap Market or other stock exchange on the date nearest preceding such date, or (b) if the Common Stock is not listed on The Nasdaq National Market or Nasdaq Small Cap Market or any stock exchange, the closing bid price for a share of Common Stock in the over-the-counter market, as reported by the Nasdaq Stock Market at the close of business on such date, or (c) if the Common Stock is not quoted on the Nasdaq Stock Market, the closing bid price for a share of Common Stock in the over-the-counter market as reported by the National Quotation Bureau Incorporated (or similar organization or agency succeeding to its functions of reporting prices), or (d) if the Common Stock is not reported by the National Quotation Bureau Incorporated (or similar organization or agency succeeding to its functions of reporting prices), then the average of the "Pink Sheet" quotes for the relevant period, as determined in good faith by AT&T PCS. "Trading Day" means (i) if the Common Stock is listed on The Nasdaq National Market or Nasdaq Small Cap Market or any stock exchange, a day on which the Common Stock is traded on The Nasdaq National Market or Nasdaq Small Cap Market or principal stock exchange on which the Common Stock is listed, or (ii) if the Common Stock is not listed on The Nasdaq National Market or Nasdaq Small Cap Market or any stock exchange, a day on which the Common Stock is traded in the over-the-counter market, as reported by the Nasdaq Stock Market, or (iii) if the Common Stock is not quoted on the Nasdaq Stock Market, a day on which the Common Stock is quoted in the over-the-counter market as reported by the National Quotation Bureau Incorporated (or any similar organization or agency succeeding its functions of reporting prices) or (iv) if the Common Stock is not reported by the National Quotation Bureau Incorporated (or similar organization or agency succeeding to its functions of reporting prices), a day on which the Common Stock is quoted in the "Pink Sheet" quotes for such day. AT&T PCS agrees that any offer made by it as provided in clause (1) of Section 2(c) shall be at a price per share of Common Stock equal to the price per share at which the Common Stock is sold to the underwriters in such registered offering. (b) Upon the expiration of such applicable first negotiation period, Lender shall have the right (for the applicable offer period hereinafter set forth with respect to each applicable first negotiation period), following the expiration of such applicable first negotiation period, to offer and sell such Offered Shares included in such written notice on such terms and conditions as shall be acceptable to Lender in its sole discretion. If any of such Offered Shares included in such written notice are not sold pursuant to the provisions of this Section prior to the expiration of the applicable offer period, such Offered Shares shall become subject once again to the provision and restrictions hereof. (c) If Lender desires to sell any Offered Shares (1) pursuant to a registration of Common Stock of the Company in an underwritten offering that constitutes a bona fide distribution of such Common Stock pursuant to such registration, the applicable first negotiation period shall be ten (10) days and the applicable offer period upon the expiration of such first negotiation period shall be one hundred twenty (120) days, (2) pursuant to Rule 144, the applicable first negotiation period shall be three (3) hours (it being understood and agreed that Lender shall, in addition to providing the Offer by facsimile, use commercially reasonable efforts to contact AT&T PCS by telephone in accordance with the notice provisions hereof) and the applicable offer period upon the expiration of such first negotiation period shall be five (5) business days, and (3) in any single transaction or series of related transactions to one or more persons which will result in the sale by Lender (together with any other stockholder of the Company, including the Restricted Stockholders, participating in such single transaction or series of related transactions) of not more than ten percent (10%) of the Common Stock of the Company on a fully diluted basis (excluding for such purposes the Company's Series A Preferred Stock), the applicable first negotiation period shall be one (1) business day, so long as the Offer is given to AT&T PCS prior to 9:00 A.M. on the day prior to the date of such proposed sale (it being understood and agreed that Lender shall, in addition to giving written notice of such proposed sale by facsimile, use commercially reasonable efforts to contact AT&T PCS by telephone in accordance with the notice provisions hereof) and the applicable offer period upon the expiration of such first negotiation period shall be ten (10) business days. (d) Notwithstanding any of the foregoing, AT&T PCS' rights with respect to the Pledged Shares shall terminate concurrently with and in the same manner as the termination of transfer restrictions set forth in the Restricted Stockholders' Agreements. 2. Notices. All notices or other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery by facsimile transmission with an electronic acknowledgement of receipt addressed as follows (or to such other address for a party as shall be specified by like notice): If to AT&T PCS: c/o AT&T Wireless Services, Inc. 7277 164th Ave., N.E. Redmond, WA 98052 Attention: William W. Hague Telephone: (425) 580-8416 Facsimile: (425) 580-8405 If to Lender: IN WITNESS WHEREOF, each of the parties has executed this Agreement by its duly authorized officers as of the date first written above. AT&T WIRELESS PCS, LLC By ----------------------------- Its ----------------------------- [LENDER] By ----------------------------- Its ----------------------------- -----END PRIVACY-ENHANCED MESSAGE-----