EXHIBIT 10.18 STOCK PURCHASE AGREEMENT BETWEEN TSI COMMUNICATION HOLDINGS, INC. AND TSI COMMUNICATION HOLDINGS, LLC DATED AS OF FEBRUARY 14, 2002 TABLE OF CONTENTSStock Purchase Agreement • May 14th, 2002 • Tsi Finance Inc • Delaware
EXHIBIT 10.15 CONSULTING AGREEMENT THIS AGREEMENT is entered into as of February 14, 2002, by and between Michael G. Hartman ("Consultant") and TSI Telecommunication Services Inc., a Delaware corporation (the "Company"). The Company and Consultant are...Consulting Agreement • May 14th, 2002 • Tsi Finance Inc • Delaware
CREDIT AGREEMENTCredit Agreement • May 14th, 2002 • Tsi Finance Inc • New York
TSI Merger Sub, Inc., to be merged with and into TSI Telecommunication Services Inc., and each of the Guarantors named herein 12 3/4% Senior Subordinated Notes due 2009Tsi Finance Inc • May 14th, 2002 • New York
EXHIBIT 2.1 STOCK PURCHASE AGREEMENT DATED AS OF DECEMBER 7, 2001Stock Purchase Agreement • May 14th, 2002 • Tsi Finance Inc • New York
EXHIBIT 10.19 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this "AGREEMENT") is made as of February 14, 2002, by and between TSI Telecommunication Holdings, LLC, a Delaware limited liability company (the "COMPANY"), and Snowlake Investment Pte Ltd...Purchase Agreement • May 14th, 2002 • Tsi Finance Inc • Delaware
EXHIBIT 3.8 TSI TELECOMMUNICATION HOLDINGS, LLC LIMITED LIABILITY COMPANY AGREEMENT Dated as of February 14, 2002 THE COMPANY INTERESTS REPRESENTED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES...Limited Liability Company Agreement • May 14th, 2002 • Tsi Finance Inc • Delaware
EXHIBIT 10.24 REGISTRATION AGREEMENT THIS REGISTRATION AGREEMENT (this "AGREEMENT") is made as of February 14, 2002, by and among (i) TSI Telecommunication Holdings, LLC, a Delaware limited liability company (the "LLC"), (ii) GTCR Fund VII, L.P., a...Registration Agreement • May 14th, 2002 • Tsi Finance Inc • Delaware
EXHIBIT 10.23 TRANSITION SERVICES AGREEMENT This TRANSITION SERVICES AGREEMENT (this "AGREEMENT") is made as of February 14, 2002 by and between VERIZON INFORMATION SERVICES INC., a Delaware corporation ("SELLER"), and TSI TELECOMMUNICATION SERVICES...Transition Services Agreement • May 14th, 2002 • Tsi Finance Inc • New York
EXHIBIT 10.22 PROFESSIONAL SERVICES AGREEMENT THIS PROFESSIONAL SERVICES AGREEMENT (this "AGREEMENT"), dated as of February 14, 2002, between GTCR Golder Rauner, L.L.C., a Delaware limited liability company ("GTCR"), and TSI Merger Sub, Inc., a...Professional Services Agreement • May 14th, 2002 • Tsi Finance Inc • Delaware
EXHIBIT 10.16 SECURITYHOLDERS AGREEMENT THIS SECURITYHOLDERS AGREEMENT (this "AGREEMENT") is made as of February 14, 2002 by and among (i) TSI Telecommunication Holdings, LLC, a Delaware limited liability company (the "COMPANY"), (ii) GTCR Fund VII,...Securityholders Agreement • May 14th, 2002 • Tsi Finance Inc • Delaware
EXHIBIT 10.17 UNIT PURCHASE AGREEMENT THIS UNIT PURCHASE AGREEMENT (this "AGREEMENT") is made as of February 14, 2002, between TSI Telecommunication Holdings, LLC, a Delaware limited liability company (the "COMPANY") and GTCR Fund VII, L.P., a...Unit Purchase Agreement • May 14th, 2002 • Tsi Finance Inc • Delaware
EXHIBIT 2.3 ASSET TRANSFER AGREEMENT This ASSET TRANSFER AGREEMENT (this "AGREEMENT") is made as of February 14, 2002, by and between TSI Networks Inc., a Delaware corporation (the "TRANSFEREE"), and TSI Telecommunication Services Inc., a Delaware...Asset Transfer Agreement • May 14th, 2002 • Tsi Finance Inc • Delaware
VERIZON INFORMATION SERVICES INC. c/o Verizon Communications Inc. 1095 Avenue of the Americas 41st Floor New York, New York 10036Tsi Finance Inc • May 14th, 2002
EXHIBIT 10.21 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this "AGREEMENT") is made as of February 14, 2002, by and between TSI Telecommunication Holdings, LLC, a Delaware limited liability company (the "COMPANY") and Christian Schiller, Arnis Kins...Purchase Agreement • May 14th, 2002 • Tsi Finance Inc • Delaware
EXHIBIT 10.25 INDUCEMENT AGREEMENT THIS INDUCEMENT AGREEMENT (this "AGREEMENT") is entered into as of February 14, 2002 by and among GTCR Fund VII, L.P., a Delaware limited partnership ("GTCR FUND VII "), GTCR Fund VII/A, L.P., a Delaware limited...Inducement Agreement • May 14th, 2002 • Tsi Finance Inc • Delaware
EXHIBIT 10.26 TERMINATION AGREEMENT AND RELEASE (VERIZON DATA SERVICES) This Agreement is entered into by and between the parties named below as of February 14, 2002. 1. Reference is made to that certain Amended and Restated Agreement of Merger dated...Termination Agreement and Release • May 14th, 2002 • Tsi Finance Inc
VERIZON INFORMATION TECHNOLOGIES INC. AND TSI TELECOMMUNICATION SERVICES, INC.Processing Services Agreement • May 14th, 2002 • Tsi Finance Inc • Florida
EXHIBIT 10.11 SENIOR MANAGEMENT AGREEMENT THIS SENIOR MANAGEMENT AGREEMENT (this "AGREEMENT") is made as of February 14, 2002, by and among TSI Telecommunication Holdings, LLC, a Delaware limited liability company (the "COMPANY"), TSI Merger Sub,...Senior Management Agreement • May 14th, 2002 • Tsi Finance Inc • Delaware
EXHIBIT 10.27 INTELLECTUAL PROPERTY AGREEMENTIntellectual Property Agreement • May 14th, 2002 • Tsi Finance Inc
EXHIBIT 2.2 AMENDED AND RESTATED AGREEMENT OF MERGER DATED AS OF DECEMBER 7, 2001, AS AMENDED AND RESTATED AS OF JANUARY 14, 2002 AMONG TSI TELECOMMUNICATION HOLDINGS, INC., TSI MERGER SUB, INC. VERIZON INFORMATION SERVICES INC.,Agreement of Merger • May 14th, 2002 • Tsi Finance Inc • New York
EXHIBIT 10.2 GUARANTEE AND COLLATERAL AGREEMENTGuarantee and Collateral Agreement • May 14th, 2002 • Tsi Finance Inc • New York
EXHIBIT 10.3 INTELLECTUAL PROPERTY SECURITY AGREEMENT This INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of February 14, 2002 (as amended, supplemented or otherwise modified from time to time, the "INTELLECTUAL PROPERTY SECURITY AGREEMENT"), is...Intellectual Property Security Agreement • May 14th, 2002 • Tsi Finance Inc • New York
EXHIBIT 10.5 SENIOR MANAGEMENT AGREEMENT THIS SENIOR MANAGEMENT AGREEMENT (this "AGREEMENT") is made as of February 14, 2002, by and among TSI Telecommunication Holdings, LLC, a Delaware limited liability company (the "COMPANY"), TSI Merger Sub, Inc.,...Senior Management Agreement • May 14th, 2002 • Tsi Finance Inc • Delaware
EXHIBIT 4.1 TSI MERGER SUB, INC. TO BE MERGED WITH AND INTO TSI TELECOMMUNICATION SERVICES INC. 12 3/4% SENIOR SUBORDINATED NOTES DUE 2009 PURCHASE AGREEMENT February 5, 2002 Lehman Brothers Inc. 790 7th Avenue New York, New York 10019 Ladies and...Tsi Finance Inc • May 14th, 2002 • New York
EXHIBIT 10.20 CO-INVEST PURCHASE AGREEMENT THIS CO-INVEST PURCHASE AGREEMENT (this "AGREEMENT") is made as of February 14, 2002, by and between TSI Telecommunication Holdings, LLC, a Delaware limited liability company (the "COMPANY"), and Project...Co-Invest Purchase Agreement • May 14th, 2002 • Tsi Finance Inc • Delaware
RECITALSGuaranty of Wireless Revenue • May 14th, 2002 • Tsi Finance Inc • New York
EXHIBIT 10.7 SENIOR MANAGEMENT AGREEMENT THIS SENIOR MANAGEMENT AGREEMENT (this "AGREEMENT") is made as of February 14, 2002, by and among TSI Telecommunication Holdings, LLC, a Delaware limited liability company (the "COMPANY"), TSI Merger Sub, Inc.,...Senior Management Agreement • May 14th, 2002 • Tsi Finance Inc • Delaware
VERIZON INFORMATION TECHNOLOGIES INC. AND TSI TELECOMMUNICATION SERVICES, INC.Computing Services Agreement • May 14th, 2002 • Tsi Finance Inc • Florida
EXHIBIT 4.3 TSI MERGER SUB, INC. TO BE MERGED WITH AND INTO TSI TELECOMMUNICATION SERVICES INC. 12 3/4% SENIOR SUBORDINATED NOTES DUE 2009 UNCONDITIONALLY GUARANTEED AS TO THE PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST BY EACH OF THE...Tsi Merger • May 14th, 2002 • Tsi Finance Inc • New York
EXHIBIT 10.6 SENIOR MANAGEMENT AGREEMENT THIS SENIOR MANAGEMENT AGREEMENT (this "AGREEMENT") is made as of February 14, 2002, by and among TSI Telecommunication Holdings, LLC, a Delaware limited liability company (the "COMPANY"), TSI Merger Sub, Inc.,...Senior Management Agreement • May 14th, 2002 • Tsi Finance Inc • Delaware
