Exhibit 10.48
FORM OF AMENDMENT NO. 1 TO
INVESTORS STOCKHOLDERS' AGREEMENT
AMENDMENT NO. 1 TO INVESTORS STOCKHOLDERS' AGREEMENT, dated as of
, 1999 (this "Amendment") to that certain Investors Stockholders'
-------------
Agreement dated as of February 4, 1998 (the "Investors Stockholders'
-----------------------
Agreement"), by and among CB CAPITAL INVESTORS, L.P., together with its
---------
Affiliated Successors ("Chase"), X.X. XXXXXX INVESTMENT CORPORATION and SIXTY
-----
WALL STREET SBIC FUND, L.P., , PRIVATE EQUITY INVESTORS III, L.P.,
-------------
EQUITY-LINKED INVESTORS-II, TORONTO DOMINION CAPITAL (USA), INC., DAG-TRITON
PCS, L.P., FIRST UNION CAPITAL PARTNERS, INC. and the investors listed on
Schedule I to the Investors Stockholders' Agreement (collectively, the "Cash
----
Equity Investors"), Xxxxxxx X. Xxxxxxxx, Xxxxxx X. Xxxxxxx and Xxxxx X. Xxxxx
----------------
(the "Management Stockholders").
-----------------------
WHEREAS, in connection with the initial public offering of the capital
stock of Triton PCS Holdings, Inc. ("Triton"), the Stockholders desire to
------
amend the Investors Stockholders' Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements hereinafter set forth, and other good and valuable consideration, the
value and sufficiency of which is hereby acknowledged the parties hereto agree
as follows:
1. Defined Terms. Capitalized terms used herein, except as otherwise
-------------
defined herein, shall have the meanings given to such terms in the Investors
Stockholders' Agreement.
2. Amendments.
----------
(a) Section 2.1 is amended in its entirety to read as follows:
"2.1 Board of Directors. (a) Each of the Cash Equity Investors hereby
------------------
agrees, so long as such Stockholder continues to hold any shares of Class C
Preferred Stock or Common Stock, in exercising its rights under Section 3
of the Company Stockholder Agreement, that it will vote or cause to be
voted all of the shares of its Class C Preferred Stock or Common Stock
owned or held of record by it (whether now owned or hereafter acquired), in
person or by proxy, to cause the selection of directors, the election of
directors and thereafter the continuation in office of the following
persons as members of the Board of Directors as follows:
(i) one (1) individual selected by Chase, in its sole
discretion, to be nominated pursuant to Section 3.1(a)(i) of the Company
Stockholder Agreement; and
(ii) one (1) individual selected by holders of at least 66 2/3%
of the Common Stock Beneficially Owned by all of the Cash Equity
Investors which individual shall not be an Affiliate of Chase (the "Other
-----
Cash Equity Investors Director"), to be nominated pursuant to Section
------------------------------
3.1(a)(i) of the Company Stockholder Agreement.
(b) Any nomination or designation of directors and the acceptance
thereof pursuant to this Section 2.1 shall be evidenced in writing.
-----------
-2-
(c) The rights set forth in clauses (a)(i) above with respect to
Chase shall terminate if Chase owns less than 25% of the shares of
Common Stock Beneficially Owned by Chase on February 4, 1998. Upon any
termination of the rights set forth in clause (a), such right(s) shall
be exercisable in accordance with the Company Stockholder Agreement by
the holders of a Majority in Interest of the Common Stock held by the
Cash Equity Investors.
(d) If the right of the Cash Equity Investors to nominate directors
under the Company Stockholder Agreement is reduced to the right to
nominate one director pursuant to Section 12.3(c) therein, such right
shall be exercisable by either (i) Chase, or (ii) by the Other Cash
Equity Investors Director, whichever Cash Equity Investor holds a
greater percentage of shares of Common Stock Beneficially Owned by the
Cash Equity Investors at the time of the nomination right of the
director.
(b) Section 2.4 is amended in its entirety to read as follows:
"2.4 Board Committees. If the Cash Equity Investors have the right
----------------
to appoint a member of a committee of the Board of Directors, such
member shall be selected by Chase and the Cash Equity represented by the
Other Cash Equity Investors Director with all Cash Equity Investors."
3. No Implied Amendments. Except as herein amended, the Investors
---------------------
Stockholders' Agreement shall remain in full force and effect and is ratified in
all respects. On and after the effectiveness of this Amendment, each reference
in the Investors Stockholders' Agreement to "this Agreement", "hereunder",
"hereof", "herein", or words of like import, and each reference to the Investors
Stockholders' Agreement in any other agreements, documents or instruments
executed and delivered in connection with the Investors Stockholders'
-3-
Agreement, shall mean and be a reference to the Investors Stockholders'
Agreement, as amended by this Amendment.
4. Counterparts. This Amendment may be executed by the parties hereto in
------------
several counterparts, each of which shall be deemed to be an original and all of
which shall constitute together but one and the same agreement.
-4-
In WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
CB CAPITAL PARTNERS, L.P.
By: CB Capital Investors, Inc.,
its general partner
By:
__________________________________________
Name:
Title:
X.X. XXXXXX INVESTMENT CORPORATION
By:
__________________________________________
Name:
Title:
-0-
XXXXX XXXX XXXXXX SBIC FUND, L.P.
By: Sixty Wall Street SBIC Corporation,
its general partner
By:
__________________________________________
Name:
Title:
PRIVATE EQUITY INVESTORS III, L.P.
By: Xxxxx X. Xxxxx Associates, III, L.L.C.,
its general partner
By:
__________________________________________
Name:
Title:
EQUITY-LINKED INVESTORS-II
By: Xxxxx X. Xxxxx Associates-II,
its general partner
By:
__________________________________________
Name:
Title:
-0-
XXXXXXX XXXXXXXX XXXXXXX (XXX), INC.
By:
__________________________________________
Name:
Title:
DAG-TRITON PCS, L.P.
By: Duff Xxxxxxxx Xxxxxxxx LLC,
its general partner
By:
__________________________________________
Name:
Title:
-7-
FIRST UNION CAPITAL PARTNERS, INC.
By:
__________________________________________
Name:
Title:
-8-
