Amendment No. 1 to Amended and Restated Shareholders' Agreement by and among Nextel Partners, Inc. and Certain Shareholders

Contract Categories: Business Finance › Shareholders Agreements
Summary

This amendment, effective February 22, 2000, modifies the existing Shareholders' Agreement among Nextel Partners, Inc. and its shareholders. It updates the definition of "Shares," removes certain parties from the agreement, and clarifies notification requirements for changes in share ownership or voting power. The amendment also deletes a section on anti-dilutive rights and ensures that removed parties retain certain registration rights. The agreement outlines the obligations of remaining shareholders to promptly report changes in their holdings or intentions.

Read More Arrow
EX-10.2 4 a2027241zex-10_2.txt EXHIBIT 10.2 AMENDMENT NO. 1 TO AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT THIS AMENDMENT NO. 1 TO THE AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT is effective as of February 22, 2000 and is entered into by and among Nextel Partners, Inc., a Delaware corporation (the "Company") and the shareholders listed on the signature pages hereto. WHEREAS, the parties hereto are parties to that certain Shareholders' Agreement, dated as of January 29, 1999 (the "Original Shareholders' Agreement") as amended and restated on February 18, 2000, by and among the Company and the other parties specified therein (the "Shareholders' Agreement"); WHEREAS, the parties have determined to amend the Shareholders' Agreement in accordance with Section 8.04 thereof, as provided herein; NOW, THEREFORE, each of the parties hereto agrees to amend the Shareholders' Agreement as follows: 1. DEFINITIONS. (a) Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Shareholders' Agreement. (b) For purposes of Article 3 of the Shareholders' Agreement, the term "Shares" shall mean only those Shares purchased by a Shareholder pursuant to the Subscription Agreement, the Restricted Stock Purchase Agreement, that certain Expansion Subscription and Contribution Agreement dated September 9, 1999 among Nextel Partners, Inc. and the Buyers specified therein, and any Shares purchased or that may be purchased by a Shareholder in exercise of any of its rights, including without limitation, its anti-dilution rights, that are or were set forth in the Original Shareholders' Agreement or the Shareholders' Agreement. 2. ANTIDILUTIVE RIGHTS ON OPTION TERRITORY EXERCISE. Section 5.01(b) of the Shareholders' Agreement is deleted in its entirety. 3. CERTAIN PARTIES CEASE TO BE SHAREHOLDERS. (a) From and after February 22, 2000, the entities and/or individuals identified on Exhibit A attached hereto and incorporated herein by this reference shall be removed from the Shareholders' Agreement and shall no longer be bound by any of its terms and conditions or 1 be entitled to any of the rights and benefits thereunder except as otherwise set forth in that certain Registration Rights Agreement dated as of February 22, 2000 by and among Nextel Partners, Inc. and the other signatories thereto (the "Piggyback Rights Agreement"). (b) The Company shall not consent to any amendment to the Piggyback Rights Agreement that gives the parties thereto greater rights in connection with a registration effected under Article 6 of the Shareholders Agreement without the consent of Shareholders whose consent would be necessary to amend the Shareholders' Agreement. 4. OTHER MATTERS. (a) As long as any Shareholder is considered, by virtue of the Shareholders' Agreement, to be part of a group (consisting of such Shareholders and all other Shareholders) that is deemed to be a "person" (as that term is used in Section 13(d)(3) of the Exchange Act), each such Shareholders identified on Exhibit B confirms that (i) its beneficial ownership of the Company's Capital Stock set forth opposite such Shareholder's names is true and complete as of February 22, 2000; (ii) it holds such Company Capital Stock for investment; and (iii) it has sole voting and dispositive power over such Company Capital Stock. (b) Each Shareholder shall notify the Company and each other Shareholder as soon as practicable and in any event within two business days of (i) any acquisition, disposition or other change in ownership of Company Capital Stock or any other transaction that in any way changes or otherwise affects such Shareholder's beneficial ownership (as defined for purposes of the Exchange Act) of Company Capital Stock; (ii) such Shareholder's change in beneficial ownership following such transaction or event referred to in clause (i) above; (iii) any change in such Shareholders' investment intent; (iv) any change in such Shareholders' voting or dispositive power over the Company Capital Stock beneficially owned by such Shareholder; and (v) any other additional information relevant for purposes of group filing matters. Any notice given under this Section 4 shall include information required to enable Shareholders to comply with the reporting requirements of the Exchange Act and shall include all information described in clauses (i) through (v) above. SIGNATURE PAGES TO FOLLOW 2 EXHIBIT A TO AMENDMENT NO. 1 TO AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT PERSONS NO LONGER A PARTY Cascade Investments, L.L.C. 2365 Carillon Point Kirkland, Washington 98033 Madrona Investment Group, L.L.C. 1000 Second Avenue Suite 3700 Seattle, Washington 98014 Ampersand Holdings, L.L.C. 1301 Santa Barbara Street Santa Barbara, California 93101 Steven W. Hooper, Sr. 4001 Hunts Point Road Bellevue, Washington 98004 Arthur Harrigan 2300 Carillon Point Kirkland, Washington General Electric Capital Corporation c/o GE Capital Services Structured Finance Group, Inc. 120 Long Ridge Road Stamford, CT 06927 NMS Capital, L.P. 9 West 57th Street 48th Floor New York, NY 10019 Ares Leveraged Investment Fund, L.P. 1999 Avenue of the Stars Suite 1900 Los Angeles, CA 90067 3 Ares Leveraged Investment Fund II, L.P. 1999 Avenue of the Stars Suite 1900 Los Angeles, CA 90067 The Huff Alternative Income Fund, L.P. 1776 On the Green 67 Park Place Morristown, NJ 07960 TCW/Crescent Mezzanine Partners II, L.P. 11100 Santa Monica Blvd. Suite 2000 Los Angeles, CA 90025 TCW/Crescent Mezzanine Trust II 11100 Santa Monica Blvd. Suite 2000 Los Angeles, CA 90025 TCW Shared Opportunity Fund III, L.P. 11100 Santa Monica Blvd. Suite 2000 Los Angeles, CA 90025 Shared Opportunity Fund IIB, LLC 11100 Santa Monica Blvd. Suite 2000 Los Angeles, CA 90025 TCW Shared Opportunity Fund II, L.P. 11100 Santa Monica Blvd. Suite 2000 Los Angeles, CA 90025 TCW Leveraged Income Trust II, L.P. 11100 Santa Monica Blvd. Los Angeles, CA 90025 TCW Leveraged Income Trust, L.P. 11100 Santa Monica Blvd. Suite 2000 Los Angeles, CA 90025 4 Steven Walker Hooper, Jr. 4001 Hunts Point Road Bellevue, WA 98004 Catherine Cuneen Hooper Steve Hooper, Custodian 4001 Hunts Point Road Bellevue, WA 98004 Collett Elizabeth Hooper Steve Hooper, Custodian 4001 Hunts Point Road Bellevue, WA 98004 Donald J. Manning 4500 Carillon Point Kirkland, WA 98033 5 EXHIBIT B TO AMENDMENT NO. 1 TO AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT
- ----------------------------------------------------------------------------------- SHAREHOLDER COMPANY CAPITAL STOCK BENEFICIALLY OWNED - ----------------------------------------------------------------------------------- DLJ Merchant Banking Ptr. II LP 17,973,750 Class A Common - ----------------------------------------------------------------------------------- DLJ Merchant Banking Ptr. II-A, LP 715,800 Class A Common - ----------------------------------------------------------------------------------- DLJ Offshore Partners II, CV 883,854 Class A Common - ----------------------------------------------------------------------------------- DLJ Diversified Partners, LP 1,050,822 Class A Common - ----------------------------------------------------------------------------------- DLJ Diversified Partners-A, LP 390,246 Class A Common - ----------------------------------------------------------------------------------- DLJ EAB Partners, LP 80,700 Class A Common - ----------------------------------------------------------------------------------- DLJ ESC II, LP 3,389,388 Class A Common - ----------------------------------------------------------------------------------- DLJ First ESC, LP 34,590 Class A Common - ----------------------------------------------------------------------------------- DLJ Millenium Partners, LP 290,616 Class A Common - ----------------------------------------------------------------------------------- DLJ Millenium Partners-A, LP 56,676 Class A Common - ----------------------------------------------------------------------------------- DLJMB Funding II, Inc. 3,265,926 Class A Common - ----------------------------------------------------------------------------------- UK Investment Plan 1997 Partners 400,764 Class A Common - ----------------------------------------------------------------------------------- Madison Dearborn Capital Ptrs II, LP 27,218,904 Class A Common - ----------------------------------------------------------------------------------- Eagle River Investments LLC 19,500,012 Class A Common - ----------------------------------------------------------------------------------- Motorola, Inc. 13,076,376 Class A Common - ----------------------------------------------------------------------------------- Nextel Partners Management 9,831,636 Class A Common - ----------------------------------------------------------------------------------- Nextel WIP Corp. 77,782,626 Class B Common 13,110,000 Series B Preferred - -----------------------------------------------------------------------------------
6