SECOND AMENDMENT TO SHAREHOLDERS AGREEMENT

 

                                                                   EXHIBIT 10.29

                   SECOND AMENDMENT TO SHAREHOLDERS AGREEMENT

     This Second Amendment to Shareholders Agreement ("Second Amendment") is
entered into as of May 16, 2000 among US Unwired Inc., a Louisiana corporation
(the "Company"); The 1818 Fund III, L.P., a Delaware limited partnership (the
"Fund"); TCW/Crescent Mezzanine Partners II, L.P., TCW/Crescent Mezzanine Trust
II, TCW Shared Opportunity Fund II, L.P., TCW Shared Opportunity Fund IIB, LLC,
TCW Shared Opportunity Fund III, L.P., TCW Leveraged Income Trust II, L.P., TCW
Leveraged Income Trust, L.P., each of which is a Delaware entity, and Brown
University Third Century Fund (collectively, the "TCW Entities"); and the
shareholders of the Company listed on the signature pages hereto.

                                    RECITALS
                                    --------

     A.   The Company, the Fund and the shareholders of the Company listed on
          the signature pages hereto entered into that certain Shareholders
          Agreement (the "Shareholders Agreement") dated as of October 29, 1999.

     B.   The parties to the Shareholders Agreement and the TCW Entities entered
          into that certain First Amendment to Shareholders Agreement ("First
          Amendment") dated as of February 15, 2000.

     C.   The Company has filed a Registration Statement on Form S-1, No.
          333-33964 (the "Registration Statement"), with the Securities and
          Exchange Commission ("SEC") relating to an initial public offering of
          the Class A Common Stock, par value $.01 per share, of the Company
          (the "IPO").

     D.   The parties to the Shareholders Agreement desire to amend the
          Shareholders Agreement, as previously amended by the First Amendment
          (as so amended, the "Amended Shareholders Agreement"), effective at
          the time the SEC declares the Registration Statement to be effective
          (the "Effective Time"), to delete from the Shareholders Agreement the
          provisions of Sections 3.1, 3.2 and 3.3, and to amend the provisions
          of Section 3.4.

     NOW, THEREFORE, in consideration of the mutual promises and agreements set
forth herein, the parties hereto agree as follows:

     1.   At the Effective Time, Sections 3.1, 3.2 and 3.3 of  the Shareholders
Agreement shall be deleted in their entirety from the Shareholders Agreement and
Section 3.4 of the Shareholders Agreement shall be amended to read in its
entirety as follows:

                    "3.4  Company Actions.  So long as the Purchaser and its
          Affiliates hold, in the aggregate, at least 50% of the shares of
          Common Stock issued or issuable upon conversion of the Preferred Stock
          (whether or not the shares of Preferred Stock have been converted),
          Purchaser may designate two (2) individuals (each a "Purchaser Company
          Director" and together, the "Purchaser Company Directors") to be
          nominated for election (or reelection as the case may be) as directors
          of the Company.  So long as the Purchaser and its Affiliates hold, in
          the aggregate, at least 25% of the shares of Common Stock issued or
          issuable upon conversion of the Preferred Stock (whether or not the
          shares of Preferred Stock have been converted), Purchaser may
          designate one (1) Purchaser Company Director.  The Company shall cause
          any Purchaser Company Director to be included in the slate of nominees
          recommended by the Board to the Company's shareholders for election as
          directors, and the Company shall use its best efforts to cause the
          election of such nominee, including voting all shares for which the
          Company holds proxies (unless otherwise directed by the shareholder
          submitting such proxy) or is otherwise entitled to vote, in favor of
          the election of such person.  If, at any time when Purchaser has the
          ownership required to designate a Purchaser Company Director, a
          vacancy is created on the Board by reason of incapacity, death,
          removal or resignation of such Purchaser Company Director, the Company
          shall take all action necessary to cause the election of the
          individual designated by the Purchaser to fill such vacancy."

If the Effective Time has not occurred on or before June 30, 2000, or if the
Effective Time has by then occurred but the closing of the IPO has not occurred
by June 30, 2000, then in either of those events this Second Amendment shall be
null and void.

     2.   Except as expressly amended by this Second Amendment, the terms and
provisions of the Amended Shareholders Agreement shall continue in full force
and effect.

     3.   This Second Amendment may be executed in counterparts.

     IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
be executed and delivered individually or by the respective officers or partners
hereunto duly authorized as of the date above written.

                                    US UNWIRED INC.

                                    By  /s/ Authorized Officer
                                        -------------------------------------
                                            Name:
                                                 --------------------------
                                            Title:
                                                  -------------------------

                                    THE 1818 FUND III, L.P.

                                    By:  Brown Brothers Harriman & Co.,
                                         its general partner

                                         By: /s/ Lawrence C. Tucker
                                            -------------------------------
                                            Name:  Lawrence C. Tucker, Partner
                                            Title: Brown Brothers Harriman & Co.
                                                   -------------------------

                                    /s/ William L. Henning, Sr.
                                    ---------------------------------------
                                    William L. Henning, Sr.

                                    /s/ William L. Henning, Jr.
                                    ---------------------------------------
                                    William L. Henning, Jr.

                                    /s/ John A. Henning
                                    ---------------------------------------
                                    John A. Henning

                                    /s/ Thomas G. Henning
                                    ---------------------------------------
                                    Thomas G. Henning

TCW Leveraged Income Trust, L.P.

By: TCW Investment Management Company, as Investment Advisor

By: /s/ Jean-Marc Chapus
   -----------------------------------------------------------
Name:  Jean-Marc Chapus
Title: Managing Director

By: TCW Advisors (Bermuda), Ltd., as general partner

By: /s/ Mark L. Attanasio
   -----------------------------------------------------------
Name:  Mark L. Attanasio
Title: Group Managing Director

TCW Leveraged Income Trust II, L.P.

By: TCW Investment Management Company, as Investment Advisor

By: /s/ Jean-Marc Chapus
   ---------------------------------------------------------------
Name:  Jean-Marc Chapus
Title: Managing Director

By: TCW (LINC II), L.P., as general partner

By: TCW Advisors (Bermuda), Ltd., as its general partner

By: /s/ Mark L. Attanasio
   ---------------------------------------------------------------
Name:  Mark L. Attanasio
Title: Group Managing Director

TCW Shared Opportunity Fund III, L.P.

By: TCW Asset Management Company,
    its Investment Advisor

By: /s/ Mark L. Attanasio
   ---------------------------------------------
Name:  Mark L. Attanasio
Title: Group Managing Director

By: /s/ Jean-Marc Chapus
   ---------------------------------------------
Name:  Jean-Marc Chapus
Title: Managing Director

Shared Opportunity Fund IIB, LLC

By: TCW Asset Management Company,
    its Investment Advisor

By: /s/ Mark L. Attanasio
   -------------------------------------------
Name:  Mark L. Attanasio
Title: Group Managing Director

By: /s/ Jean-Marc Chapus
   -------------------------------------------
Name:  Jean-Marc Chapus
Title: Managing Director

TCW Shared Opportunity Fund II, L.P.

By: TCW Investment Management Company,
    its Investment Advisor

By: /s/ Mark L. Attanasio
   -------------------------------------
Name:  Mark L. Attanasio
Title: Group Managing Director

By: /s/ Jean-Marc Chapus
   -------------------------------------
Name:  Jean-Marc Chapus
Title: Managing Director

TCW/Crescent Mezzanine Partners II, L.P.
TCW/Crescent Mezzanine Trust II

By:  TCW/Crescent Mezzanine II, L.P.
     its general partner or managing owner

By:  TCW/Crescent Mezzanine, L.L.C.
     its general partner

By: /s/ Jean-Marc Chapus
   ------------------------------------------
Name:  Jean-Marc Chapus
Title: President

BROWN UNIVERSITY THIRD CENTURY FUND

By: /s/ Mark L. Attanasio
   ------------------------------------------
Name:  Mark Attanasio,
       its Investment Advisor

 

Basic Info X:

Name: SECOND AMENDMENT TO SHAREHOLDERS AGREEMENT
Type: Second Amendment to Shareholders Agreement
Date: May 18, 2000
Company: US UNWIRED INC
State: Louisiana

Other info:

Date:

  • May 16 , 2000
  • October 29 , 1999
  • February 15 , 2000
  • June 30 , 2000

Organization:

  • US Unwired Inc.
  • Brown University Third Century Fund
  • Securities and Exchange Commission
  • Brown Brothers Harriman & Co.
  • TCW Leveraged Income Trust
  • TCW Advisors Bermuda , Ltd.
  • TCW Asset Management Company
  • TCW Investment Management Company

Location:

  • Louisiana
  • Delaware
  • L.P.

Money:

  • $ .01

Person:

  • Lawrence C. Tucker
  • William L. Henning
  • John A. Henning
  • Thomas G. Henning
  • Jean-Marc Chapus
  • Mark L. Attanasio
  • Mark Attanasio

Percent:

  • 50 %
  • 25 %