TELECORP PCS INC
SC 13D, EX-2.3, 2000-07-28
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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                                                                     Exhibit 2.3
                                                                     -----------

                 PLAN OF REORGANIZATION AND AGREEMENT OF MERGER

     This PLAN OF REORGANIZATION AND AGREEMENT OF MERGER, dated as of October
18, 1999, by and among TeleCorp PCS, Inc., a Delaware corporation ("TeleCorp"),
TeleCorp Holding Corp., Inc., a Delaware corporation and wholly-owned subsidiary
of TeleCorp ("THC"), Viper Wireless, Inc., a Delaware corporation ("Viper"; THC
              ---                                                   -----
and Viper being sometimes referred to collectively below as the "Constituent
                                                                 -----------
Corporations"), and Gerald T. Vento and Thomas H. Sullivan (each, a
------------
"Stockholder" and together, the "Stockholders").
 -----------                     ------------

     WHEREAS, the Stockholders own the issued and outstanding shares (the
"Shares") of Class A Common Stock, no par value per share, of Viper set forth on
 ------
Schedule I attached hereto; and
----------

     WHEREAS, the respective Boards of Directors of TeleCorp, THC and Viper have
approved the acquisition of Viper by TeleCorp through the merger of Viper into
THC (the "Merger"), upon the terms and subject to the conditions set forth
          ------
herein and in accordance with applicable provisions of the statutes of the State
of Delaware;

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows.

1.   DEFINITIONS

     1.1  "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.

     1.2  "Business Day" means any day other than a Saturday, Sunday or a legal
           ------------
holiday in New York, New York or any other day on which commercial banks in New
York, New York are authorized by law or governmental decree to close.

     1.3  "Claim" has the meaning set forth in Section 9.4(a).
           -----

     1.4  "Class A Common Stock" has the meaning set forth in the first recital.
           --------------------

     1.5  "Closing" has the meaning set forth in Section 4.5.
           -------

     1.6  "Closing Date" has the meaning set forth in Section 4.5.
           ------------
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     1.7   "Consents" means all consents and approvals of Governmental
            --------
Authorities or other third parties necessary to authorize, approve or permit the
parties hereto to consummate the Transactions.

     1.8   "FCC " means the Federal Communications Commission.
            ---

     1.9   "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.

     1.10  "Indemnified Party" has the meaning set forth in Section 9.4(a).
            -----------------

     1.11  "Indemnifying Party" has the meaning set forth in Section 9.4(a).
            ------------------

     1.12  "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.

     1.13  "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.

     1.14  "Losses" has the meaning set forth in Section 9.2.
            ------

     1.15  "Material Adverse Effect" means a material adverse effect on the
            -----------------------
business, financial condition, assets, liabilities or results of operations or
prospects of the Person specified.

     1.16  "Person" means an individual, corporation, partnership, limited
            ------
liability company, association, joint stock company, Governmental Authority,
business trust, unincorporated organization, or other legal entity.

     1.17  "Related Agreement" has the meaning set forth in Section 5.1(a).
            -----------------

     1.18  "Section 9.2 Indemnified Party" has the meaning set forth in Section
            -----------------------------
9.2.

     1.19  "Section 9.3 Indemnified Party" has the meaning set forth in Section
            -----------------------------
9.3.

     1.20  "Shares" has the meaning set forth in the recitals.
            ------

     1.21  "Stockholders" has the meaning set forth in the preamble.
            ------------

     1.22  "TeleCorp Stock" means the shares of TeleCorp's Series E Preferred
            --------------
Stock, $.01 par value per share, and Class A Voting Common Stock, $.01 par value
per share, which the Stockholders shall receive as set forth in Schedule I, as
the same may be adjusted from time to time in conjunction with a stock split,
recapitalization, reorganization, reclassification, or other

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change in the capital structure of TeleCorp affecting such series and classes of
capital stock of TeleCorp after the date hereof.

     1.23  "THC" has the meaning set forth in the preamble.
            ---

     1.24  "Transactions" means the transactions contemplated by this Agreement.
            ------------

     1.25  "Viper" has the meaning set forth in the preamble.
            -----

2.   THE MERGER

     2.1  The Merger.  Subject to and in accordance with the terms and
          ----------
conditions of this Agreement and in accordance with the applicable provisions of
the Delaware General Corporation Law (the "DGCL"), at the Effective Time (as
                                           ----
defined in Section 2.2), Viper shall be merged with and into THC and the
separate existence of Viper shall thereupon cease. THC will be the surviving
corporation in the Merger (sometimes referred to herein as the "Surviving
Corporation"), shall continue to be governed by the laws of the State of
Delaware, and the separate corporate existence of THC and all of its rights,
privileges, immunities and franchises, public and private, and all of its duties
and liabilities as a corporation organized under the DGCL, will continue
unaffected by the Merger.

     2.2  Effective Time of the Merger.  As soon as practicable following
          ----------------------------
fulfillment or waiver of the conditions specified in Article VIII hereof; and
provided that this Agreement has not been terminated pursuant to Article X
hereof; the Constituent Corporations will cause a duly executed Certificate of
Merger (the "Certificate of Merger") to be filed with the office of the
Secretary of State of the State of Delaware (the "Effective Time"). Each of the
parties will use its best efforts to cause the Merger to be consummated as soon
as practicable following the fulfillment or waiver of the conditions specified
in Article VIII hereof.

3.   THE SURVIVING CORPORATION

     3.1  Certificate of Incorporation.  The Certificate of Incorporation of THC
          ----------------------------
as in effect immediately prior to the Effective Time shall be the Certificate of
Incorporation of the Surviving Corporation after the Effective Time.

     3.2  By-Laws.  The By-Laws of THC as in effect immediately prior to the
          -------
Effective Time shall be the By-Laws of the Surviving Corporation after the
Effective Time.

     3.3  Board of Directors and Officers.  From and after the Effective Time,
          -------------------------------
the Board of Directors and Officers of THC shall be the Board of Directors and
Officers of the Surviving Corporation.

4.   CONVERSION OF SHARES

     4.1  Consideration.  At the Effective Time, by virtue of the Merger and
          -------------
without any action on the part of any of the Shareholders, the Shares shall be
converted into, and become

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exchangeable for that number of shares of fully paid and non-assessable TeleCorp
Stock set forth on Schedule I attached hereto. Shares of capital stock of Viper
held by THC shall be cancelled and of no further force or effect.

     4.2  Status of THC Shares. Each issued and outstanding share of Common
          --------------------
Stock of THC shall continue unchanged and remain outstanding after the Merger as
a share of Common Stock of the Surviving Corporation.

     4.3  Delivery of Certificates.  At the Closing, the Shareholders shall
          ------------------------
deliver to THC all certificates which immediately prior to the Effective Time
represented the Shares. TeleCorp shall in turn deliver to each Shareholder a
certificate for his TeleCorp Stock.

     4.4  Closing of Transfer Books.  From and after the Effective Time, the
          -------------------------
stock transfer books of Viper shall be closed and no transfer of the Shares
shall thereafter be made.

     4.5  Closing.  The closing (the "Closing") of the transactions contemplated
          -------
by this Agreement shall occur on the fifth Business Day following the receipt of
the final consent necessary under Section 8.1(e) and 8.2(e) at the offices of
McDermott, Will & Emery, 28 State Street, Boston, MA 02109 at 10:00 am EST, or
on such other date and at such other time and/or place as the parties may agree
(the "Closing Date").

5.   REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS

     Each of the Stockholders, severally and not jointly, represents and
warrants to TeleCorp and THC as of the date hereof and as of the Closing Date
that:

     5.1  Standing.
          --------

          (a) He has the requisite power and authority to execute, deliver and
perform this Agreement and each other instrument, document, certificate and
agreement required or contemplated to be executed, delivered and performed
hereunder (each a "Related Agreement") to which he is or will be a party
                   -----------------

          (b) This Agreement has been duly executed and delivered by him and
constitutes his valid and binding obligation, enforceable against him in
accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, moratorium or other similar laws affecting or relating
to enforcement of creditors' rights generally and may be subject to general
principles of equity. Each Related Agreement to which he is a party shall be
duly executed and delivered by him at (or prior to) the Closing and, upon such
execution and delivery, shall constitute its valid and binding obligation,
enforceable against him in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, moratorium or other
similar laws affecting or relating to enforcement of creditors' rights generally
and may be subject to general principles of equity.

          (c) As of the Closing Date, after giving effect to the Transactions,
he is not in breach of any obligation under this Agreement or any Related
Agreement to which he is a party

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or any other agreement by and between he and Viper or the other Stockholder
regarding Viper and/or the Shares.

          (d) As of the Closing Date, he is the record and beneficial owner of
the Shares determined pursuant to Schedule I, and has good and marketable title
thereto, free and clear of all Liens, and he has the right, power and authority
to assign, transfer and deliver all such record and beneficial ownership of the
Shares owned by him to THC pursuant to this Agreement.

     5.2  Consents, No Conflicts.  Neither the execution, delivery and
          ----------------------
performance by him of this Agreement or any Related Agreement to which he is a
party nor the consummation of the Transactions will constitute, with or without
the giving of notice or passage of time or both, a breach, violation or default,
create a Lien, or give rise to any right of termination, modification,
cancellation, prepayment or acceleration, under (a) any Law or (b) any note,
bond, mortgage, indenture, lease, agreement or other instrument, in each case
which is applicable to or binding upon him, except in each case, where such
breach, violation, default, Lien, right, or the failure to obtain or give such
consent would not have a Material Adverse Effect on him or materially adversely
affect the Transactions or his ability to perform his obligations under the
Agreement and any Related Agreement. There is no fact relating to him that would
be reasonably expected to prevent him from consummating the Transactions or
performing his obligations under this Agreement or any Related Agreement.

     5.3  Shares.  The Shares are, and when transferred in compliance with the
          ------
provisions of this Agreement, will be, free and clear of any and all Liens.

6.   REPRESENTATIONS AND WARRANTIES OF TELECORP AND THC

     Each of TeleCorp and THC, jointly and severally, represents and warrants to
the Stockholders as of the Closing Date as follows:

     6.1  Organization, Power and Authority.
          ---------------------------------

          (a) It is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and has the requisite corporate
power and authority to own, lease and operate its properties and to carry on its
business as now being conducted and as proposed to be conducted

          (b) It has the requisite power and authority to execute, deliver and
perform this Agreement and any Related Agreement to which it is a party.

          (c) The execution and delivery of this Agreement or any Related
Agreement and the consummation of the Transactions by it have been duly and
validly authorized by its Board of Directors and no other proceedings which have
not been taken are necessary to authorize this Agreement or any Related
Agreement to which it is a party or to consummate the Transactions.

                                       5
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          (d) This Agreement has been duly executed and delivered by it and
constitutes the valid and binding obligation of it, enforceable against it in
accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, moratorium or other similar laws affecting or relating
to enforcement of creditors' rights generally and may be subject to general
principles of equity. Each Related Agreement to which it is a party shall be
duly executed and delivered by it at (or prior to) the Closing and, upon such
execution and delivery, shall constitute the valid and binding obligation of it,
enforceable against it in accordance with its terms, except as such
enforceability may be limited by bankruptcy, insolvency, moratorium or other
similar laws affecting or relating to enforcement of creditors' rights generally
and may be subject to general principles of equity.

          (e) As of the Closing Date, after giving effect to the Transactions,
it is not in breach of any obligation under this Agreement or any Related
Agreement to which it is a party.

     6.2  Consents, No Conflicts.  Neither the execution, delivery and
          ----------------------
performance of this Agreement and any Related Agreement to which it is a party
nor the consummation of the Transactions will (a) conflict with, or result in a
breach or violation of; any provision of its organizational documents; (b) with
or without the giving of notice or passage of time or both, a breach, violation
or default, create a Lien, or give rise to any right of termination,
modification, cancellation, prepayment or acceleration, under (i) any Law or
(ii) any note, bond, mortgage, indenture, lease, agreement or other instrument,
in each case which is applicable to or binding upon it or any of its assets; or
(c) require any consent or the approval of its Board of Directors or its
stockholders (which approval has been obtained), except in each case where such
breach, violation, default, Lien, right, or the failure to obtain or give such
consent would not have a Material Adverse Effect on it or materially adversely
affect the Transactions, its ability to perform its obligations under this
Agreement or any Related Agreement or the operation of its business after the
Closing Date. To its knowledge, there is no fact relating to it or its
Affiliates that would be reasonably expected to prevent it from consummating the
Transactions or performing its obligations under this Agreement or any Related
Agreement.

     6.3  TeleCorp Stock.  The TeleCorp Stock, when issued in compliance with
          --------------
the provisions of this Agreement will be validly issued fully paid and
nonassessable, and shall be free of any Liens caused or created by TeleCorp,
except as set forth in that certain Stockholders Agreement by and among the
Stockholders, TeleCorp and the other TeleCorp stockholders named therein dated
as of July 17, 1998, as amended, and TeleCorp's Amended and Restated Certificate
of Incorporation

     6.4  Authorized Capital Stock.  The authorized capital stock of TeleCorp as
          ------------------------
of the date hereof consists of (a) 12,595,000 shares of preferred stock, $ 01
par value per share, consisting of (i) 100,000 shares of Series A Convertible
Preferred Stock, (ii) 200,000 shares of Series B Preferred Stock, (iii) 215,000
shares of Series C Preferred Stock, (iv) 50,000 shares of Series D Preferred
Stock, (v) 30,000 shares of Series E Preferred Stock, (vi) 5,000,000 shares of
Series F Preferred Stock and (vii) 7,000,000 shares of Senior Common Stock; and
(b) 190,401,000 shares of common stock, $01 par value per share, consisting
of(i) 95,000,000 shares of Class A Voting Common Stock, (ii) 95,000,000 shares
of Class B Non-Voting Common Stock, (iii) 100,000 shares of Class C Common
Stock, (iv) 300,000 shares of Class D Common Stock, and (v) 1,000

                                       6
<PAGE>

shares of Voting Preference Common Stock. As of the Closing Date, the
authorized, issued and outstanding shares of Preferred Stock and Common Stock of
TeleCorp shall be increased in order to effect, and to the extent of; TeleCorp's
initial public offering of its Class A Voting Common Stock, and to the extent
the TeleCorp Stock is issued pursuant hereto.

7.   COVENANTS

     7.1  Consummation of Transactions.  Each party shall use all commercially
          ----------------------------
reasonable efforts to take, or cause to be taken, all actions, and to do, or
cause to be done, all things necessary, proper or advisable and consistent with
applicable Law to carry out all of its/his respective obligations under this
Agreement and any Related Agreement to which it/he is a party and to consummate
the Transactions, which efforts shall include, without limitation, the
following:

          (a) The parties shall use all commercially reasonable efforts to cause
the Closing to occur and the Transactions to be consummated in accordance with
the terms hereof; and, without limiting the generality of the foregoing, to
obtain all necessary Consents including the approval of this Agreement and the
Transactions by all Governmental Authorities and agencies and third parties,
including the FCC, and to make all filings with and to give all notices to third
parties which may be necessary or reasonably required in order for the parties
to consummate the Transactions.

          (b) Each party shall furnish to the other parties all information
concerning such party and its Affiliates reasonably required for inclusion in
any application or filing to be made by the Company or any other party in
connection with the Transactions or otherwise to determine compliance with
applicable FCC Law.

          (c) Upon the request of any other party, each party shall forthwith
execute and deliver, or cause to be executed and delivered, such further
instruments of assignment, transfer, conveyance, endorsement, direction or
authorization and other documents as may reasonably be requested by such party
in order to effectuate the purposes of this Agreement.

     7.2  No Action.  During the period from the date hereof until the Closing
          ---------
Date, the Stockholders shall not (i) sell, transfer, assign or dispose of; or
offer to, or enter into any agreement, arrangement or understanding to, sell,
transfer, assign or dispose of any of the Shares, or (ii) create, incur or
suffer to exist any Lien of any nature whatsoever relating to the Shares.

8.   CONDITIONS TO CLOSING

     8.1  Conditions to Obligations of TeleCorp and THC.  The obligation of
          ---------------------------------------------
TeleCorp and THC to consummate the Transactions shall be further conditioned
upon the satisfaction or fulfillment, at or prior to the Closing, of the
following conditions by each of the other parties, unless waived by TeleCorp and
THC at or prior to the Closing:

          (a) The representations and warranties of each Stockholder contained
herein shall be true and correct in all material respects (except for
representations and warranties that

                                       7
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are qualified as to materiality, which shall be true and correct), in each case
when made and at and as of the Closing (except for representations and
warranties made as of a specified date, which shall be true and correct as of
such date) with the same force and effect as though made at and as of such time.

          (b) Each Stockholder shall have performed in all material respects all
agreements contained herein or required to be performed by him at or before the
Closing.

          (c) Each Stockholder shall have delivered to TeleCorp and THC a
certificate, dated the Closing Date, certifying as to the fulfillment of the
conditions set forth in paragraphs (a) and (b) above as to the party delivering
such certificate.

          (d) Each Stockholder shall deliver to THC on the Closing Date stock
certificates, representing the Shares owned by him, duly endorsed in blank or
accompanied by stock transfer powers transferring the Shares to THC.

          (e) All Consents by any Governmental Authority required to permit the
consummation of the Transactions, the failure to obtain or make which would be
reasonably expected to have a Material Adverse Effect on TeleCorp, THC or Viper
or materially adversely affect the Transactions or TeleCorp's or THC's ability
to perform its obligations under this Agreement or any Related Agreement shall
have been obtained or made.

     8.2  Conditions to the Obligations of the Stockholders.  The obligation of
          -------------------------------------------------
each Stockholder to consummate the Transactions contemplated to occur at the
Closing shall be further conditioned upon the satisfaction or fulfillment, at or
prior to the Closing, of the following conditions, unless waived by such
Stockholder at or prior to the Closing.

          (a) The representations and warranties of TeleCorp and THC and each
other Stockholder contained herein shall be true and correct in all material
respects (except for representations and warranties that are qualified as to
materiality, which shall be true and correct), in each case when made and at and
as of the Closing (except for representations and warranties made as of a
specified date, which shall be true and correct as of such date) with the same
force and effect as though made at and as of such time.

          (b) Each of TeleCorp, THC and each other Stockholder shall have
performed in all material respects all agreements contained herein or required
to be performed by it or him at or before the Closing.

          (c) An officer of each of TeleCorp and THC, respectively, and the
other Stockholder shall have delivered to such Stockholder a certificate, dated
the Closing Date, certifying as to the fulfillment of the conditions set forth
in paragraphs (a) and (b) above as to the party delivering such certificate.

          (d) TeleCorp shall issue and deliver to each Stockholder the shares of
TeleCorp Stock he is entitled to receive hereunder.

                                       8
<PAGE>

          (e) All Consents by any Governmental Authority required to permit the
consummation of the Transactions, the failure to obtain or make which would be
reasonably expected to have a Material Adverse Effect on such Stockholder or
materially adversely affect the Transactions or. its ability to perform its
obligations under this Agreement or any Related Agreement shall have been
obtained or made.

          (f) All corporate and other proceedings of Tele Corp and THC in
connection with the Transactions, and all documents and instruments incident
thereto, shall be reasonably satisfactory in form and substance to such
Stockholder, and TeleCorp and THC shall have delivered to such Stockholder all
such receipts, documents, instruments and certificates, in form and substance
reasonably satisfactory to such Stockholder, which such Stockholder shall have
reasonably requested in order to consummate the Transactions.

          (g) TeleCorp shall have funded into its 1998 Restricted Stock Plan
58,140 shares of Class A Common Voting Stock and 311.11 shares of Series E
Preferred Stock.

9.   SURVIVAL AND INDEMNIFICATION

9.1  Survival.  The representations and warranties made in this Agreement shall
     --------
survive the Closing without regard to any investigation made by any of the
parties hereto until the first anniversary thereof and shall thereupon expire
together with any right to indemnification in respect thereof (except to the
extent a written notice asserting a claim for breach of any such representation
or warranty and describing such claim in reasonable detail shall have been given
prior to the expiration of the applicable survival period to the party which
made such representation or warranty). The covenants and agreements contained
herein to be performed or complied with prior to the Closing shall expire at the
Closing. The covenants and agreements contained in this Agreement to be
performed or complied with after the Closing shall survive the Closing; provided
that the right to indemnification pursuant to this Article IX in respect of a
breach of a representation or warranty shall expire upon the application of the
applicable survival period of the Closing (except to the extent written notice
asserting a claim thereunder and describing such claim in reasonable detail
shall have been given prior to such expiration to the party from whom such
indemnification is sought); provided further, that the representations and
warranties made in Section 6 of this Agreement by TeleCorp and THC to the
Stockholders shall not survive the Closing.  After the Closing, the sole and
exclusive remedy of the parties for any breach or inaccuracy of any
representation or warranty contained in this Agreement, or any other claim
(whether or not alleging a breach of this Agreement) that arises out of the
facts and circumstances constituting such breach or inaccuracy, shall be the
indemnity provided in this Article IX.

     9.2  Indemnification by the Stockholders.  Each Stockholder shall indemnify
          -----------------------------------
and hold harmless each other Stockholder, TeleCorp and THC and their respective
Affiliates, and the shareholders, members, managers, directors, officers,
employees, agents and/or the legal representatives of any of them (each, a
"Section 9.2 Indemnified Party"), against all liabilities and expenses
 -----------------------------
(including amounts paid in satisfaction of judgments, in compromise, as fines
and penalties, and as counsel fees) (collectively, "Losses") incurred by him or
                                                    ------
it in connection with the investigation, defense, or disposition of any action,
suit or other proceeding in which any

                                       9
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Section 9.2 Indemnified Party may be involved or with which he or it may be
threatened (whether arising out of or relating to matters asserted by third
parties against a Section 9.2 Indemnified Party or incurred or sustained by such
party in the absence of a third-party claim), that arises out of or results from
(a) any representation or warranty of such indemnifying party contained in this
Agreement being untrue in any material respect as of the date on which it was
made or (b) any material default by such indemnifying party or any of its
Affiliates in the performance of their respective obligations under this
Agreement; except to the extent (but only to the extent) any such Losses arise
out of or result from the gross negligence or willful misconduct of such Section
9.2 Indemnified Party or its Affiliates; provided that the aggregate liability
of each Stockholder to indemnify Section 9.2 Indemnified Parties against Losses
arising out of or resulting from (x) the untruth in any material respect of any
representation or warranty made by such Stockholder in this Agreement or (y) any
material default by such Stockholder in the performance of his obligations under
this Agreement, shall be limited to the surrender to TeleCorp of the shares of
TeleCorp Stock such Stockholder receives hereunder, and Section 9.2 Indemnified
Parties seeking indemnification against any Stockholder for such Losses
hereunder shall not have recourse to any other assets of such Stockholder.

     9.3  Indemnification by TeleCorp and THC.  TeleCorp and THC shall jointly
          -----------------------------------
and severally indemnify and hold harmless each of the Stockholders and their
respective Affiliates, and the shareholders, members, managers, officers,
employees, agents and/or the legal representatives of any of them (each, a
"Section 9.3 Indemnified Party"), against all Losses incurred by him or it in
 -----------------------------
connection with the investigation, defense, or disposition of any action, suit
or other proceeding in which any Section 9.3 Indemnified Party may be involved
or with which he or it may be threatened (whether arising out of or relating to
matters asserted by third parties against a Section 9.3 Indemnified Party or
incurred or sustained by such party in the absence of a third-party claim), that
arises out of or results from any material default by TeleCorp and/or THC or any
of their respective Affiliates in the performance of their respective
obligations under this Agreement, except to the extent (but only to the extent)
any such Losses arise out of or result from the gross negligence or willful
misconduct of such Section 9.3 Indemnified Party or its Affiliates.

     9.4  Procedures.
          ----------

          (a) The terms of this Section 9.4 shall apply to any claim (a "Claim")
                                                                         -----
for indemnification under the terms of Sections 9.2 or 9.3. The Section 9.2
Indemnified Party or Section 9.3 Indemnified Party (each, an "Indemnified
                                                              -----------
Party"), as the case may be, shall give prompt written notice of such Claim to
-----
the indemnifying party (the "Indemnifying Party") under the applicable Section,
                             ------------------
which party may assume the defense thereof; provided that any delay or failure
to so notify the Indemnifying Party shall relieve the Indemnifying Party of its
obligations hereunder only to the extent, if at all, that it is materially
prejudiced by reason of such delay or failure. The Indemnified Party shall have
the right to approve any counsel selected by the Indemnifying Party and to
approve the terms of any proposed settlement, such approval not to be
unreasonably delayed or withheld (unless, in the case of approval of a proposed
settlement, such settlement provides only, as to the Indemnified Party, the
payment of money damages actually paid by the Indemnifying Party and a complete
release of the Indemnified Party in respect of the claim in question).
Notwithstanding any of the foregoing to the contrary, the provisions of this

                                       10
<PAGE>

Article IX shall not be construed so as to provide for the indemnification of
any Indemnified Party for any liability to the extent (but only to the extent)
that such indemnification would be in violation of applicable law or that such
liability may not be waived, modified or limited under applicable law, but shall
be construed so as to effectuate the provisions of this Article IX to the
fullest extent permitted by law.

          (b) In the event that the Indemnifying Party undertakes the defense of
any Claim, the Indemnifying Party will keep the Indemnified Party advised as to
all material developments in connection with such Claim, including, but not
limited to, promptly furnishing the Indemnified Party with copies of all
material documents filed or served in connection therewith.

          (c) In the event that the Indemnifying Party fails to assume the
defense of any Claim within ten business days after receiving written notice
thereof; the Indemnified Party shall have the right, subject to the Indemnifying
Party's right to assume the defense pursuant to the provisions of this Article
IX, to undertake the defense, compromise or settlement of such Claim for the
account of the Indemnifying Party. Unless and until the Indemnified Party
assumes the defense of any Claim, the Indemnifying Party shall advance to the
Indemnified Party any of its reasonable attorneys' fees and other costs and
expenses incurred in connection with the defense of any such action or
proceeding. Each Indemnified Party shall agree in writing prior to any such
advancement that, in the event he or it receives any such advance, such
Indemnified Party shall reimburse the Indemnifying Party for such fees, costs
and expenses to the extent that it shall be determined that he or it was not
entitled to indemnification under this Article IX.

          (d) In no event shall an Indemnifying Party be required to pay in
connection with any Claim for more than one firm of counsel (and local counsel)
for each of the following groups of Indemnified Parties: (i) the Stockholders,
their respective successors, assigns, heirs, personal representatives,
beneficiaries, agents and/or the legal representatives of any of them; and (ii)
TeleCorp and THC and their respective Affiliates, and the shareholders, members,
managers, officers, employees, agents and/or the legal representatives of any of
them.

10.  TERMINATION

     10.1  Termination.  In addition to any other rights of termination set
           -----------
forth herein, this Agreement may be terminated, and the Transactions abandoned,
without further obligation of any party (except as set forth herein), at any
time prior to the Closing Date:

           (a) by mutual written consent of the parties;

           (b) by any party by written notice to the other parties, if the
Closing shall not have occurred on or before the date that is nine months after
the date hereof; provided that the party electing to exercise such right is not
otherwise in breach of its obligations under this Agreement; or

                                       11
<PAGE>

           (c) by any party by written notice to the other parties, if the
consummation of the Transactions shall be prohibited by a final, non-appealable
order, decree or injunction of a court of competent jurisdiction.

     10.2  Effect of Termination.
           ---------------------

           (a) In the event of a termination of this Agreement, no party hereto
shall have any liability or further obligation to any other party to this
Agreement, except as set forth in paragraph (b) below, and except that nothing
herein will relieve any party from liability for any breach by such party of
this Agreement.

           (b) In the event of a termination of this Agreement pursuant to
Section 10.1, all provisions of this Agreement shall terminate, except Articles
IX and XI.

           (c) Whether or not the Closing occurs, except as otherwise expressly
provided in this Agreement, all costs and expenses incurred in connection with
this Agreement, any Related Agreement and the Transactions shall be paid by the
party incurring such expenses.

11.  MISCELLANEOUS

     11.1  Amendment and Modification.  This Agreement may be amended, modified
           --------------------------
or supplemented only by written agreement of each of the parties.

     11.2  Waiver of Compliance; Consents.  Any failure of any of the parties to
           ------------------------------
comply with any obligation, covenant, agreement or condition herein may be
waived by the party or parties 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.

     11.3  Parties in interest: Assignment. 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. Neither the
Stockholders nor TeleCorp or THC may assign its rights and obligations hereunder
without the prior written consent of each of the other parties, provided that
TeleCorp and THC may assign their respective obligations to any of their
Affiliates, and provided, further, that TeleCorp and THC shall have the right to
assign their respective rights under this Agreement to the lenders (the
"Lenders") named in the Credit Agreement, dated as of July 17, 1998, by an among
TeleCorp PCS, Inc., the lenders party thereto and the Chase Manhattan Bank, as
Administrative Agent, TD Securities (USA) Inc., as Syndication Agent, and
Bankers Trust Company, as Documentation Agent (the "Credit Agreement"), as
security pursuant to the terms of the Credit Agreement and the documents and
instruments executed therewith, it being understood that, in connection with any
such assignment to the Lenders, the Lenders shall not assume any obligations of
TeleCorp or THC hereunder.

                                       12
<PAGE>

     11.4  Broker's Fee.  Each of the parties hereto hereby represents that, on
           ------------
the basis of any actions and agreements by it, there are no brokers or finders
entitled to compensation in connection herewith.

     11.5  Governing Law.  This Agreement shall be governed in all respects by
           -------------
the laws of the Commonwealth of Virginia without regard to the conflict of laws,
and the rules thereof.

     11.6  Survival. The representations, warranties, covenants, and agreements
           --------
made in this Agreement shall survive any investigation made by the Stockholders,
TeleCorp or THC.

     11.7  Entire Agreement.  This Agreement, including the exhibits and
           ----------------
schedules hereto and thereto and the certificates and instruments delivered
pursuant to the terms of this Agreement, constitute the entire agreement and
understanding of the parties hereto in respect of the Transactions. This
Agreement supersedes all prior agreements and understandings between the parties
with respect to such Transactions.

     11.8  Notices, etc.  All notices and other communications required or
           ------------
permitted under this Agreement shall be in writing and shall be delivered by
hand, overnight courier or given by electronic facsimile transmission or mailed
by first class, certified or registered mail, return receipt requested, postage
prepaid:

     If to Viper or the Stockholders, to the address set forth below for
TeleCorp.

           If to TeleCorp or THC, to:   TeleCorp PCS, Inc.
                                        1010 N. Glebe Road, Suite 800
                                        Arlington, VA 22201
                                        Attention: Thomas H. Sullivan
                                        Telephone: (703) 236-1100
                                        Facsimile: (703) 236-1376

     All notices and other communications shall be effective upon the earlier of
actual receipt thereof and (a) in the case of notices and communications sent by
personal delivery or telecopy, three hours after such notice or communication
arrives at the applicable address or was successfully sent to the applicable
telecopy number, (b) in the case of notices and communications sent by overnight
delivery service, at noon (local time) on the first business day following the
day such notice or communication was sent, and (c) in the case of notices and
communications sent by U.S. mail, five days after such notice or communication
shall have been deposited in the U.S. mail.

     11.9  Severability of this Agreement.  If any provision of this Agreement
           ------------------------------
shall be found by any court of competent jurisdiction to be invalid or
unenforceable, the parties waive such provision to the extent that it is found
to be invalid or unenforceable. Such provision shall, to the maximum extent
allowable by law, be modified by such court so that it becomes enforceable and,
as modified, shall be enforced as any other provision hereof; all the other
provisions hereof continuing in full force and effect.

                                       13
<PAGE>

     11.10 Headings.  The headings contained in this Agreement are for reference
           --------
purposes only and shall not in any way affect the meaning or interpretation of
this Agreement.

     11.11 Counterparts.  This Agreement may be executed in any number of
           ------------
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.

     11.12 Further Assurances.  Each party hereto shall do and perform or cause
           ------------------
to be done and performed all such further acts and things and shall execute and
deliver all such other agreements, certificates, instruments and documents as
the other party hereto may reasonably request in order to carry out the intent
and accomplish the purposes of this Agreement and the consummation of the
Transactions.

     11.13 Expenses.  Each party hereto shall bear its own expenses incurred on
           --------
its behalf with respect to this Agreement and the Transactions, including fees
of legal counsel.

              [REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

                                       14
<PAGE>

           IN WITNESS WHEREOF, the foregoing agreement is hereby executed as of
the date first above written.


                                    TELECORP PCS, INC.


                                    By:___________________________________
                                       Name:  Thomas H. Sullivan
                                       Title: Executive Vice President

                                    TELECORP HOLDING CORP., INC.


                                    By:___________________________________
                                       Name:  Thomas H. Sullivan
                                       Title: President

                                    VIPER WIRELESS, INC.


                                    By:___________________________________
                                       Name:
                                       Title:

                                    STOCKHOLDERS:


                                    ______________________________________
                                    Thomas Sullivan


                                    ______________________________________
                                    Gerald Vento

                                       15
<PAGE>

                                   SCHEDULE I
                                   ----------


Shares                                       TeleCorp Stock
------                                       --------------

Class A Common Stock:                        Voting Common Stock:

Gerald T. Vento:    3,750 shares             Gerald T. Vento:     64,535 shares
Thomas H. Sullivan: 3,750 shares             Thomas H. Sullivan:  40,116 shares

                                             Series E Preferred Stock:

                                             Gerald T. Vento:     493.33 shares
                                             Thomas H. Sullivan:  306.67 shares

                                       16



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