Evalute the deal struck in 1990 and 1992

EXHIBIT H Excerpts 3 from Summary of Terms for Proposed Private Placement, 2/27/90 Radio Telephone Systems (dba BCGI) Current Outstanding Securities 100 shares of Common Stock (Common) sold to Burr, Egan, Deleoge \& Co. (BED), 100 shores of Common Stock issuoble to Highland Capital Portners timiled Parinership (HCP) upon conversion of $305,000 demand converfble nole; and shores of Commen and/er eptions to purchase Common representing an aggregote of up to 28 shares issued to or reserved for itsuance to Manogement las defined belew]. Al or prior to the Clasing (as defined below) each shore' of Common held by BED will be converted into ' 100 shares of Closs A Common Slock (Class A Common]; HCP will convent ib $305,000 demand convertible nole into 100 shares of Common and each such share of Common will be converled into 100 shares of Class A Common; and each share (ond/or option to purchave a share a) Common held by Management will be converted into 100 shores of (ond/or options to purchase 100 shares of) Closs B Cotimon Siock (Class B Common). Investors Entities affiliated with 8ED will invest an aggregote of $4,445,000;HCP will invest $4,445,000; and $2,500,000 will come from aher investors. Manogement moy invest up to $125,000 of the remoining $2,500,000 at the initial closing lthe Closingl, ond the balance will be invested by fidelity Vertures (fidelity). Type of Security and Amount of Investment An aggregale of $10,800,000 of NonComvertible Preferred Slock [Preferred] and an oggregale of $590,000 of Closs A Cammon. The Preferred and the Closs A Common [the Socurities) will be sold in hoo dosings. The initial Closing will involve on aggregate of approximately $4,746,000 of Securities, and will be conditioned on the oblaining of all necessery approvols ior the acquistion of certain radio paging systems from NYNEX as well as on the oblaining of all necessary regulatory opprovals for the change in contral of the Compeny resulting fram this financing. - Poyment will be in cosh and wrrender of demond noles all olber poyments will be in cash. Cellular Express, Inc. Callular Express, Inc. Prior to the Clasing, an accommodation will be reached among the Company, BED and HCP with respect to Cellulor Express, Inc. Bank Line of Credit Prior to the second closing, the Compony shall use is best efforts to oblain a bank line of credit in an amount of at loat $2milion on serms approved by the Board, If such line of credit cannot be eblained, the Company and liveslors will negotiate for the Investors to provide addifichal linencing on mutually agreeable terms. Bridge Advances Any bridge odvances made by Highland prior to Closing will be stuctured to bring Highland's position inlo line with BED, subject to FCC and other regulalory requirements. Additiond bridge advances will be condilioned on Management preparing cosh budgets for the existing business of the Company for the opproval of the Inveslors. "The Aonexceppled areas of this tem sheet cover importor bolerplale ded points including voing, defau, tiquidation, slock oplions, ontidition. keyman insurance, and other protective provisions. EXHIBIT] (concladed) aovere; Compony's projections as of June, 1995. Pro forma io exclude divcontinund operetions: (I) Cerporate everhead allocated as a percenloge of Cellular Eeprest revenues (2) Assumes ol dopreciation and amertizotion othributable to Cellular Express (3) Assumes hisioricol interest expense of $100,000 for Cellular Express [4] Assumes a 40% lax rale (5) Excludes $2,500 in revenue and $250 in operaking income which is assumed io be from discontinued operalions Assumes $100,000 of interest expense ellributablo to continuing operations (b) CAGR from 1992-1994 EXHLBIT K Summary of Terms for Proposed Restructuring, 12/31/92 1. The new copital structure for Boslon Communicotions Group (BCGl or the Company will consist of the following: a. Common Stock - One vele per share. b. Redeemoble Preferred Siock. These shares have no voling rights. The sharas will be subject to redemption at the option of either the BCGI or the holder thereof on the earlior to occur of (i) 6/30/97 or fil the sole of BCG's Roamer Plus busines. at their purchase price, plus unpeid dividends. The shares may also be redeemed, on a pro-rata basi, with the proceeds of benk financing at ony lime without penaliy. The shares will hove an 8 percent cumulofive dividend and a liquidation purchese price, plus unpaid dividends. c. Convertible Prelerred Siock-These shares may be converted to Common Slock at any lime, ond the Class 8 moy be. converied to Class A at any time, subject in eoch cose to the prior receipt of any necessary approvals of the FCC or Siate regulatory bodies. The halders of the Convertible Preferred will be entilad to convent their sharns into 75 percent of the tolol Common Siock which may be outstanding from time to time of and aher the dale of restructuring, ossuming the exerelse or conversion of all coptions, warrants, and other securites which ore converlible into or exchangeoble for Comming Stock. Conversion of the Class B Converlible Preferred to Class A Converible Preferred will be on a one forane basis. These shares will have a liquidotion preference in the amount of their purchose price, junior to the Redeemable Preforred Slock and will have no dividend. The shares will be subject to put/call provisions at fair market volue following the redemption of the redeemable Preferred Slock, but not before 6/30/97. There will be two classes of Convenible Preforred Stock: Class A-Valing - Eoch thare shall be entilled to that number of voles equal to the number of shares of Common Slock into which it is then convernible. Cloas 8 -Nonvoling. 2. The funds manoged by Burt, Egen, Deleoge & Company BBEDCO/ will exchange the 375 shares of old Class A Comnon Stock for 375 sheres of the new Class A Converlible Preferred Slock. 3. Highlond Copilal Pariners L.P. (Highland) will exchange its Convertible Nole (Class A Common Slock) in the principal amount of \$275,000 for 275 of the new Class B Convertible Prefersed Siock. 4. BEDCO, Highland, Hancoek Veneure Porinens III and Poul Tobin (the Inveslors) will exchonge their Convenible Notes (Class B Common Slock) in the principol amount of $400,000 for 200 shares of the new Class B Convernible Prelerred Stock. 5. The manegement group /consisting of Poul Tobin, Robert Sullivon, Frederick van Mering. Jeffry Timmons, Clifford Tollman and Robin Leonerd) (Management) will exchange their slock options to acquire 850 shares of the old Class, CC Common Stock for 283.3 shores of the asw Common Siock, which sholl constitute 25 porcent of the lolal Common Stock which moy be outtanding from lime to fime at and offer the dale of restructuring, assuming the exarcise ar converion of oll options, warrants, and other securities which are converible inio or exchangeable for Common Slock. 6. The holders of Senior Subordinated Noles (except the holders of the rollover noles) will exchange their notes, in the fotal amount of $9,991,118, plus accrued inlerest (for 1991) in the tolal amount of $1,855,900, for Redeemoble freferred 5 tock. 7. The holders of the rollover noles [except Kim Mayyasi] will exchange their noles in the lotal principol amount of $665,934, plus accrued interest ffor 1991) in the folal amount of $158,100, for Redoemable Praterred Stock. The Company will use its best reasonable effort bo roise bank debt of $2 millon to $5 milion by Dectmber 31, 1992, for the purpose of redeeming the Redeemable Preferred Siock, on a prorola bash. 9. Upon sale of the Beoper One (New York Shale) paging syslem, the Company will poy the Senior Subordinated Nole in the principal amount of \$144,900 held by Kim Moyyosi in full, including any occryed interest. Following the sele of assels of the Massochuselts One R.SA (franklin Countyl celular system or Beeper One, the Company shall pay the following from the net proceeds of iale, io the exient received, on a pro-ela besis: 10. There will be no payment of acerved interest for 1992 an the Senior Subordinoled Noles or the Convertible Nates. 11. Management wil establish a management compary to provide inanagement services bo BCGL. BCGI and he manogement compony will enler into a manogement ogreement, contoining wach lerms and conditons es moy be agreed upon by BCG and the manogement company. The fee for the manogernent compony's services will be based upon the current BCGI GZA expenses. 12. Management will devote sufficient lime, energy and skills to the proper performance of the dities of he Conpany. 13. Immediotely following the restructuring, the boord of direclors sholl consist of five members: Brion B. Applegote, Williain 1 . Boyce, Paul J. Tobin, Clifford P. Tallman and Jeffry A. Timmons. 14. In the event that the internal rale of rolurn to the investors on their $12,897,018 of invented copilal, at measured from January 1, 1992, exceods 35 percent per annum at the fime of any complele ar pertial liquidation or aale of the Company or a major portion of its asses, then the excess above 35 percent sholl be divided equoly between the investors ond monegarment. 15. Preemptive rights to purchese, on e prorola bosis, new issues of securilies by the Compony los in the current Articles of Organization, as amended) shall be gratled to the holders of the Converfible freferred Slock and the Common Slock. business Carrier Support Services. This service was lo. Credit Technology, Inc., a developer of custom soffware bor intensive and was characlerized by high personnel for the colvlar industry. Credit Technology generated turnover. Several carriers soon followed Amerilech and approximately $10 million in 1994 . Brian and Paul neoutsourced offhour customer service octivities to BCGL. gotioled a merger between BCGI and Credit TechnolIn 1994, cellular industry leader Brian Boyle (see ogy which essentiolly combined the companies wilh a Exhibit L for biographical skelches) joined the BCGI team. 50/50 stock split. The merger passed the BCGI board. in the mid-1980s, Brian had founded APPEX Corpora- but stalled in the Credit Technology bocrd meeling. tion and grew it to $16 million in annud revenues be- Brion become vice chairman in charge of develaping fore selling to EDS for $48 million. In 1989 , he founded new wireless services. EXHIBIT H Excerpts 3 from Summary of Terms for Proposed Private Placement, 2/27/90 Radio Telephone Systems (dba BCGI) Current Outstanding Securities 100 shares of Common Stock (Common) sold to Burr, Egan, Deleoge \& Co. (BED), 100 shores of Common Stock issuoble to Highland Capital Portners timiled Parinership (HCP) upon conversion of $305,000 demand converfble nole; and shores of Commen and/er eptions to purchase Common representing an aggregote of up to 28 shares issued to or reserved for itsuance to Manogement las defined belew]. Al or prior to the Clasing (as defined below) each shore' of Common held by BED will be converted into ' 100 shares of Closs A Common Slock (Class A Common]; HCP will convent ib $305,000 demand convertible nole into 100 shares of Common and each such share of Common will be converled into 100 shares of Class A Common; and each share (ond/or option to purchave a share a) Common held by Management will be converted into 100 shores of (ond/or options to purchase 100 shares of) Closs B Cotimon Siock (Class B Common). Investors Entities affiliated with 8ED will invest an aggregote of $4,445,000;HCP will invest $4,445,000; and $2,500,000 will come from aher investors. Manogement moy invest up to $125,000 of the remoining $2,500,000 at the initial closing lthe Closingl, ond the balance will be invested by fidelity Vertures (fidelity). Type of Security and Amount of Investment An aggregale of $10,800,000 of NonComvertible Preferred Slock [Preferred] and an oggregale of $590,000 of Closs A Cammon. The Preferred and the Closs A Common [the Socurities) will be sold in hoo dosings. The initial Closing will involve on aggregate of approximately $4,746,000 of Securities, and will be conditioned on the oblaining of all necessery approvols ior the acquistion of certain radio paging systems from NYNEX as well as on the oblaining of all necessary regulatory opprovals for the change in contral of the Compeny resulting fram this financing. - Poyment will be in cosh and wrrender of demond noles all olber poyments will be in cash. Cellular Express, Inc. Callular Express, Inc. Prior to the Clasing, an accommodation will be reached among the Company, BED and HCP with respect to Cellulor Express, Inc. Bank Line of Credit Prior to the second closing, the Compony shall use is best efforts to oblain a bank line of credit in an amount of at loat $2milion on serms approved by the Board, If such line of credit cannot be eblained, the Company and liveslors will negotiate for the Investors to provide addifichal linencing on mutually agreeable terms. Bridge Advances Any bridge odvances made by Highland prior to Closing will be stuctured to bring Highland's position inlo line with BED, subject to FCC and other regulalory requirements. Additiond bridge advances will be condilioned on Management preparing cosh budgets for the existing business of the Company for the opproval of the Inveslors. "The Aonexceppled areas of this tem sheet cover importor bolerplale ded points including voing, defau, tiquidation, slock oplions, ontidition. keyman insurance, and other protective provisions. EXHIBIT] (concladed) aovere; Compony's projections as of June, 1995. Pro forma io exclude divcontinund operetions: (I) Cerporate everhead allocated as a percenloge of Cellular Eeprest revenues (2) Assumes ol dopreciation and amertizotion othributable to Cellular Express (3) Assumes hisioricol interest expense of $100,000 for Cellular Express [4] Assumes a 40% lax rale (5) Excludes $2,500 in revenue and $250 in operaking income which is assumed io be from discontinued operalions Assumes $100,000 of interest expense ellributablo to continuing operations (b) CAGR from 1992-1994 EXHLBIT K Summary of Terms for Proposed Restructuring, 12/31/92 1. The new copital structure for Boslon Communicotions Group (BCGl or the Company will consist of the following: a. Common Stock - One vele per share. b. Redeemoble Preferred Siock. These shares have no voling rights. The sharas will be subject to redemption at the option of either the BCGI or the holder thereof on the earlior to occur of (i) 6/30/97 or fil the sole of BCG's Roamer Plus busines. at their purchase price, plus unpeid dividends. The shares may also be redeemed, on a pro-rata basi, with the proceeds of benk financing at ony lime without penaliy. The shares will hove an 8 percent cumulofive dividend and a liquidation purchese price, plus unpaid dividends. c. Convertible Prelerred Siock-These shares may be converted to Common Slock at any lime, ond the Class 8 moy be. converied to Class A at any time, subject in eoch cose to the prior receipt of any necessary approvals of the FCC or Siate regulatory bodies. The halders of the Convertible Preferred will be entilad to convent their sharns into 75 percent of the tolol Common Siock which may be outstanding from time to time of and aher the dale of restructuring, ossuming the exerelse or conversion of all coptions, warrants, and other securites which ore converlible into or exchangeoble for Comming Stock. Conversion of the Class B Converlible Preferred to Class A Converible Preferred will be on a one forane basis. These shares will have a liquidotion preference in the amount of their purchose price, junior to the Redeemable Preforred Slock and will have no dividend. The shares will be subject to put/call provisions at fair market volue following the redemption of the redeemable Preferred Slock, but not before 6/30/97. There will be two classes of Convenible Preforred Stock: Class A-Valing - Eoch thare shall be entilled to that number of voles equal to the number of shares of Common Slock into which it is then convernible. Cloas 8 -Nonvoling. 2. The funds manoged by Burt, Egen, Deleoge & Company BBEDCO/ will exchange the 375 shares of old Class A Comnon Stock for 375 sheres of the new Class A Converlible Preferred Slock. 3. Highlond Copilal Pariners L.P. (Highland) will exchange its Convertible Nole (Class A Common Slock) in the principal amount of \$275,000 for 275 of the new Class B Convertible Prefersed Siock. 4. BEDCO, Highland, Hancoek Veneure Porinens III and Poul Tobin (the Inveslors) will exchonge their Convenible Notes (Class B Common Slock) in the principol amount of $400,000 for 200 shares of the new Class B Convernible Prelerred Stock. 5. The manegement group /consisting of Poul Tobin, Robert Sullivon, Frederick van Mering. Jeffry Timmons, Clifford Tollman and Robin Leonerd) (Management) will exchange their slock options to acquire 850 shares of the old Class, CC Common Stock for 283.3 shores of the asw Common Siock, which sholl constitute 25 porcent of the lolal Common Stock which moy be outtanding from lime to fime at and offer the dale of restructuring, assuming the exarcise ar converion of oll options, warrants, and other securities which are converible inio or exchangeable for Common Slock. 6. The holders of Senior Subordinated Noles (except the holders of the rollover noles) will exchange their notes, in the fotal amount of $9,991,118, plus accrued inlerest (for 1991) in the tolal amount of $1,855,900, for Redeemoble freferred 5 tock. 7. The holders of the rollover noles [except Kim Mayyasi] will exchange their noles in the lotal principol amount of $665,934, plus accrued interest ffor 1991) in the folal amount of $158,100, for Redoemable Praterred Stock. The Company will use its best reasonable effort bo roise bank debt of $2 millon to $5 milion by Dectmber 31, 1992, for the purpose of redeeming the Redeemable Preferred Siock, on a prorola bash. 9. Upon sale of the Beoper One (New York Shale) paging syslem, the Company will poy the Senior Subordinated Nole in the principal amount of \$144,900 held by Kim Moyyosi in full, including any occryed interest. Following the sele of assels of the Massochuselts One R.SA (franklin Countyl celular system or Beeper One, the Company shall pay the following from the net proceeds of iale, io the exient received, on a pro-ela besis: 10. There will be no payment of acerved interest for 1992 an the Senior Subordinoled Noles or the Convertible Nates. 11. Management wil establish a management compary to provide inanagement services bo BCGL. BCGI and he manogement compony will enler into a manogement ogreement, contoining wach lerms and conditons es moy be agreed upon by BCG and the manogement company. The fee for the manogernent compony's services will be based upon the current BCGI GZA expenses. 12. Management will devote sufficient lime, energy and skills to the proper performance of the dities of he Conpany. 13. Immediotely following the restructuring, the boord of direclors sholl consist of five members: Brion B. Applegote, Williain 1 . Boyce, Paul J. Tobin, Clifford P. Tallman and Jeffry A. Timmons. 14. In the event that the internal rale of rolurn to the investors on their $12,897,018 of invented copilal, at measured from January 1, 1992, exceods 35 percent per annum at the fime of any complele ar pertial liquidation or aale of the Company or a major portion of its asses, then the excess above 35 percent sholl be divided equoly between the investors ond monegarment. 15. Preemptive rights to purchese, on e prorola bosis, new issues of securilies by the Compony los in the current Articles of Organization, as amended) shall be gratled to the holders of the Converfible freferred Slock and the Common Slock. business Carrier Support Services. This service was lo. Credit Technology, Inc., a developer of custom soffware bor intensive and was characlerized by high personnel for the colvlar industry. Credit Technology generated turnover. Several carriers soon followed Amerilech and approximately $10 million in 1994 . Brian and Paul neoutsourced offhour customer service octivities to BCGL. gotioled a merger between BCGI and Credit TechnolIn 1994, cellular industry leader Brian Boyle (see ogy which essentiolly combined the companies wilh a Exhibit L for biographical skelches) joined the BCGI team. 50/50 stock split. The merger passed the BCGI board. in the mid-1980s, Brian had founded APPEX Corpora- but stalled in the Credit Technology bocrd meeling. tion and grew it to $16 million in annud revenues be- Brion become vice chairman in charge of develaping fore selling to EDS for $48 million. In 1989 , he founded new wireless services