Here's sompin' else to read 'n weep over...Calvin
DALLAS--(BUSINESS WIRE)--Dec. 3, 1998--CAI Wireless Systems, Inc. (OTC:CCAI -
news; ''CAI''), Heartland Wireless Communications, Inc. (''Heartland'') and CS Wireless Systems,
Inc. (''CS Wireless'') jointly announced today that they entered into a Master Agreement on
December 2, 1998, under which, among other things, CAI acquired Heartland's approximately
36% equity interest in CS Wireless. Additionally, CS Wireless and Heartland agreed to exchange
certain spectrum assets and equipment for cash consideration, cancellation of CS Wireless'
obligations on certain outstanding CS Wireless indebtedness to Heartland and the mutual release of
certain other claims.
The parties also agreed to cooperate in a joint effort to permit timely filing with the Federal
Communications Commission (''FCC'') of developmental and permanent authority for 2-way use of
the parties' respective MMDS spectrum in contiguous and adjacent markets to allow full, flexible
2-way use of this spectrum for telephony, high-speed Internet access and other services. The
parties have agreed to give priority to the Dallas/Fort Worth, Texas, market, where CS Wireless
intends to file a developmental application in the near future.
In connection with the transactions, a consent and waiver (the ''Consent'') from the holders of a
majority of the principal amount of CS Wireless' outstanding Series B 11-3/8% Senior Notes due
2006 (the ''Senior Notes'') was obtained, pursuant to which CS Wireless will pay a consent fee of
$3.125 per $1,000 principal amount to all holders of record on December 3, 1998. The Consent
also contemplates that CS Wireless will redeem the CS Wireless shares purchased by CAI for the
same cash consideration paid therefore by CAI. The consent fee is expected to be paid within the
next three months.
MMDS operators use FCC-licensed microwave frequencies in the 2.1-2.7 GHz range to deliver
cable television programming and high-speed Internet services. Heartland Wireless
Communications, Inc. is America's largest MMDS operator, servicing approximately 163,000
subscribers in 57 markets. Heartland currently holds wireless cable channel rights in 90 small to
mid-size markets located in the central United States. CAI and CS Wireless are among the largest
MMDS operators servicing approximately 35,100 and 64,500 subscription video subscribers,
respectively. CAI's markets are located in the northeastern and mid-Atlantic United States. CS
Wireless' markets are located in the central and southwestern United States.
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