Common use of Replacement Assets Clause in Contracts

Replacement Assets. (a) In the event that AT&T is unable to deliver, or ------------------ cause the delivery of, any of the Polycell Licenses and ABC Licenses within 35 days after any of TeleCorp and its Affiliates are treated as transferring any TeleCorp Asset within the meaning of Regulation section 1.1031(k)-1(b)(2)(i) (the "First Transfer Date"), then, within 45 days after the First Transfer Date, AT&T shall deliver, or cause to be delivered, to the Intermediary, for delivery to the Designated TeleCorp Affiliates, one of the following (chosen at AT&T's option), which delivery will constitute full and complete satisfaction of AT&T's obligations with respect to the Polycell Licenses or the ABC Licenses, as the case may be: (A) cash in an amount equal to (1) $133 times the number of POPs covered by the Polycell Licenses or the ABC Licenses, as the case may be, less (2) the amount of the Cash Consideration that was required to be paid pursuant to the Polycell Acquisition Agreement or the ABC Acquisition Agreement, as the case may be, and the transactions contemplated thereby; (B) an amount of Class A Common Stock of TeleCorp having a value equal to the cash payable under clause (A) above, valued based on the average of the closing prices of such stock for the ten trading days immediately preceding the date of Closing; or (C) executed assignments in form and substance satisfactory to TeleCorp for PCS Licenses held by AT&T and/or its Affiliates in markets of equivalent size and density to markets covered by the ABC Licenses and Polycell Licenses and reasonably acceptable to TeleCorp (the "Replacement Assets") for at least an equivalent number of POPs, which shall be exchanged in accordance with Section 1.3(b) above. In each case, TeleCorp may timely deliver to the Intermediary a signed schedule identifying and designating such Replacement Assets as "replacement assets" within the meaning of Regulations section 1.1031(k)-l(c)(2). If AT&T chooses to comply with clause (C) above, TeleCorp will deliver to the Intermediary, and shall cause the Intermediary to deliver to AT&T, an amount of Class A Common Stock of TeleCorp, valued as set forth in clause (B) above, equal to the amount of the Cash Consideration that was required to be paid pursuant to the Polycell Acquisition Agreement or the ABC Acquisition Agreement, as the case may be, and the transactions contemplated thereby, and, if the number of POPs included in the Replacement Assets chosen exceeds the number of POPs covered by the Polycell Licenses or the ABC Licenses, as the case may be, TeleCorp will deliver to the Intermediary, and shall cause the Intermediary to deliver to AT&T, an additional amount of TeleCorp Class A Common Stock, valued as set forth in clause (B) above, equal to $133 times the number of such excess POPs. (b) In the event TeleCorp LLC is unable to deliver the TeleCorp Assets, or if this Agreement terminates prior to delivery of the TeleCorp Assets, and prior to termination any TeleCorp Affiliate has acquired any of the AT&T Acquired Assets pursuant to this Agreement, then promptly upon termination of this Agreement, TeleCorp shall, as directed by AT&T, either (A) sell the Polycell Licenses or the ABC Licenses, as the case may be, to an entity designated by AT&T, for a purchase price and otherwise on the same terms and conditions as TeleCorp's acquisition of the Polycell Licenses or the ABC Licenses or (B) issue to AT&T an amount of Class A Common Stock of TeleCorp having a value equal to (1) $133 times the number of POPs covered by the Polycell Licenses or the ABC Licenses, as the case may be, less (2) the amount of the Cash Consideration that was required to be paid pursuant to the Polycell Acquisition Agreement or the ABC Acquisition Agreement, as the case may be, and the transactions contemplated thereby, such stock to be valued based on the average of the closing prices of such stock for the ten trading days immediately preceding the date of Closing.

Replacement Assets. (a) In the event that AT&T is unable to deliver, or ------------------ cause the delivery of, any of the Polycell Licenses and ABC Licenses within 35 days after any of TeleCorp and its Affiliates are treated as transferring any TeleCorp Asset within the meaning of Regulation section 1.1031(k)-1(b)(2)(i) (the "First Transfer DateFIRST TRANSFER DATE"), then, within 45 days after the First Transfer Date, AT&T shall deliver, or cause to be delivered, to the Intermediary, for delivery to the Designated TeleCorp Affiliates, one of the following (chosen at AT&T's option), which delivery will constitute full and complete satisfaction of AT&T's obligations with respect to the Polycell Licenses or the ABC Licenses, as the case may be: (A) cash in an amount equal to (1) $133 times the number of POPs covered by the Polycell Licenses or the ABC Licenses, as the case may be, less (2) the amount of the Cash Consideration that was required to be paid pursuant to the Polycell Acquisition Agreement or the ABC Acquisition Agreement, as the case may be, and the transactions contemplated thereby; (B) an amount of Class A Common Stock of TeleCorp having a value equal to the cash payable under clause (A) above, valued based on the average of the closing prices of such stock for the ten trading days immediately preceding the date of Closing; or (C) executed assignments in form and substance satisfactory to TeleCorp for PCS Licenses held by AT&T and/or its Affiliates in markets of equivalent size and density to markets covered by the ABC Licenses and Polycell Licenses and reasonably acceptable to TeleCorp (the "Replacement AssetsREPLACEMENT ASSETS") for at least an equivalent number of POPs, which shall be exchanged in accordance with Section 1.3(b) above. In each case, TeleCorp may timely deliver to the Intermediary a signed schedule identifying and designating such Replacement Assets as "replacement assets" within the meaning of Regulations section 1.1031(k)-l(c)(2). If AT&T chooses to comply with clause (C) above, TeleCorp will deliver to the Intermediary, and shall cause the Intermediary to deliver to AT&T, an amount of Class A Common Stock of TeleCorp, valued as set forth in clause (B) above, equal to the amount of the Cash Consideration that was required to be paid pursuant to the Polycell Acquisition Agreement or the ABC Acquisition Agreement, as the case may be, and the transactions contemplated thereby, and, if the number of POPs included in the Replacement Assets chosen exceeds the number of POPs covered by the Polycell Licenses or the ABC Licenses, as the case may be, TeleCorp will deliver to the Intermediary, and shall cause the Intermediary to deliver to AT&T, an additional amount of TeleCorp Class A Common Stock, valued as set forth in clause (B) above, equal to $133 times the number of such excess POPs. (b) In the event TeleCorp LLC is unable to deliver the TeleCorp Assets, or if this Agreement terminates prior to delivery of the TeleCorp Assets, and prior to termination any TeleCorp Affiliate has acquired any of the AT&T Acquired Assets pursuant to this Agreement, then promptly upon termination of this Agreement, TeleCorp shall, as directed by AT&T, either (A) sell the Polycell Licenses or the ABC Licenses, as the case may be, to an entity designated by AT&T, for a purchase price and otherwise on the same terms and conditions as TeleCorp's acquisition of the Polycell Licenses or the ABC Licenses or (B) issue to AT&T an amount of Class A Common Stock of TeleCorp having a value equal to (1) $133 times the number of POPs covered by the Polycell Licenses or the ABC Licenses, as the case may be, less (2) the amount of the Cash Consideration that was required to be paid pursuant to the Polycell Acquisition Agreement or the ABC Acquisition Agreement, as the case may be, and the transactions contemplated thereby, such stock to be valued based on the average of the closing prices of such stock for the ten trading days immediately preceding the date of Closing.