XXXXXX COMMUNICATIONS CORPORATION
PCS TRANSFER RIGHTS AGREEMENT
dated as of February 8, 2001
PCS TRANSFER RIGHTS AGREEMENT
PCS TRANSFER RIGHTS AGREEMENT, dated as of February 8, 2001 (this
"Agreement"), by and between Xxxxxx Communications Corporation, an Oklahoma
corporation (the "Company"), and AT&T Wireless Services, Inc., a Delaware
corporation ("AWS").
RECITALS
WHEREAS:
(A) AWS is purchasing 200,000 shares of the Company's Series AA Preferred
which, subject to certain conditions, is exchangeable for 200,000 shares of the
Company's Series A Convertible Preferred Stock (together the "Preferred Stock")
pursuant to that certain Stock Purchase Agreement dated November 6, 2000, as
amended (as amended, the "Purchase Agreement") by and between AWS and the
Company; and
(B) The proceeds from the issuance of the Preferred Stock may be used in
whole or in part to fund the down payment required in connection with the bid by
the Company's subsidiary, DCC PCS, Inc. ("DPCS"), to purchase PCS Licenses (as
hereinafter defined) in the FCC Re-Auction (as hereinafter defined); and
(C) The parties hereto have agreed to enter into this Agreement in order to
provide for certain matters relating to any PCS Licenses acquired by the Company
or DPCS in the FCC Re-Auction.
NOW, THEREFORE, in consideration of the premises and the mutual
representations, warranties, covenants, conditions and agreements hereinafter
set forth, the parties agree as follows:
ARTICLE 1.
1.1 Certain Defined Terms. As used herein, the following terms have the
following meanings (unless indicated otherwise, all Section and Article
references are to Sections and Articles in this Agreement, and all Schedule and
Exhibit references are to Schedules and Exhibits to this Agreement):
"AAA Rules" shall have the meaning set forth in Section 3.6(c).
"Affiliate" shall have the meaning given such term in Rule 501(b) under the
Securities Act, provided, that, Logix Communications will not be deemed to be
part of the Company or an Affiliate of the Company for purposes of this
Agreement, and neither ACC Acquisition LLC, a Delaware limited liability
company, nor any Subsidiary thereof will be deemed to be an Affiliate of the
Company for purposes of this Agreement.
"Arbitration Notice" shall have the meaning set forth in Section 3.6(c).
"Auctioned PCS License" shall mean a License issued by the FCC to the
Company, DPCS or another Subsidiary of the Company pursuant to the FCC
Re-Auction to construct and operate a PCS System in certain BTAs.
"Auctioned PCS System" shall mean a PCS System constructed and operated by
the Company, DPCS or another Subsidiary of the Company in a BTA (or any
successor territorial designations or subdivision thereof authorized by the FCC)
pursuant to an Auctioned PCS License.
"AWS" shall have the meaning set forth in the preamble.
"AWS Transferee" shall have the meaning set forth in Section 2.1(b).
"Beneficially Own" shall have the meaning set forth in Rule 13d-3 of the
Securities Exchange Act of 1934, as amended.
"BTA" shall mean a geographic area established by the Rand XxXxxxx 1992
Commercial Atlas & Marketing Guide, 123rd Edition, as modified by the FCC to
form the initial geographic area of a license for the C, D, E and F blocks of
broadband PCS spectrum as defined in Section 24.202 of the FCC's rules.
"Cellular System" shall mean a mobile communication system constructed and
operated in an MSA or a RSA (or any successor territorial designations or
subdivision thereof authorized by the FCC) exclusively using frequencies in the
800 MHz band, or portions thereof, pursuant to a License therefor issued by the
FCC.
"Cellular Territory" shall mean the cellular geographic service area in an
MSA or RSA in which the Company or its Subsidiaries has been granted a License
to operate a Cellular System by the FCC.
"Change of Law" shall mean a change in a Law applicable to the Company, AWS
and/or any of their respective Affiliates or their respective businesses,
properties or assets which is adopted or occurs after the date hereof.
"Company" shall have the meaning set forth in the preamble.
"Dispute" shall have the meaning set forth in Section 3.6(a).
"Expiration Date" shall have the meaning set forth in Section 2.1(b).
"FCC" shall mean the Federal Communications Commission or similar
regulatory authority established in replacement thereof.
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"FCC Conflict" shall mean the existence or occurrence of any of the
following: (a) the FCC Order being withdrawn, reversed, superseded or otherwise
ceasing to be in full force and effect, including without limitation as a result
of a Change of Law or an application of existing law, (b) the commencement of
the 90 day cure period (as such period may be modified) set forth in the FCC
Order, (c) either AWS or the Company or any of their respective Affiliates own
an attributable interest in both Cellular Systems or PCS Systems authorized to
serve a Cellular Territory or PCS Territory which violates any FCC rule or
regulation prohibiting such overlapping interests; (d) either AWS, the Company
or any of their respective Affiliates holds an attributable interest in more
licensed broadband PCS, cellular, and SMR spectrum regulated as CMRS than is
permitted under any FCC spectrum cap regulation prohibiting such interest; or
(e) either AWS or the Company or any of their respective Affiliates holds any
other attributable interest or interests which violates any rule or regulation
of the FCC, for example, prohibitions on the ownership of certain interests in
the telephone company and cable television company serving the same market.
"FCC Order" shall mean the waiver of 47 CFR Section 22.942 granted to the
Company and AWS by the Chief of the Commercial Wireless Division, Wireless
Telecommunications Bureau, DA 99-1475 (released July 29, 1999).
"FCC Re-Auction" shall mean the auction (Auction No. 35) by the FCC of 422
Licenses for broadband PCS spectrum covering 195 BTAs and consisting of 312 C
block 10 MHz licenses, 43 C block 15 MHz licenses and 67 F block 10 MHz licenses
scheduled for December 12, 2000.
"Governmental Authority" shall mean a Federal, state or local court,
legislature, governmental agency, commission or regulatory or administrative
authority or instrumentality.
"Law" shall mean 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.
"License" shall mean a license, permit, certificate of authority, waiver,
approval, certificate of public convenience and necessity, registration or other
authorization, consent or clearance to construct or operate a facility,
including any emissions, discharges or releases therefrom, or to transact an
activity or business, to construct a tower or to use an asset or process, in
each case issued or granted by a Governmental Authority.
"Logix Communications" shall mean Logix Communications Enterprises, Inc.,
an Oklahoma corporation.
"MSA" shall mean a Metropolitan Statistical Area, comprised of one or more
counties in the Unites States, as listed in Public Notice Report No. CL-92-40,
"Common Carrier Public Mobile Services Information, Cellular MSA/RSA Markets and
Counties," dated January 24, 1992. DA 92-109.
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"MTA" shall mean a geographic area established by the Rand XxXxxxx 1992
Commercial Atlas & Marketing Guide, 123rd Edition, as modified by the FCC to
form the initial geographic area of license for the A and B blocks of broadband
PCS spectrum as defined in Section 24.202 of the FCC's rules.
"Offer" shall have the meaning set forth in Section 2.1(b).
"Operating Agreement" shall mean an agreement between the Company and/or
one or more of its Subsidiaries and AWS and/or one or more of its Subsidiaries
which provides for the use by AWS and/or its Subsidiaries of one or more of the
Auctioned PCS Systems built and operated by the Company or one of its
Subsidiaries, including pricing terms, quality standards, interoperability
requirements pertaining to the compatibility of the network with AWS' networks
and other customary provisions.
"PCS System" shall mean a mobile communication system constructed and
operated in a BTA or a MTA (or any successor territorial designations or
subdivision thereof authorized by the FCC) exclusively using the 1850 MHZ to
1910 MHZ and 1930 MHZ to 1990 MHZ frequencies, or portions thereof, pursuant to
a License therefor issued by the FCC.
"PCS System Stock" shall have the meaning set forth in Section 2.1(a).
"PCS Territory" shall mean an MTA or BTA in which the Company or any of its
Subsidiaries has been granted a License to operate a PCS System by the FCC.
"Person" shall mean an individual, corporation, partnership, limited
liability company, association, joint stock company, Governmental Authority,
business trust or other legal entity.
"Preferred Stock" shall have the meaning set forth in the Recitals.
"Purchase Agreement" shall have the meaning set forth in the Recitals.
"RSA" shall mean a Rural Statistical Area, comprised of one or more
counties in the United States, as listed in Public Notice Report No. CL-92-40,
"Common Carrier Public Mobile Services Information, Cellular MSA/RSA Markets and
Counties," dated January 24, 1992, DA 92-109.
"Series AA Preferred" shall have the meaning given such term in the
Purchase Agreement.
"Subject PCS System Assets" shall have the meaning set forth in Section
2.1(a).
"Subsidiary" shall mean, with respect to any Person, any corporation,
partnership, association or other business entity of which (i) if a corporation,
a majority of the total voting power of shares of stock entitled (without regard
to the occurrence of any contingency) to vote
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in the election of directors, managers or trustees thereof is at the time owned
or controlled, directly or indirectly, by that Person or one or more of the
other Subsidiaries of that Person or a combination thereof, or (ii) if a
partnership, association, limited liability company or other business entity, a
majority of the partnership, membership or other similar ownership interest
thereof is at the time owned or controlled, directly or indirectly, by any
Person or one or more Subsidiaries of that Person or a combination thereof. For
purposes hereof, a Person or Persons shall be deemed to have a majority
ownership interest in a partnership, limited liability company, association or
other business entity if such Person or Persons shall be allocated a majority of
partnership, limited liability company, association or other business entity
gains or losses or shall be or control the managing general partner of such
partnership, management board of the limited liability company, or the
comparable governing body of such association or other business entity.
"Transfer" shall mean, with respect to any Auctioned PCS License, the sale,
transfer, assignment or disposition of such Auctioned PCS License and any other
change in control (as determined under the FCC's rules) of such Auctioned PCS
License. A Transfer shall not include the pledge of, or the granting of a lien
or other encumbrance in, the equity securities of the owner of the applicable
Auctioned PCS License.
"Transferee" shall have the meaning set forth in Section 2.1(b).
"Transferor" shall have the meaning set forth in Section 2.1(b).
1.2 Other Definitional Provisions. Each definition or pronoun herein shall
be deemed to refer to the singular, plural, masculine, feminine or neuter as the
context requires. Words such as "herein," "hereinafter," "hereof," "hereto" and
"hereunder" refer to this Agreement as a whole, unless the context otherwise
requires. References to a document or agreement shall be to such document or
agreement, as the same may be amended, supplemented or otherwise modified from
time to time.
ARTICLE 2.
2.1 Right of First Offer.
(a) If the Company or any of its Subsidiaries proposes to Transfer (i) any
one or more of the Auctioned PCS Licenses (or any portion thereof) either
separately or together with the assets used to operate the applicable Auctioned
PCS Systems (collectively, the "Subject PCS System Assets") to a Person that is
not the Company or one of its wholly-owned Subsidiaries or (ii) the capital
stock or equity securities of a Subsidiary which directly or indirectly owns
Subject PCS System Assets to a Person that is not the Company or a wholly-owned
Subsidiary of the Company (the "PCS System Stock"), it shall offer in writing to
sell to AWS the Subject PCS System Assets or PCS System Stock, as the case may
be, on the terms and conditions set forth in this Section 2.1.
(b) The Person intending to Transfer the Subject PCS System Assets or the
PCS System Stock, as the case may be, pursuant to this Section 2.1 (the
"Transferor") shall, prior to
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entering into any commitment or agreement in respect thereof, offer in writing
(the "Offer") to sell the Subject PCS System Assets or the PCS System Stock, as
the case may be, to AWS for cash, which Offer shall specify the price for the
Subject PCS System Assets or the PCS System Stock, as the case may be, and the
contractual terms and conditions of the proposed Transfer. If AWS wishes to
accept the Offer, it shall give notice in writing of its acceptance to the
Transferor (the "Acceptance Notice") within 30 days following the date of
receipt of the Offer (the "Expiration Date") and AWS shall file the appropriate
application for the FCC's consent to the assignment or change in control within
14 days after giving the Acceptance Notice (the "Filing Period") provided that
the Company shall reasonably cooperate with AWS in connection with the
preparation of such application, and AWS or its designee (the "AWS Transferee")
shall purchase the Subject PCS System Assets or the PCS System Stock, as the
case may be, on the terms set forth in the Offer within 90 days after giving the
Acceptance Notice or such longer period not to exceed 180 days from the giving
of the Acceptance Notice to the Transferor as is needed to obtain FCC approval
(such longer period, the "Extended Period"). Absent the giving of the Acceptance
Notice by the Expiration Date or the filing for FCC approval by the expiration
of the Filing Period, or if the closing of the purchase of the Subject PCS
System Assets or the PCS System Stock, as the case may be, does not take place
within the required 90-day period or the Extended Period, as the case may be,
the Transferor shall be free to Transfer the Subject PCS System Assets or the
PCS System Stock, as the case may be, to any Person (a "Transferee") for a
period of 240 days following the Expiration Date; provided, however, that the
purchase price must not be less than, and the other terms and conditions upon
which the Transferee purchases the Subject PCS System Assets or the PCS System
Stock, as the case may be, must be no more favorable in the aggregate to the
Transferee than the purchase price and other material terms and conditions set
forth in the Offer; provided, further, however, that the purchase price payable
by the Transferee does not have to be payable in cash. If the Subject PCS System
Assets or the PCS System Stock, as the case may be, are not sold pursuant to the
provisions of this Section 2.1(b) within such 240-day period, AWS's right of
first offer shall revive. In the event the AWS Transferee is a Person other than
AWS, all obligations of the AWS Transferee shall be unconditionally guaranteed
by AWS. In the event the AWS Transferee defaults in its obligation to purchase
the Subject PCS System Assets or the PCS System Stock, as the case may be, the
Subject PCS System Assets or the PCS System Stock, as the case may be, that were
subject to the Offer shall no longer be subject to the provisions of Section
2.1.
(c) Notwithstanding anything to the contrary set forth in this Agreement,
the provisions of this Section 2.1 shall not apply to (i) any Transfer by the
Company of all or substantially all of the Company's assets (whether by merger,
consolidation, sale of securities or otherwise), (ii) any Transfer by the
Company and/or its Subsidiaries of any Subject PCS System Assets or PCS System
Stock, as the case may be, which, if the AWS Transferee purchased such Subject
PCS System Assets or PCS System Stock, as the case may be, pursuant to this
Section 2.1, would result in an FCC Conflict which may not be cured by such AWS
Transferee within a reasonable period of time following its election to purchase
the Subject PCS System Assets or PCS System Stock but in no event longer than
the Extended Period or (iii) any Transfer by the Company and/or its Subsidiaries
of any Subject PCS System Assets or PCS System Stock, as the case may be, in
which the Subject PCS System Assets or, in the case of a Transfer of PCS System
Stock, the Auctioned PCS Licenses and/or Auctioned PCS Systems owned directly or
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indirectly by the Subsidiary of the Company whose PCS System Stock is being
Transferred, are not subject to any Operating Agreement.
ARTICLE 3.
Miscellaneous.
3.1 Notices. All notices or other communications hereunder shall be in
writing and shall be given (and shall be deemed to have been duly given upon
receipt) by delivery in person, by facsimile transmission, or by registered or
certified mail (return receipt requested), postage prepaid, with an
acknowledgment of receipt signed by the addressee or an authorized
representative thereof, addressed as follows (or to such other address for a
party as shall be specified by like notice; provided that notice of a change of
address shall be effective only upon receipt thereof:
If to AWS, to:
AT&T Wireless Services, Inc.
0000 000xx Xxx., X.X.
Xxxxxxx, XX 00000
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
Attention: Xxxxxx Xxxxxx
With a copy to:
Xxxxxxxx Xxxxxx & Xxxxxx, LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxx, Esq.
If to the Company, to it:
Xxxxxx Communications Corporation
00000 X. Xxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxxxxxxx Xxxx, XX 00000
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
Attention: Xxxxxxx X. Xxxxxx, President
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With a copy to the Company at the same address to:
Attention: Xxxxxx X. Xxxxxx, Senior Corporate Counsel
Facsimile: (000) 000-0000
Telephone: (000) 000-0000
With a further copy to:
Xxxxxxx & Xxxxxx, LLP
0000 XxxxXxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xxxxx X. Xxxxxxx, Esq.
3.2 Entire Agreement; Amendments; Consents.
(a) This Agreement constitutes the entire agreement among the parties with
respect to the subject matter hereof and supersedes all other prior agreements
and understandings, both written and oral, among the parties or any of them with
respect to the subject matter hereof.
(b) No change or modification of this Agreement shall be valid, binding or
enforceable unless the same shall be in writing and signed by the Company and
AWS.
3.3 Termination.
This Agreement shall terminate on the earlier of (x) as to any Subject PCS
System Assets or PCS System Stock, upon the Transfer of such Subject PCS System
Assets or PCS System Stock, as the case may be, in accordance with the
provisions of this Agreement, (y) the date on which the parties hereto consent
in writing to such termination, and (z) the date on which the Company and/or its
Subsidiaries and AWS and/or its Subsidiaries are not parties to an Operating
Agreement covering any of the Auctioned PCS Systems; provided, that (i) the
termination of this Agreement shall not impair any rights or obligations of
either party hereto arising prior to the time of termination, or which may arise
by an event causing the termination of this Agreement and (ii) the provisions of
this Article 3 shall survive any termination of this Agreement.
3.4 Waiver. No failure or delay on the part of any party hereto in
exercising any right, power or privilege hereunder, nor any course of dealing
between the Company and AWS shall operate as a waiver thereof nor shall any
single or partial exercise of any right, power or privilege hereunder preclude
the simultaneous or later exercise of any other right, power or privilege. The
rights and remedies herein expressly provided are cumulative and not exclusive
of any rights and remedies which any party hereto would otherwise have. No
notice to or demand on the Company in any case shall entitle the Company to any
other or further notice or demand in similar or other circumstances or
constitute a waiver of the rights of AWS or any of them to take any other or
further action in any circumstances without notice or demand.
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3.5 Governing Law. This Agreement shall be governed and construed in
accordance with the law of the State of New York without reference to the
conflicts of law principles thereof.
3.6 Dispute Resolution; Waiver of Jury Trial.
(a) The parties shall use and strictly adhere to the following dispute
resolution processes, except as otherwise expressly provided in this Section
3.6, to resolve any and all disputes, controversies or claims, whether based on
contract, tort, statute, fraud, misrepresentation or any other legal or
equitable theory (hereinafter, "Dispute(s)"), arising out of or relating to this
Agreement (and any prior agreement this Agreement supersedes), including without
limitation, its making, termination, non-renewal, its alleged breach and the
subject matter of this Agreement (e.g., products or services furnished hereunder
or those related to those furnished):
(b) The parties shall first attempt to settle each Dispute through good
faith negotiations. The aggrieved party shall initiate such negotiations by
giving the other party(ies) written notice of the existence and nature of the
Dispute. The other party(ies) shall in a writing to the aggrieved party
acknowledge such notice of Dispute within ten (10) business days. Such
acknowledgment may also set forth any Dispute that the acknowledging party
desires to have resolved in accordance with this Section.
(c) Thereafter, if any Dispute is not resolved by the parties through
negotiation within thirty (30) calendar days of the date of the notice of
acknowledgment, either party may terminate informal negotiations with respect to
that Dispute and have the right, by delivery of written notice thereof (the
"Arbitration Notice") to the other party, to submit the matter to be finally
settled by arbitration in accordance with the Commercial Arbitration Rules then
in effect of the American Arbitration Association, as modified herein (the "AAA
Rules"). The place of arbitration shall be Oklahoma City, Oklahoma. All matters
so submitted to arbitration shall be settled by three arbitrators. The disputing
party and the Company shall each designate one arbitrator within 20 days of the
delivery of the Arbitration Notice. If either the disputing party or the Company
fails so to timely designate an arbitrator, the matter shall be resolved by the
one arbitrator timely designated. The disputing party and the Company shall
cause the designated arbitrators to mutually agree upon and to designate a third
arbitrator, provided, however, that failing such agreement within 45 days of
delivery of the Arbitration Notice, the third arbitrator shall be appointed in
accordance with the AAA Rules. The disputing party and the Company, shall be
responsible for the payment of the fees and expenses of their respectively
designated arbitrators and shall bear equally the fees and expenses of the third
arbitrator. The disputing party and the Company, shall cause the arbitrators to
decide the matter to be arbitrated pursuant hereto within 60 days after the
appointment of the last arbitrator. The arbitral tribunal is not empowered to
award damages in excess of compensatory damages and each party hereby
irrevocably waives any right to recover punitive, exemplary or similar damages
with respect to any Dispute. The final decision of the majority of the
arbitrators shall be furnished to the disputing party and the Company and AWS in
writing and shall constitute a conclusive determination of the matter in
question, binding upon the Company and AWS and shall not be
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contested by any of them. Such decision may be used in a court of law only for
the purpose of seeking enforcement of the arbitrators' award. Any arbitration
proceeding, decision or award rendered hereunder and the validity, effect and
interpretation of this arbitration agreement shall be governed by the Federal
Arbitration Act, 9 U.S.C. ss.ss.1-16, and judgment upon any award may be entered
in any court of competent jurisdiction.
(d) EACH OF THE PARTIES HERETO, AFTER CONSULTING WITH COUNSEL WAIVE THEIR
RIGHTS, IF ANY, TO JURY TRIAL IN RESPECT TO ANY DISPUTE OR CLAIMS BETWEEN OR
AMONG THE PARTIES TO THIS AGREEMENT RELATING TO OR IN RESPECT OF THIS AGREEMENT,
ITS NEGOTIATION, EXECUTION, PERFORMANCE, SUBJECT MATTER, OR ANY COURSE OF
CONDUCT OR DEALING OR ACTIONS UNDER OR IN RESPECT OF THIS AGREEMENT, INCLUDING,
WITHOUT LIMITATION ANY CLAIM UNDER THE SECURITIES ACT, THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED, ANY OTHER STATE OR FEDERAL LAW RELATING TO SECURITIES
OR FRAUD OR BOTH, THE RACKETEER INFLUENCED AND CORRUPT ORGANIZATIONS ACT, AS
AMENDED, OR FEDERAL OR STATE COMMON LAW.
3.7 Benefit and Binding Effect; Severability. This Agreement shall be
binding upon and shall inure to the benefit of the Company, its successors and
assigns, and AWS and its successors. This Agreement shall not be assignable by
AWS in whole or in part without the prior written consent of the Company. If any
term or other provision of this Agreement is invalid, illegal or incapable of
being enforced by any law or public policy, all other terms and provisions of
this Agreement shall nevertheless remain in full force and effect. Upon such
determination that any term or other provision is invalid, illegal or incapable
of being enforced, the parties hereto affected by such determination in any
material respect shall negotiate in good faith to modify this Agreement so as to
effect the original intent of the parties as closely as possible in an
acceptable manner in order that the provisions hereof are given effect as
originally contemplated to the greatest extent possible.
3.8 FCC and Regulatory Approvals. Notwithstanding anything contained in
this Agreement to the contrary, no transaction or action contemplated herein
shall be consummated and no interests or rights Transferred prior to receiving
FCC approvals with respect thereto to the extent such FCC approvals are
necessary.
3.9 Attorneys' Fees. In any action or proceeding brought to enforce any
provision of this Agreement, or where any provision hereof is validly asserted
as a defense, the successful party shall be entitled to recover reasonable
attorneys' fees in addition to any other available remedy.
3.10 Headings. The captions in this Agreement are for convenience only and
shall not be considered a part of or affect the construction or interpretation
of any provision of this Agreement.
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3.11 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
3.12 Effective Date. This Agreement shall be effective on the date of the
closing of the purchase of the Preferred Stock by AWS pursuant to the Purchase
Agreement.
3.13 Specific Performance. Notwithstanding the terms of Section 3.6 hereof,
the parties acknowledge that money damages may not be an adequate remedy for
violations of this Agreement and that any party may, in its sole discretion, in
any court of competent jurisdiction, apply for specific performance or
injunctive or other relief as such court may deem just and proper in order to
enforce this Agreement or to prevent violation hereof and, to the extent
permitted by applicable law, each party waives any objection to the imposition
of such relief.
[The rest of this page is left blank intentionally.]
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IN WITNESS WHEREOF, each of the parties has executed or caused this
Agreement to be executed by its duly authorized officers as of the date first
written above.
AT&T WIRELESS SERVICES, INC.
By:_____________________________________________
Name:
Title:
XXXXXX COMMUNICATIONS CORPORATION
By:_____________________________________________
Name:
Title:
[SIGNATURE PAGE TO PCS TRANSFER RIGHTS AGREEMENT]
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