Exhibit 10.35
October 20, 2000
AT&T Wireless Services, Inc.
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Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Re: Birmingham/Tuscaloosa 10 MHz Licenses
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Dear ▇▇▇:
As you know, we are purchasing a 10 MHz PCS license for the Birmingham,
Alabama BTA and a 10 MHz PCS license for the Tuscaloosa, Alabama BTA (such
licenses collectively hereinafter, the "Licenses"), along with related
infrastructure and related assets (the "Excluded Assets"), all from Alltel
Corporation. In connection with such purchase, we hereby agree as follows:
(1) For a period of eighteen (18) months after the closing of the purchase
of the Licenses by us from Alltel, we will have the right, by providing written
notice within such eighteen (18) month period to AT&T Wireless Services, Inc.
("AWS"), to cause AWS to purchase the Licenses from us for cash in the amount of
Fifty Million Dollars ($50,000,000.00) (the "Put Right"). AWS agrees that upon
any such notice exercising the Put Right, within ten business days, AWS will
close such purchase and sale at which AWS will purchase the Licenses from us,
excluding the Excluded Assets, by wire transfer of Fifty Million Dollars
($50,000,000.00) in immediately available funds, and we will execute and deliver
to AWS a bill of sale, assignment and assumption agreement transferring and
assigning to AWS all of our right, title and interest in the Licenses and all
obligations and duties attendant thereto, all of which obligations and duties
will be assumed by AWS.
(2) For a period of eighteen (18) months after the closing of the purchase
of the licenses by us from Alltel, and subject to our right to elect not to
accept the exercise of such a Call Right as specified below, AWS will have the
right, by providing written notice to us within such eighteen (18) month period,
to cause us to sell the Licenses to AWS for cash in the amount of Fifty Million
Dollars ($50,000,000.00) (the "Call Right"). We agree that upon any such
notice, we will provide a responsive notice to AWS within ten (10) business days
electing either to accept the exercise of such Call Right and close the purchase
and sale of the Licenses or rather electing to terminate all Put Rights and Call
Rights herein, whereupon this letter agreement will become null and void and we
shall retain the Licenses. At the closing of a purchase and sale under this
paragraph, we will sell to AWS the Licenses, excluding the Excluded Assets, by
delivery of a bill of sale, assignment and assumption agreement against payment
of Fifty Million Dollars ($50,000,000.00), all in the same manner as provided
for in the previous paragraph. Notwithstanding the foregoing, in the event that
there is an acquisition by a competitor of AWS of all of the voting preference
common stock of Tritel, Inc. in a transaction not approved by AWS, other than
the transaction presently pending with TeleCorp PCS, Inc., or after the closing
of such transaction, of the holding company being established in such
transaction (a "Change of Control"), then our right to elect not to accept the
exercise of AWS's Call Right shall be suspended during the period commencing
with the signing of a definitive agreement for such Change of Control, and shall
be reinstated if such Change of Control does not close or shall expire upon the
closing of such Change of Control; provided that AWS's Call Right shall be
suspended at any time that our right to elect not to accept the exercise of such
Call Right is suspended pursuant to the foregoing provision.
(3) The closing of the purchase and sale of the licenses under either of
the foregoing paragraphs (1) or (2) shall be delayed only as long as necessary
to obtain any necessary regulatory approvals under the ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
Antitrust Improvements Act of 1976 and the Communications Act of 1934, as
amended by the Telecommunications Act of 1996, and the rules and regulations
thereunder, provided that in the case of any necessary FCC approval, the closing
shall be within ten business days of the initial FCC approval without awaiting a
final order. Each party agrees to use its best efforts to obtain any such
necessary regulatory approvals and to comply with all requests for information
and documentation in connection therewith.
(4) We may terminate this letter agreement at any time prior to a Change
of Control by written notice from us to AWS, which termination will be effective
upon such notice; provided that our right to terminate shall be suspended during
the period commencing with the signing of a definitive agreement for such Change
of Control, and shall be reinstated if such Change of Control does not close or
shall expire upon the closing of such Change of Control.
(5) Each party will execute and deliver such further documents and take
such further actions as the other party may reasonably request consistent with
the provisions hereof in order to effect the intent and purposes of this letter
agreement.
(6) All notices or other communications hereunder shall be in writing and
shall be deemed to have been duly given or make (i) upon delivery if delivered
personally (by courier service or otherwise) or (ii) upon confirmation of
dispatch if sent by facsimile transmission (which confirmation shall be
sufficient if shown by evidence produced by the facsimile machine used for such
transmission), in each case to the applicable addresses set forth below (or such
other address as the recipient may specify in accordance with this Paragraph):
If to us,
Tritel, Inc.
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Fax: (▇▇▇) ▇▇▇-▇▇▇▇
With a necessary copy to:
Telecorp PCS, Inc.
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If to AWS, at:
AT&T Wireless Services, Inc.
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(7) This Agreement shall be governed by and construed in accordance with
the internal laws of the Commonwealth of Virginia, without regard to principles
of conflicts of law.
(8) This Agreement may be executed in counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute one
instrument.
(9) AWS acknowledges and agrees that we are relying on AWS's compliance
with this letter agreement in closing the purchase of the Licenses and Excluded
Assets from Alltel.
Please sign below and return a copy to the undersigned to indicate your
agreement with the foregoing.
Sincerely,
TRITEL, INC.
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇
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Chairman
Accepted and Agreed:
AT&T Wireless Services, Inc.
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Vice President
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