ACC Acquisition LLC
c/▇ ▇▇▇▇▇▇ Communications Corporation
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January 31, 2000
▇▇▇▇▇▇ Cellular Systems, Inc.
c/▇ ▇▇▇▇▇▇ Communications Corporation
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▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: Management Agreement of even date herewith
between ▇▇▇▇▇▇ Cellular Systems, Inc. ("Manager")
and ACC Acquisition LLC (the "Company")
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Ladies and Gentlemen:
With reference to the above-captioned Management Agreement, the parties
to this letter agreement will cooperate in good faith to reach agreement on the
terms of Exhibits 3(c), 4(b)(i), 4(b)(ii) and 5(e) to the Management Agreement,
and they agree further that, notwithstanding anything in the Management
Agreement to the contrary, Manager will not integrate the administration or
operation of the Company's Cellular Systems with the Cellular Systems of Manager
or any other Person unless and until the Company receives, and the Management
Committee (excluding the Representatives appointed by DCC) approves in its sole
discretion, the terms of such Exhibits and such integration. Capitalized terms
used herein without definition have the meanings set forth in the LLC Agreement.
This letter agreement (i) contains the entire agreement among the
parties hereto as to the subject matter set forth herein, anything to the
contrary in the Management Agreement notwithstanding, (ii) shall be governed by,
and construed in accordance with, the laws of the State of New York, without
giving effect to New York's conflict of law rules, and (iii) may be executed in
any number of counterparts, all of which when taken together shall constitute
one and the same instrument and any of the parties hereto may execute this
letter agreement by signing any such counterpart.
Please confirm your agreement with the foregoing by signing below and
returning one originally executed copy of this letter to the undersigned.
Very truly yours,
ACC ACQUISITION LLC
By: AT&T Wireless Services JV Co.
By:
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Name:
Title:
By: ▇▇▇▇▇▇ ▇▇ Company
By:
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Name:
Title:
Accepted and agreed to by:
▇▇▇▇▇▇ CELLULAR SYSTEMS, INC.
By:
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Name:
Title:
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