Exhibit 10.55
February 28, 2000
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c/▇ ▇▇▇▇▇▇, Inc.
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Dear ▇▇. ▇▇▇▇▇▇:
Reference is made to that certain agreement and plan of reorganization and
contribution by and among TeleCorp PCS, Inc. ("TeleCorp"), Tritel, Inc.
("Tritel"), and AT&T Wireless Services, Inc., dated as of February 28, 2000 (the
"Reorganization Agreement"). Capitalized words and phrases used and not defined
herein shall have the meanings ascribed to them in the Reorganization Agreement.
In the event that either ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇, separately or
together, in one or a series of transactions, shall engage in a Control Transfer
Transaction (as herein defined), you shall be entitled to receive from Tritel as
additional Tritel Merger Consideration in the Second Merger for your shares of
Tritel Voting Preference Stock, par value $0.01 per share, an amount of funds
(the source of which shall be Tritel and not TeleCorp or the Holding Company)
equal to 50% of the sum of (i) the amount by which the consideration received by
▇▇▇▇▇▇ ▇▇▇▇▇ in the Control Transfer Transaction exceeds the sum of (x)
$10,000,000 and (y) interest on $10,000,000 calculated from the Closing through
the effective date of the Control Transfer Transaction calculated at the yield
reported by The Wall Street Journal for 30-day United States Government Treasury
Securities on the date of the Closing (the "Applicable Rate") and (ii) the
amount by which the consideration received by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in the Control
Transfer Transaction exceeds the sum of (w) $10,000,000 and (z) interest on
$10,000,000 calculated from the Closing through the effective date of the
Control Transfer Transaction calculated at the Applicable Rate (the sum of the
amounts specified in (i) and (ii) being the "Control Appreciation Amount").
Consideration in a Control Transfer Transaction shall include cash, securities,
licenses and other intangible rights, forgiveness of indebtedness and any
payments to third parties for the benefit of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇;
it being understood that consideration received by either ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or
▇▇▇▇▇▇ ▇▇▇▇▇ for shares of Holding Company Capital Stock other than Voting
Preference Stock sold by them to a third party contemporaneously with a Control
Transfer Transaction shall not be attributed to consideration received in the
Control Transfer Transaction. In the event any portion of the consideration
directly or indirectly received by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇ ▇▇▇▇▇ in the
Control Transfer Transaction consists of securities, assets or intangible
rights, such portion of the consideration
shall be valued at the fair market value thereof as of the effective date of the
Control Transfer Transaction. Tritel shall provide you with notice that an
agreement involving a Control Transfer Transaction has been entered into by
itself and/or either or both of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ promptly after
it becomes aware of such agreement and Tritel shall, or in the event Tritel is
not a party to the Agreement, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and/or ▇▇▇▇▇▇ ▇▇▇▇▇ shall, deliver
to you fully executed copies of such agreement(s) within two Business Days of
the date of such agreement(s). Tritel shall pay the Control Appreciation Amount
in immediately available funds on the date on which the Control Transfer
Transaction becomes effective.
Neither the Holding Company nor any of its subsidiaries shall claim on any
income tax return a deduction for any amounts payable under this letter
agreement, except to the extent that a court of competent jurisdiction reaches a
final determination, or you agree with any relevant taxing authority, that any
such amounts constitute compensation to you.
TeleCorp and Tritel shall cause the Holding Company to execute an
acknowledgement of Tritel's obligations under this Agreement and the Holding
Company's obligation under the immediately preceding paragraph reasonably
satisfactory to you no later than the Closing under the Reorganization
Agreement.
As used herein, a "Control Transfer Transaction" means any one or a series
of transactions as a result of which the voting power of Voting Preference Stock
representing in excess of 50% of the voting power of all then outstanding shares
of Holding Company Capital Stock entitled to vote generally in the election of
directors is directly or indirectly sold, transferred, assigned, exchanged or
converted including, without limitation, (i) by a sale, transfer or exchange of
the record or beneficial ownership of Voting Preference Stock, (ii) by any
merger, consolidation, recapitalization or restructuring involving the Holding
Company, (iii) by the execution and delivery of a voting, trust or custody
agreement or the deposit of Voting Preference Stock into a trust or similar
arrangement or (iv) through any other arrangement or understanding as a result
of which a third party acquires the power to vote such Voting Preference Stock,
irrespective of whether record or beneficial ownership has been transferred.
All notices and other communications which are required or may be given
under this letter agreement shall be in writing and shall be deemed to have been
duly given if delivered personally, if telecopied or mailed, first class mail,
postage prepaid, return receipt requested, or by overnight courier as follows:
If to Tritel: Tritel, Inc.
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If to ▇.▇. ▇▇▇▇▇▇: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇.
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Kindly acknowledge your agreement to the foregoing by executing this letter
where indicated below, whereupon this letter agreement shall constitute a valid
and binding agreement of the parties hereto.
Very truly yours,
TELECORP PCS, INC.
By_________________________
Name:
Title:
TRITEL, INC.
By_________________________
Name:
Title:
Agreed to as of the date first With respect to the fourth sentence
written above of the second paragraph only:
_______________________________ ___________________________________
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___________________________________
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