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Exhibit 2.2
January 31, 2001
Xxxxxx Xxx Xxxx
000 Xxxx Xxxx Xxxx
Xxxx Xxxx, Xxx Xxxx 00000
Re: Telecom International Inc.
Dear Xx. Xxx Xxxx:
Reference is made to the Agreement and Plan of Merger dated as of the
date hereof by and among you, Swift Telecommunications, Inc., Xxxx.xxx, Inc.
("Xxxx.xxx") and ML Acquisition Corp. (the "Swift Agreement"). Capitalized terms
used but not otherwise defined herein shall have the respective meanings
ascribed to such terms in the Swift Agreement. The parties hereto agree as
follows:
1. Each of the undersigned and you agree to use its or his best efforts
to consummate the acquisition of Telecom International Inc., a Delaware
corporation ("Alpha-Tel"), by Xxxx.xxx in accordance with and subject to the
terms and conditions specified in this letter and pursuant to an agreement and
plan of merger (the "Alpha-Tel Agreement") that qualifies as a tax-free
reorganization within the meaning of Section 368(a) of the Code.
2. The merger will be pursuant to an agreement and plan of merger that
is in form and substance substantially the same as the Swift Agreement, mutatis
mutandis except as provided herein. The Merger Consideration in the Alpha-Tel
Agreement shall consist of cash in the amount of US$117,646; Notes in the
aggregate principal amount of US$1,294,118; and 2,670,589 shares of Parent
Common Stock. There shall be no Contingent Payment in the Alpha-Tel Agreement.
3. Xxxxxx Xxx Xxxx agrees to vote all of the shares of Alpha-Tel
beneficially owned by him, directly or indirectly, in favor of the Alpha-Tel
Agreement (the "GAZ Shares").
5. The obligations of the parties to consummate the acquisition of
Alpha-Tel in accordance with the terms described herein is subject to the
following conditions:
(a) the execution and delivery by Xxxxxx Xxx Xxxx and Xxxx.xxx of a
definitive agreement and plan of merger in form and substance as
described herein and otherwise in form and substance mutually
satisfactory to the parties.
(b) the approval of the Alpha-Tel Agreement pursuant to a joint proxy
statement/prospectus in compliance with federal and state
securities laws by a majority of the total votes entitled to be
cast (whether or not one or more of
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such votes shall actually be cast) other than the votes entitled
to be cast in respect of the GAZ Shares (the "Minority
Shareholders").
(c) not more than 5% of the total shares held by the Minority
Shareholders shall have exercised dissenters appraisal rights, if
available, in connection with the Alpha-Tel Merger.
(d) Xxxx.xxx shall have completed its due diligence concerning
Alpha-Tel to its reasonable satisfaction.
(e) Receipt of all governmental and other third party approvals
required in order to consummate the transactions contemplated by
the Alpha-Tel Agreement.
If you are in agreement with the foregoing, kindly so indicate by
signing in the space indicated below for your signature.
Very truly yours,
Xxxx.xxx, Inc.
By s/Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: Senior Vice President
Accepted and Agreed:
January 31, 2001
s/Xxxxxx Xxx Xxxx
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Xxxxxx Xxx Xxxx
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