AMENDED AND RESTATED SUPPLEMENTAL AGREEMENT
Amended and Restated Supplemental Agreement, dated as of February 25,
2000, among AT&T Wireless Services, Inc., a Delaware corporation ("AWS"), Xxxxxx
Communications Corporation, an Oklahoma corporation ("DCC"), Xxxxxx XX Limited
Partnership and the other signatories hereto. Capitalized terms used but not
defined herein have the meanings given to such terms in the LLC Agreement
referred to below.
Whereas, AT&T Wireless Services JV Co., a Delaware corporation ("AWS
Sub") and a wholly owned subsidiary of AWS, and Xxxxxx XX Company, an Oklahoma
corporation ("DCC Sub") and a wholly owned subsidiary of DCC, are entering into
a Second Amended and Restated Limited Liability Company Agreement, dated as of
the date hereof (the "LLC Agreement"), relating to ACC Acquisition LLC, a
Delaware limited liability company (the "Company"); and
Whereas, the parties hereto entered into a Supplemental Agreement,
dated as of January 31, 2000 (the "Original Agreement"), and are entering into
this Agreement as a material inducement to the execution and delivery of the LLC
Agreement by AWS Sub and DCC Sub.
Now, therefore, in consideration of the mutual promises hereinafter set
forth, the parties hereby agree, and the Original Agreement is hereby amended
and restated in its entirety, as follows:
1. TRANSFER RESTRICTIONS. The parties hereby acknowledge the
restrictions on Transfers of Interests in the Company set forth in Article 9 of
the LLC Agreement, including but not limited to the restrictions on Indirect
Transfers set forth in Section 9.4 thereof, and agree to be bound by such
provisions to the same extent as if they had executed the LLC Agreement.
2. NOTICE OF TRANSFER. Prior to any Indirect Transfer of Interests
by a party hereto, the transferor shall, if the Specified Restrictions apply
to such Transfer pursuant to Section 9.4 of the LLC Agreement, deliver to the
other parties hereto a notice setting forth the identity of the transferee
and (if applicable) stating that such transferee is a member of the
transferor's Affiliate Group, and shall provide such other information as the
other parties hereto may reasonably request in connection with such Transfer.
Concurrently with any such Indirect Transfer, the transferor shall cause the
transferee to execute, and distribute to the other parties hereto, a
counterpart to this Agreement evidencing the transferee's agreement to be
bound hereby.
3. MISCELLANEOUS. This agreement (i) together with the LLC Agreement
contains the entire agreement among the parties hereto as to the subject matter
set forth in paragraph 1 above, (ii) shall be governed by, and construed in
accordance with, the laws of the State of Delaware, without giving effect to
Delaware'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.
[SIGNATURE PAGES TO FOLLOW]
In witness whereof, the parties have executed this Agreement as of the
date first above written.
AT&T WIRELESS SERVICES, INC.
By /s/ Xxx Xxxxx
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Name: Xxx Xxxxx
Title: Vice President
XXXXXX COMMUNICATIONS CORPORATION
By /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
Title: CEO and Chairman
XXXXXX XX LIMITED PARTNERSHIP
By RLD, Inc., Its General Partner
By /s/ Xxxxxxx Xxxxxx
-------------------------------------
Name: Xxxxxxx Xxxxxx
Title: President
RLD, Inc.
By /s/ Xxxxxxx Xxxxxx
-------------------------------------
Name: Xxxxxxx Xxxxxx
Title: President
THE XXXXXXX X. XXXXXX IRREVOCABLE
FAMILY TRUST
By /s/ Xxxxxxx Xxxxxx
-------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Trustee
THE XXXXXX X. XXXXXX IRREVOCABLE
FAMILY TRUST
By /s/ Xxxxxxx Xxxxxx
-------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Trustee
THE XXXXXX X. XXXXXX IRREVOCABLE
FAMILY TRUST
By /s/ Xxxxxxx Xxxxxx
-------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Trustee
