1
Exhibit 2.7
Western Wireless International Corporation
0000 000xx Xxxxxx X.X.
Xxxxx 000
Xxxxxxxx, XX 00000
June 29, 0000
Xxxxxxxxxx Xxxxxxx GmbH
and
EKOM Telecommunications Holding XX
Xxxxxxxxxxxxxx 0
00000 Xxxxxxxxxx, Xxxxxxx
Ladies and Gentlemen:
Reference is made to the Agreement for the Sale and Purchase of Shares in
tele.ring Telekom Service GmbH and the partnership interest in tele.ring Telekom
Service GmbH and Co. KEG (collectively referred to as "tele.ring") (the
"Agreement"). All terms used herein that are not otherwise defined herein shall
have the meanings ascribed to them in the Agreement. We shall be obligated as
follows.
1. During the period of 180 days from the Closing Date, we agree that we
shall not cease to own and/or control, directly or indirectly, at least
a majority of the issued and outstanding voting shares of tele.ring. Nor
will we, during such period sell or otherwise dispose of fixed assets of
tele.ring (except in the case of a Liquidation) if the total of such
sales or dispositions during such period represents more than 20% of the
value of such assets on the Closing Balance Sheet; provided that sale
and leaseback transactions shall not be considered sales or dispositions
of assets.
2. During the period commencing on the 181st day after the Closing Date
and ending on the 365th day after the Closing Date we agree as follows:
In the event that Purchaser sells (a) 51% of the issued voting shares of
(i) tele.ring, (ii) EHG Einkaufs- und Handels GmbH, or (iii) Western
Wireless International Austria Corporation; or (b) substantially all of
the assets of tele.ring, which sale is not combined with any other
material business or material assets owned or controlled by Western
Wireless International Corporation directly or indirectly and used in
the telecommunications business, Purchaser agrees to share equally with
Vendors the proceeds actually received by Purchaser in such sale, net of
all fees incurred on an arm's length basis and reasonable expenses
related to such sale.
2
In the event of any dispute, controversy or claim arising out of or in
connection with the arrangements embodied herein (including any schedule or
attachment hereto) or the breach, termination or validity of this document, the
parties hereto shall use all reasonable endeavours to resolve the matter on an
amicable basis. If one party serves formal written notice to the other party or
parties that a material dispute, controversy or claim of such a description has
arisen and the parties are unable to resolve the dispute within a period of
thirty (30) days from the service of such notice, then the dispute, controversy
or claim shall be referred to the respective senior executives of the parties
hereto. No recourse to arbitration by one party against the other party under
this arrangement shall take place unless and until such procedure has been
followed.
If the senior executives of the parties hereto shall have been unable to resolve
any dispute, controversy or claim referred to them within a period of ten (10)
days from referral to the senior executives, that dispute, controversy or claim
shall be referred to and finally settled by arbitration under and in accordance
with the Rules of Arbitration of the International Chamber of Commerce by three
arbitrators appointed in Switzerland. The arbitration proceedings shall be
conducted, and the award shall be rendered, in the English language.
The parties hereto hereby waive any rights of application and appeal to any
court or tribunal of competent jurisdiction (including without limitation the
courts of Germany, Austria, Switzerland, the U.S.A. and England) to the fullest
extent permitted by law in connection with any question of law arising in the
course of the arbitration or with respect to any award made except for actions
relating to enforcement of this arbitration clause or an arbitral award and
except for actions seeking interim or other provisional relief in aid of
arbitration in any court of competent jurisdiction.
To express your agreement with the terms thereof, please sign a copy of this
letter where indicated below and have such countersigned copy returned to us.
Western Wireless International Corporation
By:/s/ XXXXXXX X. XXXXXXX
----------------------------------------
Agreed to and accepted.
Mannesmann Eurokom GmbH
EKOM Telecommunications Holding AG
By:/s/ XXXXXX XXXXXXX
-------------------------------
