Exhibit 10.9
February 14, 2001
AT&T Wireless Services, Inc.
0000 000xx Xxxxxx, XX
Xxxxxxx, XX 00000
Attn: Xxxxxxx Xxxxx
Re: Termination of Equity Purchase Agreement and Put Rights Agreement
Ladies and Gentlemen:
Reference is made to that certain Equity Purchase Agreement (for TeleCorp
Shares), dated as of December 22, 2000 (the "Equity Purchase Agreement"), among
Xxxxxx X. Xxxxx ("Vento"), Xxxxxx X. Xxxxxxxx ("Xxxxxxxx") and AT&T Wireless
Services, Inc. ("AT&T Wireless") and that certain Put Rights Agreement, dated as
of December 22, 2000, among AT&T Wireless, Vento and Xxxxxxxx (the "Put
Agreement").
In consideration of the mutual premises and covenants set forth herein,
AT&T Wireless, Vento and Xxxxxxxx intending to be and being legally bound, agree
as follows:
1. Termination of the Equity Purchase Agreement. The Equity Purchase
Agreement is hereby terminated and shall no longer be of any force or effect.
None of the parties hereto shall have any further obligations under the Equity
Purchase Agreement or as a result of its termination.
2. Termination of the Put Agreement. The Put Agreement is hereby
terminated and shall no longer be of any force or effect. None of the parties
hereto shall have any further obligations under the Put Agreement or as a result
of its termination.
3. Release of Vento and Xxxxxxxx by AT&T Wireless. AT&T Wireless hereby
discharges and releases each of Vento and Xxxxxxxx from any and all claims and
causes of action that AT&T Wireless may have against either of Vento or Xxxxxxxx
as of the date hereof and hereafter relating to the Equity Purchase Agreement or
the Put Agreement or the termination of either.
4. Release of AT&T Wireless by Vento and Xxxxxxxx. Each of Vento and
Xxxxxxxx hereby discharges and releases AT&T Wireless and its affiliates, and
their officers, employees, directors, agents and representatives (each an "AT&T
Entity") from any and all claims and causes of action that either Vento or
Xxxxxxxx may have against AT&T Wireless or any AT&T Entity as of the date hereof
and hereafter relating to the Equity Purchase Agreement or the Put Agreement or
the termination of either.
5. Consideration. No party has received consideration for entering into
this agreement other than the mutual premises and covenants expressly set forth
herein.
If you are in agreement with the terms of this letter, please sign a copy
of the same in the space provided below and return it to the undersigned.
Very truly yours,
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Agreed and accepted as of the date hereof:
AT&T WIRELESS SERVICES, INC.
BY: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
