EXHIBIT 10.62.3
TERMINATION AGREEMENT
This Termination Agreement (the "Agreement") is entered into and is
effective as of February 28, 2000 (the Effective Date"), by and between Tritel
Management, LLC, a Mississippi limited liability company ("Manager"), and
TRITEL,INC., a Delaware corporation (the "Company"). Capitalized terms used but
not defined in this Agreement shall have the meanings given to such terms in the
Stockholders Agreement of the Company, dated as of the date hereof (the
"Stockholders Agreement").
WITNESSETH:
WHEREAS Manager and Company have previously entered into a management
agreement, dated January 7, 1999 (the "Management Agreement") by which Manager
agreed to provide management services to Company in exchange for compensation;
and
WHEREAS Company has entered into a merger agreement, dated February ___,
2000 (the "Merger Agreement") with TeleCorp PCS, Inc., a Delaware corporation,
and desires to end the management of Company's business by Manager.
NOW, THEREFORE, for and in consideration of the premises, the covenants
and agreements set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which are acknowledged by the execution and delivery
hereof, the parties agree as follows:
Section 1. Termination. As of the effective date, Company and Manager
hereby agree to terminate the Management Agreement, including, without
limitation, their respective rights, privileges and obligations relating
thereto. Company and Manager shall be relieved of all liabilities and
obligations of any type with respect to the Management Agreement.
Section 2. Entire Agreement. The Agreement, constitutes the entire
agreement and understanding between the parties hereto regarding the subject
matter addressed therein.
Section 3. Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
[THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties have set their hands effective as of
the date first written above.
COMPANY:
TRITEL, INC.
/s/ X.X. Xxxxxx, Xx.
By:____________________________
Name:
Title:
MANAGER:
TRITEL MANAGEMENT, LLC
/s/ X.X. Xxxxxx, Xx.
By:____________________________
Name:
Title:
