[AT&T letterhead]
Exhibit 10.3
February 28, 2000
TeleCorp PCS, Inc.
0000 Xxxxx Xxxxx Xxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxx 00000
Attn: Xxxxxx X. Xxxxxxxx
Reference is made to that certain Agreement and Plan of Reorganization
and Contribution dated February 28, 2000 (the "Merger Agreement") by and among
TeleCorp PCS, Inc. ("TeleCorp"), Tritel, Inc. and AT&T Wireless Services, Inc.
("AT&T"). Capitalized terms used but not defined in this Letter Agreement shall
have the meaning ascribed to them in the Merger Agreement.
In the event that AT&T is unable to deliver or cause the delivery of
the Indus Assets, and AT&T neither delivers or causes to be delivered to the
Holding Company Replacement Assets, in lieu of terminating the Contribution
pursuant to Section 1.14(d)(ii) of the Merger Agreement, TeleCorp shall have the
option, exercisable by notice given within five days after receipt of the
Non-Replacement Notice, to elect to have AT&T's 10 MHz license for the Milwaukee
BTA constitute Replacement Assets, and to accept delivery of that license in
lieu of, and in full satisfaction of, AT&T's obligation to deliver the Indus
Assets.
This letter Agreement shall terminate upon the earlier of notice by
TeleCorp to AT&T of its election to terminate this Letter Agreement, the Indus
Closing or the Closing.
AT&T WIRELESS SERVICES, INC.
By:
-------------------------
Accepted and Agreed
as of February 28, 2000
TELECORP PCS, INC.
By:
-------------------------
Xxxxxx X. Xxxxxxxx
