Exhibit 10.36
ASSIGNMENT OF AGREEMENT
THIS ASSIGNMENT OF AGREEMENT, made and entered into as of the 5TH day of
January, 2001, by and among Tritel, Inc., a Delaware corporation ("Tritel") and
Tritel License - Alabama, Inc., a Delaware corporation ("Tritel-Alabama").
W I T N E S S E T H :
WHEREAS, Tritel has purchased certain PCS licenses (the "ALLTEL Licenses")
from ALLTEL Communications, Inc., pursuant to the terms of that certain Asset
Purchase Agreement, dated as of October 23, 2000 (the "APA");
WHEREAS, prior to entering into the APA, Tritel entered into a letter
agreement with AT&T Wireless Services, Inc., dated October 20, 2000 (the "Letter
Agreement"), pursuant to which AT&T agreed that Tritel would have the right for
eighteen (18) months following the purchase of the ALLTEL Licenses to cause AWS
to purchase the ALLTEL Licenses from Tritel and that, subject to certain
restrictions, during that same period, AWS would have the right to cause Tritel
to sell the ALLTEL Licenses to AWS;
WHEREAS, Tritel has transferred the ALLTEL Licenses to Tritel-Alabama; and
WHEREAS, Tritel wishes to assign its rights and obligations under the
Letter Agreement to Tritel-Alabama, the entity holding the ALLTEL Licenses, and
AWS has consented to such assignment.
NOW, THEREFORE, in consideration of the mutual agreements contained and
other valuable and good consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
1. Assignment of Lease: Effective as of 12:01 a.m. on the date hereof,
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(the "Assignment Date") Tritel does hereby assign, transfer and convey to
Tritel-Alabama all of Tritel's right, title and interest in and to the Letter
Agreement. Tritel-Alabama accepts, assumes and agrees to be bound by and
perform all covenants, conditions, obligations and duties of Tritel under the
Letter Agreement.
2. Notices Effective on the Assignment Date: As of the Assignment Date,
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all notices required under the Letter Agreement to be given to Tritel shall be
sent to Tritel-Alabama at:
Tritel License-Alabama, Inc.
c/o Tritel Communications, Inc.
000 X. Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxxx 00000
Attn: Xxxxx X. Xxxxx, XX
Fax: (000) 000-0000
With a copy to
TeleCorp Communications, Inc.
0000 Xxxxx Xxxxx Xxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxxx
Fax: (000) 000-0000
3. This Assignment shall be governed by and construed in accordance with
the internal laws of the Commonwealth of Virginia, without regard to principles
of conflicts of law.
4. This Assignment may be executed in counterparts, each of which shall
be deemed to be an original, but all of which together shall constitute one
instrument.
TRITEL, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Name:
Title:
TRITEL LICENSE - ALABAMA, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
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Name:
Title:
AT&T Wireless Services, Inc. hereby consents to Tritel's assignment of its
rights and obligations under the Letter Agreement to Tritel-Alabama.
AT&T WIRELESS SERVICES, INC.
By: /s/ Xxxxxx Xxxxxx
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Its:____________________
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