EXECUTION COPY
ANNEX A
OPTION AGREEMENT
OPTION AGREEMENT, dated as of October 2, 1998 (the
"Agreement"), by and between Vanguard Cellular Systems, Inc.,
a North Carolina corporation ("Issuer"), and AT&T Corp., a New
York corporation ("Grantee").
WHEREAS, Issuer and Grantee have
entered into an Agreement and Plan of Merger, dated as of the
date hereof (the "Merger Agreement"), providing for, among
other things, the merger of Issuer with and into a subsidiary
of Grantee with such subsidiary as the surviving corporation
in the Merger; and
WHEREAS, as a condition and inducement to
Grantee's willingness to enter into the Merger Agreement,
Grantee has requested that Issuer agree, and Issuer has
agreed, to grant Grantee the Option, on the terms set forth
herein; and
WHEREAS, terms not defined herein shall have the
meanings set forth in the Merger Agreement;
NOW, THEREFORE, in
consideration of the foregoing and the respective
representations, warranties, covenants and agreements set
forth herein Issuer and Grantee agree as follows:
1.Grant of Option. Subject to the terms and conditions set forth herein,
Issuer hereby grants to Grantee an irrevocable option (the "Option") to purchase
up to 7,319,000 (as adjusted as set forth herein) shares of Class A Common
Stock, par value $0.01 per share ("Issuer Common Stock"), of Issuer at a
purchase price of $23 (as adjusted as set forth herein) per Option Share (the
"Purchase Price").
2.Exercise of Option. (a) Grantee may exercise the Option, in whole or in
part, at any time and from time to time, after the occurrence of any event as a
result of which the Grantee shall be entitled to receive a termination fee
pursuant to Section 7.2(e) of the Merger Agreement in the amount of $52.5
million pursuant to part (1) or part (2) of such Section or in the amount of
$22.5 million pursuant to part (3) of such Section (a "Purchase Event");
provided, however, that except as provided in the last sentence of this Section
2(a), the Option shall terminate and be of no further force and effect upon the
earliest to occur of (A) the Effective Time, (B) 12 months and one day after the
occurrence of a termination of the Merger Agreement in accordance with Section
7.1 (d), (e), (f) or (g) and (C) a termination of the Merger Agreement in
accordance with Section 7.1(a), (b), (c) or (h) of the Merger Agreement.
Notwithstanding the termination of the Option, Grantee shall be entitled to
exercise the Option or have the Option repurchased if it has duly given notice
of its intent to exercise the Option or have the Option repurchased in
accordance with the terms hereof prior to the termination of the Option and the
termination of the Option shall not affect any rights hereunder which by their
terms do not terminate or expire prior to or as of such termination.
(b) In the event that Grantee wishes to exercise the Option, it shall
send to Issuer a written notice (the date of which being herein referred to
as the "Notice Date") to that effect which notice also specifies the total
number of shares the Grantee will purchase pursuant to such exercise and a
date not earlier than three business days nor later than 15 business days
from the Notice Date for the closing of such purchase (the "Option Closing
Date"); provided, however, that (i) if the closing of the purchase and sale
pursuant to the Option (the "Option Closing") cannot be consummated by
reason of any applicable judgment, decree, order, law or regulation
(including, without limitation, the rules and regulations of the FCC), the
period of time that otherwise would run pursuant to this sentence shall run
instead from the date on which such restriction on consummation has expired
or been terminated and (ii) without limiting the foregoing, if prior
notification to or approval of any Governmental Entity is required in
connection with such purchase or any other transaction contemplated hereby,
Grantee and Issuer shall promptly file the required notice or application
for approval and shall cooperate in the expeditious filing of such notice
or application, and, in the case of any prior notification or approval
required in connection with such purchase, the period of time that
otherwise would run pursuant to this sentence shall run instead from the
date on which, as the case may be, (A) any required notification period has
expired or been terminated or (B) any required approval has been obtained,
and in either event, any requisite waiting period has expired or been
terminated. The place of the Option Closing shall be at the offices of
Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, New York,
and the time of the Option Closing shall be 10:00 a.m. (Eastern Time) on
the Option Closing Date.
3. Payment and Delivery of Certificates. (a) At the Option Closing,
Grantee shall pay to Issuer in immediately available funds by wire transfer
to a bank account designated in writing by Issuer an amount equal to the
product of (x) the Purchase Price and (y) the number of shares being
purchased pursuant to the exercise of the Option.
(b)At the Option Closing,simultaneously with the delivery of immediately
available funds as provided in Section 3(a), Issuer shall deliver to
Grantee a certificate or certificates representing the shares to be
purchased at the Option Closing, which shares shall be free and clear
of all liens, claims, charges and encumbrances of any kind whatsoever
and a new Option evidencing the rights of the Grantee to purchase the
balance of the shares purchasable hereunder.
(c) Certificates for the shares delivered at the Option Closing shall have
typed or printed thereon a restrictive legend which shall read
substantially as follows (if and to the extent true and necessary in
light of legal and factual circumstances existing at such time): "THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE REOFFERED OR
SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION
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FROM SUCH REGISTRATION
IS AVAILABLE. SUCH SECURITIES ARE ALSO SUBJECT TO CERTAIN PROVISIONS
AS SET FORTH IN THE STOCK OPTION AGREEMENT, DATED AS OF OCTOBER 2,
1998, A COPY OF WHICH MAY BE OBTAINED FROM THE SECRETARY OF VANGUARD
CELLULAR SYSTEMS, INC. AT ITS PRINCIPAL EXECUTIVE OFFICES."
It is understood and agreed that: (i) the reference to the resale
restrictions of the Securities Act of 1933, as amended (the "1933
Act"), in the above legend shall be removed by delivery of substitute
certificate(s) without such reference if Grantee shall have delivered
to Issuer a copy of a letter from the staff of the SEC, or an opinion
of counsel, in form and substance reasonably satisfactory to Issuer,
to the effect that such legend is not required for purposes of the
1933 Act; (ii) the reference to the provisions to this Agreement in
the above legend shall be removed by delivery of substitute
certificate(s) without such reference if the shares have been sold or
transferred in compliance with the provisions of this Agreement and
under circumstances that do not require the retention of such
reference; and (iii) the legend shall be removed in its entirety if
the conditions in the preceding clauses (i) and (ii) are both
satisfied. In addition, such certificates shall bear any other legend
as may be required by law.
4.Option Repurchase. (a) Upon the occurrence of a Purchase Event prior to
the termination of the Option, in lieu of exercising the option,
Grantee may require Issuer to repurchase the Option. If Grantee so
elects, Issuer (or any successor thereto) shall repurchase the Option
from Grantee at a price (the "Option Repurchase Price") equal to the
amount by which (A) the Market/Offer Price (as defined below) exceeds
(B) the Option Price, multiplied by the number of shares for which
this Option may then be exercised. The term "Market/Offer Price" shall
mean the highest of (i) the price per share of Issuer Common Stock at
which a tender offer or exchange offer therefor has been made, (ii)
the highest price per share of Issuer Common Stock to be paid by any
third party pursuant to an agreement with Issuer, (iii) the highest
closing price for shares of Issuer Common Stock within the six-month
period immediately preceding the date Grantee gives notice of the
required repurchase of this Option, or (iv) in the event of a sale of
all or a substantial portion of Issuer's assets, the sum of the price
paid in such sale for such assets and the current market value of the
remaining assets of Issuer as determined by a nationally recognized
investment banking firm selected by Grantee, as the case may be, and
reasonably acceptable to the Issuer, divided by the number of shares
of Issuer Common Stock of Issuer outstanding at the time of such sale.
In determining the Market/Offer Price, the value of consideration
other than cash shall be determined by a nationally recognized
investment banking firm selected by Grantee, as the case may be, and
reasonably acceptable to the Issuer.
(b) The Grantee may exercise its
right to require Issuer to repurchase the Option pursuant to this
Section by surrendering for such purpose to Issuer, at its principal
office, a copy of this Agreement, accompanied by a written notice or
notices stating that Grantee elects to require Issuer to repurchase
this Option in accordance with the provisions of this Section. Within
five business days after the surrender of the Option and the receipt
of such notice or notices relating thereto, Issuer shall deliver or
cause to be delivered to Grantee the Option Repurchase
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Price therefor
or the portion thereof, if any, that Issuer is not then prohibited
under applicable law and regulation from so delivering.
To the extent
that Issuer is prohibited under applicable law or regulation from
repurchasing, or requires any approval of its stockholders to
repurchase, the Option in full, Issuer shall immediately so notify
Grantee and thereafter deliver or cause to be delivered, from time to
time, to Grantee the portion of the Option Repurchase Price that it is
no longer prohibited from delivering, within five business days after
the date on which Issuer is no longer so prohibited; provided,
however, that if Issuer at any time after delivery of a notice of
repurchase pursuant to this Section is prohibited under applicable law
or regulation from delivering, or requires any approval of its
stockholders to deliver, to Grantee, the Option Repurchase Price in
full (and Issuer hereby undertakes to use its best efforts to obtain
such approval of its stockholders and all required regulatory and
legal approvals and to file any required notices, in each case as
promptly as practicable in order to accomplish such repurchase),
Grantee may revoke its notice of repurchase of the Option either in
whole or to the extent of the prohibition, whereupon, in the latter
case, Issuer shall promptly (i) deliver to Grantee, that portion of
the Option Repurchase Price that Issuer is not prohibited from
delivering; and (ii) deliver to Grantee, a new Stock Option Agreement
evidencing the right of Grantee to purchase that number of shares of
Issuer Common Stock obtained by multiplying the number of shares of
Issuer Common Stock for which the surrendered Stock Option Agreement
was exercisable at the time of delivery of the notice of repurchase by
a fraction, the numerator of which is the Option Repurchase Price less
the portion thereof theretofore delivered to the Holder and the
denominator of which is the Option Repurchase Price. In such event,
notwithstanding anything to the contrary contained herein, the Option
shall not terminate until at least five business day have passed from
receipt by Grantee of the notice and portion of the Option Repurchase
Price contemplated by the first sentence of this paragraph.
Notwithstanding anything to the contrary contained herein, in no event
shall the sum of the Option Repurchase Price and the termination fee
pursuant to Section 7.2(e) of the Merger Agreement received by the
Grantee from the Issuer exceed $53 million and, if such sum otherwise
would exceed such amount, the Option Repurchase Price shall be reduced
such that the sum of the Option Repurchase Price and the Termination
Fee equals $53 million.
5.Representations and Warranties of Issuer.
Issuer hereby represents and warrants to Grantee as follows:
(a) Due Authorization. Issuer has all requisite corporate power and authority
to enter into this Agreement and to consummate the transactions
contemplated hereby. The execution and delivery of this Agreement by
Issuer and the consummation by Issuer of the transactions contemplated
hereby have been duly authorized by all necessary corporate action on
the part of Issuer. This Agreement has been duly executed and
delivered by Issuer and constitutes a legal, valid and binding
obligation of Issuer, enforceable against Issuer in accordance with
its terms.
(b) Authorized Stock. Issuer's representations and
warranties in the Merger Agreement are incorporated herein by
reference. Without limiting the generality
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or effect of the foregoing,
Issuer has taken all necessary corporate and other action to authorize
and reserve and, to permit it to issue, and, at all times from the
date hereof until the obligation to deliver shares upon the exercise
of the Option terminates, shall have reserved for issuance, upon
exercise of the Option, shares of Issuer Common Stock necessary for
Grantee to exercise the Option, and Issuer shall take all necessary
corporate action to authorize and reserve for issuance all additional
shares of Issuer Common Stock or other securities which may be issued
pursuant to Section 7 upon exercise of the Option. The shares of
Issuer Common Stock to be issued upon due exercise of the Option,
including all additional shares of Issuer Common Stock or other
securities which may be issuable upon exercise of the Option or any
substitute option pursuant to Section 7, upon issuance pursuant
hereto, shall be duly and validly issued, fully paid and
nonassessable, and shall be delivered free and clear of all liens,
claims, charges and encumbrances of any kind or nature whatsoever,
including without limitation any preemptive rights of any stockholder
of Issuer, and the holder thereof shall be entitled to all rights and
privileges (without limitation) relating to shares of Issuer Common
Stock generally, including with respect to voting and disposition
(c) No Conflicts. The execution and delivery of this Agreement does
not, and the consummation of the transactions contemplated by this
Agreement and compliance with the provisions of this Agreement shall
not, conflict with, or result in any violation of, or default (with or
without notice or lapse of time or both) under, or give rise to a
right of termination, cancellation, or acceleration of any obligation
or loss of a material benefit under, or result in the creation of any
Lien upon any of the properties or assets of Issuer or any of its
Significant Subsidiaries under, (i) the certificate of incorporation
or by-laws of Issuer or the comparable organizational documents of any
Significant Subsidiary of Issuer, (ii) any loan or credit agreement,
note, bond, mortgage, indenture, lease or other agreement, instrument,
permit, concession, franchise, or license applicable to Issuer or any
Significant Subsidiary of Issuer or their respective properties or
assets (without prejudice to the Company's obligations hereunder,
other than covenant restrictions contained in the Indenture with
respect to the Company's 9-3/8% Debentures due 2006 and the Company's
bank credit facility with the banks named therein, each of which the
Company hereby covenants to use its best efforts to have waived), or
(iii) any judgment, order, decree, statute, law, ordinance, rule, or
regulation applicable to Issuer or any of its Significant Subsidiaries
or their respective properties or assets, other than, in the case of
clauses (ii) and (iii), any such conflicts, violations, defaults,
rights, losses, or Liens that individually or in the aggregate would
not (x) have a material adverse effect on Issuer, (y) impair the
ability of Issuer to perform its obligations under this Agreement or
the Merger Agreement or (z) prevent or materially delay the
consummation of any of the transactions contemplated by this
Agreement.
(d) State Takeover Statutes. The Board of Directors of
Issuer has taken all action necessary or advisable so as to render
inoperative with respect to the transactions contemplated hereby all
applicable state anti-takeover statutes.
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6.Representations and
Warranties of Grantee. Grantee hereby represents and warrants to
Issuer that:
(a) Due Authorization. Grantee has all requisite
corporate power and authority to enter into this Agreement and to
consummate the transactions contemplated hereby. The execution and
delivery of this Agreement by Grantee and the consummation by Grantee
of the transactions contemplated hereby have been duly authorized by
all necessary corporate action on the part of Grantee. This Agreement
has been duly executed and delivered by Grantee and constitutes a
legal, valid and binding obligation of Grantee, enforceable against
Grantee in accordance with its terms.
(b) No Conflicts. The execution
and delivery of this Agreement does not, and the consummation of the
transactions contemplated by this Agreement and compliance with the
provisions of this Agreement hereby shall not, conflict with or result
in any violation of, or default (with or without notice or lapse of
time or both) under, or give rise to a right of termination,
cancellation, or acceleration of any obligation or loss of a material
benefit under, or result in the creation of any Lien upon any of the
properties or assets of Grantee or any of its Significant Subsidiaries
under, (i) the certificate of incorporation or by-laws of Grantee or
the comparable organizational documents of any Significant Subsidiary
of Grantee, (ii) any loan or credit agreement, note, bond, mortgage,
indenture, lease or other agreement, instrument, permit, concession,
franchise, or license applicable to Grantee or any Significant
Subsidiary of Grantee or their respective properties or assets, or
(iii) any judgment, order, decree, statute, law, ordinance, rule, or
regulation applicable to Grantee or any of its Significant
Subsidiaries or their respective properties or assets, other than, in
the case of clauses (ii) and (iii), any such conflicts, violations,
defaults, rights, losses, or Liens that individually or in the
aggregate would not (x) have a material adverse effect on Grantee, (y)
impair the ability of Grantee to perform its obligations under this
Agreement or the Merger Agreement or (z) prevent or materially delay
the consummation of any of the transactions contemplated by this
Agreement.
(c) Purchase Not for Distribution. Any shares or other
securities acquired by Grantee upon exercise of the Option are
acquired for its own account, and shall not be transferred or
otherwise disposed of except in a transaction registered, or exempt
from registration, under the Securities Act.
7. Adjustment upon
Changes in Capitalization, Etc. (a) In the event of any change in
Issuer Common Stock by reason of a stock dividend, split-up, merger,
recapitalization, combination, exchange of shares, or similar or other
transaction, the type and number of shares or securities subject to
the Option, and the Purchase Price therefor, shall be adjusted
appropriately, and proper provision shall be made in the agreements
governing such transaction, so that Grantee shall receive upon
exercise of the Option the number and class of shares or other
securities or property that Grantee would have received in respect of
Issuer Common Stock if the Option had been exercised immediately prior
to such event or the record date therefor, as applicable. Subject to
Section 1, and without limiting the parties' relative rights and
obligations under the Merger Agreement, if any additional shares of
Issuer Common Stock are issued or cease to be
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issued and outstanding
after the date of this Agreement (other than pursuant to an event
described in the first sentence of this Section 7(a)), the number of
shares of Issuer Common Stock subject to the Option shall be adjusted
so that, after such issuance or ceasing to be issued and outstanding,
it equals 19.9% of the number of shares of Issuer Common Stock then
issued and outstanding, without giving effect to any shares subject to
or issued pursuant to the Option.
(b) Without limiting the
parties' relative rights and obligations under the Merger Agreement,
in the event that Issuer enters into an agreement (i) to consolidate
with or merge into any person, other than Grantee or one of its
subsidiaries, and Issuer shall not be the continuing or surviving
corporation in such consolidation or merger, (ii) to permit any
person, other than Grantee or one of its subsidiaries, to merge into
Issuer and Issuer shall be the continuing or surviving corporation,
but in connection with such merger, the shares of Issuer Common Stock
outstanding immediately prior to the consummation of such merger shall
be changed into or exchanged for stock or other securities of Issuer
or any other person or cash or any other property, or the shares of
Issuer Common Stock outstanding immediately prior to the consummation
of such merger shall, after such merger, represent less than 50% of
the outstanding voting securities of the merged company, or (iii) to
sell or otherwise transfer all or substantially all of its assets to
any person, other than Grantee or one of its subsidiaries, then, and
in each such case, the agreement governing such transaction shall make
proper provision so that the Option shall, upon the consummation of
any such transaction and upon the terms and conditions set forth
herein, be converted into, or exchanged for, an option with identical
terms appropriately adjusted to acquire the number and class of shares
or other securities or property that Grantee would have received in
respect of Issuer Common Stock if the Option had been exercised
immediately prior to such consolidation, merger, sale, or transfer, or
the record date therefor, as applicable.
8. Registration Rights. Upon
the occurrence of a Purchase Event that occurs prior to the
termination of the Option, Issuer shall, at the request of Grantee,
promptly prepare, file and keep current a shelf registration statement
under the 1933 Act covering any shares issued and issuable pursuant to
this Option and shall use its reasonable best efforts to cause such
registration statement to become effective and remain current in order
to permit the sale or other disposition of any shares of Issuer Common
Stock issued upon total or partial exercise of this Option ("Option
Shares"), or shares acquired under the Voting Agreement, in accordance
with any plan of disposition requested by Grantee. Issuer will use its
reasonable best efforts to cause such registration statement first to
become effective and then to remain effective for such period not in
excess of 180 days from the day such registration statement first
becomes effective or such shorter time as may be reasonably necessary
to effect such sales or other dispositions. Grantee shall have the
right to demand two such registrations. Grantee shall provide all
information reasonably requested by Issuer for inclusion in any
registration statement to be filed hereunder. If requested by Grantee
in connection with such registration, Issuer shall become a party to
any underwriting agreement relating to the sale of such shares, but
only to the extent of obligating itself in respect of representations,
warranties, indemnities and other agreements customarily included in
secondary offering underwriting agreements for the Issuer.
9. Listing.
If Issuer Common Stock or any other securities to be acquired upon
exercise of the Option are then listed on Nasdaq (or any other
national securities exchange
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or national securities quotation system),
Issuer, upon the request of Grantee, shall promptly file an
application to list the shares of Issuer Common Stock or other
securities to be acquired upon exercise of the Option on Nasdaq (and
any such other national securities exchange or national securities
quotation system) and shall use reasonable efforts to obtain approval
of such listing as promptly as practicable.
10.Loss or Mutilation.
Upon receipt by Issuer of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of this Agreement, and (in
the case of loss, theft or destruction) of reasonably satisfactory
indemnification, and upon surrender and cancellation of this
Agreement, if mutilated, Issuer shall execute and deliver a new
Agreement of like tenor and date. Any such new Agreement executed and
delivered shall constitute an additional contractual obligation on the
part of Issuer, whether or not the Agreement so lost, stolen,
destroyed, or mutilated shall at any time be enforceable by anyone.
11. Miscellaneous.
(a) Expenses. Except as otherwise provided in the
Merger Agreement, each of the parties hereto shall bear and pay all
costs and expenses incurred by it or on its behalf in connection with
this Agreement and the transactions contemplated hereunder, including
fees and expenses of its own financial consultants, investment
bankers, accountants and counsel.
(b) Amendment. This Agreement may
not be amended, except by an instrument in writing signed on behalf of
each of the parties.
(c) GOVERNING LAW. THIS AGREEMENT SHALL BE
DEEMED A CONTRACT MADE UNDER, AND FOR ALL PURPOSES SHALL BE CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO PRINCIPLES OF CONFLICT OF LAWS THEREOF; PROVIDED, HOWEVER, THAT THE
LAWS OF THE RESPECTIVE STATES OF INCORPORATION OF EACH OF THE PARTIES
HERETO SHALL GOVERN THE RELATIVE RIGHTS, OBLIGATIONS, POWERS, DUTIES
AND OTHER INTERNAL AFFAIRS OF SUCH PARTY AND ITS BOARD OF DIRECTORS.
(d) Severability. If any provision of this Agreement or the
application of such provision to any person or circumstances shall be
held invalid by a court of competent jurisdiction, the remainder of
the provision held invalid and the application of such provision to
persons or circumstances, other than the party as to which it is held
invalid, shall not be affected.
(e) Counterparts. This Agreement may
be executed in one or more counterparts, each of which shall be deemed
to be an original but all of which together shall constitute one and
the same instrument.
(f) Headings. All Section headings are for
convenience of reference only and are not part of this Agreement and
no construction or reference shall be derived therefrom.
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(g) Extension; Waiver. Any agreement on the part of a party to waive
any provision of this Agreement, or to extend the time for
performance, shall be valid only if set forth in an instrument in
writing signed on behalf of such party. The failure of any party to
this Agreement to assert any of its rights under this Agreement or
otherwise shall not constitute a waiver of such rights.
(h) Entire
Agreement; No Third-Party Beneficiaries. This Agreement, the Voting
Agreement and the Merger Agreement (including the documents and
instruments referred to therein) and the confidentiality agreement
entered into by Issuer and Grantee in connection with the transactions
contemplated by the Merger Agreement (i) constitute the entire
agreement, and supersede all prior agreements and understandings, both
written and oral, between the parties with respect to the subject
matter of such agreements and (ii) except as expressly otherwise
provided herein or in the Voting Agreement or the Merger Agreement,
are not intended to confer upon any person other than the parties any
rights or remedies.
(i) Notices. All notices, requests, claims,
demands, and other communications under this Agreement must be in
writing and shall be deemed given if delivered personally, telecopied
(which is confirmed), or sent by overnight courier (providing proof of
delivery) to the parties at the following addresses (or at such other
address for a party as shall be specified by like notice):
(i) if to Grantee, to
AT&T Corp.
295 North Maple Avenue
Basking Ridge, New Jersey 07920
Telecopy No.: (908) 221-6618
Attention: Marilyn Wasser
with copies to:
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Telecopy No.: (212) 403-2000
Attention: David M. Silk; and
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(ii) if to Issuer, to
Vanguard Cellular Systems, Inc.
2002 Pisgah Church Road
Greensboro, NC 27455
Telecopy No.: (336) 545-2219
Attention: Richard Rowlenson
with a copy to:
Latham & Watkins
53rd at Third Avenue, Suite 1000
885 Third Avenue
New York, NY 10022-4802
Telecopy No.: (212) 751-4864
Attention: Raymond Y. Lin.
(j) Assignment. Neither this Agreement nor any of the rights,
interests, or obligations under this Agreement may be
assigned or delegated, in whole or in part, by
operation of law or otherwise, by Issuer without the
prior written consent of Grantee, and Grantee may
assign or delegate, in whole or in part, any of its
rights hereunder. Any assignment or delegation in
violation of the preceding sentence shall be void.
(k) Further Assurances. In the event of any exercise of the
Option by Grantee, Issuer and Grantee shall execute
and deliver all other documents and instruments and
take all other action that may be reasonably
necessary in order to consummate the transactions
provided for by such exercise.
(l) ENFORCEMENT. THE PARTIES AGREE THAT IRREPARABLE DAMAGE
WOULD OCCUR AND THAT THE PARTIES WOULD NOT HAVE ANY
ADEQUATE REMEDY AT LAW IN THE EVENT THAT ANY OF THE
PROVISIONS OF THIS AGREEMENT WERE NOT PERFORMED IN
ACCORDANCE WITH THEIR SPECIFIC TERMS OR WERE
OTHERWISE BREACHED. IT IS ACCORDINGLY AGREED THAT THE
PARTIES SHALL BE ENTITLED TO AN INJUNCTION OR
INJUNCTIONS TO PREVENT BREACHES OF THIS AGREEMENT AND
TO ENFORCE SPECIFICALLY THE TERMS AND PROVISIONS OF
THIS AGREEMENT IN ANY FEDERAL COURT LOCATED IN THE
STATE OF NEW YORK OR IN NEW YORK STATE COURT, THE
FOREGOING BEING IN ADDITION TO ANY OTHER REMEDY TO
WHICH THEY ARE ENTITLED AT LAW OR IN EQUITY.
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IN WITNESS WHEREOF, Issuer and Grantee have caused this
Agreement to be signed by their respective officers thereunto
duly authorized as of the day and year first written above.
VANGUARD CELLULAR SYSTEMS, INC.
By:
Name:
Title:
AT&T CORP.
By:/s/ Michael Berg
Name: Michael Berg
Title: Assistant Secretary
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Confirmed and accepted as of the date first written above.
By:/s/ Stephen R. Leeplou
Name: Stephen R. Leeolou
Title: President and Chief Executive
Officer