Prove: If $T'=(V,F')$ is a spanning tree, but not a MST of $G=(V,E)$, then there are edges $e' \in F'$ and $e \in $ $E$ \ $F'$ such that $w(e)<w(e')$ and $T'$ \ $\{e'\} \cup \{e\}$ is a spanning tree.
My idea:
Let $T=(V,F)$ be a MST of $G$
for all $e \in T$, try to insert it into $T'$ and see if there is an edge in the cycle created that is heavier than $e$. If we found such $e$ we are done.
If not, define $G'=(V,F \cup F')$
This graph obviously has a MST, because $F \subset F' \cup F$
We didn't find a suitable $e$ in the previous part so all edges in $F$ may be colored in red in the generic algorithm for finding a MST in the graph $G'$.
That means there is a MST $T''=(V,F'')$ such that $F'' \subseteq F'$ but that is impossible because $T'$ is not a MST of $G'$, because $T$ is lighter (by definition $w(T)<W(T')$)
Does that seem correct?