EXHIBIT 10.41
SIXTH AMENDMENT TO
THE SUBSCRIPTION AND PUT AND CALL AGREEMENT
WITH RESPECT TO SHARES OF COMMON STOCK OF
WESTERN WIRELESS INTERNATIONAL CORPORATION
This Sixth Amendment to the Subscription and Put and Call Agreement
with respect to Shares of Common Stock of Western Wireless International
Corporation, as amended (the "Xxxxxxx Agreement"), is made as of the 18th day
of January, 2004, by and between Xxxxxxx X. Xxxxxxx ("Xxxxxxx"), Western
Wireless International Corporation ("WWIC"), Western Wireless Corporation
("WWC"), and WWC Holding Co., Inc. ("Holding Co.") (WWC and Holding Co. are
collectively referred to as "Western," and together with Xxxxxxx and WWIC,
collectively, the "Parties").
WITNESSETH:
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WHEREAS, Xxxxxxx and Holding Co. have previously entered into an
agreement whereby Holding Co. purchased from Xxxxxxx 138 shares of WWIC Common
Stock;
WHEREAS, Xxxxxxx and Western have each determined that it is in their
best interests to amend the Xxxxxxx Agreement to provide that during the each
of the periods from January 1, 2005 through January 31, 2005 and January 1,
2006 through January 31, 0000, Xxxxxxx shall have the right, but not the
obligation, to require Holding Co. to exchange all of his remaining shares of
WWIC for that number of shares of WWC equal to the Call Consideration (as
defined in the Xxxxxxx Agreement);
NOW, THEREFORE, in consideration of the promises and mutual covenants
contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the Parties agree that
Paragraph 8 of the Xxxxxxx Agreement is amended to read as follows:
During the each of the periods from January 1, 2005 through
January 31, 2005 and January 1, 2006 through January 31, 0000,
Xxxxxxx shall have the right, but not the obligation, to require
Holding Co. to exchange all, but not less than all, of the Shares
for that number of shares of WWC Common Stock equal to the Call
Consideration.
Except as amended herein, the terms of the Xxxxxxx Agreement shall
remain unchanged and in full force and effect.
IN WITNESS WHEREOF, this amendment has been duly executed on the day
and year first written above.
WESTERN WIRELESS INTERNATIONAL CORPORATION WESTERN WIRELESS CORPORATION
By:/s/Xxxx X. Xxxxxxx By:/s/Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx Xxxx X. Xxxxxxx
Chairman and Chief Executive Officer Chairman and Chief
Executive Officer
XXXXXXX X. XXXXXXX WWC HOLDING CO., INC.
By:/s/ Xxxxxxx X. Xxxxxxx By:/s/Xxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx Xxxx X. Xxxxxxx
Chairman and Chief
Executive Officer
