FIRST AMENDMENT TO PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO PURCHASE AGREEMENT is made and entered into as
of the 29th day of August 1997, by and among AZTEL, INC., an Arizona
corporation ("Aztel"), GILA RIVER TELECOMMUNICATIONS, INC., a corporation
organized pursuant to Gila River Indian Community Resolution Number GR-101-
88 ("Gila"), U S WEST NEWVECTOR GROUP, INC., a Colorado corporation
("NewVector"), TOHONO X'XXXXX UTILITY AUTHORITY, a subsidiary organization
of the Tohono X'xxxxx Nation, duly organized pursuant to a Plan of
Operation approved by Resolution No. 91-175 of the Tohono X'xxxxx
Legislative Council ("XXXX") (XXXX, NewVector, Gila and Aztel may sometimes
hereinafter be referred to individually as a "Seller" and collectively as
the "Sellers"), and XXXXXX CELLULAR OF ARIZONA, INC., an Oklahoma
corporation (the "Purchaser").
W I T N E S S E T H:
WHEREAS, the Purchaser and Sellers entered into that certain Purchase
Agreement dated February 28, 1997 (the "Purchase Agreement") pursuant to
which the Sellers agreed to sell all of the Interests (as defined in the
Purchase Agreement) on the terms and conditions set forth in the Purchase
Agreement; and
WHEREAS, the Purchaser and the Sellers desire to amend the Purchase
Agreement as hereinafter provided;
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements herein set forth, the parties hereto agree as follows:
1. Clause (ii) of Section 22(a) of the Purchase Agreement is hereby
amended in its entirety to read as follows:
"(ii) may be terminated by either Purchaser or any two of the
Sellers if the Closing shall not have occurred on or before November
15, 1997 by reason of the failure of any of the conditions set forth
in Sections 6.6 or 7.5 to be satisfied by such date, provided Sellers
or Purchaser, as the case may be, shall not have the right to so
terminate this Agreement if such party's breach of this Agreement
contributed in any material way to the failure of such conditions to
be satisfied;"
2. Except as amended hereby, the Purchase Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, the Sellers and the Purchaser have caused this
First Amendment to Purchase Agreement to be executed by their duly
authorized representatives as of the day and year first written above.
PURCHASER:
XXXXXX CELLULAR OF ARIZONA, INC.
By XXXXXXX XXXXXX
Xxxxxxx Xxxxxx
President
SELLERS:
AZTEL, INC.
By XXXXX X. XXXXXXX
Title: Authorized Representative
GILA RIVER TELECOMMUNICATIONS, INC.
By XXXXXX XXXXXX
Title: Chairman
U S WEST NEWVECTOR GROUP, INC.
By XXXXXXX X. SAMPLES
Title: Vice President Domestic Wireless
Operations and Investment
TOHONO X'XXXXX UTILITY AUTHORITY
By XXXXXXX X. XXXXX
Title: General Manager
