EXHIBIT 10.28
AMENDMENT NO.1 TO LETTER AGREEMENT
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AMENDMENT NO.1 TO LETTER AGREEMENT ("Agreement"), dated as of June 29,
1998, by and among TRITON MANAGEMENT COMPANY, INC., a Delaware corporation
(the "Company"), TRITON PCS HOLDINGS, INC., a Delaware corporation formerly
known as Triton PCS, Inc. ("Triton"), and XXXX XXXXXXX ("Director").
W I T N E S S E T H:
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WHEREAS, Director is the record and beneficial owner of 707 shares
(the "Original Shares") of Triton's common stock, par value $.01 per share (the
"Common Stock"); and
WHEREAS, the Company, Triton and Director are parties to that certain
Letter Agreement dated as of June 26, 1998 (the "Letter Agreement") providing
for, among other things, certain rights and obligations of the parties
respecting the Original Shares; and
WHEREAS, on the date hereof Triton has entered into a certain
Preferred Stock Purchase Agreement dated as of the date hereof (the "Purchase
Agreement") among Triton, the Cash Equity Investors, the Management Stockholders
and the Independent Directors party thereto (as each such term is defined in the
Purchase Agreement); and
WHEREAS, in connection with the Myrtle Beach Closing (as defined in
the Purchase Agreement), Director was awarded on the date hereof an additional
140.11 shares of Common Stock (the "Myrtle Beach Shares"), and Director is
scheduled to receive additional shares of Common Stock in connection with the
consummation of certain other transactions contemplated by the Purchase
Agreement; and
WHEREAS, the parties desire to amend the Letter Agreement to reflect
the issuance and potential future issuances of shares of Common Stock to
Director pursuant to the Purchase Agreement;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the Company, Triton and Director, intending to be legally bound,
hereby agree as follows:
1. Amendment to Definition. From and after the date hereof, all
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references to the term "Shares", as that term is defined in the Letter
Agreement, shall include the Original Shares, the Myrtle Beach Shares, and any
other shares of Common Stock that are awarded to Director pursuant to the
Purchase Agreement.
2. No Further Changes. Except for such amendment, all other terms and
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conditions of the Letter Agreement shall remain the same and continue in full
force and effect, and the Letter Agreement, as amended hereby, shall constitute
the legally valid and binding obligation of the parties hereto enforceable in
accordance with its terms.
IN WITNESS WHEREOF, each of the Company and Triton has caused this
Agreement to be executed by a duly authorized officer, and Director has hereunto
set his hand as of the day and year first above written.
COMPANY:
TRITON MANAGEMENT COMPANY, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx, President
TRITON:
TRITON PCS HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx, President
Director:
/s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
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