Exhibit 2.5
SECOND AMENDMENT TO AGREEMENT
FOR PURCHASE AND SALE OF FCC LICENSES
This SECOND AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF FCC LICENSES
is dated as of December 31, 2002 (this "AGREEMENT") by and between Lafayette
Communications Company L.L.C., a Delaware limited liability company ("SELLER"),
and Triton PCS License Company L.L.C., a Delaware limited liability company
("BUYER").
R E C I T A L S:
A. Seller and Buyer are parties to an Agreement for Purchase and Sale of
FCC Licenses, dated as of October 9, 2002, as amended by that certain First
Amendment to Agreement for Purchase and Sale of FCC Licenses, dated as of
December 2, 2002 (as so amended, the "PURCHASE AGREEMENT"). Any capitalized term
used, but not otherwise defined, herein shall have the meaning given to such
term in the Purchase Agreement.
B. Seller and Buyer desire to amend the Purchase Agreement as set forth
herein.
A G R E E M E N T S:
NOW, THEREFORE, in consideration of the mutual covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, each intending to be legally bound,
do hereby agree as follows:
1. HSR Filing. Section 6.2(c) of the Purchase Agreement is hereby amended
by deleting such Section in its entirety and replacing it with the following:
"HSR Filing. Within ten (10) Business Days after delivery of written
notice by Buyer to Seller in accordance with Section 11.3 of this
Agreement requesting that the parties make, or cause to be made, any and
all filings which are required under the HSR Act in connection with the
transactions contemplated hereby, which notice shall in no event be given
later than March 31, 2003, the parties shall make, or cause to be made,
any and all filings which are required under the HSR Act (the "HSR
APPROVAL") with respect to the transactions contemplated hereby. Each
party shall furnish to the other such necessary information and reasonable
assistance as any other party may request in connection with its
preparation of necessary filings or submissions pursuant to the provisions
of the HSR Act. If the Federal Trade Commission or the Department of
Justice requests additional information from the parties or imposes any
condition upon the transactions contemplated hereby, the parties will
cooperate with each other, the Federal Trade Commission and the Department
of Justice; provided, however, that nothing herein shall compel either
party or any Affiliate of such party to comply with any condition imposed
upon such party or such Affiliate that is adverse to the interests of such
party or its Affiliates as
determined by such party in the exercise of its reasonable business
judgment. Buyer shall pay all filing fees, if any, required under the HSR
Act."
2. Representations and Warranties. Each party hereto hereby makes the
following representations and warranties to the other party hereto:
(a) Such party has full power and authority to execute, deliver and
perform this Agreement. The execution, delivery and performance of this
Agreement by such party have been duly authorized and approved by all necessary
action of such party (including all necessary action by any of its directors,
members, equity owners or managers, as applicable). This Agreement is the legal,
valid and binding obligation of such party, enforceable against it in accordance
with its respective terms, except for the effect thereon of any applicable
bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting
the rights of creditors generally, and general principles of equity.
(b) Neither the execution or delivery of this Agreement nor the
consummation of any of the transactions contemplated hereby or compliance with
or fulfillment of the terms, conditions and provisions hereof will result in a
Default under: (1) any note, indenture, instrument, agreement, contract,
mortgage, lease, license, franchise, permit or other authorization, rights
restriction or obligation to which such party is a party or by which such party
is, or any of its assets are, bound; (2) any Court Order to which such party is
a party or by which such party is, or any of its assets are, bound; (3) any
applicable Law; or (4) the Certificate of Formation or Limited Liability Company
Agreement of such party.
3. Miscellaneous. The Purchase Agreement, as amended pursuant to this
Agreement, shall remain in full force and effect in accordance with its terms,
and all references in the Purchase Agreement to "this Agreement" and words of
similar import shall be deemed to mean the Purchase Agreement as so amended. All
of the provisions of Article 11 of the Purchase Agreement shall apply to, and
govern, this Agreement as if such provisions were set forth in and as part of
this Agreement, and they are hereby deemed restated in full herein mutatis
mutandis.
[END OF PAGE. SIGNATURES FOLLOW.]
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IN WITNESS WHEREOF, the undersigned have executed this Second Amendment to
Agreement for Purchase and Sale of FCC Licenses as of the date first above
written.
LAFAYETTE COMMUNICATIONS COMPANY L.L.C.
By: /s/ Xxxx X. Xxxx, Xx.
------------------------------------
Name: Xxxx X. Xxxx, Xx.
Title: President
TRITON PCS LICENSE COMPANY L.L.C.
By: Triton Management Company, Inc.,
its manager
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Senior Vice President and Treasurer
