FIRST AMENDMENT TO PLAN SUPPORT AGREEMENT
FIRST AMENDMENT TO AGREEMENT (the "First Amendment"), dated as of
November 13, 1998, between Heartland Wireless Communications, Inc., a
Delaware corporation (the "Company"), and each other signatory party hereto.
WHEREAS, the Company and each of the Holders entered into (or is
otherwise bound by the terms of) an Agreement, dated as of October 5, 1998
(the "Plan Support Agreement"), under which, among other things, each Holder
agreed under the terms and conditions described therein to vote its Senior
Note Claims to accept a Plan of Reorganization consistent with the
Restructuring Agreement; and
WHEREAS, the Company and each Holder have agreed to amend the Agreement
to make certain changes thereto.
NOW, THEREFORE, in consideration of the foregoing, the parties hereto
agree as follows:
1. Capitalized terms used (but not defined herein) shall have the
meanings ascribed to such terms in the Plan Support Agreement.
2. Section 3 of the Plan Support Agreement is hereby amended by
deleting Subsections (a) and (b) in their entirety and substituting the
following subsections (a) and (b) in lieu thereof:
(a) the Company and the Holders shall have failed to reach agreement
in good faith prior to December 1, 1998, or such later date as the Company
and the Holders shall mutually agree, regarding definitive documentation
in respect of the Restructuring Agreement, including the Plan of
Reorganization;
(b) the Company shall not have commenced the Chapter 11 Case and filed
a Plan of Reorganization consistent with the Restructuring Agreement and
Disclosure Statement relating thereto with the United States Bankruptcy
Court (the "Bankruptcy Court") on or before December 4, 1998 (the "Petition
Date"), or such later date as the Company and the Holders shall mutually
agree;
3. This First Amendment may be executed by facsimile signature
transmission in one or more counterparts, any one of which need not contain
the signature of more than one party and all of which taken together shall
constitute one and the same agreement.
The parties hereto have caused this First Amendment to be executed and
delivered by their respective duly authorized representatives as of the date
first set forth above.
HEARTLAND WIRELESS NAME OF HOLDER:
COMMUNICATIONS, INC.
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By: By:
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Name: Name:
Title: Title:
