Exhibit 10.14.2
FIRST AMENDMENT
TO MANAGEMENT AGREEMENT
This First Amendment to Management Agreement (this "AMENDMENT") is entered
into by and between Tritel Management, LLC ("TRITEL MANAGEMENT") and Tritel,
Inc. ("TRITEL").
WHEREAS, Tritel and Xxxxx X. Xxxxxxxx, Xx. ("XXXXXXXX") have previously
entered into an Employment Agreement dated January 7, 1999 ("PRIOR AGREEMENT")
and amended and restated the Prior Agreement pursuant to that certain Amended
and Restated Employment Agreement of even date herewith ("AMENDED EMPLOYMENT
AGREEMENT"); and
WHEREAS, management differences have arisen between Tritel and Xxxxxxxx;
and
WHEREAS, pursuant to a Mutual Release and Termination Agreement of even
date herewith ("RELEASE"), Tritel and Xxxxxxxx have resolved their differences;
and
WHEREAS, Tritel and Xxxxxxxx have agreed to and entered into that certain
Stock Purchase Agreement, of even date herewith ("STOCK AGREEMENT")(the Amended
Employment Agreement, Release, Stock Agreement and certain other related
documents executed pursuant thereto, all of even date herewith are collectively
referred to as the "XXXXXXXX TRANSACTION DOCUMENTS"); and
WHEREAS, Tritel Management and Tritel entered into that certain Management
Agreement dated as of January 7, 1999 (the "AGREEMENT"), and as a result of the
Xxxxxxxx Transaction Documents desire to amend the Agreement pursuant to the
terms and conditions of this Amendment.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned parties agree as follows (capitalized terms used
herein have the same meaning as defined in the Agreement, unless otherwise
specified herein):
1. No Senior Executive. As of the date hereof, Xxxxxxxx shall no longer
be a "SENIOR EXECUTIVE" for any purposes under the Agreement. All references to
Xxxxxxxx as a Senior Executive are hereby deleted.
2. No Other Rights. As of the date hereof, Xxxxxxxx shall have no
rights or obligations pursuant to the Agreement.
3. No Reimbursement. Tritel shall have no obligation to reimburse
Tritel Management with respect to any payments being made by Tritel Management
to Xxxxxxxx in connection with the Xxxxxxxx Transaction Documents, if any.
4. Ratification. The Agreement as amended hereby is ratified and
affirmed, and except as expressly amended hereby, all other terms and provisions
of the Agreement remain unchanged and continue in full force and effect. The
terms of this Amendment shall control over any conflicts between the terms of
the Agreement and the terms of this Amendment.
5. Entire Agreement. The Agreement, as amended by this Amendment,
constitutes the entire agreement and understanding between the parties hereto
regarding the subject matter addressed therein.
6. Execution. This Amendment may be executed in multiple counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. The parties hereto agree to accept
facsimile signatures as an original signature.
EXECUTED on this the __ day of November, 1999, to be effective as of
the 1st day of September, 1999.
Tritel Management, LLC
By:
--------------------------------
_______________, _____ President
Tritel, Inc.
By:
--------------------------------
_______________, _____ President
Consented to and Approved by:
------------------------------
Xxxxxxx X. Xxxxxxx, XX, individually
2
------------------------------
X. X. Xxxxxx, Xx., individually
3
