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EXHIBIT 10.42
REVISED FIFTH AMENDMENT TO
THE SUBSCRIPTION AND PUT AND CALL AGREEMENT
WITH RESPECT TO SHARES OF COMMON STOCK OF
WESTERN WIRELESS INTERNATIONAL CORPORATION
This Revised Fifth Amendment to the Subscription and Put and Call
Agreement with respect to Shares of Common Stock of Western Wireless
International Corporation, as amended (the "Xxxxxxx Agreement"), is made as of
the 12th day of April, 2001, by and between Xxxxxxx X. Xxxxxxx ("Xxxxxxx"),
Western Wireless International Corporation ("WWIC"), Western Wireless
Corporation ("WWC"), and WWC Holding Co., Inc. ("Holding Co.") (WWC and Holding
Co. are collectively referred to as "Western," and together with Xxxxxxx and
WWIC, collectively, the "Parties"), and shall supercede the Fifth Amendment to
the Subscription and Put and Call Agreement with respect to Shares of Common
Stock of Western Wireless International Corporation, as amended previously
executed by the parties hereto on March 31, 2001 which shall hereafter be deemed
rescinded.
WITNESSETH:
WHEREAS, Xxxxxxx and Holding Co. have entered into an agreement whereby
Holding Co. purchased from Xxxxxxx 138 shares of WWIC Common Stock;
WHEREAS, Xxxxxxx and Western have each determined that it is in their
best interests to amend the Xxxxxxx Agreement to provide that during the periods
from January 1, 2003 through January 31, 2003 and January 1, 2004 through
January 31, 0000, Xxxxxxx shall have the right, but not the obligation, to
require Holding Co. to exchange all of his remaining shares of WWIC for that
number of shares of WWC equal to the Call Consideration (as defined in the
Xxxxxxx Agreement);
NOW, THEREFORE, in consideration of the promises and mutual covenants
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties agree that Paragraph 8
of the Xxxxxxx Agreement is amended to read as follows:
During each of the periods from January 1, 2003
through January 31, 2003 and January 1, 2004 through
January 31, 0000, Xxxxxxx shall have the right, but
not the obligation, to require Holding Co. to exchange
all, but not less than all, of the Shares for that
number of shares of WWC Common Stock equal to the Call
Consideration.
Except as amended herein, the terms of the Xxxxxxx Agreement shall
remain unchanged and in full force and effect.
IN WITNESS WHEREOF, this amendment has been duly executed on the day and
year first written above.
WESTERN WIRELESS INTERNATIONAL CORPORATION WESTERN WIRELESS CORPORATION
By: /s/ Xxxx X. Xxxxxxx By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx Xxxx X. Xxxxxxx
Chairman and Chairman and
Chief Executive Officer Chief Executive Officer
XXXXXXX X. XXXXXXX WWC HOLDING CO., INC.
/s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
Chairman and Chief
Executive Officer
