WESTERN WIRELESS CORPORATION
LOCK-UP AGREEMENT
APRIL 3, 1998
Xxxxxxx, Xxxxx & Co.,
Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation,
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated,
Salomon Brothers Inc,
As Representatives of the Several Underwriters
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Ladies and Gentlemen:
The undersigned understands that Western Wireless Corporation (the
"Company") intends to file a Registration Statement (the "Registration
Statement") with the Securities and Exchange Commission relating to a secondary
offering of shares of common stock of the Company (the "Secondary Offering").
The undersigned further understands that you, as Representatives of the several
underwriters (the "U.S. Underwriters"), propose to enter into an Underwriting
Agreement with the Company and with certain Selling Stockholders (as defined in
the Underwriting Agreement), providing for the Secondary Offering by the several
underwriters, including yourselves.
In consideration of the agreement of the U.S. Underwriters and the
underwriters of the concurrent international offering (if applicable), to make
the Secondary Offering and for other good and valuable consideration, receipt of
which is hereby acknowledged, the undersigned, during the period beginning from
the date of the Underwriting Agreement and continuing to and including the date
90 days after the date of the Prospectus (as defined in the Underwriting
Agreement), agrees not to offer, sell, contract to sell or otherwise dispose of
any securities of the Company, including those that are substantially similar to
the shares of common stock of the Company, any securities of the Company that
are convertible into or exchangeable for, or that represent the right to
receive, common stock or any such substantially similar securities, owned
directly by the undersigned or with respect to which the undersigned has the
power of disposition, except as provided under the Underwriting Agreement and
the International Underwriting Agreement (if applicable) or (i) as a gift or
gifts, provided the donee or donees thereof agree to be bound by this
restriction, (ii) with the prior written consent of the Representative, or (iii)
to its partners or investors provided such partner(s) or investor(s) agree to be
bound by this restriction. The undersigned agrees and consents to the entry of
stop transfer instructions with the Company's transfer agent against the
transfer of shares of common stock of the Company held by the undersigned except
in compliance with this Agreement.
This lock-up agreement shall be governed by and construed and
interpreted in accordance with the laws of the State of New York.
Very truly yours,
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(Signature)
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(Name - Please Print or Type)
