EXHIBIT III
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT
THIS AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT
("Amendment No. 1") is entered into as of October 17, 1995
between InterCel, Inc. a Delaware corporation ("InterCel"), and
InterCel PCS Services, Inc., a Delaware corporation ("Services").
WHEREAS, InterCel, Services, and certain other parties
entered into a Business Combination Agreement dated as of August
23, 1995 (the "Business Combination Agreement");
WHEREAS, Section 13.5 of the Business Combination Agreement
provides that no amendment, modification or discharge of the
Business Combination Agreement shall be valid or binding unless
set forth in writing and duly executed and delivered by the party
against whom enforcement of the amendment, modification, or
discharge is sought; and
WHEREAS, InterCel and Services desire to amend the Business
Combination Agreement to delete a phrase with respect to the
Partnership Interests owned by Services.
NOW, THEREFORE, in consideration of the mutual premises and
covenants contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. Section 2.2 of the Business Combination Agreement is
hereby amended by deleting the phrase ", which shall be
extinguished".
2. Except as otherwise provided herein, all terms,
provisions, covenants, representations, warranties, agreements
and conditions of the Business Combination Agreement shall remain
unchanged and in full force and effect.
3. This Amendment No. 1, the rights and obligations of
the parties hereto, and any claims or disputes relating thereto,
shall be governed by and construed in accordance with the laws of
the State of Delaware (excluding the choice of law rules
thereof).
4. From and after the execution of this Amendment No. 1
by the parties hereto, any reference to the Business Combination
Agreement shall be deemed to be a reference to the Business
Combination Agreement as amended hereby.
5. Capitalized terms not otherwise defined herein shall
have the meaning set forth in the Business Combination Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed
this Amendment No. 1, or have caused this Amendment No. 1 to be
duly executed on their behalf, as of the day and year first above
written.
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INTERCEL, INC.
By:_________________________
Name:
Title:
INTERCEL PCS SERVICES, INC.
By:____________________________
Name:
Title:
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