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EXHIBIT 10.40
THIRD AMENDMENT TO
THE SUBSCRIPTION AND PUT AND CALL AGREEMENT
WITH RESPECT TO SHARES OF COMMON STOCK OF
WESTERN WIRELESS INTERNATIONAL CORPORATION
This Third 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 this 28th day of February,
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").
WITNESSETH:
WHEREAS, Xxxxxxx and Western have each determined that it is in their
best interests to extend to March 31, 2001 the period during which Xxxxxxx shall
have the right, but not the obligation, to require Holding Co. to exchange all
of his 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 the period from January 1, 2001 through Xxxxx
00, 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
