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EXHIBIT 10.43
REVISED STOCK PURCHASE AGREEMENT
Xxxxxxx X. Xxxxxxx ("Xxxxxxx") and WWC Holding Co., Inc., a Delaware corporation
("Holding Co."), hereby stipulate and agree as follows:
1. Xxxxxxx agrees to sell to Holding Co. and Holding Co. agrees to purchase from
Xxxxxxx 138 shares of common stock of Western Wireless International Corporation
(the "Shares"). The purchase price of the Shares shall be $13,645,594.00
(hereinafter "Purchase Price"), payable upon transfer of the Shares to Holding
Co., such transfer to be completed no later than April 30, 2001.
2. At the closing, Xxxxxxx will deliver Certificate Number 003, together with
the stock power duly endorsed for transfer. In exchange and payment for the
Shares, Holding Co. shall deliver to Xxxxxxx the Purchase Price by check or wire
transfer of funds.
3. As a material inducement to Holding Co. to enter into this Agreement and
purchase the Shares, Xxxxxxx represents and warrants to Holding Co. that he has
legal title to the Shares and that there is no third party agreement that would
prohibit or restrict his transfer of the Shares to Holding Co.
4. As a material inducement to Xxxxxxx to enter into this Agreement and sell the
Shares, Holding Co. represents and warrants to Xxxxxxx that it has all requisite
power and authority to enter into this Agreement and perform its obligations
hereunder.
5. The Stock Purchase Agreement previously executed by the parties herein, a
copy of which is attached, is hereby rescinded and cancelled.
6. Notwithstanding the transaction referenced herein, all terms and conditions
set forth in the Subscription and Put and Call Agreement With Respect to Shares
of Common Stock of Western Wireless International Corporation, and all
amendments thereto, between Xxxxxxx, Holding Co., Western Wireless Corporation
and Western Wireless International Corporation shall remain in full force and
effect. Xxxxxxx will continue to own 143 shares of common stock of Western
Wireless International Corporation upon the closing of this transaction.
AGREED AND ACCEPTED THIS 12TH DAY OF APRIL, 2001.
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
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
