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EXHIBIT 10.82
AMENDMENT NO. 3
TO
PURCHASE AGREEMENT
BETWEEN
WESTERN WIRELESS CORPORATION
AND
NORTHERN TELECOM INC.
Made effective as of the 1st day of September, 1998, by and between Northern
Telecom Inc. ("Seller") and Western Wireless Corporation ("Buyer").
WHEREAS, General Cellular Corporation and Seller's predecessor in interest,
Motorola Nortel Communications Co., entered into a Purchase Agreement dated July
29, 1993, thereafter assigned to Northern Telecom Inc. and amended by Amendment
No. 1 and Amendment No. 2 (the "Agreement"); and,
WHEREAS, General Cellular Corporation is now a wholly owned subsidiary of
Western Wireless Corporation, and by assignment agreed to by Seller, has
assigned its rights, obligations, and responsibilities under the Agreement to
Western Wireless Corporation; and,
WHEREAS, Buyer and Seller now wish to amend the Agreement to add new markets as
designated in Annex 7.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, Buyer
and Seller agree to amend the Agreement as follows:
1. Amend Section 7 by adding the following new subsection 7.8:
"7.8 Year 2000 Ready-Warranty
Seller represents and warrants that Seller's Hardware and/or
Software supplied to Buyer under this Agreement, shall function,
during the applicable Warranty Period of the applicable Hardware
and/or Software under this Agreement (but in any event, at least
through March 30, 2000), with respect to any date dependent
operations, without any material, service-affecting or
operational non-conformance to its applicable specifications,
provided that both any Hardware and/or any specific Software load
or release designated as necessary by Seller has been installed
with respect to such Seller Hardware and/or Software [ * ]. If
Seller's Hardware and/or Software fails to so function, Buyer's
sole remedy and
* Information omitted and filed separately with the SEC pursuant to request for
confidential treatment under Rule 406 of the Securities Act of 1933, as amended.
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Seller's sole obligation under this warranty is for Seller, at
the earliest practicable time, to correct such failure through,
at Seller's option, the replacement or the repair or modification
of the applicable Hardware and/or Software or such other actions
as Seller reasonably determines to be appropriate.
The foregoing does not constitute a commitment by Seller (a) to
otherwise support the Hardware and/or Software beyond its
contractually committed Warranty Period, or (b) that the date
format used by the Hardware and/or Software complies with any
particular standard. Some Seller Hardware and/or Software may
continue to use year representations which do not use four digits
where such representations can be interpreted without ambiguity
as to century."
2. Amend Annex 7, Section 5.1 (ADD-ON PRICING) as follows:
(a) Delete the opening paragraph of Subsection 5.1.1 in its entirety and
replace it with the following:
"5.1.1 Existing Switches
Subject to Subsection 5.1.2(c) below, for each Switch in service as of the
Extended Effective Date and for each Nortel DMS-MTX 800 MHz
AMPS/TDMA switch which has been acquired by Buyer from a party other than
Nortel after the Extended Effective Date, in each Buyer market designated
below, ("Existing Switch"), Buyer shall pay Seller a Software license fee
each calendar year during the Extended Term ("Annual Software Fee"), as
follows:"
(b) Add the following two (2) new Buyer markets to the list of Buyer's
markets in Subsection 5.1.1:
[ * ] 1996 [ * ]
1997 [ * ]
1998 [ * ]
1999 [ * ]
2000 [ * ]
[ * ] 1996 [ * ]
1997 [ * ]
1998 [ * ]
1999 [ * ]
2000 [ * ]
3. Seller hereby acknowledges and agrees to the transfer to Buyer of Software
resident on such Existing Switches described hereinabove and hereby licenses the
use of such Software in accordance with applicable terms of the Agreement.
* Information omitted and filed separately with the SEC pursuant to request for
confidential treatment under Rule 406 of the Securities Act of 1933, as amended.
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4. Ratification of Agreement
Except as specifically modified by this Amendment No. 3, the Agreement
shall in all other respects continue in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment No. 3 to be executed
by their duly authorized representatives.
WESTERN WIRELESS CORPORATION NORTHERN TELECOM INC.
By: Xxx X. Xxxx By: Xxxxx Xxxxx
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Name: Xxx X. Xxxx Name: Xxxxx Xxxxx
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(Type/Print) (Type/Print)
Title:V.P. Engineering Ops Title:V.P. and General Manager, U.S. Region
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Date: 9/17/98 Date: 10/30/98
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