ADDITIONAL AFFILIATE AGREEMENT
THIS AGREEMENT ("Agreement") is entered into this 12/th/ day of July 2000, by
and between iPCS Wireless, Inc. a Delaware corporation, with offices at 000 Xxxx
Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, XX 00000 ("Customer") and Lucent Technologies
Inc., a Delaware corporation with offices ("Lucent"), for itself and its
affiliates.
WHEREAS, Lucent and Sprint Spectrum Equipment Company, L.P., a Delaware limited
partnership ("Sprint") are parties to a Procurement and Services Contract dated
October 9, 1996, as amended and restated on April 9, 1999 ("Contract") pursuant
to which Sprint agreed to have Lucent engineer and construct PCS Systems and PCS
Sub-Systems in the System Areas and Lucent agreed to provide Products and
Services to Sprint in connection with the engineering and construction of said
Systems in accordance with the terms and conditions of the Contract; and
WHEREAS, Sprint has designated Customer as an Initial Affiliate under Schedule 5
of the Contract; and
WHEREAS, Customer desires to purchase PCS Products and Services from Lucent
under the Contract and Customer has elected, pursuant to Section 3.2 of the
Contract, to enter into this Additional Affiliate Agreement as provided for in
Section 3.3(ii) of the Contract.
NOW THEREFORE, the parties hereto agree as follows:
1. Customer and Lucent hereby agree that Customer shall be treated under Section
3.1 of the Contract as an Additional Affiliate, acceptable to both Lucent and
Sprint under the Contract.
2. (a) Pursuant to all the terms and conditions set forth in the Contract,
Lucent shall supply to Customer and Customer shall procure from Lucent such
Additional Products, Additional Services and Additional Products and Services
as shall be designated by Customer's subsequent written Purchase Orders (all
herein "Materials") selected from among the Materials set forth in Schedules
2B, 3B and 12B. Additionally, with respect to the Materials to be purchased
by Customer hereunder, and except as provided in Section 2(b), Customer shall
be entitled to all rights, benefits and remedies that are granted to the
Owner under the terms of the Contract, including, but not limited to, all
representations and warranties.
(b) Notwithstanding any provision herein to the contrary, Customer shall not
be entitled to the benefit of the rights contained in Subsections 2.11, 11.6
and 11.7 of the Contract or the right under Section 3 of the Contract to
appoint any Affiliates (which limitation shall not preclude assignments
otherwise permitted under the Contract). Additionally, Customer shall not be
entitled to the benefits of the provisions of Section 15 of the Contract
apart from Section 15.11. Further, Customer's rights under Subsection 15.11
shall be conditioned upon Customer providing regular monthly forecasts that
are accurate to within ten percent (10%).
3. The term of this Agreement shall be coterminous with the Contract, subject to
Customer right to terminate this Agreement in accordance with the provisions
of Section 24 of the Contract. Notwithstanding anything stated herein or in
the Contract to the contrary, Customer's right to terminate this Agreement
without cause is expressly contingent upon Customer fulfilling the minimum
commitment requirements set forth herein.
4. This Agreement, and the specific provisions contained herein, shall be deemed
Proprietary Information as defined in Section 27.19 of the Contract, and
shall be treated accordingly. In addition to the provisions stated therein,
Lucent hereby grants its consent to Customer to disclose this Agreement, and
its terms, solely to lenders and/or prospective lenders of Customer, for the
sole purpose of assessing Customers financial viability; provided however
that, in advance of such disclosure, the parties will agree to maintain the
confidentiality of this Agreement, the Contract and its contents, schedules,
exhibits and appendices in accordance with Section 27.19 of the Contract.
Such written agreement shall be in substantially the form set forth as
attached Exhibit A.
5. Customer commits to purchase at minimum 100 BTSs and 1 MSC from Lucent within
one (1) year after the date of execution of this Agreement and a cumulative
total of 132 BTSs and 1 MSC from Lucent within two (2) years after the
execution date of this Agreement ("Minimum Purchase Obligation"). In
addition, Customer commits to use Lucent's equipment exclusively in the
construction of their PCS networks located within the state(s) of Michigan,
as assigned under Customer's Sprint Affiliation Agreement.
6. This Agreement will bind and inure to the benefit of the parties to this
Agreement and their respective successors and permitted assigns.
7. This Agreement may be executed in counterparts, each of which shall be an
original, but all of which shall constitute one and the same document.
IN WITNESS HEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized representatives as of the date first above written.
LUCENT TECHNOLOGIES INC. iPCS WIRELESS, INC.
By: /s/ Xxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx
Title: Vice President Title: Senior Vice President
and Chief Technical Officer
Date: July 12, 2000 Date: July 12, 2000
EXHIBIT A
Form Confidentiality and Non-Disclosure Agreement
(To be agreed upon by the parties and attached no later than July 18, 2000)
