AMENDMENT ONE
TO
MASTER PROCUREMENT AGREEMENT
THIS AMENDMENT ONE TO THE MASTER PROCUREMENT AGREEMENT dated as
April 28, 2000 by and between Lucent Technologies Inc. and Allegiance
Telecom, Inc. (the "MASTER AGREEMENT") is entered into as of July 13, 2001
(the "EFFECTIVE DATE") by and between Allegiance Telecom, Inc., a Delaware
corporation with a place of business at 0000 Xxxxxxx Xxxxxxxxxx, Xxxxxx,
Xxxxx 00000 ("ALLEGIANCE"), and Lucent Technologies Inc., a Delaware
corporation with a place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx Xxxx, Xxx
Xxxxxx 00000 ("LUCENT"). Capitalized terms used herein that are defined in
the Master Agreement shall have the meanings assigned in the Master Agreement.
In consideration for the successful relationship between Lucent and
Allegiance under the Master Agreement and the changing circumstances in which
they both operate, Lucent and Allegiance desire to amend the Master Agreement
by entering into this amendment (this "AMENDMENT") to better address their
mutual needs at this time.
NOW, THEREFORE, in consideration of the mutual covenants,
warranties, representations and promises contained herein and intending to be
legally bound hereby, the parties agree as follows:
AMENDMENT
(1) All terms of this Amendment shall supersede any conflicting
terms set forth in the Agreement.
(2) Any terms of the Master Agreement not expressly amended or
replaced herein shall remain in full force and effect.
(3) SECTION 10.7 of the Master Agreement shall be amended in its
entirety to read as follows:
10.7 ALLEGIANCE PURCHASE COMMITMENT. During the six
(6)-year period commencing on January 1, 2000, Allegiance
and its Affiliates shall purchase a minimum of Three Hundred
Fifty Million Dollars ($350,000,000) of Products and Services
from Lucent under this Agreement ("REVENUE COMMITMENT"),
which Revenue Commitment shall be satisfied incrementally as
follows:
(i) Allegiance shall satisfy a minimum of One Hundred
Million Dollars ($100,000,000) of the Revenue Commitment on
or before December 31, 2000;
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(ii) Allegiance shall satisfy a minimum of One
Hundred Sixty Million Dollars ($160,000,000) of the
Revenue Commitment on or before September 30, 2001;
(iii) Allegiance shall satisfy a minimum of Two
Hundred Ten Million Dollars ($210,000,000) of the Revenue
Commitment on or before December 31, 2002;
(iv) Allegiance shall satisfy a minimum of Two
Hundred Fifty Seven Million Dollars ($257,000,000) of the
Revenue Commitment on or before December 31, 2003;
(v) Allegiance shall satisfy a minimum of Three
Hundred Four Million Dollars ($304,000,000) of the Revenue
Commitment on or before December 31, 2004; and
(vi) Allegiance shall satisfy the entire Revenue
Commitment on or before December 31, 2005.
In September of each of 2000, 2001, 2002, 2003, 2004 and
2005, Lucent shall provide to Allegiance a status report
that identifies Allegiance's progress toward meeting the
applicable annual Revenue Commitment. If the annual
Revenue Commitment for any year (other than 2005) is not
achieved by November 15 of the applicable year, or if the
annual Revenue Commitment for 2005 is not achieved by
December 31, 2005, then Allegiance will be invoiced for
the shortfall. Such shortfall, if any, for 2000, 2001,
2002, 2003 or 2004, shall be treated as credits toward
Allegiance's and its Affiliates purchases of Products and
Services in the next succeeding year. Such shortfall, in
any, for 2005 shall constitute a cash payment for which
credits will not apply. Notwithstanding any other
provision of this Agreement to the contrary, solely with
respect to the portion of the Revenue Commitment to be
satisfied between January 1, 2001 and September 30, 2001,
Allegiance and Lucent shall take all reasonable actions
necessary to enable Lucent to recognize such portion of
the Revenue Commitment as revenue for accounting purposes
during the Lucent accounting year ending September 30,
2001. Allegiance shall have the right to reduce the
Revenue Commitment for any period after September 30, 2001
in response to Lucent no longer offering Products or
Services offered by it and its Affiliates as of July 1,
2001, either because of sales of business units, spinoffs
of business units, product or service discontinuations or
otherwise. Any such reduction shall be implemented by a
notice from Allegiance to Lucent setting forth the
Products and/or Services in question and Allegiance's good
faith estimate of its future purchases of such Products
and/or Services and the corresponding reduction in the
Revenue Commitment.
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(4) Each Product Addendum in effect under the Master Agreement as of
the date hereof, is hereby extended (including without limitation
as to pricing and discount levels) through December 31, 2005.
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to
be executed by their duly authorized representatives as of the date first
above written.
LUCENT TECHNOLOGIES INC. ALLEGIANCE TELECOM, INC.
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxx Xxxx
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Name: /s/ Xxxxxx X. xxxxxx Name: /s/ Xxx Xxxx
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Title: Vice President Title: President and COO
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