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EXHIBIT 10(J)
CONFIDENTIAL TREATMENT REQUESTED BY POWERTEL, INC.
AMENDMENT NUMBER 1 TO
ACQUISITION AGREEMENT
ERICSSON CMS 40 PERSONAL COMMUNICATION SYSTEMS (PCS)
BY AND BETWEEN
ERICSSON INC.
AND
POWERTEL, INC.
This Amendment Number 1 ("Amendment") to the Acquisition Agreement for Ericsson
CMS 40 Personal Communication System (PCS), Number 9109 (as amended hereby,
together with all attachments, the "Agreement") by and between Ericsson Inc.
("SELLER") and Powertel PCS, Inc. (f/k/a InterCel PCS Services, Inc.) is
effective as of September 2nd, 1997. Powertel PCS, Inc. and its Affiliates are
referred to herein as "PURCHASER." The Agreement is amended as set forth below.
ARTICLE 1 PURCHASE COMMITMENT
1. The "Kentucky and Tennessee BTAs" are defined as:
Bowling Green-Glasgow, KY [#052];
Clarksville, TN /Hopkinsville, KY [#083];
Cookeville, TN [#096];
Corbin, KY [#098];
Evansville, IN [#135];
Knoxville, TN [#232];
Lexington, KY [#252];
Louisville, KY [#263];
Madisonville, KY [#273];
Nashville, TN [#314];
Owensboro, KY [#338];
Paducah-Xxxxxx-Mayfield, KY [#339]; and
Somerset, KY [#423].
Unless stated otherwise, the Kentucky and Tennessee BTAs
together comprise one (1) Market.
2. Amend the Agreement Article 1.29 as follows:
a) DELETE: "... except as modified or clarified in the September
17, 1995 Request for Quotation ("RFQ"), issued by Purchaser,
SELLER's October 17, 1995 response to the RFQ, and the
Requests for Clarifications and Responses thereto set forth as
Attachment N."
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b) REPLACE WITH: "...except as modified or clarified in the
September 17, 1995 Request for Quotation ("RFQ") or the May 8,
1997 Request for Quotation ("RFQII") issued by PURCHASER,
SELLER's October 17, 1995 response to the RFQ, SELLER's June
9, 1997 response to RFQII, PURCHASER's Requests for
Clarifications of SELLER's responses to the RFQ and RFQII, and
SELLER's Responses PURCHASER's Requests for Clarifications, as
set forth in Attachment N."
3. Upon the terms and conditions as set forth in the Agreement and the
Amendment, PURCHASER hereby agrees to purchase from SELLER, and SELLER
hereby agrees to sell to PURCHASER for installation and operation in
the Atlanta, Birmingham, Jacksonville, and Memphis/Xxxxxxx MTAs and the
Kentucky and Tennessee BTAs, or such other markets or locations as
PURCHASER may specify, the Initial Configuration of the System,
including the Equipment, Software, Installation and any Documentation
ordered therefor, OSS, as well as any other services described in the
Agreement as may be ordered by PURCHASER as part of the Initial
Configuration. SELLER shall render such services provided that
PURCHASER is in compliance in all material respects with its
obligations and requirements under the Agreement and Amendment. The
parties shall mutually agree to a schedule for buildout of the Kentucky
and Tennessee BTAs.
4. Amend the Agreement Article 2.2 as follows:
a) DELETE: "... under the same terms and conditions as set forth
herein, ..."
b) REPLACE WITH: "...under the terms and conditions set forth in
the Agreement."
5. Amend the Agreement Article 2.3, "Scope of Agreement," as follows:
a) DELETE: "...PURCHASER would utilize SELLER as the exclusive
PCS 1900 Equipment provider for a term of 3 years for the
Atlanta MTA as well as the three MTAs, as set forth more fully
below..."
b) REPLACE WITH: "...PURCHASER would utilize SELLER as the
exclusive PCS 1900 Equipment provider for the Birmingham,
Memphis/Xxxxxxx, Jacksonville, and Atlanta MTAs and for the
Kentucky and Tennessee BTAs, as set forth more fully below..."
c) DELETE: "...The term of exclusivity would run independently
for each MTA, and would commence six (6) months prior to the
date of Acceptance for such MTA, as set forth in Article 9,
and end three (3) years thereafter..."
d) REPLACE WITH: "...The term of exclusivity would run
simultaneously for the Birmingham, Memphis/Xxxxxxx,
Jacksonville, and Atlanta MTAs and for the Kentucky and
Tennessee BTAs, and would commence on March 4, 1996, and end
on December 31, 2001..."
e) DELETE: "PURCHASER's grant of exclusivity is conditioned upon
SELLER continuing to make available to PURCHASER sufficient
quantities of PCS 1900 equipment, under the terms and
conditions of this Agreement, to meet PURCHASER's needs in all
of the MTAs."
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f) REPLACE WITH: "PURCHASER's grant of exclusivity is conditioned
upon SELLER continuing to make available to PURCHASER
sufficient quantities of PCS 1900 equipment, under the terms
and conditions of the Agreement to meet PURCHASER's needs in
all of the MTAs and the Kentucky and Tennessee BTAs."
6. Agreement Article 2.4 is deleted and replaced by the following:
"In addition to the requirements of Section 2.3 above,
PURCHASER's grant of exclusivity shall automatically terminate
in the event that SELLER fails to meet the 31 August 1998
commercial in-service date for the Initial Configuration for
the Kentucky and Tennessee BTAs. In addition, the grant of
exclusivity will automatically terminate (i) if the SELLER is
in default of any material term of the Agreement, the
Financing Agreement or the Preferred Stock Agreement and fails
to cure such default within ten (10) days written notice of
such default; (ii) upon termination of this Agreement or
Amendment as provided in Article 24; or (iii) any claim by
SELLER of force majeur under Article 10.3 hereto."
In the event that SELLER fails to meet the commercial
in-service date for the Kentucky and Tennessee BTAs,
exclusivity shall remain in effect for the Birmingham,
Memphis/Xxxxxxx, Jacksonville, and Atlanta MTAs according to
the terms of the Acquisition Agreement dated 4 March 1996.
7. Agreement Article 3 is deleted and replaced by the following:
"ARTICLE 3 TERM OF AGREEMENT
This Agreement shall commence 4 March 1996 and continue until
31 August 2002 (hereinafter, the "Term") unless terminated on
an earlier date as provided herein, except as to those
provisions which by their express terms survive such
termination."
8. Agreement Article 4, Section 4.8, is amended as follows:
a) ADD: "If at any time during the Term, SELLER contracts with
another customer for the purchase or delivery of equipment,
products, services, or other deliverables similar to the
deliverables SELLER provides PURCHASER, on a basis that
provides more favorable prices to the customer than those
provided to PURCHASER, for comparable or lower volumes, SELLER
shall apply the more favorable prices to the deliverables
which, as of the effective date of such more favorable
pricing, have been ordered by PURCHASER. An executive officer
with SELLER will certify for the PURCHASER, in writing, that
the prices SELLER gives to PURCHASER are comparable to or more
favorable than prices SELLER gives to its other customers
during the term of this Agreement. Such certification will be
given at least annually beginning during the 1999 calendar
year."
b) DELETE: "or prices offered to another SELLER customer when
such customer makes bulk purchase of a Product; provided,
however, that the purchase of an initial configuration for a
system shall not be considered a "bulk" purchase for purposes
of this sentence."
c) REPLACE: "...Most Favored Pricing will not apply to prices
offered to new customers as an incentive to change out an
entire built-out PCS system..."
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WITH: "...Most Favored Pricing will not apply to prices
offered to new customers for an Initial Configuration or as an
incentive to change out an entire built-out PCS system..."
9. Agreement Article 10.1(a) is amended by the addition of the following:
"PURCHASER shall also be entitled to, and SELLER shall pay to
PURCHASER, damages in accordance with this Paragraph if, due
solely to SELLER's fault or negligence, installation and
Acceptance of the Initial Configuration of the Kentucky and
Tennessee BTAs do not occur before the applicable dates
negotiated by the parties."
10. The term "Agreement," wherever used in the Acquisition Agreement
entered between the parties on March 4, 1996, shall be defined to
include said Acquisition Agreement and this Agreement.
11. Agreement Article 29 is amended by replacing the name and the addresses
for notifying the PURCHASER with the following:
"Powertel PCS, Inc.
c/o Xxxx Xxxxxx, Vice-President/General Counsel
0000 X.X. Xxxxxxx Xxxxx
Xxxx Xxxxx, XX 00000"
12. Upon request by PURCHASER, SELLER agrees to negotiate in good faith a
performance-based Systems Support Agreement to be effective from the
end of the Warranty Period until December 31, 2001 for all of
PURCHASER's Markets. A Market is defined as (1) the PURCHASER's
combined Kentucky and Tennessee BTAs; (2) the Atlanta, Georgia MTA; (3)
the Birmingham, Alabama MTA; (4) the Jacksonville, Florida MTA; or (5)
the Memphis, Tennessee / Jackson, Mississippi MTA. Such negotiation
will be based upon the prices and terms in the 4 March 1996 Acquisition
Agreement.
13. PURCHASER and SELLER shall jointly agree upon a scheduled date certain
for the Kentucky and Tennessee BTA Initial Configuration. PURCHASER and
SELLER shall also jointly agree upon a project implementation schedule
for the Kentucky and Tennessee BTAs. PURCHASER and SELLER shall attempt
to reach agreement on said schedules and dates no later than sixty (60)
days from the date this Amendment is signed.
14. Except as expressly modified by this Amendment, or by updated
attachments to the Agreement as provided below, the Agreement shall
continue in full force and effect in accordance with its original terms
and conditions. In the event of any conflict or inconsistency among the
provisions of the Amendment, the attachments, or the Agreement, such
conflict or inconsistency shall be resolved by giving precedence first
to the Amendment, next to the updated attachments to the Agreement, and
finally to the Agreement.
15. Agreement Article 38 is amended as follows:
a) DELETE: "This Agreement, the RFQ and its supplements and
SELLER's responses thereto, and the Attachments referenced
herein constitute the entire Agreement..."
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b) REPLACE WITH: "This Agreement, the RFQ and its supplements and
SELLER's responses thereto, the RFQII, SELLER's 9 June 1997
Response to RFQII, PURCHASER's Requests for Clarification of
SELLER's 9 June 1997 Response, and SELLER's Responses to
PURCHASER's Requests for Clarification, and the Attachments,
as referenced herein and subsequently updated by the parties,
constitute the entire Agreement..."
ARTICLE 2 INCENTIVE COMMITMENT
1. SELLER grants PURCHASER free BSC hardware worth *** of the net price of
the BTS hardware deliveries through the end of 1998 for the Kentucky
and Tennessee BTAs. This incentive is capped at a maximum of ***.
2. SELLER grants PURCHASER RF services credit worth *** of the net price
of the BTS hardware deliveries through the end of 1998 for the Kentucky
and Tennessee BTAs. This incentive is capped at a maximum of ***. This
credit is effective on orders placed for services scheduled to occur
after 1 January 1998 and may be used for any RF services purchased from
SELLER for any of PURCHASER's markets. This credit is updated monthly
based on the BTS deliveries completed for the Kentucky and Tennessee
BTAs. This credit replaces the specific RF Verification and RF
Optimization incentives described in Agreement Attachment A, Sections
3.5 and 3.6 for the Kentucky and Tennessee BTAs.
3. SELLER grants PURCHASER a cooperative advertising incentive worth ***
of the net sales price of the Kentucky and Tennessee BTA Initial
Configuration. This incentive is capped at a maximum of *** and is
effective 1 January 1998. The application of this incentive is more
fully described in Agreement Article 25.
4. SELLER grants PURCHASER a technical training credit for the courses and
quantities specified in Section 3.7 of Agreement Attachment A based on
the Initial Configuration for the Kentucky and Tennessee BTAs.
5. PURCHASER will issue payment to SELLER for all invoices related to
delivery and installation of SELLER's PBX product through the date of
this Agreement. If PURCHASER grants SELLER exclusivity for its PBX-ACD
product line through the year 2001, subject to PURCHASER's current
PBX-ACD RFQ evaluation, SELLER will give PURCHASER credit ***.
PURCHASER's evaluation of SELLER's PBX-ACD product should be completed
prior to 31 December 1997. If PURCHASER selects another vendor for its
PBX or ACD products, such selection will not effect any other terms or
conditions of the Agreement.
ARTICLE 3 DISCOUNT COMMITMENT
1. Agreement Attachment A is hereby amended to include the following
volume discount steps and conditions. These volume discounts are
applied to the list prices less Initial System Discount as fully
described in Agreement Attachment A, Section 2.2 and as shown in the
following formula:
Net Price = List Price x (***) x (***)
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*** Omitted pursuant to a request for confidential treatment and filed
separately with the Commission.
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For example, a BTS hardware unit purchased for Kentucky in 1998 is
priced as follows using a ***volume discount according to paragraph
1.a.ii:
Net Price = List Price x (***) x (***) = List Price x ***
Only a single volume discount is applied to each item purchased. The
volume discounts specified in Section 2.2 of Agreement Attachment A are
used unless a different volume discount is applied by the amendment.
a) PURCHASER will receive the following volume discounts for MSC,
HLR, BSC, and BTS hardware:
i) A *** volume discount effective on orders placed
after the date of signing of this amendment for the
Birmingham, Memphis/Xxxxxxx, and Jacksonville MTAs
effective through 31 December 1997;
ii) A *** volume discount effective for orders placed for
delivery after 1 January 1998 for the Birmingham,
Memphis/Xxxxxxx, and Jacksonville MTAs and for the
Kentucky and Tennessee BTAs;
iii) A *** volume discount for Expansions beyond the
Atlanta MTA Initial Configuration;
iv) SELLER grants PURCHASER a *** volume discount for one
MSC and one BSC to be delivered during 1997 for the
Kentucky and Tennessee BTAs. If needed for the
Nashville buildout, PURCHASER may purchase, using the
*** volume discount, up to 30 BTSs from SELLER for
delivery during 1997.
b) PURCHASER will receive the following volume discounts for BSC
software:
i) A *** volume discount effective on orders placed
after the date of signing of this amendment for the
Birmingham, Memphis/Xxxxxxx, Jacksonville, and
Atlanta MTAs effective through 31 December 1997;
ii) A *** volume discount effective on orders placed
after 1 January 1998 for the Birmingham,
Memphis/Xxxxxxx, Jacksonville, and Atlanta MTAs;
iii) A *** volume discount effective on orders placed
after the date of signing of this amendment for the
Kentucky and Tennessee BTAs.
c) PURCHASER will receive the following volume discounts for MSC
software:
i) A *** volume discount effective on orders placed
after the date of signing of this amendment for the
Kentucky and Tennessee BTAs;
ii) Volume discount steps applied to all markets as
defined in Agreement Attachment A using the
cumulative ETCs ordered for all markets including the
Kentucky and Tennessee BTAs.
d) PURCHASER will receive a *** volume discount on Power Hardware
effective on orders placed after 9 June 1997 for all markets
including the Kentucky and Tennessee BTAs.
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*** Omitted pursuant to a request for confidential treatment and filed
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2. Agreement Attachment A is hereby amended to reflect the following BTS
hardware price reductions:
a) A BTS cabinet list price reduction from *** to *** effective
on orders placed for delivery after 1 January 1998 for all
markets;
b) A LNA/TMA list price reduction from *** to *** per unit
effective on orders placed after the date of signing of this
amendment for the Birmingham, Memphis/Xxxxxxx, and
Jacksonville MTAs and for the Kentucky and Tennessee BTAs;
c) A LNA/TMA list price reduction from *** to *** per unit
effective for Expansions to the Atlanta MTA Initial
Configuration (BTSs ordered beyond PURCHASER's commitment of
*** TRUs);
d) A 2-TRU micro-BTS (RBS 2301) discounted sales price reduction
to ***;
e) An active antenna (single-carrier) discounted sales price
reduction to ***.
3. Agreement Attachment A is hereby amended to reflect the following BTS
installation price changes:
a) A single-cabinet BTS installation price of *** for the
Birmingham, Memphis/Xxxxxxx and Jacksonville MTAs and for the
Kentucky and Tennessee BTAs;
b) A single-cabinet BTS installation price of *** for Expansions
to the Atlanta MTA Initial Configuration.
ARTICLE 4 SOFTWARE PRICING
1. List software pricing for the MSC and BSC nodes quoted in SELLER's
Kentucky and Tennessee RFQII response is as follows:
MSC/VLR Software *** per ETC
BSC/TRC Software *** per TRU
These software prices are applicable only to new nodes being installed
at the CMS 40 R7 software level. Other nodes, or nodes being placed
into service at CMS 40 R3 level, will be priced using the PURCHASER's
current software prices.
2. SELLER agrees to negotiate in good faith for all markets the sale of
certain BSC software features on a per-BSC level.
3. SELLER agrees to negotiate in good faith for all markets the sale of
certain MSC/VLR end-user software features on a per 5,000-subscriber
basis.
4. SELLER agrees to provide CMS 40 R7 software pricing for all MSCs and
BSCs ordered for the Kentucky and Tennessee BTAs. For MSCs and BSCs
requested by PURCHASER to be installed prior to the availability of CMS
40 R7, SELLER's CMS 40 R3 software will be installed. SELLER will
provide the R3 to R7 upgrade software for these nodes, excluding
upgrade services and any necessary hardware, free of charge to
PURCHASER once CMS 40 R7 is available.
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*** Omitted pursuant to a request for confidential treatment and filed
separately with the Commission.
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ARTICLE 5 AGREEMENT ATTACHMENT UPDATES
1. The following Agreement Attachments are updated with the Attachments as
provided below:
a) Agreement Attachment A is amended to add Appendix IX, document
number EUS/RO/IM-97:072, Revision B. This description of
included basic and optional software features applies to MSC
and BSC elements for the Kentucky and Tennessee BTAs installed
at the CMS 40 R7 level. Previous software pricing applies to
other PURCHASER markets, other CMS 40 nodes, and for all nodes
installed in the Kentucky and Tennessee BTAs at the CMS 40 R3
level.
b) Agreement Attachment A is amended to add Appendix X, document
number EUS/RO/IM-97:073, Revision B, which specifies the
optional, non-purchased software features available for CMS 40
R7.
c) Agreement Attachment A is amended to add Appendix XI, document
number EUS/RO/IM-97:069, Revision B, which specifies the new
BSC hardware available for CMS 40 R7. BSC nodes installed at
the CMS 40 R3 level will be priced according to the previous
Agreement.
d) Agreement Attachment N is amended to add SELLER's response
(the "Response"), dated June 9, 1997, to PURCHASER's Request
for Quotation for Network Equipment to serve the Kentucky and
Tennessee BTAs, and PURCHASER's requests for clarification to
the Response and SELLER's answers to PURCHASER's requests for
clarification. Attachment N is incorporated herein by
reference except as modified by the Amendment.
e) Agreement Attachment A is amended to add Appendix XII,
document number EUS/RO/IM-97:192, Revision A, which specifies
the Initial Configuration and pricing for the Kentucky and
Tennessee BTAs.
f) SELLER agrees to maintain sufficient staffing in its West
Point core office and its local market offices in order to
support PURCHASER's Initial Configuration network build-out.
This support staff organization consists of project
management, implementation, and system support resources.
Project management and implementation resources will be
provided by SELLER sufficient to implement all PURCHASER
Initial Configurations, including the Atlanta MTA and the
Kentucky and Tennessee BTAs. SELLER will establish a local
operations office in Kentucky in order to support the Kentucky
and Tennessee BTA Initial Configuration build-out.
SELLER will maintain system support (R-TAC) staffing in West
Point during the Warranty Period. After the Warranty Period,
SELLER's continuation of local support is contingent upon
successful negotiation of a performance-based support
agreement for all of PURCHASER's Markets.
SELLER's support of PURCHASER, including its level of staffing
and the organization of its staff, must be consistent with
Section 1.9 of SELLER's response to RFQII and SELLER's support
of PURCHASER's network build-out of the Birmingham,
Jacksonville, and Memphis MTAs.
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2. PURCHASER and SELLER shall negotiate in good faith and jointly agree to
updates or replacements for all of the Agreement's Attachments, which
shall be incorporated by reference into the Amendment, to make the
Attachments conform to the parties agreement as set forth in the
Amendment and SELLER's response to RFQII.
3. PURCHASER understands that SELLER will price all MSC, HLR, BSC, and BTS
hardware according to the hardware configurations defined at the time
of purchase using the unit and package prices in the Appendices of
Agreement Attachment A. New AXE hardware is priced by SELLER based on
prices for equivalent functionality in older hardware versions.
ARTICLE 6 SYSTEM PERFORMANCE
1. SELLER agrees to provide PURCHASER a performance based credit for
system down-time. SELLER will give PURCHASER a CMS 40 system
infrastructure credit of *** during the period of 5:00 a.m. to 12:00
midnight (hereinafter "Prime Time") for outages proximately caused by
SELLER's acts or omissions related to the failure of equipment
manufactured, engineered and installed by SELLER or related to software
developed and installed by SELLER. This credit is capped at *** per
Market per year. SELLER's payment shall be mitigated to the extent
SELLER shows outage has been caused by PURCHASER.
2. The outage must be fully documented by PURCHASER and the SELLER must be
provided information reasonably requested by SELLER regarding the
number of effected subscribers and the length of the outage. Software
upgrades installed solely at PURCHASER's request (when such request
specifies the upgrade is to made during Prime Time), First Office
Applications ("FOAs"), and other activities specifically requested by
PURCHASER to be performed by SELLER during Prime Time are excluded from
these penalties.
These system performance penalties are effective during the Warranty
Period. At the end of the Warranty Period, SELLER will negotiate a
performance-based support agreement with PURCHASER.
ARTICLE 7 FINANCING
1. PURCHASER can use financing secured by SELLER for the Kentucky and
Tennessee BTAs for professional services purchased from SELLER. A
financed limit of *** applies to additional services purchased beyond
the engineering and installation sold with each network element.
2. PURCHASER and SELLER agree to negotiate a credit agreement in good
faith as described in Section 1.4 of SELLER's response to RFQII.
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*** Omitted pursuant to a request for confidential treatment and filed
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ARTICLE 8 SOFTWARE SUBSCRIPTION
1. Agreement Attachment A is hereby amended to include the following
software subscription description and pricing.
a) The software subscription offered by SELLER allows PURCHASER
to receive the following deliverables for a quarterly fee.
These items only apply to nodes for which software has been
previously purchased.
i) New CMS 40 system releases consisting of basic
features installed and tested in a single node by
SELLER and released to PURCHASER;
ii) Enhancements to optional features previously
purchased by PURCHASER installed and tested in a
single node by SELLER and released to PURCHASER;
iii) A three (3) month trial period for optional feature
packages excluding any required hardware, DT changes,
or engineering or testing services provided by
SELLER;
iv) Software updates for AXE nodes to be released to
PURCHASER;
v) Software corrections installed by SELLER in one node
and released to PURCHASER.
b) The software subscription consists of a two (2) year contract
with eight (8) quarterly payments based on the number of nodes
in PURCHASER's network. The quarterly prices per node with the
*** Initial System Discount applied are as follows:
AXE Nodes (MSC, BSC, HLR) *** per node
Remote BSC *** per node
OSS Node *** per node
SOG and BGw Nodes *** per node
Volume discounts do not apply to the software subscription
purchase. Payments are made at the end of each calendar
quarter based on the number of nodes in PURCHASER's network at
the time of the payment. The software subscription can be
started at any time and guarantees PURCHASER three (3) CMS 40
system release upgrades.
SELLER grants PURCHASER an option to extend this two year
software subscription for an additional year under the same
terms if the PURCHASER exercises its option during the first
year of the software subscription. If PURCHASER elects to
extend the software subscription within the first year, a
discount of *** will be applied to the second and third year
prices (quarterly payments five through twelve).
If PURCHASER originally commits to a three year software
subscription, a *** discount will apply to all twelve (12)
quarterly payments.
c) The purchase of a software subscription must be accompanied by
a System Support Agreement beyond the Warranty Period.
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*** Omitted pursuant to a request for confidential treatment and filed
separately with the Commission.
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ARTICLE 9 LEGAL COMPLIANCE
1. SELLER shall comply with the legal requirements for advanced lawful
intercept (CALEA) upon the schedule required by law, including any
extensions that may be granted as provided below. The price for the
CALEA intercept feature shall be commercially reasonable and shall be
identified by SELLER as the feature is further along in the development
process.
2. If SELLER is unable to meet the legally required implementation date
for CALEA, PURCHASER will seek a reasonable extension of such date upon
written request by SELLER. If granted such extension, SELLER's failure
shall not be deemed to be a default of this Agreement. SELLER shall
promptly reimburse PURCHASER for its reasonable legal and other
expenses in requesting such extension, when SELLER is primarily the
cause for requesting such extension, whether or not granted.
3. Should PURCHASER be fined or otherwise have a monetary forfeiture
imposed upon it by a governmental agency for PURCHASER's failure to
meet the CALEA compliance date where such failure is due to SELLER's
inability to timely deliver such feature, SELLER shall reimburse
PURCHASER for the same.
4. SELLER represents and warrants that its equipment and software will
comply, and will enable PURCHASER to comply, with all applicable
federal, state, and local laws, regulations, and codes. The price to
PURCHASER for equipment and software necessary for compliance to such
laws, regulations, and codes shall be commercially reasonable, unless
priced under the Agreement.
AGREED TO AND EXECUTED THIS 2ND DAY OF SEPTEMBER 1997
SELLER PURCHASER
Ericsson Inc. Powertel PCS, Inc.
/s/ Xx Xxxxxxx 9/2/97 /s/ Xxxxx X. Xxxxx 9/2/97
---------------------------------- -----------------------------------------
Signature and Date Signature and Date
Xx Xxxxxxx Xxxxx X. Xxxxx
President & C.E.O. President & C.E.O.
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