SECONDMENT AGREEMENT
THIS SECONDMENT AGREEMENT (the "Secondment Agreement") is entered into as
of April 3, 2000 (the "Effective Date"), by and among Xxxx Atlantic Corporation,
a Delaware Corporation ("Xxxx Atlantic"); Vodafone AirTouch Plc, an English
public limited company (and, together with the Vodafone Affiliates, "Vodafone")
and together with Xxxx Atlantic, the "Partners" (and each, individually, a
"Partner"); and Cellco Partnership, a Delaware general partnership ("Cellco")
and together with Xxxx Atlantic and Vodafone, the "Parties" (and each,
individually, a "Party");
WHEREAS, Xxxx Atlantic and Vodafone have entered into that certain U.S.
Wireless Alliance Agreement dated as of September 21, 1999 (the "Alliance
Agreement"), to enable Xxxx Atlantic and Vodafone to realize economies of scale
and scope and other efficiencies in the operation of certain communication
businesses by coordinating wireless services and owning, operating, managing,
maintaining and constructing cellular systems, personal communications systems
and other wireless communications systems;
WHEREAS, such joint venture shall in part consist of the partnership that
is Cellco, the formation and operation of which is set forth in the Amended and
Restated Agreement of Limited Partnership (the "Partnership Agreement") dated
as of July 1, 1995, as it may be amended from time to time;
WHEREAS, the Alliance Agreement contemplates a "Stage I Closing" under
which Vodafone will contribute certain of its wireless assets, and become a
partner in Cellco after the amendment of the current Partnership Agreement
(following which the joint venture shall be referred to as the "Partnership");
and a "Stage II Closing," upon which additional assets will be contributed to
the Partnership by Vodafone, Xxxx Atlantic, or both entities;
WHEREAS, certain employees of Vodafone may provide services to the
Partnership following the Stage I Closing and, possibly, the Stage II Closing;
and
WHEREAS, the Parties wish to enter into an agreement relating to the
provision and transfer of employees to the Partnership.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, the sufficiency of which is hereby acknowledged, the Parties
hereto, intending to be legally bound, agree as follows:
ARTICLE 1
DEFINITIONS
"Effective Date" means the date of the Stage I Closing.
"Entity" means any corporation, firm, unincorporated organization, association,
partnership, limited liability company, trust (inter vivos or testamentary),
estate of a deceased, insane or incompetent individual, business trust, joint
stock company, joint venture or other organization, entity or business, whether
acting in an individual, fiduciary or other capacity, or any Governmental
Authority.
"Governmental Authority" means any federal, state, territorial, county,
municipal, local or other government or governmental agency or body or any
other type of regulatory body, whether Domestic or foreign, including without
limitation, the FCC and the FAA.
"Indemnified Damages" means any and all judgments, interest on such judgments,
fines, penalties, charges, costs, amounts paid in settlement, expenses and
reasonable attorneys' fees incurred in connection with any action, claim, suit,
inquiry, proceeding, investigation or appeal taken from the foregoing by or
before any court of governmental, administrative or other regulatory agency,
body or commission, whether pending or threatened, and whether or not the
Partnership is a party thereto.
"Loaned Employee" means a Vodafone Employee on the payroll of Vodafone who
provides services to the Partnership pursuant to this Secondment Agreement, or
a Vodafone Employee on an approved leave of absence or absent due to excused
sickness or short-term disability, to the extent such individual has
reinstatement rights, assuming that had the individual been reinstated, the
individual would have been a "Vodafone Employee."
"Partnership" means Cellco, after the amendment and restatement of the current
Cellco Partnership Agreement and the consummation of the Stage I Closing.
"Person" means any natural person or Entity.
"Secondment Ending Date" means the date on which the Secondment arrangement
ends. The date is December 31, 2000, if the Stage I Closing occurs on or before
September 30, 2000, or December 31, 2001, if the Stage I Closing occurs after
September 30, 2000.
"Secondment Period" means the period during which Vodafone Employees who would
otherwise have commenced employment with the Partnership as of the Stage I
Closing provide services to the Partnership on a seconded basis pursuant to
this Secondment Agreement. The Secondment Period ends on the Secondment Ending
Date.
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"Stage I Closing" is the date of the consummation of the first step of the
transaction under which Vodafone contributes certain wireless assets to, and
becomes a partner in, the Partnership.
"Stage II Closing" is the date of consummation of the second step of the
transaction. It is contemplated that on this date, additional wireless assets
would be contributed by the Parties to the Partnership. The Stage II Closing is
intended to occur on or before the earlier of the first anniversary of the
Stage I Closing, and the tenth Business Day after the date Xxxx Atlantic either
acquires GTE corporation ("GTE"), or the date Xxxx Atlantic no longer has any
right to acquire GTE.
"Vodafone Affiliate" means, with respect to Vodafone, any other Person directly
or indirectly controlling, controlled by, or under common control with,
Vodafone; and "control" means (i) the ownership of more than 50% of the voting
securities or other voting interests of another Person, or (ii) the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of such Person, whether through the ownership of voting
shares, by Contract or otherwise; provided, however, that the Partnership from
and after the Stage I Closing and PrimeCo Personal Communications, L.P.
("PrimeCo") shall not be deemed to be an Affiliate of Vodafone for purposes of
this Agreement.
"Vodafone Employees" means, as of the applicable date referenced in the
applicable provisions of the Alliance Agreement, the Disclosure Schedules
(whenever delivered) and the various agreements attached to the Alliance
Agreement as Exhibits, (i) each common law employee of Vodafone which, by
itself or by means of any entity controlled by it, is contributing Conveyed
Assets to the Partnership, if such employee holds a position, substantially all
of the duties and responsibilities of which pertain to one or more of the
Conveyed Assets; (ii) each common law employee of the Vodafone Conveyed
Subsidiaries or Vodafone Conveyed Partnerships, if such employee holds a
position, substantially all of the duties and responsibilities of which pertain
to the Vodafone Wireless Business; (iii) any common law employee of Vodafone
(including AirTouch Support Services, Inc.), if such employee holds a position
substantially all of the duties and responsibilities of which pertain to the
Vodafone Wireless Business; and (iv) any common law employee on an approved
leave of absence or absent due to excused sickness or short-term disability, to
the extent that such individual has reinstatement rights, if such employee
would otherwise be considered a Vodafone Employee; provided, however, that the
term "Vodafone Employees" shall (A) exclude any individual employed by AirTouch
International or any subsidiary of that company; (B) exclude any individual
employed by AirTouch Communications, Inc. if such individual is located in San
Francisco or Walnut Creek, except for up to the 50 individuals as mutually
agreed upon by the Parties and identified on Attachment A hereto; and (C)
exclude any individual employed by AirTouch Satellite Services, Inc., or any
Vodafone Affiliate which is not a corporation or partnership owned by AirTouch
Communications, Inc. and any individual who is a director or member of the
executive committee of Vodafone.
Notwithstanding the foregoing, the Parties recognize that issues relating to
organizational structure may impact this definition and agree to continue to
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cooperate in good faith if amendment of this definition is required by such
organizational changes and/or changes in the Alliance Agreement. With respect
to the Stage I Closing, the Secondment Agreement only applies to Vodafone
Employees who qualify as such with respect to the contributed assets following
such Closing.
Any other defined terms shall have the meaning set forth in the Alliance
Agreement.
ARTICLE 2
SECONDED EMPLOYEE SERVICES
2.1 Employee Services to Partnership. Until the Secondment Ending Date,
the Partnership shall engage Vodafone Employees as staff of the Partnership.
The seconding program shall operate as follows:
(a) Seconded employees will remain employees of Vodafone, but will perform
services exclusively for the Partnership; provided, however, that Vodafone
Employees identified on the Vodafone payroll records as employees of ATC-SHRS
will be seconded to, and perform services exclusively for, AirTouch Support
Services, LLC (or any successor thereto), which will be a wholly-owned
subsidiary of the Partnership after the Stage I Closing.
(b) All individuals who meet the definition of Vodafone Employee on the
date of the Stage I Closing or any subsequent closing or contribution of
Conveyed Assets to the Partnership and have not received prior written notice
of non-selection shall be seconded. Cellco management shall determine the
number of employees (including Vodafone Employees) needed to staff the
Partnership.
(c) Cellco management may designate an employee of Vodafone who is not
otherwise a "Vodafone Employee" as a Vodafone Employee for purposes of this
Secondment Agreement, in which case the individual shall be deemed to be a
Vodafone Employee for all purposes of this Agreement. Such designation shall be
made in writing by the CEO of Cellco or his delegate.
(d) In the event of any question concerning whether an employee of
Vodafone is a "Vodafone Employee" for purposes of this Agreement, the decision
of the CEO of Cellco or his delegate shall be final and binding upon the
parties.
(e) Newly hired employees after the Stage I Closing at locations where
Vodafone Employees perform services shall, at the designation of the CEO of
Cellco or his delegate, be treated either as a Vodafone Employee and covered by
this Secondment Agreement, or as a Partnership employee, in which case this
Secondment Agreement shall not apply to the terms and conditions of their
employment.
2.2 Reimbursement for Relocation. If services in a position at the
Partnership by a Loaned Employee requires relocation of the Loaned Employee,
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the Partnership shall reimburse Vodafone for the cost of such relocation
consistent with the terms of Vodafone's relocation plan that is generally
applicable to all employees of Vodafone as in effect on the date of the
relocation.
ARTICLE 3
TERMS OF LOANED EMPLOYMENT
3.1 Loaned Employee Services. Loaned Employees shall remain on the payroll
of a Vodafone Affiliate throughout the Secondment Period while providing
services to the Partnership. The Partnership shall direct and control the
Loaned Employees in the manner and method of performing services for the
Partnership, provided that the Partnership shall not direct any Loaned Employee
to act or omit to act where such act or omission would violate applicable law
or sound and prudent industry practices. Vodafone makes no warranties or
representations concerning the services of the Loaned Employees, whether
express or implied. Until the end of the Nonsolicitation Period, Vodafone shall
not Solicit for hire any Loaned Employee without the written consent of the
Vice President of Human Resources of the Partnership. Until the end of the
Nonsolicitation Period, neither Xxxx Atlantic nor the Partnership shall Solicit
any Retained Vodafone Employee without the written consent of the Vice
President of Human Resources of AirTouch Communications, Inc.
3.2 Cost Reimbursement. The Partnership shall reimburse Vodafone for the
salary or wages and the employee benefits applicable to each Loaned Employee on
the basis of the actual costs shown for such items on Vodafone's books in
accordance with United States Generally Accepted Accounting Principles ("U.S.
GAAP"), including accruals for such costs, for each payroll cycle. For
administration and reconciliation of the cost reimbursement, Vodafone shall
segregate all Loaned Employees from all other Vodafone employees.
(a) For this purpose, "salary or wages" shall mean the following amounts
paid after the date of the Stage I Closing: (i) any salary, wages, commissions,
and overtime pay, (ii) vacation pay, (iii) payments received during a paid
leave of absence, (iv) any short-term or long-term cash incentives and (v) any
retention incentives paid with Partnership approval in accordance with Section
5.5(e) of the Alliance Agreement.
(b) For this purpose, "employee benefits" means the employee benefit
programs available to the Loaned Employees as employees of Vodafone.
(c) Notwithstanding (a) and (b), the Partnership shall not reimburse
Vodafone for any equity compensation (including stock or value appreciation
rights) in accordance with Section 5.5(b)(iv) of the Alliance Agreement, or,
except as set forth in Section 3.9, any severance.
(d) Notwithstanding (a) and (b), the Partnership shall not reimburse
Vodafone for a compensation or benefit liability or obligation with respect to
a period of service prior to the first date on which the Loaned Employee
rendered services to the Partnership or otherwise was properly classified as a
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Loaned Employee. By way of example, if the Stage I Closing were to occur on
April 30, 2000, and a short term bonus was determined as payable for calendar
year 2000 to Loaned Employees, Vodafone would be responsible for 100% of the
short term bonus attributable to the 4/12ths of the year prior to the Stage I
Closing, and the Partnership would be responsible for the other 8/12ths.
(e) Notwithstanding (a) and (b), if the Partnership has incurred an
expense for a particular benefit or item of compensation for a Loaned Employee,
it shall not pay or assume liability for such expense a second time. By way of
example, any charges for health services rendered to Loaned Employees or their
covered dependents prior to the Secondment Ending Date shall not be the
responsibility of the Partnership if the cost of coverage would have been
covered in an earlier invoice.
(f) Base pay shall continue to be administered in the normal course of
business for any Loaned Employee. Vodafone will base its 2000 merit increase
budget and any associated equity adjustments on its analysis of competitive
practice and business need; provided, however, any aggregate increase above
5.5% of cash compensation shall not be reimbursed by the Partnership. If the
Secondment Period extends into 2001, the Partnership will appoint a committee
with participation from both Parties to determine merit and equity budgets
based on competitive practice and business needs.
(g) Cash-based short term and long term incentive plans shall continue
without change for the Secondment Period, except as follows: (i) the
Partnership may offer and a Vodafone Employee may accept, an offer of
secondment at a base salary and short term incentive target determined by the
Partnership; and (ii) the CEO of the Partnership may change the short term
incentive numeric targets for the year 2000 performance measures and/or, if
existing measures are impracticable to measure as a result of organizational
changes, the performance measures themselves. With respect to the long term
incentive plan, the Parties agree to cooperate and use best efforts to address
the treatment of the Vodafone long term cash incentive plan for executives who
transfer to the Partnership; provided, however, Vodafone shall make no changes
to such plan without the written consent of the CEO of the Partnership.
(h) On a semi-monthly basis, five days after the end of a payroll cycle,
Vodafone shall submit an invoice to the Partnership for the cost reimbursements
described in this Section 3.2. The invoice shall reflect actual costs shown on
Vodafone's books in accordance with U.S. GAAP, including accruals for such
costs and any credits for pension costs, for the applicable payroll period
using the prior period as an estimate of the mid-month invoice. The Partnership
shall remit payment to Vodafone by wire transfer within 10 days after receiving
the invoice. Upon 10 days prior notice, the Partnership shall have the right to
audit the charges and accruals indicated on an invoice at a time mutually
agreed upon by the Partnership and Vodafone, which right to audit shall
continue for 90 days after the end of the Secondment Period.
3.3 Employee Benefit Programs. Loaned Employees shall continue to
participate in (or, in the case of a new hire, shall participate in) the
employee benefit programs available to them as employees of Vodafone. Loaned
Employees shall also be subject to the Vodafone policies regarding holidays,
leaves of absence, FMLA and vacation. The Partnership shall in its discretion
determine work policies and work schedules at designated locations for all
Loaned Employees. All Loaned Employees shall receive and shall comply with the
Partnership's Code of Business Conduct as a condition of their loaned
employment. Nothing in this Article 3 shall preclude the Parties from studying
the efficacy of implementing short-term and long-term incentive objectives
common to Vodafone and the Partnership.
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3.4 Employee Benefit Programs Information. Vodafone and the Partnership
shall provide each other in a timely manner with reasonably requested data for
annual coverage and nondiscrimination testing for affected employee benefit
programs and any other reasonably requested information necessary generally to
administer their respective employee benefit programs in accordance with the
Internal Revenue Code and ERISA.
3.5 Workers' Compensation Coverage. Vodafone shall maintain workers'
compensation insurance and employer's liability insurance as required by
applicable law covering the Loaned Employees. Alternatively, if permitted by
applicable law, Vodafone may adopt self-administered claims programs covering
its employees, including Loaned Employees, in lieu of such insurance coverage;
provided that Vodafone shall indemnify and hold the Partnership harmless
against payment of any amounts that would otherwise have been paid by the
proceeds of such insurance.
3.6 Indemnification from Benefit Liability. Vodafone shall indemnify and
hold the Partnership and each other Party harmless from and against any and all
Indemnified Damages which arise out of the Loaned Employees' participation in
any employee benefit program maintained by Vodafone.
3.7 Indemnification from Employment Liability. Vodafone and the
Partnership shall advise each other as to matters which come to their
respective attention involving potential legal actions or regulatory
enforcement activity which involve the employment of Vodafone Employees after
the Stage I Closing which are related to the activities of either Party, and
shall promptly advise each other of legal actions or administrative proceedings
which are actually commenced. Vodafone and the Partnership agree to fully
cooperate with one another in the defense of any such action or proceeding
arising out of such a lawsuit or administrative proceeding, and further agree
not to oppose any intervention by the other Party to intervene in such action
or proceeding if only one of the parties is named. The defense and associated
costs of such action (except to the extent a party is otherwise entitled to
indemnification in another provision of this Agreement or of the Alliance
Agreement) arising out of services performed by any Loaned Employee after the
Stage I Closing and prior to the end of the Loaned Employee's loan assignment
period which are related to the activities of the Partnership shall be the
responsibility of the Partnership. In any event, except as otherwise provided
in the Secondment Agreement, Vodafone shall indemnify and hold the other
Parties and the Partnership harmless from and against any and all Indemnified
Damages which relate to the employment of Vodafone Employees with Vodafone
prior to the Stage I Closing.
3.8 Ceiling on Incremental Costs. The incremental benefit costs, as
defined by Attachment B, attributable to secondment borne by the Partnership
shall be limited to $7,500,000. For purposes of determining this cost, the
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benefits of a Loaned Employee and a Partnership employee during the Secondment
Period shall be compared in the following manner within 60 days after the
Secondment Ending Date:
(a) The actual aggregate benefit book cost, determined in accordance with
U.S. GAAP, during the Secondment Period for the Loaned Employees shall be
divided by the average number of Loaned Employees during the Secondment Period.
(b) The actual aggregate benefit book cost, determined in
accordance with U.S. GAAP, during the Secondment Period for the Partnership
employees shall be divided by the average number of Partnership employees
during the Secondment Period.
(c) If the Secondment Period is less than 12 months, the period shall be
pro-rated.
(d) The amount obtained in Section 3.8(b) above shall be subtracted from
the amount obtained in Section 3.8(a) above.
(e) The amount obtained in Section 3.8(d) shall be multiplied by the total
number of Loaned Employees.
(f) If the amount obtained in Section 3.8(e) is more than $7,500,000, the
Partnership shall not reimburse Vodafone for the excess, and shall be entitled
to a refund of any such excess previously paid.
3.9 Severance. Each Party shall bear 100% of the costs of any severance
packages maintained by that Party with respect to a separation of an employee
of that Party which occurs prior to the date the affected employee commences
services to the Partnership as a Loaned Employee or a common law employee;
provided; that if a Vodafone Employee becomes entitled to severance payments or
benefits caused directly by the terms of a written offer of employment or
secondment with the Partnership or written notice authorized by the Partnership
to Vodafone that the individual will not receive any offer of employment or
secondment with the Partnership (followed by an actual separation from
service), or by other action in a process and manner authorized by the
Partnership, the cost of such severance shall be chargeable to the Partnership,
if, and to the extent, severance benefits are properly payable under the terms
of a written plan, agreement, or program maintained by the individual's
employer and for which the individual is eligible; and, provided further that,
notwithstanding the foregoing, the cost of severance payable to a Vodafone
Employee identified on Attachment A hereto shall be chargeable 50% to Xxxx
Atlantic and 50% to Vodafone. If severance otherwise becomes payable to a
Vodafone Employee by the action or inaction of any entity other than the
Partnership, the cost of such severance shall be borne by such entity.
3.10 Modification to Employee Benefits. After the Alliance Agreement date
(September 21, 1999), neither Vodafone nor any partnership nor subsidiary that
Vodafone is conveying to the Partnership, nor any other Vodafone Affiliate
shall establish or implement any new compensation, benefit plan, or arrangement
covering Loaned Employees, extend any then existing Vodafone Benefit Plan or
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increase pay or benefit levels under any then existing Vodafone Benefit Plan,
other than in the normal course of business consistent with past practice, or
with the Partnership's prior written consent. Notwithstanding the foregoing,
Vodafone shall be authorized to amend the Vodafone Pension Plan in 1999 and in
2000 to update the schedule of minimum pension benefits currently set forth in
Supplement F to the Plan, consistent with Vodafone's past practice and subject
to any applicable legal requirements, and to amend its stock option plans or
arrangements consistent with the Alliance Agreement.
ARTICLE 4
TERMINATION OF LOANED EMPLOYEE SERVICES
4.1 Termination by the Partnership. The Partnership, in its sole
discretion, may terminate the services of any Loaned Employee to the
Partnership at any time by providing written notice to the individual
designated by Vodafone for that purpose. The Partnership shall (a) further
reimburse Vodafone in an amount equal to the lesser of (i) the cost of
severance benefits actually paid to the employee, or (ii) the cost of severance
benefits that would have been paid to the employee if the employee had been a
participant in Vodafone's most generally applicable severance plan; and (b) the
Partnership shall indemnify and hold Vodafone harmless from and against any and
all Indemnified Damages which arise out of the employee's termination of
employment, except for claims for other vested benefits under the Vodafone
Employee Benefit Plans. Termination of the services of a Loaned Employee by the
Partnership shall also terminate such Loaned Employee's employment with
Vodafone.
4.2 Termination by Vodafone. Vodafone may terminate a Loaned Employee only
with the permission of the CEO of the Partnership or his delegate, in which
case the Partnership shall be liable to reimburse Vodafone under Section 3.2.
Vodafone shall indemnify and hold the Partnership and each other Party harmless
from and against any and all Indemnified Damages which arise out of the Loaned
Employee's employment with Vodafone after the termination of secondment status
or which arise out of the termination of such employment, except as provided in
Section 4.1 or the preceding sentence. Nothing in this Secondment Agreement
shall preclude Vodafone from terminating the employment of a Loaned Employee
for cause at any time.
ARTICLE 5
PARTNERSHIP
5.1 Terms of Employment for Partnership Employees. The Partnership shall
set the terms of employment for all of its own employees.
5.2 Partnership Employee Benefit Programs. The Partnership shall develop
its own employee benefit programs for its own employees.
5.3 AirTouch Cellular. In the event that the stock of AirTouch Cellular or
any other Vodafone subsidiary is contributed to the Partnership, to the extent
Vodafone provides employee benefits and/or salary or wages to employees of such
subsidiary after such stock contribution to the Partnership, the cost
reimbursement mechanism set forth in Section 3.2 of this Agreement shall apply
for purposes of determining the cost of such services provided by Vodafone.
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ARTICLE 6
DISSOLUTION OF THE PARTNERSHIP
6.1 Treatment of Employees. Upon the dissolution of the Partnership,
provisions for the disposition and treatment of all Loaned Employees and
Partnership employees shall be included in the Partnership's plan of
liquidation.
6.2 Written Notice. Any written notice required to be given under this
Secondment Agreement shall be hand-delivered to the applicable addressee or
sent certified mail return-receipt requested, postage-prepaid and accurately
addressed to the applicable addressee, as follows:
If to Vodafone: Vodafone Plc, The Courtyard, 0-0 Xxxxxx Xxxx, Xxxxxxx,
Xxxxxxxxx XX000 JX, England, Attention: Xxxxxxx Xxxxx, Fax No.:
000-00-0000-000-000
with copies to: AirTouch Communications, Inc., Xxx Xxxxxxxxxx Xxxxxx, Xxx
Xxxxxxxxx, Xxxxxxxxxx 00000, Attention: General Counsel.
If to Cellco or the Partnership: Xxxxxx X. Xxxxxx, Xxxx Atlantic Mobile,
000 Xxxxxxxxxx Xxxxxx Xxxx, Xxxxxxxxxx, Xxx Xxxxxx, 00000.
with copies to: Xxxx Xxxxxx, General Counsel, Xxxx Atlantic Mobile, 000
Xxxxxxxxxx Xxxxxx Xxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000.
If to Xxxx Atlantic: Xxxx Atlantic Corporation, 1095 Avenue of the
Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: General Counsel.
6.3 Modification; Amendments; Waivers. This Secondment Agreement may be
modified only by a written instrument duly executed by each Party hereto. Any
waiver of any term or condition of this Secondment Agreement shall be effective
only if made in writing and only in the specific instance and for the purpose
for which given. No failure or delay on the part of any Party hereto in
exercising any right, power, or privilege under this Secondment Agreement shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right, power, or privilege preclude any other or further exercise thereof or
the exercise of any other right, power or privilege.
ARTICLE 7
GENERAL PROVISIONS
7.1 Incorporation of Certain Provisions. The provisions of Section 5.5 of
the Alliance Agreement (Treatment of Employees) and Section 10.1 (Dispute
Resolution) are incorporated by this reference, made a part of this Secondment
Agreement and binding on the Parties as if fully set forth herein. All
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references in such provisions to "Partners" or "Parties" shall be deemed to
include the Parties under this Agreement as well as all entities which the
Partners are authorized to bind hereunder.
7.2 No Third Party Beneficiaries. No person other than the Parties to this
Agreement shall be entitled to enforce any of the provisions of this Agreement.
7.3 General Indemnity. Each Partner shall indemnify and hold harmless the
other Partner from and against any and all Indemnified Damages which arise out
of any breach of any representation, warranty or obligation under this
Secondment Agreement for which the indemnifying Party thereof is responsible.
Each Party shall provide reasonable opportunity for each other Party to examine
all of its relevant records in order to verify compliance with the terms of
this Agreement.
7.4 Rule of Interpretation. In the event of any conflict between the terms
of this Secondment Agreement and the terms of the Alliance Agreement, the terms
of the Alliance Agreement shall control.
7.5 Survival. The obligations of the Partnership and of each Party shall
survive the termination of this Agreement.
7.6 Counterparts. This Agreement may be executed in one or more
counterparts, each of which counterparts shall be deemed to be an original, and
all such counterparts shall constitute one and the same instrument.
7.7 Severability. If any one or more of the provisions of this Secondment
Agreement shall be held to be invalid, illegal, or unenforceable, the validity,
legality and enforceability of the remaining provisions of this Secondment
Agreement shall not be affected thereby. To the extent permitted by applicable
law, each Party hereto waives any provision of law which renders any provision
of this Secondment Agreement invalid, illegal, or unenforceable in any respect.
7.8 Headings. The descriptive headings contained in this Secondment
Agreement are for convenience and reference only, do not form a part of it, and
do not in any way modify interpret or construe the intentions of the Parties to
this Secondment Agreement.
7.9 Choice of Law. This Secondment Agreement shall be governed by and
construed in accordance with the substantive laws of the State of Delaware,
without regard to choice of law principles.
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IN WITNESS WHEREOF, the Parties hereto have hereunto fixed their seals
this 3rd day of April, 2000, effective as of April 3, 2000.
XXXX ATLANTIC CORPORATION
By: /s/ Xxxxxxxx Xxxxxxx
---------------------------------
Senior Executive Vice President
and Chief Financial Officer
VODAFONE AIR TOUCH PLC
By: /s/ Xxxx Xxxxx
---------------------------------
Chief Executive Officer
CELLCO PARTNERSHIP
By: NYNEX PCS Inc.
Its: Managing General Partner
By: /s/ Xxxxx X. Xxxxxx
---------------------------------
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