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EXHIBIT 10.24
AGREEMENT BETWEEN
PAGEMART INCORPORATED
AND
GTE COMMUNICATION SYSTEMS CORPORATION
TO ASSUME
AND
AMENDMENT NO. 2
TO
RESALE AGREEMENT
NUMBER 999999-93-12
BETWEEN
PAGEMART INCORPORATED
AND
GTE SERVICE CORPORATION
ASSUMPTION
GTE Communication Systems Corporation, acting through its GTE Supply division,
for the benefit of itself and the affiliates enumerated in Exhibit D, with
offices at 000 Xxxxxx Xxxxx, Xxxxxx, Xxxxx 00000 ("RESELLER") assumes and
Pagemart Incorporated. with its principal offices located at 0000 Xxxxx Xxxxxxx
Xxxxxxxxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000 ("LICENSOR") accepts its assumption
of all rights and obligations of GTE SERVICE CORPORATION as RESELLER in said
Agreement Number 999999-93-12 as amended (Agreement).
AMENDMENT
THIS AMENDMENT NO. 2 to Resale Agreement Number 999999-93-12, between RESELLER
and LICENSOR shall be effective upon execution by both parties.
NOW, THEREFORE, the parties agree to the following changes for the mutual
benefit of both parties.
CHANGE NUMBER 1
Exhibit A, PRICING of the Agreement shall be replaced with Exhibit A, PRICING
attached hereto.
CHANGE NUMBER 2
In consideration of the renewal of Resale Agreement Number 999999-93-12
LICENSOR agrees to issue the credits and discounts in, and fulfill the other
commitments as detailed in Exhibit B, DISCOUNTS/CREDITS. By accepting the
discounts and credits listed in Exhibit B, RESELLER does not represent or
guarantee the ordering of any level or amount of Services from LICENSOR or any
peculiar status relative to other vendors.
CHANGE NUMBER 3
Exhibit C, AUTHORIZED EQUIPMENT attached hereto shall be added to the
Agreement.
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CHANGE NUMBER 4
The following shall be added as Section 32:
32. AUTHORIZED EQUIPMENT
(a) RESELLER and its Subscribers shall only
utilize the Equipment listed in Exhibit C,
AUTHORIZED EQUIPMENT in connection with
LICENSOR's Services. LICENSOR may revise
Exhibit C from time to time upon delivery of
written notice to RESELLER at least one
hundred eighty (180) days prior to the
effective date of such revision. If LICENSOR
amends Exhibit C in such a manner whereby
previously authorized Equipment is no longer
authorized for use on LICENSOR's Paging
System, LICENSOR agrees at its sole cost and
expense to provide substitute authorized
Equipment in exchange for the previously
authorized Equipment then utilized by
RESELLER's Subscribers.
(b) All pagers previously sold by LICENSOR to
RESELLER are included in this Agreement, as
they all still work on this network.
CHANGE NUMBER 5
Exhibit D, GTE AFFILIATED ENTITIES attached hereto shall be added to the
Agreement.
CHANGE NUMBER 6
Exhibit E, REPORTS attached hereto shall be added to the Agreement and LICENSOR
agrees to provide such reports to RESELLER.
CHANGE NUMBER 7
The second line of Section 1. TERM shall be changed to read "thereafter until
October 31, 2000 unless terminated or modified by..."
CHANGE NUMBER 8
The following shall be added as Section 31.
31. SERVICE COMMITMENT
*
CHANGE NUMBER 9
Add the following to Section 6, LICENSOR RESPONSIBILITIES
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(d) LICENSOR agrees to provide the monthly reports
described in Exhibit E, attached hereto, to RESELLER.
(e) LICENSOR shall assume the role of system coordinator
for all RESELLER'S terminals. This includes
monitoring these terminals for alarms, notifying
RESELLER of alarms, scheduling routine maintenance,
software upgrades and hardware upgrades.
(f) LICENSOR is responsible for keeping RESELLER informed
of all necessary updates and maintenance to the
degree that it does not affect the RESELLER.
CHANGE NUMBER 10
Add the following to Section 7, RESELLER RESPONSIBILITIES
(g) RESELLER is responsible for updating the contact list
of people who LICENSOR is to contact if an alarm
occurs or routine maintenance is required or upgrades
become necessary.
(h) RESELLER is responsible for purchasing software,
hardware, and spare kits for each terminal owned by
RESELLER. RESELLER agrees to reimburse LICENSOR at
the rate of $100 per man hour (plus travel expenses)
for all software and hardware upgrades and other
maintenance that RESELLER approves LICENSOR to
perform on their behalf.
(i) RESELLER will handle emergency maintenance for
service affecting outages on a case by case basis.
CHANGE NUMBER 11
Add the following to Section 10. BILLING
(b) LICENSOR shall provide to RESELLER an overcalls
invoice by the 10th day of each month.*
(c) LICENSOR shall provide to RESELLER a detailed billing
statement for airtime services charge by the 15th day
of each month.*
(d) If the 15th day of the month falls on a weekend the
statement will be delivered to RESELLER by 12:00 noon
Central Standard Time on the next business day.
Except as specifically modified, amended or supplemented herein, all terms and
conditions of Resale Agreement Number 999999-93-12 and its Amendment One shall
remain in full force and effect between the parties.
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RESELLER LICENSOR
GTE COMMUNICATION SYSTEMS PAGEMART INCORPORATED
CORPORATION
/s/ XXXXX XXXXXXXXXX /s/ XXXXXXX X. XXXX
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(Signature of Authorized Agent) (Signature of Officer)
Xxxxx Xxxxxxxxxx Xxxxxxx X. Xxxx
--------------------------------------------- ---------------------------------------------------
(Printed Name of Officer) (Printed Name of Officer)
Acting Group Manager - Contract Management Executive Vice President
--------------------------------------------- ---------------------------------------------------
(Title) (Title)
Date: 10-2-97 Date: 10-2-97
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APPROVED AS TO FORM AND LEGALITY
J.R. XXXXXXXX
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Attorney, GTE Telephone Operations
Date: 09-30-97
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