Exhibit 10.13.8
Amendment No. 8 to the General Agreement for Purchase of Personal
Communications Systems and Services Between
TeleCorp PCS, Inc., and Lucent Technologies Inc.
This is the Eight amendment ("Amendment No. 8") to the General Agreement
for the Purchase of Personal Communications Systems and Services ("General
Agreement"), Xxxxxxxx Xx. XXX000000XXXXX between TeleCorp PCS, Inc., a Delaware
corporation (hereinafter referred to as "Customer" or "TeleCorp"), and Lucent
Technologies Inc. ("Seller" or "Lucent"), a Delaware corporation, and is entered
into as of July 1, 1999. Capitalized terms not defined herein shall have the
meaning given to such terms in the General Agreement.
WHEREAS, the undersigned parties have previously entered into the General
Agreement effective May 12, 1998; and
WHEREAS, the undersigned parties now wish to modify the General Agreement
as stated in this Amendment.
NOW, THEREFORE, in consideration of the premises contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the undersigned parties hereto agree to modify the General
Agreement as follows:
1. Customer hereby commits to purchase from Lucent the following additional
Products, Licensed Materials and Services for eight hundred (800) TDMA PCS
Base Stations and four (4) MSC switching complexes for adding New Markets
identified as Wisconsin and Iowa. The pricing summary is more fully
described in Attachment A Amendment #8 - TeleCorp Wisconsin-Iowa Swapout,
Attachment B -TeleCorp Base Station Packages, and Attachment C - TeleCorp
PCS Switch Summary Wisconsin-Iowa Model attached to this Amendment #8 and
incorporated herein.
2. The Wisconsin market commitment consists of the following two equipment
deals:
1) A commitment to swapout the existing Industar PCS equipment, which
consists of Xxxxxx supplied TDMA PCS base station equipment and one (1)
Alcatel switching complex, with seventy-five (75) Lucent TDMA PCS base
stations and one (1) Lucent MSC switching complex provided at no charge as
detailed in Attachments A, B, and C to this amendment.
2) A commitment to swapout the existing Airadigm PCS Inc. equipment, which
consists of Ericsson supplied GSM PCS base station equipment and one (1)
switching complex, with one hundred twenty-five (125) Lucent TDMA PCS base
stations and one (1) Lucent MSC switching complex provided at no charge as
detailed in Attachments A, B, and C to this Amendment #8.
3) If the Airadigm PCS Inc. equipment is not swapped out and does become
part of the deal, due to pending bankruptcy hearings and rulings, a new
deal structure will have to be created to address those specific licensed
properties.
3. As stated above in #2, Lucent will provide two hundred (200) TDMA PCS base
stations and two (2) MSC switching complexes as part of the Wisconsin
swapout. In addition, Lucent will also provide equipment credits in the
amount of two million dollars ($2,000,000) in exchange for the Xxxxxx TDMA
PCS swapout equipment and eight million dollars ($8,000,000) in exchange
for the Airadigm PCS Ericsson GSM swapout equipment. Lucent and/or it's
third party agent will conduct the removal of the swapout equipment.
4. The Iowa market commitment consists of the following:
1) A commitment to purchase Lucent base station equipment and one (1)
Lucent MSC switching complex. TeleCorp will purchase all of the associated
base station equipment and Lucent will supply the MSC switching complex at
no charge as detailed in Attachments A, B, and C to this Amendment #8.
5. In addition, as part of the Wisconsin and Iowa deal, Lucent will also
provide one (1) MSC switching complex for the Evansville, IN market at no
charge as detailed in Attachments A, B, and C to this Amendment #8.
6. The Wisconsin and Iowa deal includes free initial Optional Software
($4,000,000) and free Annual Maintenance Fees for two (2) of the four (4)
MSC switching complexes. In addition, all base station and switching Annual
Maintenance Fees for all of TeleCorp's Lucent equipment have been
restructured as detailed in Attachment A.
7. Sub-Section 1.4 MINIMUM MARKET COMMITMENT is hereby amended by adding
"Wisconsin and Iowa; Further, Customer shall purchase its five-year
infrastructure needs for Products, Licensed Materials and Services
exclusively from Seller for these markets."
8. Sub-Section 1.10.1.1.10 Market Incentives is hereby amended by adding the
following:
9. Except as modified by this Amendment, all terms and conditions of the
General Agreement, as amended, shall be fully applicable to this Amendment.
10. Deference shall be granted to this Amendment hereto in the event of a
conflict between this Amendment and the General Agreement.
IN WITNESS WHEREOF, the parties have caused this Amendment No. 8 to be
executed by their duly authorized representative on the date(s) indicated.
TeleCorp PCS, Inc. Lucent Technologies Inc.
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Lucent Technologies Inc.
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Name: Xxxxxx X. Xxxxxxxx Name:
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Title: Executive Vice President Title:
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and Chief Financial
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Officer
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Date: Date:
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