EXHIBIT 10.18
AMENDMENT NO. 2
TO
AT&T WIRELESS SERVICES
NETWORK MEMBERSHIP LICENSE AGREEMENT
AMENDMENT NO. 2 TO NETWORK MEMBERSHIP LICENSE AGREEMENT ("Amendment
No. 2") dated as of June 8, 1999, by and between AT&T Corp., a New York
corporation, with offices located at 00 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx
Xxxx 00000, for itself and its affiliated companies, including AT&T Wireless
Services, Inc. (collectively, "Licensor"), and Triton PCS Operating Company
L.L.C., a Delaware limited liability company, with offices located at 000
Xxxxxxxxxx Xxxxx, Xxxxxxx, XX 00000 ("Licensee"). Certain capitalized terms used
herein and not otherwise defined have the meaning assigned to such term in the
License Agreement referred to below.
WHEREAS, Licensee and Licensor are parties to that certain Network
Membership License Agreement, dated as of February 4, 1998 (as amended, and
including the terms and conditions of the letter from Xxxx Xxxxxxx-Key to Xxxxxx
Xxxxx, dated October 20,1998, the "License Agreement"), pursuant to which
Licensor agreed to license and allow Licensee to use the Licensed Marks in the
Licensed Territory on the terms set forth in the License Agreement;
WHEREAS, Licensor and certain affiliates of Licensee are parties to
that certain License Exchange and Acquisition Agreement, dated as of June 8,
1999 (the "License Exchange and Acquisition Agreement"), pursuant to which,
among other things, (i) Licensor will acquire from an affiliate of Licensee a
portion of the A Block PCS License for the Washington-Baltimore MTA covering the
Cumberland, MD BTA and the Hagerstown, MD-Chambersburg, PA-Martinsburg, WV BTA
(collectively, the "Hagerstown\Cumberland Markets"), and, in exchange therefor,
such affiliate of Licensee will acquire from Licensor a portion of the A Block
PCS License for the Atlanta, GA MTA covering the Athens, GA BTA (the "Athens
Market"), and (ii) an affiliate of Licensee will acquire from Licensor a portion
of the A Block PCS License for the Atlanta, GA MTA covering each of Xxxxx
County, GA, Chatham County, GA, Effingham County, GA and Liberty County, GA
within the Atlanta, GA MTA (such counties, together with the Athens Market, are
hereinafter referred to as the "Additional Markets"), on the terms set forth
therein;
WHEREAS, pursuant to the License Exchange and Acquisition Agreement it
was agreed, and Licensee and Licensor desire, that the term "Licensed Territory"
as used in the License Agreement be amended to, among other things, include the
Additional Markets and
delete the Hagerstown\Cumberland Markets, on the terms and conditions set forth
in this Amendment No. 2.
NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein and in the License Exchange and Acquisition Agreement and for
other good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, the parties hereby agree as follows:
1. Amendment. Schedule C to the License Agreement is hereby amended
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and restated in its entirety as set forth in Schedule I hereto.
2. Severability of Provisions. Any provision of this Amendment No.
--------------------------
2 which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or remaining provisions hereof or affecting the validity
or enforceability of such provision in any other jurisdiction.
3. Agreement to Remain in Full Force and Effect. This Amendment No.
--------------------------------------------
2 shall be deemed to be an amendment to the License Agreement. All references
to the License Agreement in any other agreements or documents shall on and after
the date hereof be deemed to refer to the License Agreement as amended hereby.
Except as amended hereby, the License Agreement shall remain in full force and
effect and is hereby ratified, adopted and confirmed in all respects.
4. Heading. The headings in this Amendment No. 2 are inserted for
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convenience and identification only and are not intended to describe, interpret,
define or limit the scope, extent or intent of this Amendment No. 2 or any
provision thereof.
5. Counterparts. This Agreement may be executed in counterparts,
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each of which shall be deemed an original, but all of which together shall
constitute one and the same Agreement.
6. Applicable Law; Jurisdiction. The construction, performance and
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interpretation of this Agreement shall be governed by the U.S. Trademark Act, 15
U.S.C. 1051 et seq., and the internal, substantive laws of the State of New
York, without regard to its principles of conflicts of law; provided that if the
foregoing laws should be modified during the term hereof in such a way as to
adversely affect the original intent of the parties, the parties will negotiate
in good faith to amend this Amendment No. 2 to effectuate their original intent
as closely as possible.
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Executed as of the date first written above.
AT&T CORP. TRITON PCS OPERATING COMPANY
L.L.C.
By: Triton Management Company, Inc., its
By: /s/ [SIGNATURE ILLEGIBLE]^^ manager
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Name: SIGNATURE ILLEGIBLE
Title: Authorized Signatory By: /s/ Xxxxx X. Xxxxx
---------------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President &
Chief Financial Officer
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Schedule I
to Amendment No. 2
to License Agreement
SCHEDULE C
LICENSED TERRITORY
------------------
I. From Washington MTA BTA Market Designator
Xxxxxxxxxxxxxxx, XX X000
Xxxxxxxxxxxxxx, XX X000
Xxxxxxxxxxxx, XX X000
Xxxxxxxxxx, XX B479
II. From Richmond MTA
Danville, VA X000
Xxxxxxxxx, XX X000
Xxxxxxxxxxxx, XX X000
Xxxxxxx-Xxxxxxxx Xxxxx, Xxxxxxx Xxxx,
Xxxxxxx, XX X000
Xxxxxxxx, XX X000
Xxxxxxx, XX X000
Xxxxxxxx-Xxxxxxxxxx, XX B430
III. From Knoxville MTA
Kingsport, Johnson City, TN-Bristol VA X000
Xxxxxxxxxxx, XX B295
IV. From Xxxxxxx XXX
Xxxxxxx, XX X000
Xxxxxxxx, XX (Beaufort, Hampton, Xxxxxx,
Xxxxx, Effingham, Chatham and Liberty Counties) X000
Xxxxxx, XX B022
V. From Xxxxxxxxx XXX
Xxxxxxxx, XX X000
Xxxxxxxx-Xxxxxxxxxxxxxx, XX X000
Xxxxxxxxxx, XX X000
Xxxxxxxx, XX B091
Xxxxxxxxxxxx-Xxxxxxxxx, XX X000
Xxxxxxxx, XX X000
Xxxxxxxxx-Xxxxxxx, XX X000
Xxxxxxxxxx-Xxxxxxxxxxx, XX B177
Xxxxxxxxxx-Xxxxxxxxxx, XX X000
Xxxxxxxxx, XX B178
Xxxxxxx-Xxxxxx-Xxxxxxxxx, XX X000
Xxxxxxxxxxxx, XX X000
Xxxxxx Xxxxx, XX X000
Xxx Xxxx, XX X000
Xxxxxxxxxx, XX X000
Xxxxxxx Xxxxxx, XX X000
Xxxxx Xxxxx-Xxxxxx, XX B382
Xxxxxx, XX X000
Xxxxxxxxxx, XX B478
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