September 30, 1997
Gila River Cellular General Partnership 00000 X. Xxxxxxxx Xxxxxxxxx, #000
Xxxxxxxx Xxxx, Xxxxxxxx 00000
RE: License Agreement for Post Closing use of "U S WEST Cellular" Brand
Ladies and Gentlemen:
In connection with Xxxxxx Cellular of Arizona, Inc.'s ("Xxxxxx")
purchase of the partnership interests in the Gila River Cellular General
Partnership ("Partnership") pursuant to a Purchase Agreement dated February
28, 1997 ("Agreement"), Xxxxxx has requested that U S WEST New Vector Group,
Inc. ("New Vector") allow Xxxxxx to use the "AirTouch" brand name for 30 days
after the closing. This letter agreement sets for the terms and conditions
under which Xxxxxx will be allowed to use the Brand.
1) New Vector grants to Xxxxxx a non-transferable, royalty-free,
non-exclusive, revocable personal License to use the "U S WEST Cellular"
names and logos (the "Marks") in connection with Cellular services until
November 1, 1997. Xxxxxx is not granted a right to sublicense the Marks
to any other party. Xxxxxx shall cease all use of the Marks in any manner
and shall destroy all materials containing the U S WEST Cellular brand on
or before 12:01 a.m., November 1, 1997.
2) Xxxxxx shall maintain a standard of quality for the services offered under
the Marks commensurate with standards previously achieved and maintained by
New Vector; and shall, at a minimum, provide such services in compliance
with all laws and regulations. New Vector shall have the right, at all
reasonable times, and the opportunity to observe the actual rendering of
services under the Marks to determine that they are of proper quality.
Further, upon request, Xxxxxx agrees to provide New Vector with
representative samples of advertising and other material being used by
Xxxxxx under the Marks. If at any time the services shall in the sole
opinion of New Vector, fail to conform to the standard of quality set
forth herein, New Vector may so notify Xxxxxx in writing, at which time
Xxxxxx xxxx have ten (10) days to conform to New Vector's requested
standards. If Xxxxxx fails to conform to such standards within the thirty
(30) day period, Xxxxxx'x rights to use the Marks shall immediately
terminate.
3) Xxxxxx acknowledges that U S WEST, Inc. is the owner of the Marks. Xxxxxx
shall not at any time do or suffer to be done any act or thing which will
in any way impair the rights of U S WEST, Inc. in and to the Marks or the
goodwill inherent in the Marks. It is understood that Xxxxxx shall not
acquire and shall not claim any title to the Marks adverse to U S WEST,
Inc. by virtue of the license granted herein, or
U S WEST Cellular License Agreement
September 30, 1997
Page 2
through Xxxxxx'x use of the Marks, it being expressly agreed that all use
of the Marks by Xxxxxx shall inure to the benefit of U S WEST, Inc. or its
assignees. Xxxxxx is estopped from challenging the validity of the Marks or
from setting up any claim adverse to New Vector or U S WEST, Inc.
4) Xxxxxx shall comply with the conditions set forth in the U S WEST Corporate
Identity Guidelines, as may be amended from time to time, or as directed by
New Vector, with respect to the style, color, appearance and manner of use
of the Marks. Prior to producing, distributing or displaying any
advertising or other material containing the Marks, Xxxxxx shall obtain
prior written approval from New Vector. Xxxxxx is solely responsible for
ensuring that any uses of the Marks in any advertising or promotional
materials or otherwise is approved by New Vector. If New Vector shall be
deemed to have approved such use if no objection is given within five (5)
business days after written request by Xxxxxx.
5) Any dispute between the parties arising from the conditions or obligations
created by this letter agreement shall be resolved in accordance with
Section 23 of the Purchase and Sale Agreement dated February 28, 1997
between Xxxxxx and New Vector. In addition, any dispute arising from the
terms and conditions of this letter will be governed in accordance with
the laws of the State of Arizona.
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U S WEST Cellular License Agreement
September 30, 1997
Page 3
US WEST NEWVECTOR GROUP,
INC., a Colorado corporation
/s/ Xxxxxxx X. Samples
----------------------------
The undersigned ______________________, being the ________________________
of Gila River Cellular General Partnership, and being fully authorized to
execute this letter agreement on behalf of Gila River Cellular General
Partnership, and having reviewed the terms of this letter, hereby accept such
terms in their entirety.
GILA RIVER CELLULAR GENERAL
PARTNERSHIP, by XXXXXX CELLULAR OF
ARIZONA, INC., an Oklahoma corporation,
its Systems Manager
By: /s/ XXXXXXX XXXXXX
--------------------------------
Title:
-----------------------------
PARTIAL ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS PARTIAL ASSIGNMENT AND ASSUMPTION AGREEMENT ("Agreement") is
effective this 30th day of September, 1997 by and between U S WEST NewVector
Group, Inc., a Colorado corporation ("NVG"), and Gila River Cellular General
Partnership, and Arizona General Partnership ("Gila").
WHEREAS, Gila will become the license holder of the license to provide
cellular service for the area designated by the Federal Communications
Commission as Arizona RSA #5 ("RSA") on the closing of that certain Purchase
Agreement dated February 28, 1997 (the "Purchase Agreement"), as amended,
whereby Xxxxxx Cellular of Arizona, Inc., an Oklahoma corporation ("Xxxxxx")
has agreed to purchase the partnership interest in Gila;
WHEREAS, NVG has entered into those certain Agent Agreements
specifically listed on Exhibit "A" attached hereto ("Agent Agreements")
whereby the agents under the Agent Agreements have agreed to sell and service
cellular equipment in numerous markets served by NVG, including the RSA;
WHEREAS, Xxxxxx will take over the operation of Gila as Systems Manager
in the RSA on September 30, 1997; and,
WHEREAS, NVG and Gila desire to enter into this Agreement to set forth
the terms and conditions on which NVG will partially assign, and Gila will
partially assume the obligations under the Agent Agreements.
NOW, THEREFORE, in consideration of the purchase and sale of the Assets
(as that term is defined in the Purchase Agreement), and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. ASSIGNMENT AND ASSUMPTION OF OPERATING CONTRACTS.
NVG does hereby assign, transfer and convey to Gila that portion of its
right, title and interest in and to the Agent Agreements solely to the extent
the Agent Agreements apply to the RSA. NVG will retain all right, title and
interest under the Agreements as they relate to all areas other than the RSA.
Gila does hereby agree to be bound by and to assume and discharge in
accordance with their terms all of the obligations and commitments of NVG
arising with respect to period of time commencing after the date hereof
under, with respect to and concerning the Agent Agreements solely to the
extent the Agent Agreements apply to the RSA. Notwithstanding any other
provision of this Agreement to the contrary, this Agreement shall not
constitute an agreement to assign any of the Agent Agreements, or any benefit
arising thereunder or resulting therefrom, if such an agreement to assign
without a consent required or necessary for such assignment would constitute
a breach thereof or in any way adversely affect the rights of NVG or Gila
thereunder.
THIS AGREEMENT may be executed in one or more counterparts, each of
which shall be deemed an original, and when taken together shall be deemed
one and the same instrument, even though no single counterpart has been
executed by both of the parties.
IN WITNESS WHEREOF, the parties hereto have executed this Partial
Assignment and Assumption Agreement as of the date first written above,
notwithstanding the actual date of signature.
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U S WEST NEWVECTOR GROUP, INC.
By: /s/ Xxxxxxx X. Samples
------------------------------------
Xxxxxxx X. Samples, Vice President
GILA RIVER CELLULAR GENERAL PARTNERSHIP
by XXXXXX CELLULAR OF ARIZONA, INC., a
Systems Manager
By: /s/ XXXXXXX XXXXXX
------------------------------------
Title:
---------------------------------
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EXHIBIT A
AGENT AGREEMENTS
1. Agent Agreement dated February 1, 1997 between U S WEST NewVector Group,
Inc. and Big Sky Unlimited, Inc., d/b/a Radia Shad/RSFR
2. Agent Agreement dated February 1, 1997 between U S WEST NewVector Group,
Inc. and Gila River Telecommunications, Incorporated, d/b/a Gila River
Cellular
3. Agent Agreement dated April 1, 1996 between U S WEST NewVector Group,
Inc. and Xxxxxx Xxx Xxxxx d/b/a Xxxxxx Electronics/RSFR
4. Agent Agreement dated January 1, 1997 between U S WEST NewVector Group,
Inc. and Ric-Sha, Inc. d/b/a Valley Cellular
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