Exhibit 10.13.7
Amendment No. 7 to the General Agreement for Purchase of Personal
Communications Systems and Services Between
TeleCorp PCS, Inc. and Lucent Technologies Inc.
This is the seventh amendment ("Amendment No. 7") to the General Agreement
for the Purchase of Personal Communications Systems and Services ("General
Agreement"), ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ 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 places a Purchase Order for Lucent to provide the following
additional Products, Licensed Materials and Services for one hundred four
(104) TDMA PCS Base Stations (sixty (60) for domestic use and forty four
(44) for the Puerto Rico market) and the MSC Growth for four (4) domestic
markets identified as New Orleans, Memphis, Little Rock (Memphis II), and
New England (formerly listed as Boston) and as more fully described in the
Attachment A - Pricing Summary attached to this Amendment #7 and
incorporated herein.
2. For the purposes of this Amendment only, Lucent Technologies Puerto Rico,
Inc. is hereby added as a signatory to the General Agreement. All Purchase
Orders placed pursuant to this Amendment shall be placed jointly with
Lucent Technologies Inc. and Lucent Technologies Puerto Rico, Inc.
3. Sub-Section 1.1 HEADING AND DEFINITIONS is hereby amended by adding the
following definitions: "Existing Markets means New England (formerly
listed as Boston), Little Rock, Memphis, New Orleans and Missouri (formerly
listed as St. Louis)."; "Expansion Market means any new Market in an area
other than the Existing Markets. Customer and Seller hereby agree to add
San ▇▇▇▇ (consisting of Puerto Rico and the U.S. Virgin Islands),
Evansville (consisting of the Evansville and Paducah BTAs), and Lake
▇▇▇▇▇▇▇ (consisting of the Lake Charles, Monroe, Alexandria, and Beaumont
BTAs) each as an Expansion Market and any other markets Customer and Seller
may agree in writing to add to this General Agreement (collectively
referred to as Expansion Markets). Further, the term Expansion Markets
shall be considered synonymous with Expansion Areas for purposes of this
General Agreement."
4. Sub-Section 1.4 MINIMUM MARKET COMMITMENT is hereby amended by adding
"Evansville, Paducah, Lake Charles, Monroe, Alexandria, Beaumont, and the
U.S. Virgin Islands; Further, Customer shall purchase its five-year
infrastructure needs for Products, Licensed Materials and Services
exclusively from Seller for these markets."
5. Sub-Section 1.10.1.1.10 Market Incentives is hereby amended by adding the
following: "In addition to the New Market Incentive of nine million
dollars ($9,000,000) previously given by
Seller to Customer for the San ▇▇▇▇ Market, a New Market Incentive of nine
million dollars ($9,000,000) shall be given by Seller to Customer for the
Lake ▇▇▇▇▇▇▇ Market, provided however, the New Market Incentive for Lake
▇▇▇▇▇▇▇ shall be allocated over the first one hundred fifty (150) minicells
(after the one hundred four (104) minicells described in Paragraph 1
above), which can be deployed in any Expansion Market or any Existing
Market. Further, in the event an additional MSC and at least fifty (50)
minicells are required for any Existing Market or the Expansion Markets of
San ▇▇▇▇, Evansville, or Lake ▇▇▇▇▇▇▇, an additional New Market Incentive
shall be granted by Seller and allocated over the next one hundred fifty
(150) minicells purchased by Customer.
6. Customer and Seller further agree to modify the basis on which Seller
charges Customer the annual fee for Optional Software from a per subscriber
basis to a fee per MSC based on the age of each MSC. Effective with the
date of this Amendment, Attachment E - Optional Software Pricing is hereby
superseded with the Attachment E attached hereto.
7. Except as modified by this Amendment, all terms and conditions of the
General Agreement, as amended, shall be fully applicable to this Amendment.
8. 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. 7 to be
executed by their duly authorized representative on the date(s) indicated.
TeleCorp PCS, Inc. Lucent Technologies Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ Lucent Technologies Inc.
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 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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