CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED.
First Amendment to
Network Build and Maintenance Agreement
Commnet Wireless, LLC and
AT&T Mobility LLC
This First Amendment to Network Build and Maintenance Agreement (the “First Amendment”) is entered into as of the 6th day of August, 2020 and effective as of the 1st day of July, 2020 (the “First Amendment Effective Date”), by and between Commnet Wireless, LLC, a Delaware limited liability company on behalf of itself and its Affiliates (hereinafter referred to as “Vendor”), and AT&T Mobility LLC, a Delaware limited liability company on behalf of itself and its Affiliates (“AT&T”), each of which may be referred to in the singular as a “Party” or in the plural as the “Parties.”
WHEREAS, the Parties entered into that certain Network Build and Maintenance Agreement dated as of the 31st day of July, 2019 (the “NBMA”) pursuant to which Vendor has agreed to build, install and deploy a RAN at certain Cell Sites for AT&T as described in Addendum 1: Network Build and Structured Payments attached thereto (the “Build Addendum”) and to provide ongoing maintenance of such RAN as described in Addendum 2: Maintenance Addendum attached thereto (the “Maintenance Addendum” and, together with the NBMA, the Build Addendum and all other addendums, schedules, amendments and modifications thereto, the “Agreement”);
WHEREAS, the Parties now desire to amend the Agreement in accordance with the terms set forth in this First Amendment to amend certain provisions of the Build Addendum.
NOW THEREFORE, in consideration of these covenants, and for good and valuable consideration, and intending to be legally bound, the Parties agree as follows:
1. Capitalized Terms.
All capitalized terms used herein shall have the same meaning ascribed to them in the Agreement, unless otherwise expressly defined in this First Amendment.
2. Amendment to the Agreement. As of the First Amendment Effective Date, the Agreement is hereby amended and modified as follows:
A. Section 3.3: Anticipated and Actual Delays in Delivery and Performance. Section 3.3: Anticipated and Actual Delays in Delivery and Performance is hereby amended by deleting Section 3.3(b)(i) in its entirety and replacing it with the following:
“(i) terminate its obligations solely with respect to each Cell Site affected by or related to such Permitting Delay under this Agreement and exercise any of the Termination Remedies set forth in the Build Addendum, without liability to Vendor; provided that AT&T shall pay to Vendor, an amount equal to the demonstrated costs incurred by Vendor for any Work completed (in accordance with applicable Specifications and