Second Addendum to Acquisition Agreement between Triton PCS Equipment Company L.L.C. and Ericsson Inc.
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This agreement, effective September 22, 1999, is a second addendum to the original Acquisition Agreement between Triton PCS Equipment Company L.L.C. and Ericsson Inc. It outlines Triton's purchase of additional equipment, software, and related services from Ericsson for Phase 3 of Triton's operations. The agreement specifies the purchase price, includes an additional incentive of Ericsson handsets at no extra cost, and sets out a project schedule with liquidated damages for delays caused by Ericsson. Triton also agrees to buy certain equipment exclusively from Ericsson until delivery is complete.
EX-10.13 3 0003.txt SECOND ADDENDUM TO ACQUISITION AGREEMENT Exhibit 10.13 SECOND ADDENDUM TO ACQUISITION AGREEMENT THIS SECOND ADDENDUM TO ACQUISITION AGREEMENT (this "Second Addendum"), effective as of September 22, 1999 (the "Second Addendum Date"), is entered into by and between TRITON PCS EQUIPMENT COMPANY L.L.C., a Delaware limited liability company with its principal place of business in Malvern, Pennsylvania ("PURCHASER"), and ERICSSON INC., a Delaware corporation with its principal place of business in Richardson, Texas ("SELLER"). WHEREAS, PURCHASER and SELLER entered into (i) the Acquisition Agreement, effective as of March 11, 1998 (the "Acquisition Agreement"), pursuant to which PURCHASER has purchased from SELLER, and SELLER has provided to PURCHASER, the equipment, software and related services for the initial configuration of PURCHASER's Phase 1 operations, and (ii) the First Addendum to Acquisition Agreement, effective as of May 24, 1999 (the "First Addendum"), pursuant to which PURCHASER has agreed to purchase from SELLER, and SELLER has agreed to provide to PURCHASER, the equipment, software and related services for the initial configuration of PURCHASER's Phase 2 and Phase 3 operations. WHEREAS, PURCHASER now desires to purchase from SELLER, and SELLER is willing to provide to PURCHASER, additional equipment, software and related services for PURCHASER's Phase 3 operations, in accordance with the terms and conditions of this Second Addendum. NOW, THEREFORE, PURCHASER and SELLER hereby agree as follows: 1. Definitions. Except as provided in this Second Addendum, the defined ----------- terms used in this Second Addendum will have the same meanings ascribed to them in the Acquisition Agreement and the First Addendum. 2. Purchase. PURCHASER hereby agrees to purchase from SELLER, and SELLER -------- hereby agrees to provide to PURCHASER, such additional equipment, software and related services for PURCHASER's Phase 3 operations as set forth on Schedule A hereto (such equipment, software and related ---------- services hereinafter collectively referred to as the "Phase 3 Purchase"), all subject to and in accordance with the same terms and conditions as those of the Acquisition Agreement, except as may be previously supplemented or amended by the First Addendum and further supplemented or amended by this Second Addendum. 3. Purchase Price. The net purchase price to be paid by PURCHASER to -------------- SELLER for the Phase 3 Purchase will be $****, as set forth on Schedule A hereto. ---------- 4. Additional Incentive. In addition to the Phase 3 Purchase, PURCHASER -------------------- will receive from SELLER, at no additional charge, $**** in Ericcson handsets of such models as may be designated in writing by PURCHASER for delivery in 2000 and based upon such models' then applicable current list prices. **** Certain information on this page has been omitted from this filing and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. 5. Liquidated Damages. The parties agree that the project schedule with ------------------ respect to the Phase 3 Purchase is set forth on Schedule B hereto. If, ---------- and to the extent, due solely to the fault or negligence of SELLER, Installation and Acceptance of any Phase 3 Purchase does not occur upon the schedule set forth on Schedule B (as such period may be extended ---------- pursuant to Section 10.2(a) and Article 16 of the Acquisition Agreement), PURCHASER shall be entitled to, and SELLER shall pay to PURCHASER, liquidated damages in accordance with the formula and parameters set forth in Section 10(b) of the First Addendum. 6. Exclusivity. Provided this Acquisition Agreement has not been ----------- terminated for default in accordance with its terms, until SUPPLIER completes the delivery of the equipment and software as ordered by PURCHASER pursuant to the Acquisition Agreement, the First Addendum and this Second Addendum, PURCHASER will purchase its requirements for the MSCs and RBSs from SELLER. 7. Entire Agreement. This Second Addendum, together with each schedule ---------------- referred and attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof. In the event of any conflict or inconsistency between the provisions of this Second Addendum and the provisions of the Acquisition Agreement or the First Addendum, such conflict or inconsistency shall be resolved by giving precedence to the provisions of this Second Addendum. IN WITNESS WHEREOF, the parties have executed this Second Addendum as of the Second Addendum Date. TRITON PCS ERICCSON INC. EQUIPMENT COMPANY L.L.C. By: /s/ Brian Rosenberg By: /s/ Clyde Smith ------------------------------- ---------------------------------- Printed Name: Brian Rosenberg Printed Name: Clyde Smith --------------------- ------------------------ Title: Director of Business Ops. Title: Executive Vice President & CTO ----------------------------- ------------------------------- SCHEDULE A PHASE 3 PURCHASE (See Attached) Schedule A Phase 3 Purchase
Note 1: MSC Basic Software charged on a Simultaneous Call Capacity basis. Triton does not pay for capacity until required in the network. Quoted MSCs to support 200 sites at 3 by 2 and approximately 55,000 subscribers each. Note 2: Same Version 4 Software Features as in current Triton PCS MSCs. Note 3: A total TRX Discount of $**** will be provided by SELLER to PURCHASER as follows: At the beginning of each calendar month, SELLER will issue to PURCHASER a credit equal to ****% of the Total Purchase Price of the Phase 3 Purchase then already shipped or performed by SELLER to PURCHASER during the immediately preceding calendar month. **** Certain information on this page has been omitted from this filing and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Sched A 4 Addl Transceivers
Note 1: Assumes that Triton personnel will perform the expansion services. **** Certain information on this page has been omitted from this filing and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Schedule A 1
**** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Sched A 2 MSC Software Features Version 4 MSC Application System Optional Software Feature Pricing for Triton May 4, 1999
Ericsson Confidential Page 1 of 3 **** Certain information on this page has been omitted from this filing and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Sched A 2 MSC Software Features Version 4 MSC Application System Optional Software Feature Pricing for Triton May 4, 1999
Ericsson Confidential Page 2 of 3 **** Certain information on this page has been omitted from this filing and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Sched A 2 MSC Software Features Version 4 MSC Application System Optional Software Feature Pricing for Triton May 4, 1999
Ericsson Confidential Page 3 of 3 **** Certain information on this page has been omitted from this filing and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Schedule A 3 SCCS
Ericsson Confidential **** Certain information on this page has been omitted from this filing and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Sched A 4 Addl Transceivers
Note 1: Assumes that Triton personnel will perform the expansion services. Ericsson Confidential **** Certain information on this page has been omitted from this filing and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Sched A 5 Expansion TRX
Note 1: Assumes that Triton personnel will perform the expansion services. Ericsson Confidential **** Certain information on this page has been omitted from this filing and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. SCHEDULE B PROJECT SCHEDULE Phase III - Ericsson Ready Schedule -----------------------------------
Assumes Standard Configuration MSC2000 with Standard Floorplan. Any additional TRX capacity requirements will be scheduled as expansions to the MSCs. Delays in Triton deliverables will cause a minimum of a day for day slip in Ericsson dates. The same schedule lead times will apply to any additional MSCs ordered by Triton.
