Amendment No. 2 to AT&T Wireless Services Network Membership License Agreement with TeleCorp PCS, Inc.

Contract Categories: Intellectual Property › License Agreements
Summary

This amendment, dated November 13, 2000, updates the Network Membership License Agreement between AT&T Corp. (including AT&T Wireless Services, Inc.) and TeleCorp PCS, Inc. It extends the agreement's term to July 17, 2005, updates references to a related Stockholder's Agreement, and revises the licensed territory. The amendment becomes effective only upon completion of a specified corporate contribution. All other terms of the original license agreement remain in effect.

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EX-10.15.3 3 0003.txt AMENDMENT NO.2 TO NETWORK MEMBERSHIP LICENSE AGMT Exhibit 10.15.3 AMENDMENT NO. 2 TO AT&T WIRELESS SERVICES NETWORK MEMBERSHIP LICENSE AGREEMENT AMENDMENT NO. 2 TO NETWORK MEMBERSHIP LICENSE AGREEMENT ("Amendment") dated as of November 13, 2000, by and between AT&T Corp., a New York corporation, with offices located at 32 Avenue of the Americas, New York, New York 10013, for itself and its affiliated companies, including AT&T Wireless Services, Inc. (collectively "Licensor"), and TeleCorp PCS, Inc., a Delaware corporation, with offices located at 1010 N. Glebe Road, Arlington, Virginia 22201 ("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, Licensor and Licensee are parties to that certain Network Membership License Agreement, dated as of July 17, 1998 (as amended, modified or supplemented, and including the terms and conditions of the letter from Mary Hawkins-Key to Andrew Price, 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, Licensee has entered into an Agreement and Plan of Reorganization and Contribution with Tritel, Inc. and AT&T Wireless Services, Inc., dated as of February 28, 2000, as amended (the "Merger Agreement"), pursuant to which, among other things, Licensee agreed to extend the term of the License Agreement; WHEREAS, upon consummation of the Contribution (as defined in the Merger Agreement), Licensee and Licensor desire, that the License Agreement be amended to extend the term of the License Agreement and make other conforming changes on the terms and conditions set forth in this Amendment; and WHEREAS, Licensee has entered into a letter agreement with AT&T Wireless PCS, LLC dated February 28, 2000 (the "Letter Agreement"), pursuant to which, among other things, Licensee agreed to expand or contract, as applicable, the territories to which the License Agreement applies to include (or exclude, as applicable) the territories covered by the licenses transferred to (or by) the Company or an Affiliate (i) pursuant to that certain Asset Exchange Agreement by and between TeleCorp PCS, Inc., certain of its affiliates, and AT&T Wireless Services, Inc., dated as of February 28, 2000 (the "Asset Exchange Agreement") and (ii) pursuant to the Contribution (as defined in the Merger Agreement). NOW THEREFORE, in consideration of the mutual promises and covenants herein contained and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 1. "Stockholder's Agreement." All references in the License Agreement to the ----------------------- "Stockholder's Agreement" are hereby amended to refer to that certain Stockholder's Agreement dated as of November 13, 2000 by and among Licensee, an Affiliate of Licensor and certain other stockholders of Licensee, as the same may be amended, modified or supplemented in accordance with the terms thereof. 2. Amendment to Term. Section 11.1(a) of the License Agreement is hereby ----------------- amended by deleting the first sentence thereof in its entirety and inserting the following sentence in replacement therefor: "This Agreement shall commence on the date hereof and shall be in effect for a term ending July 17, 2005, unless terminated earlier pursuant to this Section 11." 3. Amendment to Territory. Schedule C to the License Agreement is hereby ---------------------- deleted in its entirety and replaced with Schedule C attached hereto. 4. Effectiveness of Amendment. This Amendment shall become effective only upon -------------------------- the consummation of the Contribution (as defined in the Merger Agreement). 5. Severability of Provisions. Any provision of this Amendment 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. 6. Agreement to Remain in Full Force and Effect. This Amendment 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. 7. Heading. The headings in this Amendment are inserted for convenience and ------- identification only and are not intended to describe, interpret, define or limit the scope, extent or intent of this Amendment or any provision thereof. 8. Counterparts. This Amendment may be executed in counterparts, each of which ------------ shall be deemed an original, but all of which together shall constitute one and the same instrument. 9. Applicable Law; Jurisdiction. The construction, performance and ---------------------------- 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 to effectuate their original intent as closely as possible. -2- Executed as of the date first written above. AT&T CORP. By /s/ Steven Garfinkel -------------------- Name: Steven Garfinkel Its: Assistant Secretary TELECORP PCS, INC. By /s/ Thomas H. Sullivan ------------------------ Name: Thomas H. Sullivan Its: President, Treasurer and Secretary SCHEDULE C ---------- TeleCorp Territory: - -------------------
Market BTA Market Designator ------ --------------------- I. From New Orleans MTA -------------------- Baton Rouge, LA 32 Lafayette-New Iberia, LA 236 New Orleans, LA 320 Alexandria, LA 009 Houma-Thibodeaux, LA 195 Hammond, LA 180 II. From Dallas-Forth Worth MTA --------------------------------------------- Portions of the Monroe, LA BTA*: 304 Ashley, AR Caldwell, LA Catahoula, LA *The Licensed Territory will include the Parishes of East Carroll, Franklin, Madison, Morehouse, Ouachita, Richland, Tensas, Union and West Carroll in the Monroe BTA necessary for TeleCorp to satisfy the FCC minimum build-out requirements pursuant to a build-out plan prepared by the Company and approved by AT&T, in its sole discretion, in accordance with Section 8.4(d) of the Stockholder's Agreement. III. From Houston, MTA ----------------- Beaumont, TX 34 Lake Charles, LA 238 IV. From St. Louis MTA ------------------ Cape Giradeau-Sikeston, MO 66 Carbondale-Marion, IL 67 Columbia, MO 90 Jefferson City, MO 217 Kirksville, MO 230 Mount Vernon-Centralia, IL 308 Poplar Bluff, MO 355 Quincy, IL-Hannibal, MO 367 Rolla, MO 383 Portions of Springfield, MO BTA: 428 Camden County, MO Cedar County, MO
Market BTA Market Designator ------ --------------------- Dallas County, MO Douglas County, MO Hickory County, MO Laclede County, MO Polk County, MO Stone County, MO Taney County, MO Texas County, MO Webster County, MO Wright County, MO West Plains, MO 470 V. From Little Rock MTA -------------------- El Dorado-Magnolia-Camden, AR 125 Fayetteville-Springdale-Rogers, AR 140 Fort Smith, AR 153 Harrison, AR 182 Hot Springs, AR 193 Jonesboro-Paragould, AR 219 Little Rock, AR 257 Pine Bluff, AR 348 Russellville, AR 387 VI. From Memphis-Jackson MTA ------------------------ Blytheville, AR 49 Dyersburg-Union City, TN 120 Jackson, TN 211 Portions of Memphis, TN BTA: 290 Crittendon County, AR Cross County, AR Lee County, AR Phillips County, AR St. Francis County, AR Benton County, MS Coahoma County, MS DeSoto County, MS Grenada County, MS Lafayette County, MS Marshall County, MS Panola County, MS Quitman County, MS
Market BTA Market Designator ------ --------------------- Tallahatchie County, MS Tate County, MS Tunica County, MS Yalobusha County, MS Fayette County, TN Hardeman County, TN Haywood County, TN Lauderdale County, TN Shelby County, TN Tipton County, TN VII. From Louisville-Lexington-Evansville MTA ---------------------------------------- Evansville, IN 135 Paducah-Murray-Mayfield, KY 339 VIII. Portions of the Puerto Rico-U.S. Virgin --------------------------------------- Islands MTA ----------- San Juan-Arecibo, Humacao 488 Mayaguez Aguadilla-Ponce 489 U.S. Virgin Islands 491 IX. From Milwaukee MTA ------------------ Milwaukee 297 Appleton-Oshkosh, WI 18 Fond du Lac, WI 148 Portions of Green Bay, WI BTA: 173 Brown County, WI Door County, WI Kewaunee County, WI Janesville-Beloit, WI 216 Madison, WI 272 Manitowoc, WI 276 Sheboygan, WI 417 Portions of Marquette, MI BTA: 282 Alger, MI Escabana, MI 132 Stevens Point-Marshfield, WI (4) 432 Portions of the La Crosse, WI-Winona, MN 234 BTA (4): Allamakee, IA Buffalo, WI
Market BTA Market Designator ------ --------------------- Houston, MN Jackson, WI La Crosse, WI Monroe, WI Vernon, WI Winona, MN X. From Des Moines-Quad City, IA MTA --------------------------------- Fort Dodge, IA 150 Waterloo-Cedar Falls, IA 462 Davenport, IA - Moline, IL 105 Dubuque, IA 118 Iowa City, IA 205 Burlington, IA 61 Clinton, IA - Sterling, IL 86 Des Moines, IA 111 Marshall Town, IA(3) 283 Mason City, LA(3) 285 Ottumwa, IA(3) 337 Cedar Rapids, IA (4) 70 Sioux City, IA (3) 421
(3) The Licensed Territory shall be amended to include this market without any further action by the parties hereto upon the acquisition by the Company of a PCS License covering this market, if and only if, such PCS License is acquired (i) on or before November 13, 2002, or (ii) pursuant to an agreement to acquire such PCS License entered into by the Company on or before November 13, 2002, it being understood that if the Company does not acquire, or enter into an agreement to acquire, a PCS License covering this market on or before November 13, 2002, the Territory shall not be amended to include this market without AT&T PCS's prior written consent. (4) The Licensed Territory shall be amended to include this market without any further action by the parties hereto upon the acquisition by the Company of a PCS License covering this market, if and only if, such PCS License is: (i) held or formerly held by Airadigm Communications, Inc. ("Airadigm") and acquired by the Company either (A) from Airadigm through the bankruptcy proceeding In Re Airadigm Wireless Communications, Inc., in the United States Bankruptcy Court for the Western District of Wisconsin, Case No. 99-33500-11 (the "Bankruptcy Proceeding"), or (B) through a Federal Communications Commission re-auction of the PCS licenses formerly held by Airadigm (the "Re-auction"), as contemplated in the side letter between AT&T Wireless PCS, LLC and TeleCorp PCS, Inc., dated February 28, 2000, (ii) acquired pursuant to the right of first offer granted to the Company by AT&T Wireless Services, Inc. pursuant to that certain Letter Agreement dated November 13, 2000 between the Company and AT&T Wireless PCS, Inc., or (iii) acquired through any other means, provided, as to (iii) only, that such licenses are acquired prior to or contemporaneously with the later of (Y) the FCC Re-auction, or (Z) the closing of the Bankruptcy Proceeding.