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Exhibit 10.13.3
Amendment No. 2 to the General Agreement for Purchase of Personal
Communications Systems and Services Between
TeleCorp PCS, Inc., and Lucent Technologies Inc.
This is the second amendment ("Amendment No.2") to the General Agreement for the
Purchase of Personal Communications Systems and Services ("Agreement"), Contract
No. LNM980501JATEL, between TeleCorp PCS, Inc., a Delaware corporation
("Customer"), and Lucent Technologies Inc. ("Seller" or "Lucent"), a Delaware
corporation, and is made effective as of the date September 18, 1998.
Capitalized terms not defined herein shall have the same meaning given to such
terms in the Agreement.
WHEREAS, the undersigned parties have previously entered into the
General Agreement and Amendment No. 1 to the General Agreement (the "First
Amendment"); 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 hereby agree to modify the General
Agreement as follows:
1. Customer agrees to bear responsibility for installation of MAUs at
cell sites for which the MAUs were not available at the time of original
cell site installation and tower construction. Installation of the MAUs
will be done in accordance with Attachment A of this Amendment, "MAU
Statement of Work."
2. Seller agrees to credit Customer an amount not to exceed $1,600 per
cell site for which Customer (or its agent) performs installations of
MAUs. This credit is only available for installations in New Orleans,
Memphis, Little Rock, and/or New England market areas and will be
applied to Customer's future purchases from Seller. Customer and Seller
agree to jointly track these installations in order to determine the
appropriate credits.
3. Seller remains responsible for assigning available MAUs to specific
cell sites.
4. Attachment C of the General Agreement, Responsibility Matrix, is
hereby amended to remove the reference to "Draft". The section
"SiteInstallation/Integration," item 7, is changed to reflect that this
item is the Customer's responsibility.
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5. Seller agrees to credit Customer an amount not to exceed $500 per
cell site for which Customer (or its agent) performs AC electrical
connectivity in the market areas of New Orleans, Memphis, Little Rock,
and New England. Customer shall be eligible to receive a credit pursuant
to mutually acceptable terms to be agreed upon for other domestic
markets as they are awarded to Customer. Seller agrees to credit
Customer an amount not exceed $800 per cell site for which Customer (or
its agent) performs AC electrical connectivity in Puerto Rico. This
credit will be applied to Customer's future purchases from Seller.
Customer and Seller agree to jointly track these installations in order
to determine the appropriate credits.
6. Except as modified by this Amendment, all terms and conditions of
the Agreement shall remain in effect and be fully applicable to this
Amendment.
7. Deference shall be granted to this Amendment and to any documents
attached hereto in the event of a conflict between this Amendment and
the Agreement.
IN WITNESS WHEREOF, the parties have caused this Second Amendment to be
executed by their duly authorized representatives on the date(s) indicated.
TeleCorp PCS, Inc. Lucent Technologies Inc.
By: /s/ Tom Sullivan By: /s/ Charles M. Many
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Name: Tom Sullivan Name: Charles M. Many
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Title: Executive Vice President Title: Vice President - Sales
and General Counsel ------------------------
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Date: 3/18/99 Date: 3/22/99
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