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EXHIBIT 10.13.2
Amendment No. 1 to the General Agreement for Purchase of Personal
Communications Systems and Services Between
TeleCorp PCS, Inc., and Lucent Technologies Inc.
This is the first amendment ("Amendment No. 1") to the General Agreement for
Purchase of Personal Communications Systems and Services ("Agreement"), between
TeleCorp PCS, Inc., a Delaware corporation ("Customer") and Lucent Technologies
Inc. ("Seller" or "Lucent"), a Delaware corporation, Contract No.
LNM980501JATEL. Capitalized terms not defined herein shall have the same meaning
given to such terms in the Agreement.
WHEREAS Seller and Customer desire to amend the Agreement as stated in this
Amendment.
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter set forth and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged.
A. Scope of Amendment
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The Agreement is hereby amended to include the following terms and conditions:
Customer agrees to purchase a license from Seller for, and Seller agrees
to license and deliver to Customer and implement and support,
application software for (i) ACTIVIEW(R) Wireless Service Feature
Provisioning (WSP) order management system Licensed Materials and (ii)
BILLDATS(R) Data Manager application Licensed Materials, pursuant to
Attachment 1 - Pricing Summary, Attachment 2 - Statements of Work,
Attachment 3 - Post Warranty Communications Software Support and the
following terms and conditions.
B. Billing and Payment Terms
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(1) For each of BILLDATS(R) and ACTIVIEW(R) Core RTU Licensed Materials,
including Third Party Software and Custom Software packages, Customer
shall be invoiced for the prices set forth on Attachment 1 as follows
for the initial release (Year 0):
(a) 85% of the license fee on delivery or as soon thereafter as
practicable
(b) 15% of the license fee on Final Acceptance
(2) For BILLDATS(R) and ACTIVIEW(R) Core RTU Licensed Materials, including
Third Party Software and Custom Software packages, New Feature Pricing
provided in subsequent releases (Years 1 through 5), Customer shall be
invoiced for the prices set forth on Attachment 1 as follows:
(a) 90% of the invoiced amount on January 1 of each respective calendar
year during the term of this Amendment
(b) 10% of the invoiced amount on Final Acceptance
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(3) For Software Maintenance, Customer shall be invoiced the annual fee in
semi-annual installments on the first day of January and July of each
year. For Support Services and Project Management fees, Customer shall
be invoiced the entire annual fee on the first day of January, 1999.
(4) For all other charges and fees, Customer shall be invoiced either when
they are delivered or the service is completed.
(5) On or before September 30, 1998, Customer issued and Seller accepted an
order for $740,000 in ACTIVIEW(R) Core RTU Licensed Materials and
hardware and Seller issued and Customer accepted an invoice for said
amount. In consideration of Customer's purchasing the hardware directly,
Seller hereby issues a credit to Customer in the sum of $190,000.
(6) The provisions of Section 1.12 shall apply to all invoices issued under
this section 2.
C. Warranty/Post-Warranty Software Support
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The warranty period for BILLDATS(R) and ACTIVIEW(R) Licensed Materials
shall commence upon Final Acceptance and last for a period of twelve
(12) months.
Attachment 3 sets forth the post-warranty options available for software
support for BILLDATS(R) and ACTIVIEW(R) to Customer. Customer has
elected the Gold Uplift option and the pricing for this option is set
forth in Attachment 1.
Seller acknowledges that Customer in entering into this Agreement has
relied on Seller's good will and trust. In this regard, Seller agrees
during the term of this Agreement (i.e. Year 0 through Year 5) to
continue to improve the Communications Software (i.e. ACTIVIEW(R) and
BILLDATS(R)) to keep it consistent with state of the art technology and
customer needs, including those of Customer.
D. Third Party Responsibilities
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Seller shall not be responsible for any delay in performing its
obligations, as specified in Attachment 2 - Statement of Work, if
Customer or its other vendors or contractors fail to timely complete
their obligations which are essential to Seller's performance.
E. Remedies - Completion Delay
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For the purpose of this amendment, the application of section 1.16(b) of
the Agreement (entitled "Completion Delay") reading as "an amount equal
to .35% (thirty-five hundredths of one percent) of the aggregate
purchases ordered for such market" shall, as applied to delays relating
to the Communications Software Licensed Materials (i.e. ACTIVIEW(R) and
BILLDATS(R)), be construed to mean an amount equal to .35% (thirty-five
hundredths of one percent) of the aggregate purchases of licenses for
Communications Software Licensed Materials (i.e. ACTIVIEW(R) and
BILLDATS(R)), as specified in Attachment 1 - Pricing Summary, and shall
not include any other Products, or Services, ordered. For delays
relating to any other Products, Licensed Materials or Services, Section
1.16(b) of the Agreement shall remain in force and effect unchanged.
F. Miscellaneous
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(1) Except as modified by this Amendment, all terms and conditions
of the Agreement shall remain in effect and be fully applicable to
this Amendment and the Licensed Materials and Services (i.e.,
ACTIVIEW(R) and BILLDATS(R)) referred to herein.
(2) 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 as it relates to the Licensed Materials
and Services (i.e., ACTIVIEW(R) and BILLDATS(R)) referred to herein.
IN WITNESS WHEREOF, the parties have caused this First Amendment to be
executed by their duly authorized representatives on the date(s) indicated.
TeleCorp PCS, Inc., Lucent Technologies Inc.
By: /s/ Thomas H. Sullivan By: /s/ Charles M. Many
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Title: Executive Vice President Title: Vice President - Sales
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Date: 11/15/98 Date: 11/20/98
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