Exhibit 10.13.5
Amendment No. 5 to the General Agreement for Purchase of Personal
Communications Systems and Services Between
TeleCorp PCS, Inc., and Lucent Technologies Inc.
This is the fifth amendment ("Amendment No. 5") to the General Agreement
for the Purchase of Personal Communications Systems and Services ("General
Agreement"), Contract No. LNM980501JATEL between TeleCorp PCS, Inc., a Delaware
corporation (hereinafter referred to as "Customer" or "TeleCorp"), and Lucent
Technologies Inc. ("Seller" or "Lucent"), a Delaware corporation, and is entered
into as of January 27, 1999. Capitalized terms not defined herein shall have
the meaning given to such terms in the General Agreement.
WHEREAS, the undersigned parties have previously entered into the General
Agreement effective May 12, 1998; 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 hereto agree to modify the General
Agreement as follows:
1. Customer hereby places a Purchase Order for Lucent to provide the following
additional Products and Services: Radios, Spares, Installation Material,
Training, and Microwave Backhaul Facilities for the Puerto Rico Market,
including Equipment Engineering and Antenna Installation - Alignment and
Testing, Microwave Radio Installation - Test and Commissioning, and Project
Management, as more fully described in the Pricing Summary, Quotes, Service
Description, Microwave Facilities Scope of Work, and the Responsibility
Matrix, all attached hereto as Exhibits 1, 2, and 3, respectively, to this
Amendment #5 and incorporated herein. Pricing and quantities for the
Products and Services for Puerto Rico are as contained in Attachment A to
this Amendment #5 and are Attachment A is hereby added to the existing
Attachment A of the General Agreement.
1. Attachment A - Puerto Rico Pricing Summary for Wireless Project
2. Exhibit 1 - Pricing Summary and Quotes for Microwave Project
3. Exhibit 2 - Microwave Service Description and Scope of Work
4. Exhibit 3 - Microwave Responsibility Matrix
2. Sub-Article 1.27 NOTICES is revised to change Seller's address for
notifications to:
Lucent Technologies Inc.
4851 LBJ Freeway, Suite 900
Dallas, TX 75244
ATTN: Contract Manager - GCM
Phone: (972) 858-4956
Fax: (972) 858-4798
WITH A COPY TO:
Lucent Technologies Inc.
5 Wood Hollow Road, Room 2J11
Parsippany, NJ 07054
ATTN: Marc Epstein
Phone: (973) 581-3601
Fax: (973) 581-3454
3. For the purposes of this Amendment only, Lucent Technologies Puerto Rico,
Inc. is hereby added as a signatory to the General Agreement. Lucent
Technologies Puerto Rico, Inc. shall perform the installation and other
Services shown in the Attachment A hereto. All Purchase Orders placed
pursuant to this Amendment shall be placed jointly with Lucent Technologies
Inc. and Lucent Technologies Puerto Rico, Inc.
4. Article 1.17 Transportation shall have the following language added: "For
the Puerto Rico market only, the Delivery of Products and Licensed
Materials shall be D.D.U., port of entry in Puerto Rico, in accordance with
Incoterms as republished in 1990 and as may be amended or revised from time
to time. TeleCorp shall be responsible for the importation of all Products
and Licensed Materials into Puerto Rico and clearance of customs. In
addition to all taxes for which TeleCorp is responsible pursuant to the
General Agreement, TeleCorp shall be responsible for and shall pay when
due, all applicable Puerto Rico excise taxes."
5. Article 1.19 Title and Risk of Loss shall have the following language added
at the end of the first paragraph: " For Products and Licensed Materials
procured for use in Puerto Rico, title to those Products and license to Use
Licensed Materials shall pass to TeleCorp immediately prior to the entry of
such Products and Licensed Materials into Puerto Rico.
6. Lucent shall provide specific logistic management services on behalf of
TeleCorp in the form of assisting TeleCorp in clearing the Products and
Licensed Materials through customs, arranging transportation to a Lucent
facility in Puerto Rico, and coordinating the dispatch of the Products and
Licensed Materials to TeleCorp. Lucent will invoice TeleCorp for actual
costs on an as-incurred basis.
7. TeleCorp is responsible for site preparation and agrees the sites will be
complete with mounts prior to Lucent's installation of radios, equipment
racks, patch panels and other equipment.
8. For the items which the parties have agreed will be Customer Furnished
Equipment (CFE), TeleCorp or WFI will provide the specifications of each
such item to Lucent prior to TeleCorp placing an actual order for such
item. Lucent and TeleCorp will confirm the compatibility of the Customer
Furnished Equipment with the equipment being supplied by Lucent prior to
any order being placed by TeleCorp and well before installations are
planned. In the event TeleCorp/WFI furnish antennas for the Protected XP4
radios, the antennas should be standard rectangular interface. Lucent is
not responsible if the wrong interface is ordered by TeleCorp. Additional
stand-down fees on installation will be charged due to delays caused by
errors in the ordering of Customer Furnished Equipment.
9. TeleCorp has advised Lucent of its intent to purchase, install, and manage
all of the 10 GHz and 11 GHz radios from a third party. Pursuant to
TeleCorp's plans, Lucent will be responsible for delivering the 18 GHz
radios and therefore, once TeleCorp defines its requirements, TeleCorp may
hire Lucent's Network Management to integrate the two platforms for an
additional price. Both parties recognize that the number of links has
increased dramatically. Lucent will only be able to evaluate the cost of
the additional network management services required after TeleCorp
determines its requirements and purchases the 10 GHz and 11 GHz radios from
the third party.
10. TeleCorp agrees that Lucent's ability to provide a detailed Microwave
Facilities schedule is contingent upon TeleCorp supplying Lucent a document
containing a technical description, frequency plans, path data, path
profiles, performance calculations, site survey reports for each path,
along with the details of the overall Microwave Network Design, and any
other relevant information in a timely manner.
11. Lucent has been informed by DMC that DMC has completed Y2K testing of their
products on or about April 30, 1999. DMC will, however, provide TeleCorp
through Lucent with Y2K warranty compliance within 90 days from the date
Lucent places the order with DMC. DMC will be responsible for any field
repairs or replacements in the event such repairs or replacements become
necessary.
12. Section 1.22 of the General Agreement is amended by adding the following
sentence: "For any training conducted at Lucent or DMC facilities,
TeleCorp is responsible for all travel and living expenses associated with
sending TeleCorp personnel to such locations."
13. Except as modified by this Amendment, all terms and conditions of the
General Agreement, as amended, shall be fully applicable to this Amendment.
14. Deference shall be granted to this Amendment hereto in the event of a
conflict between this Amendment and the General Agreement.
IN WITNESS WHEREOF, the parties have caused this Amendment No. 5 to be
executed by their duly authorized representative on the date(s) indicated.
TeleCorp PCS, Inc. Lucent Technologies Inc.
By: /s/ Thomas H. Sullivan By: /s/ Lucent Technologies Inc.
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Name: Thomas H. Sullivan Name:
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Title: Executive Vice President Title:
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and Chief Financial
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Officer
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Date: Date:
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