AMENDED AND RESTATED
EQUIPMENT LEASE AGREEMENT
This Amended and Restated Equipment Lease Agreement (the "Agreement")
between Sprint Spectrum Equipment Company, L.P., a Delaware limited partnership
("EquipmentCo"), with its principal office and place of business at 4900 Main
Street, Kansas City, Missouri 64112, and Sprint Spectrum L.P., a Delaware
limited partnership ("Spectrum"), with its principal office and place of
business at 4900 Main Street, Kansas City, Missouri 64112.
RECITALS:
A. Spectrum is in the business of developing, operating and
managing a personal communications services ("PCS")
network; and
B. EquipmentCo owns equipment that is designed for use in the
operating of a PCS network and certain administrative
assets (the "Infrastructure Equipment"); and
C. For the development, operation and management of a PCS
network, Spectrum desires to lease all of the
Infrastructure Equipment owned by EquipmentCo; and
D. EquipmentCo is willing to allow Spectrum to use the
Infrastructure Equipment on the terms and conditions more
fully set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt and sufficiency of which the parties
acknowledge, the parties agree as follows:
1. Lease of Infrastructure Equipment. EquipmentCo leases all of its
Infrastructure Equipment, whether now owned or hereafter acquired, to Spectrum.
EquipmentCo agrees to acquire and subsequently lease to Spectrum such additional
Infrastructure Equipment as Spectrum may reasonably request. Spectrum will use
the Infrastructure Equipment at all times in a workmanlike manner and in such
manner as will not injure or damage the same, reasonable wear and tear excepted,
and any cost or expense for repairs will be borne by Spectrum. The installation,
location and use of the Infrastructure Equipment by Spectrum will comply with
all federal, state and local laws and regulations.
2. Reservation of Title. Title to all of the Infrastructure Equipment
will remain in EquipmentCo and not pass to Spectrum.
3. Term of Lease. Except as provided in Schedule A attached (which
schedule will not reduce the lease term below two (2) years), the lease terms of
the Infrastructure Equipment will range from two (2) to five (5) years,
commencing when assets are placed in service, which is no earlier than December
1, 1996, unless terminated earlier by either party giving at least 90 days prior
written notice to the other party.
4. Lease Payments. Spectrum will make lease payments to EquipmentCo in
accordance with Schedule A attached.
5. Delivery of Infrastructure Equipment. EquipmentCo will deliver the
Infrastructure Equipment to the address designated by Spectrum, freight prepaid.
At the termination of the lease, Spectrum will return the Infrastructure
Equipment to EquipmentCo at the address designated by EquipmentCo is good
condition, reasonable wear and tear excepted. The price of any required
reconditioning will be borne by Spectrum.
6. Disclaimer of Warranties. The parties agree that THERE ARE NO
EXPRESS WARRANTIES OTHER THAN THOSE APPEARING IN THIS AGREEMENT, AND THERE ARE
NO IMPLIED
WARRANTIES, EITHER OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN
CONNECTION WITH EITHER THE LEASE OF THE INFRASTRUCTURE EQUIPMENT.
7. Default. If Spectrum sells, assigns, or attempts to sell, assign or
otherwise transfer the Infrastructure Equipment or any interest in such
equipment, or if Spectrum fails to perform its duties and obligations, or fails
to comply with any provisions of this Agreement, EquipmentCo has the right to
terminate this Agreement immediately. Spectrum's obligations to make lease
payments will continue until such time as EquipmentCo leases the Infrastructure
Equipment to another party.
8. General Provisions. This Agreement supersedes and replaces that
certain Equipment Lease Agreement, dated as of July 1, 1996, between EquipmentCo
and Spectrum, in its entirety. This Agreement will be effective as of the
commencement of business on December 1, 1996. This Agreement may not be assigned
by either party without the written consent of the other party. This Agreement
is binding upon and will inure to the benefit of the parties' respective
successors and permitted assigns. This Agreement is governed by, and construed
and interpreted in accordance with, the laws of the State of Missouri without
reference to applicable choice of law provisions. The headings used in this
Agreement are for convenience only and must not in any way affect the meaning or
interpretation of this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized officers as of the day and year first above
written.
SPRINT SPECTRUM EQUIPMENT
COMPANY, L.P.
By: /s/ Joseph M. Gensheimer
Name: Joseph M. Gensheimer
Title: Secretary and General Counsel
SPRINT SPECTRUM L.P.
By: /s/ Robert M. Neumeister, Jr.
Name: Robert M. Neumeister, Jr.
Title: Chief Financial Officer
SCHEDULE A
The Infrastructure Equipment will be leased on a quarterly basis through Fourth
Quarter, 1997 and a monthly basis, thereafter, for the term of each leased
asset. The lease factor rate of the Infrastructure Equipment is determined by
the lease term, the required rate of return, and the required holding period for
the Infrastructure Equipment. The quarterly lease amounts and the monthly lease
amounts for the Infrastructure Equipment will be determined by multiplying the
respective lease factor by each asset's cost. Payment will be due on the leases,
30days after bill date. The quarterly lease factor shall be .02333% and the
monthly lease factor shall be .00778%.