Exhibit 10.8
FORM OF
AMENDMENT NO. 3
TO
NETWORK MEMBERSHIP LICENSE AGREEMENT
AMENDMENT NO. 3 TO NETWORK MEMBERSHIP LICENSE AGREEMENT ("Amendment
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No. 3") dated as of April 4, 2002, by and between AT&T Corp., a New York
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corporation, with offices located at ▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇▇, for itself and its affiliated companies (collectively, "Licensor"),
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and Triton PCS Operating Company L.L.C., a Delaware limited liability company,
with offices located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("Licensee").
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Certain capitalized terms used herein and not otherwise defined have the meaning
assigned to such terms in the License Agreement referred to below.
WHEREAS, Licensee and Licensor are parties to that certain Network
Membership License Agreement, dated as of February 4, 1998 (as amended, and
including the terms and conditions of the letter from ▇▇▇▇ ▇▇▇▇▇▇▇-Key to ▇▇▇▇▇▇
▇▇▇▇▇, dated October 20,1998, the "License Agreement"), pursuant to which
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Licensor licensed and allowed Licensee to use the Licensed Marks in the Licensed
Territory on the terms set forth in the License Agreement;
WHEREAS, AT&T Wireless PCS LLC ("AT&T PCS"), and certain affiliates of
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Licensee are parties to that certain Exchange and Acquisition Agreement, dated
as of November 15, 2001 (the "Exchange and Acquisition Agreement"), pursuant to
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which, among other things, effective upon the closing of the transactions
contemplated by the Exchange and Acquisition Agreement (the "Exchange and
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Acquisition Closing"), Triton PCS License Company L.L.C. (an Affiliate of
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Licensee, "Triton License Company") will acquire from AT&T PCS a 20 MHz A Block
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PCS license covering the entirety of ▇▇▇▇▇▇▇ and Screven Counties, Georgia (the
"Assigned Atlanta License"), as more fully described, and upon the terms set
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forth, therein; and
WHEREAS, pursuant to the Exchange and Acquisition Agreement it was
agreed, and Licensor and Licensee desire, that, effective upon the Exchange and
Acquisition Closing (which is occurring as of the date hereof), the term
"Licensed Territory" as used in the License Agreement be amended to include
▇▇▇▇▇▇▇ and Screven Counties, Georgia.
NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein and for other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
1. Amendment. Schedule C to the License Agreement is hereby
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amended to include ▇▇▇▇▇▇▇ and Screven Counties, Georgia in the Licensed
Territory for the Savannah, Georgia BTA set forth in Item IV therein.
2. Severability of Provisions. Any provision of this Amendment No.
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3 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.
3. Agreement to Remain in Full Force and Effect. This Amendment
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No. 3 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.
4. Headings. The headings in this Amendment No. 3 are inserted for
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convenience and identification only and are not intended to describe, interpret,
define or limit the scope, extent or intent of this Amendment No. 3 or any
provision thereof.
5. Counterparts. This Agreement may be executed in counterparts,
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each of which shall be deemed an original, but all of which together shall
constitute one and the same Agreement.
6. Applicable Law; Jurisdiction. The construction, performance and
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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 No. 3 to effectuate their original intent
as closely as possible.
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