Exhibit 10.3
FOURTH ADDENDUM
TO
ACQUISITION AGREEMENT
THIS FOURTH ADDENDUM TO ACQUISITION AGREEMENT (this "Fourth Addendum"),
effective as of September 21, 2001 (the "Fourth Addendum Date"), is entered into
by and between TRITON PCS EQUIPMENT COMPANY L.L.C., a Delaware limited liability
company with an address in Berwyn, Pennsylvania ("PURCHASER"), and ERICSSON
INC., a Delaware corporation with its principal place of business in Richardson,
Texas ("SELLER").
WHEREAS, PURCHASER and SELLER entered into the Acquisition Agreement, effective
as of March 11, 1998 (as supplemented and amended by the First Addendum, Second
Addendum, Third Addendum and this Fourth Addendum, the "Acquisition Agreement").
WHEREAS, PURCHASER and SELLER desire to enter into this Fourth Addendum for
PURCHASER to obtain from SELLER the buyout of the future SCC charges for
PURCHASER'S TDMA MSCs, all in accordance with the terms and conditions of this
Fourth Addendum.
NOW, THEREFORE, PURCHASER and SELLER hereby agree as follows:
1. Definitions. Except as provided in this Fourth Addendum, the defined
terms used in this Fourth Addendum will have the same meanings ascribed
to them in the Acquisition Agreement.
2. SCC Buyout. SELLER will waive the right to collect future SCC charges
on all of PURCHASER's TDMA MSCs used (i) exclusively to support
cell-sites within PURCHASER's existing licensed footprint as of the
Fourth Addendum Date, or (ii) to support sites that link the PURCHASER
footprint with AT&T Wireless Services, Inc. (but excluding any
additional BTAs that AT&T Wireless Services, Inc. may transfer or sell
to PURCHASER); provided that PURCHASER pays to SELLER the SCC buyout
payment of $***** no later than *****. Such sites included in the
foregoing clauses (i) and (ii) are collectively referred to as the
"Supported Sites." Also in connection with the execution of this Fourth
Addendum, PURCHASER agrees to pay to SELLER all SCC charges accrued
prior to the earlier of (i) *****, or (ii) the date that the SCC buyout
payment of $***** is received by SELLER from PURCHASER.
In the event that PURCHASER desires to use either a current or future
TDMA MSC to support sites that are outside the Supported Sites, then
PURCHASER will pay to SELLER additional SCC charges calculated as
follows:
(x) The SCC charges that would have been due for the TDMA
MSC for the SCC to support the sites (assuming there
were no SCC buyout), multiplied by
(y) The number of TRU's outside the Supported Sites,
divided by
(z) The number of TRU's (both within and outside the
Supported Sites) supported by the TDMA MSC.
3. Use of MSC2000 in Tri-Cities. SELLER agrees to allow PURCHASER to
continue utilizing the MSC2000 in PURCHASER's Tri-Cities market for a
period of one year commencing on the Fourth Addendum Date, *****.
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**** Certain information on this page has been omitted from this filing and
filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.
4. Entire Agreement. This Fourth Addendum, together with each schedule
referred and attached hereto, constitutes the entire agreement between
the parties with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties have executed this Fourth Addendum as of the
Fourth Addendum Date.
TRITON PCS
ERICSSON INC. EQUIPMENT COMPANY L.L.C.
BY: TRITON MANAGEMENT COMPANY, INC.,
ITS MANAGER
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Printed Name: ▇▇▇▇▇ ▇▇▇▇▇ Printed Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------- ----------------------
Title: Vice President Title: Sr. VP Technology
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