EXHIBIT 10.17
AMENDMENT NO. 1
TO
AT&T WIRELESS SERVICES
NETWORK MEMBERSHIP LICENSE AGREEMENT
AMENDMENT NO. 1 TO NETWORK MEMBERSHIP LICENSE AGREEMENT ("Amendment
No.1") dated as of December 31, 1998, by and between AT&T Corp., a New York
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corporation, with offices located at 00 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx 00000,
for itself and its affiliated companies, including AT&T Wireless Services, Inc.
(collectively "Licensor"), and Triton PCS Operating Company L.L.C., a Delaware
limited liability company, with offices located at 000 Xxxxxxxxxx Xxxxx, Xxxxx
000, Xxxxxxx, XX 00000 ("Licensee"). Certain capitalized terms used herein and
not otherwise defined have the meaning assigned to such term in the License
Agreement referred to below.
WHEREAS, Licensor and Licensee are parties to that certain Network
Membership License Agreement, dated as of February 4, 1998 (the"License
Agreement"), pursuant to which Licensor agreed to license and allow Licensee to
use the Licensed Marks in the Licensed Territory on the terms set forth in the
License Agreement;
WHEREAS, Licensee and an Affiliate of Licensor are parties to that
certain Asset Purchase Agreement, dated as of the date hereof (the "Asset
Purchase Agreement"), pursuant to which, among other things, Licensee has
acquired from such Affiliate of Licensor a portion of the A Block PCS License
for the Norfolk, Virginia BTA owned by such Affiliate of Licensor covering such
market, on the terms set forth therein; and
WHEREAS, pursuant to the Asset Purchase Agreement it was agreed, and
Licensee and Licensor desire, that the term "Licensed Territory" as used in the
License Agreement be amended to include the Norfolk, Virginia BTA, on the terms
and conditions set forth in this Amendment No. 1.
NOW THEREFORE, in consideration of the mutual promises and covenants
herein contained 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 amended
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to include the following:
"VI. From Richmond MTA" BTA Market Designator
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Norfolk - Virginia Beach - Newport
News-Hampton, VA B324"
2. Severability of Provisions. Any provision of this Amendment No. 1
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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 No.
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1 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. Heading. The headings in this Amendment No. 1 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. 1 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. 1 to effectuate their original intent
as closely as possible.
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Executed as of the date first written above.
AT&T CORP. TRITON PCS OPERATING COMPANY
L.L.C.
By Triton Management Company, Inc., its
manager
By: /s/ [SIGNATURE ILLEGIBLE]^^
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Name: Signature Illegible By: /s/ [SIGNATURE ILLEGIBLE]^^
__________________________________
Title: Assistant Secretary Name:
Authorized Signatory Title:
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