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Exhibit 10.8
AMENDMENT NO. 5
TO
NETWORK MEMBERSHIP LICENSE AGREEMENT
AMENDMENT NO. 5 TO NETWORK MEMBERSHIP LICENSE AGREEMENT ("Amendment
No.
5"), dated as of October 31, 2003, by and
among AT&T Corp., a New York
corporation, with offices located at 32
Avenue of the Americas, New York, New
York 10013, for itself and its affiliated
companies (collectively, "Licensor"),
Triton PCS Operating Company L.L.C., a
Delaware limited liability company, with
offices located at 1100 Cassatt Road,
Berwyn, PA 19312 ("Licensee") and AT&T
Wireless Services, Inc., a Delaware
corporation with offices located at 7277
164th Avenue N.E., Redmond, WA 98052
("AWS"). Certain capitalized terms used
herein and not otherwise defined have the
meaning assigned to such terms in the
License Agreement referred to below.
WHEREAS, AT&T Wireless PCS LLC, a Delaware limited liability
company
("AWE") is a stockholder of Triton PCS
Holdings, Inc., a Delaware corporation
("Triton PCS Holdings") that is the
indirect owner of all of the membership
interests of Licensee, and AWS is the sole
member of AWE;
WHEREAS, AWS, AWE
and/or certain of their affiliates are parties to
various agreements with Licensee and/or
Triton PCS Holdings and certain of their
affiliates regarding the governance and
operation of Triton PCS Holdings and its
affiliates;
WHEREAS, Licensor and AWS have, for many years, used and
Licensor,
Licensee and AWS desire that Licensee
continue to use, in accordance with the
terms of that certain Network Membership
License Agreement, dated as of February
4, 1998, between Licensor and Licensee (as
amended, and including the terms and
conditions of the letter from Mary
Hawkins-Key to Andrew Price, dated October
20, 1998, the "License Agreement"), as
amended hereby, the Licensed Marks in
connection with the Licensed Activities;
and
WHEREAS, Licensor, AWS
and Licensee seek to extend the initial License
Agreement term for one (1) year, in lieu of
renewing the License Agreement for
an additional five (5) year term as
provided therein, and to provide for the
potential of additional one year terms
thereafter pursuant to the terms and
conditions contained herein.
NOW THEREFORE, in consideration of the premises and mutual
covenants
contained herein and for other good and
valuable consideration the receipt and
sufficiency of which are hereby
acknowledged, the parties hereby agree as
follows:
1.
Amendment of Section 11.1(a). Section 11.1(a) of the License
Agreement is hereby deleted in its entirety
and the following is hereby inserted
in lieu thereof:
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"(a) This
Agreement shall commence on February 4, 1998 and shall be in
effect for seven (7) years following such
date ("initial term"), unless
terminated earlier pursuant to this Section
11. At the end of the initial term,
this Agreement shall automatically renew
for successive additional one (1) year
terms ("One-Year Additional Terms") unless
this Agreement is terminated by
Licensee or Licensor giving written notice
to the other party (i) no later than
ninety (90) days prior to the end of the
initial term; or (ii) during any one of
the One Year Additional Terms and no later
than ninety (90) days prior to the
end of the then current One
