2
ADDENDUM V
TO
SPRINT PCS MANAGEMENT AGREEMENT
Manager: AirGate PCS, Inc.
Service Area: Anderson, SC BTA
Asheville-Henderson, NC BTA
Augusta, GA BTA
Charleston, SC BTA
Columbia, SC BTA
Florence, SC BTA
Goldsboro-Kinston, NC BTA
Greenville-Washington, NC BTA
Greenville-Spartanburg, SC BTA
Greenwood, SC BTA
Hickory-Lenoir-Morgantown, NC BTA
Jacksonville, NC BTA
Myrtle Beach, SC BTA
New Bern, NC BTA
Orangeburg, SC BTA
Roanoke Rapids, NC BTA
Rocky Mount-Wilson, NC BTA
Savannah, GA BTA
Sumter, SC BTA
Wilmington, NC BTA
Camden County, NC
Currituck County, NC
Dare County, NC
Pasquotank County, NC
This Addendum V (this "Addendum") dated as of May 12, 2000, contains
certain additional and supplemental terms and provisions to that certain Sprint
PCS Management Agreement entered into as of July 22, 1998 by the same parties as
this Addendum, which Management Agreement was further amended by Addendum I
entered into as of July 22, 1998, and further amended by Addendum II entered
into as of May 24, 1999, Addendum III entered into as of August 2, 1999 and
Addendum IV entered into as of August 26, 1999 (the Management Agreement as
amended by Addenda I, II, III and IV being the "Management Agreement"). The
terms and provisions of this Addendum control, supersede and amend any
conflicting terms and provisions contained in the Management Agreement. Except
for express modification made by this Addendum the Management Agreement
continues in full force and effect.
Capitalized terms used and not otherwise defined in this Addendum have the
meanings ascribed to them in the Management Agreement. Section and Exhibit
references are to Sections of, and Exhibits to, the Management Agreement, unless
otherwise noted.
1. EXPEDITE FEES. If Sprint PCS and Manager agree to pay additional
fees to a third party for any efforts associated with expediting completion of
any portion of Manager's Build Out Plan or Switch Integration to meet a Network
Ready Date (the "NRD") including, but not limited to, payment of expedited fees
for microwave relocation, and the NRD is later extended due to Manager action or
lack of action, then Manager will have full responsibility for the payment of
such fees.
2. LONG-DISTANCE PRICING. (a) The first sentence of Section 3.4 is
deleted in its entirety and replaced by the following language:
Manager must purchase long-distance telephony services from Sprint through
Sprint PCS both (i) to provide long-distance telephony service to users of the
Sprint PCS Network and (ii) to connect the Service Area Network with the
national platforms used by Sprint PCS to provide services to Manager under the
agreement and/or the Services Agreement. Sprint will bill Sprint PCS for such
services rendered to Sprint PCS, Manager and all Other Managers, and in turn,
Sprint PCS will bill Manager for the services used by Manager. Manager will be
charged the same price for such long-distance service as Sprint PCS is charged
by Sprint (excluding interservice area long-distance travel rates) plus an
additional administrative fee to cover Sprint PCS' processing costs.
(b) The following sentence is added as a second paragraph in Section 3.4:
"Manager may not resell the long-distance telephony services acquired from
Sprint under this Section 3.4."
3. RIGHT OF LAST OFFER. Section 3.7 is modified by adding the
following language: "(other than backhaul services relating to national platform
and IT application connections, which Manager must purchase from Sprint)" both
between (i) "Service Area Network" and "if Manager decides to use" in the first
sentence of the first paragraph and (ii) "for these services" and "and the
agreement was not made" in the first sentence of the second paragraph.
4. NON-TERMINATION OF AGREEMENT. The following language is added at the end
of Section 11.5.3 and Section 11.6.4: "but such action does not terminate this
agreement."
5. AMENDMENTS TO SECTIONS 13 THROUGH 16 OF MANAGEMENT AGREEMENT. If, on
or before June 30, 2000, Manager achieves network ready status of the Service
Area Network and meets the covered pops requirement, as stated in Exhibit 2.1 to
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the Management Agreement, in all of the markets in the Service Area other than
the markets listed below and the New Service Area (such markets targeted for
June 30, 2000 network ready status being referred to as the "June 30 Markets"),
then Sections 13, 14, 15 and 16 of Addendum I to the Management Agreement and
any references thereto in subsequent Addenda shall be deemed terminated and
deleted from all Addenda to the Management Agreement and of no further force or
effect. For purposes of this section, the Service Area Network shall be as set
forth in the original Management Agreement and the covered pops requirements
shall be as set forth in Exhibit 2.1 to Addendum II.
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Greenwood, SC BTA
New Bern, NC BTA
Camden County, NC
Currituck County, NC
Dare County, NC
Pasquotank County, NC
If Manager does not achieve network ready status and meet covered pops
requirements in all of the June 30 Markets by June 30, 2000, then Sections 13,
14, 15 and 16 of Addenda I to the Management Agreement and any references
thereto in subsequent Addenda will remain in full force and effect until the
date on which all of the June 30 Markets have achieved network ready status and
met the covered pops requirements, at which time each of such sections shall be
deemed terminated and deleted from all Addenda to the Management Agreement and
of no further force or effect.
6. STOCK AS COLLATERAL. The restrictions in the Management Agreement
against the Principals pledging their shares of AirGate PCS, Inc. common stock
as collateral terminate on the date of this Addendum.
7. ANNOUNCED TRANSACTIONS. Section 17.23 of the Management Agreement
is deleted in its entirety.
8. ADDITIONAL TERMS AND PROVISIONS. The phrase "the Addendum also
describes" is deleted from the second sentence of Section 17.24 of the
Management Agreement, and the following language is inserted at the end of that
second sentence: "have been disclosed verbally or in writing to Sprint PCS, and
photocopies of any such written agreements will be delivered to Sprint PCS upon
its request".
9. PAYMENT OF FEES UNDER SERVICES AGREEMENT. The second sentence of Section
3.1 of the Services Agreement is deleted in its entirety and replaced by the
following two sentences:
Except with respect to fees paid for billing-related services, the monthly
charge for any fees based on the number of subscribers of the Service Area
Network will be determined based on the number of subscribers as of the 15th day
of the month for which the charge is being calculated. With respect to fees
paid for billing-related services, the monthly charge for any fees based on the
number of subscribers will be based on the number of gross activations in the
month for which the charge is being calculated plus the number of subscribers of
the Service Area Network on the last day of the prior calendar month.
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IN WITNESS WHEREOF, the parties hereto have caused this Addendum V to be
executed by their respective authorized officers as of the date and year first
above written.
SPRINTCOM, INC.
By: /s/ Bernard A. Bianchino
------------------------
Bernard A. Bianchino,
Senior Vice President and Chief Business Development Officer - Sprint PCS
SPRINT COMMUNICATIONS
COMPANY, L.P.
By: /s/ Don A. Jensen
------------------
Don A. Jensen
Vice President - Law
AIRGATE PCS, INC.
By: /s/ Thomas M. Dougherty
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Thomas M. Dougherty
President and CEO
