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EXHIBIT 10.1.2
ADDENDUM IV
TO
SPRINT PCS MANAGEMENT AGREEMENT
Manager: AirGate PCS, Inc. (formerly AirGate Wireless, 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
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 IV (this "Addendum") dated as of August 26, 1999, 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, and Addendum III entered into as of August 2, 1999 (the
Management Agreement as amended by Addenda I, II, and III 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.
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1. Revised Financing Plan. Exhibit 1.7 to this Addendum supersedes and
replaces in its entirety Exhibit 1.7 attached to the Management
Agreement and Addenda II and III.
2. Sale of Operating Assets or Licenses. Section 5 of Addendum III is
deleted in its entirety and replaced with the following language:
"Manager agrees that in the event any Related Party of Manager obtains
any Operating Assets or any FCC license that allows Manager to provide
personal communication services utilizing the Service Area Network,
Manager will execute an agreement with such Related Party that
provides that such Related Party will sell such Operating Assets and
such licenses as required under the Management Agreement, the Lucent
Consent and Agreement, a foreclosure sale or a bankruptcy proceeding
as if such Related Party were the Manager."
(The remainder of this page was intentionally left blank.]
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EXHIBIT 1.7 (Amended)
Amended Financing Plan
Manager intends to finance the build out of the Service Area Network and to
provide the necessary working capital to operate the business through a
combination of equity, high-yield debt and bank debt. Manager estimates that it
will raise in the range of $300 Million to $400 Million to fund its ten year
business operations in the Service Area. Manager currently is funded through
equity contributions and commitments from Weiss Peck & Greer PCS Partners, Inc.
and JAFCO America Ventures. Inc, and Maxicom PCS. L.L.C., bank loans from
Silicon Valley Bank and NationsBank and vendor financing from Lucent
Technologies Inc.
Manager has filed a registration statement with the Securities and Exchange
Commission to complete the equity and high yield debt placements and has
obtained a credit facility from Lucent Technologies Inc. Manager anticipates
financing its operations in the Service Area through the following sources and
in the following net proceeds:
Equity Approximately $80-100 Million
High Yield Debt Approximately $100- 150 Million
Committed Vendor Facility Approximately $130-150 Million
These projected funding amounts and the sources are subject to change due to the
financial needs of the Manager and based on conditions in the financial markets.
Manager agrees to have financing in a sufficient amount to complete each
phase of the Build Out Plan and to provide the necessary working capital to
operate the business by the following time frames. Such financing is currently
estimated to be committed in the following amounts:
Time Frame Financing Amount
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12/31/1998 $ 19.8 Million
10/15/1999 $ 180 Million
4/l/2000 $ 150 Million
In addition, these amounts are subject to change based on actual network and
operational costs associated with each phase of the Build Out Plan.
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IN WITNESS WHEREOF, the parties hereto have caused this Addendum IV to be
executed by their respective authorized officers as of the date and year first
above written.
SPRINT SPECTRUM L.P.
By:_________________________________________________
Bernard A. Bianchino,
Senior Vice President and Chief-Business Development
Officer - Sprint PCS
SPRINTCOM, INC.
By:_________________________________________________
Bernard A. Bianchino,
Senior Vice President and Chief-Business Development
Officer - Sprint PCS
SPRINT COMMUNICATIONS COMPANY, L.P.
By:_________________________________________________
Thomas E. Wieigman,
Senior Vice President, Consumer Market Strategy and
Communications
AIRGATE PCS, INC.
By:_________________________________________________
Shelley L. Spencer
Vice President of Law
