Proprietary and Confidential 08/10/00
FIRST AMENDMENT TO SERVICES AGREEMENT
between
AIRGATE PCS, INC. AND COMPASS TELECOM SERVICES, L.L.C.
THIS FIRST AMENDMENT TO SERVICES AGREEMENT ("Amendment") is made and entered
into this 30 day of May, 2000 by and between AIRGATE PCS, INC. ("AIRGATE") and
COMPASS TELECOM SERVICES, L.L.C. ("COMPASS" OR "SERVICE PROVIDER").
W I T N E S S E T H
WHEREAS, on August 1, 1998, AirGate Wireless, L.L.C. and Compass entered
into a Services Agreement, that was subsequently assigned to AirGate, for
Compass to provide construction and project management services for construction
of AirGate's PCS network (the "Agreement"); and
WHEREAS, AirGate and Compass now wish to amend, modify and supplement the
terms of the Agreement Lease as more particularly described in this Amendment.
NOW, THEREFORE, for and in consideration of the foregoing premises, and
other consideration, the receipt and adequacy of which is hereby acknowledged,
the parties hereto hereby amend, modify and supplement the Agreement as follows:
1. DEFINITIONS. Except as amended in this Amendment, the terms as defined in
the Agreement shall have the same definition for purposes of this Amendment.
2. 3.1 CONTRACT PRICE. Section 3.1 of the Agreement is hereby deleted and
replaced in its entirety by the following:
" Company shall pay Service Provider for the Services a fixed price of
* All of the Service prices set forth in Exhibit A
(revised March 20, 2000), including the prices for Additional Services shall be
fixed for the term of the Agreement."
3. 3.6 BILLING ADDRESS. Section 3.1 of the Agreement is hereby deleted and
replaced in its entirety by the following:
"Service Provider will submit invoices to Company at the following address:
AirGate PCS, Inc.
233 Peachtree Street, NE, Suite 1700
Atlanta, GA 30303
Attn: David Roberts, Vice President of Engineering and Operations"
* Confidential portion omitted pursuant to a request for confidential treatment
and filed separately with the Commission.
<PAGE>
4. 3.7 PAYMENT ADDRESS. Section 3.7 of the Agreement is hereby deleted and
replaced in its entirety by the following:
"Payment will be made to Service Provider at the following address, unless
otherwise requested by Service Provider:
COMPASS Telecom Services, L.L.C.
2110 Newmarket Parkway, Suite 200
Marietta, GA 30067
Attn: Accounts Receivable"
5. EXHIBIT A. Exhibit A is hereby deleted and replaced in its entirety by
Exhibit A-2 attached hereto.
6. AGREEMENT REMAINS IN EFFECT. Except as otherwise amended, modified or
supplemented by the terms of this Amendment, the parties hereto expressly
acknowledge and agree that the terms of the Agreement shall remain in full force
and effect.
IN WITNESS WHEREOF the parties execute this Amendment and bind themselves to its
terms as of the date of execution of this Amendment.
AIRGATE PCS, INC. COMPASS TELECOM SERVICES, L.L.C.
/s/ Thomas M. Dougherty /s/ Matthew Prather
----------------------- ---------------------
(Signature) (Signature)
Title: President and CEO Title: Vice President
Date: May 26, 2000 Date: May 30, 2000
<PAGE>
EXHIBIT A-2
Fixed Contract Prices
(Revised March 20, 2000)
The following sets forth the agreed to revised prices under the terms and scopes
of the services included in this contract. The prices outlined are fixed for the
duration of this contract as referenced in Section 4.1. All services are fixed
price per site.
Description Original Revised
-------- ---------
Program Management * *
Construction Management * *
Fixed Network Design * *
Material Management * *
------- -------
Subtotal * *
Fixed Overhead Expenses * *
------- -------
Total * *
X * Sites * *
------- -------
(X * Site)
* Confidential portion omitted pursuant to a request for confidential treatment
treatment and filed separately with the Commission.
<PAGE>
