Intercarrier Roamer Service Agreement between Southwestern Bell Mobile Systems, Inc. and Dobson Cellular Systems, Inc.

Contract Categories: Business Operations › Services Agreements
Summary

This agreement, effective October 16, 1999, is between Southwestern Bell Mobile Systems, Inc. (SBMS) and Dobson Cellular Systems, Inc., along with their respective affiliates. It sets the terms for providing wireless roaming services to each other's subscribers, including service rates and technical requirements. The agreement replaces previous roaming and service agreements between the parties, clarifies the markets covered, and outlines how roaming will be managed. Both parties agree to facilitate roaming for their customers when outside their home service areas, subject to the terms specified.

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EX-10.9 71 a2041925zex-10_9.txt EXHIBIT 10.9 Exhibit 10.9 INTERCARRIER ROAMER SERVICE AGREEMENT ------------------------------------- THIS AGREEMENT is effective as of the 16 day of October, 1999, by SOUTHWESTERN BELL MOBILE SYSTEMS, INC. ("SBMS"), a corporation dually incorporated under the laws of Delaware and Virginia and acting under the authority and on behalf of itself, its limited partnerships and its Affiliates set forth on Appendix I; (collectively "SBMS Affiliates") and by Dobson Cellular Systems, Inc. ("Dobson") on behalf of itself and its Affiliates, as set forth in Appendix I, (collectively "Dobson Affiliates"). The parties will herein collectively be referred to as the "Parties" or individually as a "Party." Each of the Parties is a licensee or permittee of the Federal Communications Commission ("FCC") to offer Cellular Radiotelephone Service ("CRS") and/or Personal Communications Service ("PCS"), as defined herein, under FCC regulations at 47 CFR Part 22 or Part 24, respectively. RECITALS WHEREAS, SBMS and the Dobson Affiliates previously entered into certain Intercarrier Roamer Service Agreements including Rate Addendum and various letter agreements ("Roaming Agreements") with each other for the provision of cellular radiotelephone service and/or personal communications service to each other's subscribers; and WHEREAS, the parties wish to amend and supersede those Roaming Agreements and, by this Agreement, to define applicable terms and conditions and the wholesale service rates to be charged by the SBMS Affiliates to Dobson Affiliates and by Dobson Affiliates to the Effective: October 16, 1999 SBMS: FCB Dobson: MUR --- --- 1 SBMS Affiliates for the provision of roamer service to the other's subscribers, and to ensure that all the relevant markets are clearly and fully set forth; and WHEREAS, the Parties wish to terminate and supersede the Services Agreement between Dobson Cellular of Maryland and Washington/Baltimore Cellular Limited Partnership that was effective as of January 1, 1997; and WHEREAS, SBMS Affiliates offer CRS and/or PCS, but the PCS offered by any SBMS Affiliate are TDMA or GSM technologies only; and WHEREAS, the Parties wish to continue to make arrangements to facilitate the provision of CRS and PCS to roamers as those terms are defined in and in accordance with this Agreement; and WHEREAS, in the event that dual-mode roaming between different PCS technologies becomes economically and technically feasible, the Parties may agree to amend this Agreement to provide for mutual roaming between PCS markets utilizing different technologies. NOW, THEREFORE, in consideration of the promises herein set forth and intending to be legally bound hereby, the Parties do hereby agree as follows: DEFINITIONS - ----------- A. "Affiliate" means any facilities-based Wireless provider that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with another such provider. Control shall be defined as (i) fifty percent (50%) or more ownership or beneficial interest of income and capital of such entity; or (ii) ownership of at SBMS: FCB Dobson: MUR --- --- 2 least fifty percent (50%) of the voting power of voting equity; or (iii) sole or shared management as a general partner of the entity; or (iv) the ability to otherwise direct management policies of such entity by contract or otherwise. B. "Agreement" means this Intercarrier Roamer Service Agreement, including all appendices attached hereto. C. "Authorized Roamer" means a Roamer that (1) uses equipment with the NPA/NXX combinations listed in accordance with Paragraph 2.1 of this Agreement and (2) for whom the Serving Carrier has not received a negative notification or has received a positive notification in accordance with Paragraph 2.2 hereof. D. "Cellular Radiotelephone Service" or "CRS" means a radio service in which common carriers are authorized by the FCC under 47 CFR Part 22 and licensed under 47 CFR Part 22, Subpart H to offer and to provide service for hire to the general public through a cellular system utilizing the channels and bandwidths assigned under 47 CFR Part 22, Subpart H, Section 22.905. E. "CIBER" means Cellular Intercarrier Billing Exchange Record, the publication prepared and maintained by CIBERNET Corporation, a wholly owned subsidiary of the Cellular Telecommunications Industry Association, as a service to the cellular service industry. The CIBER Record was developed as a "living" standard, and as such is updated from time to time as the needs of the wireless industry dictate. Unless specifically provided otherwise in the Agreement, all words and phrases defined in the CIBER Record shall have the same meaning for purposes of this Agreement. SBMS: FCB Dobson: MUR --- --- 3 F. "Clearinghouse" means that entity that provides for the exchange of CIBER Records and performs industry accepted CIBER edits, including edits to verify Industry Negative File information. The Clearinghouse may also provide Positive Verification and Negative Verification services as defined herein. G. "ESN" means the Electronic Serial Number that is "burned" into the customer's mobile telephone set by the manufacturer. H. "HLR" or "Home Location Register" is a database of the customers who are Authorized Roamers by the Home Carrier. I. "Home Carrier" means a Party that is providing Wireless Service to its registered customers in a geographic area where it holds a license or permit for Wireless Service. J. "Industry Negative File" means the negative file maintained by the Clearinghouse in accordance with approved CIBERNET Negative File Guidelines. K. "MIN" means the "Mobile Identification Number" that is assigned by a Home Carrier to each of its registered customers. L. "NPA/NXX combinations" means the six-digit numerical combinations assigned by regulatory authorities to identify the area code and prefix for wireless service. M. "Personal Communications Service" or "PCS" means a radio service in which common carriers are authorized by the FCC and licensed under 47 CFR Part 24, Subpart E as currently in effect to offer and to provide service for hire to the general public utilizing the following frequency bandwidths: 1850-1890 MHZ, 1930-1970 MHZ, 2130-2150 MHz, and 2180-2200 MHz (Broadband PCS) and including GSM (the DCS 1900 protocol for the North American System). PCS does not include Cellular Radiotelephone Service as herein defined. SBMS: FCB Dobson: MUR --- --- 4 N. "Roamer" means a customer who seeks wireless service in a geographic area outside of the area served by the Party with whom it is registered. O. "Serving Carrier" means a Party who provides wireless service for customers of another party while such customers are out of their Home Carrier's geographic area and in the geographic area where the Serving Carrier holds a license or permit for Wireless Service. P. "Settlement Date" means the fifteenth (15th) day of each calendar month or, if not a business day, on the next business day thereafter, when each Party will settle its accounts with the other pursuant to Paragraph 5 on the basis of billing information received up to that date. Q. "Signaling System 7" or "SS-7" means a data transmission protocol designed for Common Channel Signaling communication between telecommunication switches. R. "VLR" or "Visitor Location Register" is a database(s) of roamer status as specified by the Home Carrier's HLR. S. "Wireless Service" means either CPS or PCS as is appropriate or technically feasible in the context it is used. AGREEMENT - --------- 1. PROVISION OF SERVICE AND RATES. The Serving Carrier agrees to provide Wireless Service to Authorized Roamers of Home Carrier under the terms and conditions provided in this Agreement. However, nothing in this Agreement shall require any Party to make a technical alteration or reconfiguration of its network, in order to enable Authorized Roamers of the other Party to roam, that it is not making on behalf of the other similarly-situated roamers. SBMS: FCB Dobson: MUR --- --- 5 The Home Carrier bears the responsibility and expense of providing its customers with equipment that is technically compatible with network upon which roaming is sought. No Party shall have any obligation to reconfigure or to redesign its network with technology currently in use by another Party or to perform specialized routing to accommodate foreign customers. Nothing in this paragraph shall limit any Parties' ability to install equipment or take other appropriate measures to prevent unauthorized usage. 1.1 RATES. Effective as of the date set forth at the beginning of this Agreement, all SBMS Affiliates markets and all Dobson Affiliate markets will charge the rates set forth in the Rate Addendum attached hereto. Amendments in the rates set forth therein may be changed only by the written mutual agreement of the Parties. Rates contained therein are wholesale rates only, and the Parties hereto make no representations and no agreements whatsoever regarding retail rates they may charge their subscribers. 1.2 CURRENT ROAMING MARKETS. Each Party shall list on Appendix I hereto each market which it intends to be either a Home or Serving market, listed by its respective Affiliate, as previously defined herein. Any market listed on Appendix I where roaming service is not available, or for which no deployment date has been announced, at the time this Agreement is executed shall be listed separately on Appendix 2. Due to concerns about fraud, no Party shall be obligated to load into its switches the exchanges of the markets listed on Appendix 2 until notified by the Party whose market is so listed. When a listed market is available for roaming, or when it announces a deployment date, that Party shall notify the other Parties to this Agreement in writing and shall substitute a new Appendix 2 deleting that market. In that SBMS: FCB Dobson: MUR --- --- 6 event, the Parties shall commence roaming in the market within thirty (30) days of the written notice. 1.3 ADDITION OR DELETION OF MARKETS. Either Party, upon sixty (60) days written notice to the other Party, may add additional domestic Wireless Service markets controlled directly or indirectly, by an Affiliate to those contained in Appendix I; provided that neither party may add a market that is not listed on Appendix I as of the effective date of this Agreement without the consent of the other party if that market overlaps any portion of the other party's markets covered by the Agreement. Said additions may be reflected in either a new Appendix I or by providing notices of additions via the industry-accepted form know as a Technical Data Sheet. Either the new Appendix I or a Technical Data Sheet shall be dated and executed by the submitting Party and provided to the other Party. However, in order to avoid possible confusion, the SBMS Affiliates reserve the right to request a new Appendix I be substituted whenever the number of Technical Data Sheets becomes voluminous or upon the passage of a reasonable period of time. In any event, either Party may request a new Appendix I at least once a year. If new markets are added as a result of an updated Appendix I, the new Appendix I shall be substituted for any previous Appendix I, and shall be of full force and effect as the controlling Appendix I. A Party may delete a market only if the market has been sold or transferred to an entity that is not affiliated with that Party as defined in this Agreement, and shall provide sixty days written notice to the other Party of the deletion and the reason therefor. SBMS: FCB Dobson: MUR --- --- 7 1.4 ADDITION OR DELETION OF AFFILIATES. Either Party may add domestic Affiliates along with the markets controlled by such Affiliates upon sixty (60) days written notice to the other Party; provided that neither party may add a market that is not listed on Appendix I as of the effective date of this Agreement without the consent of the other party if that market overlaps any portion of the other party's markets covered by the Agreement. Such written notice shall include a new Appendix I, amended to reflect the addition of Affiliates together with the markets controlled by those additional Affiliates. In that event, the new Appendix I shall be substituted for any previous Appendix I, and shall be in full force and effect as the controlling Appendix I. The new Affiliate must acknowledge and agree in writing to be bound by the terms and conditions of this Agreement by sending such written acknowledgment to each Party. The Affiliate obtaining the Wireless Service hereunder shall then be liable for the obligations incurred as if such Affiliate had entered into a separate Agreement. A Party may delete an Affiliate only if the Affiliate has ceased to be affiliated as defined in this Agreement, and shall provide sixty days written notice to the other Party of the deletion and the reason therefor 1.5 NO THIRD PARTY BENEFICIARIES. The Parties agree that if one Party notifies the other that a market is deleted in accordance with Section 1.3 because such market has been sold or transferred to a non-Affiliate, then that transferee has no rights as a third party beneficiary under this Agreement. In the event that an Affiliate ceases to be affiliated as defined in this Agreement, then the Party shall provide written notice of the cessation of affiliation to the other Party as soon as reasonably practicable. The former Affiliate has no rights under this Agreement as of the effective date of the cessation of affiliation. SBMS: FCB Dobson: MUR --- --- 8 1.6 PROTECTION OF CARRIER'S OPERATIONS. Notwithstanding anything in the Agreement to the contrary, a Serving Carrier may suspend or terminate service to a Roamer in accordance with its own standard terms and conditions of service. No Serving Carrier shall carry, in connection with it service to Roamers, recorded announcements or other similar inducements for a Roamer to discontinue the Wireless Service of the Home Carrier or otherwise interfere with the Roamer's use of the Home Carrier's system. 1.7 EFFECT OF FCC ORDER. In the event the FCC issues any Order or Ruling that addresses the terms and conditions of "automatic roaming" by PCS and/or cellular licenses that in the reasonable opinion of either Party significantly affects its overall pricing structure or the material terms and conditions upon which its services frequently provided, then the Parties will negotiate a revised rate, or material term affecting the MTA/BTAs or MSA/RSAs covered by this Agreement. If the Parties are unable to agree on a revised rate or material term within sixty (60) days of a written request for renegotiations, then this Agreement shall terminate on the 15th day of the month immediately following the sixty (60) day negotiation period, unless the parties mutually agree to continue negotiations. 1.8 SPECIAL PROVISIONS 1.8.1 For purposes of this Agreement, SBMS's Wash/Raft Market is defined as the following licensed areas: Baltimore, Maryland MSA; Washington, D.C. MSA; Virginia RSA 10; Virginia RSA 11; Virginia RSA 12; and West Virginia RSA 4. For purposes of this section, Dobson's MD2 Market is defined as its Maryland RSA 2 licensed area, and Dobson's Western Maryland Market is defined as the following licensed areas; Frederick, Maryland RSA3 Cumberland, Maryland MSA, Hagerstown, Maryland MSA and Maryland RSA 1 Deep Creek. SBMS: FCB Dobson: MUR --- --- 9 1.8.2 Dobson may broadcast SBMS's SID No. 00013 in Dobson's MD2 Market and in Dobson's Western Maryland Market; provided, however, that Dobson shall maintain one or more separate BIDs for its licensed areas that broadcast SID 00013, and SBMS has the right to terminate Dobson's right to use SID No. 00013 upon one hundred eighty (180) days advance written notice to be effective at any time on or after October 16, 2001. 1.8.3 SBMS's Wash/Balt Market and Dobson's MD2 and Western Maryland Markets will not charge each other any toll or long distance or other similar additional fees when home subscribers from those markets place roaming calls that both originate and terminate within the areas covered by those markets. The charges assessed by either Party to its own subscribers shall be that Party's individual decision. No landline, interconnection, network surcharge or similar charges or fees (either on a per minute, per call, per day or per month basis) will be charged by one Party to the other Party in those markets. 1.8.4 For purposes of delivering the traffic described above (roaming calls placed by home subscribers from SBMS's Wasb/Balt Market and Dobson's MD2 and Western Maryland Markets that both originate and terminate in the areas covered by those markets) between the Wasb/Balt Market on the one hand and MD2 and Western Maryland on the other hand, the Parties will use the existing link between Wash/Balt and MD2 (or an alternative link between Wash/Balt and Western Maryland, subject to agreement by both Parties), and will continue to share equally the cost of that link, including any increased costs as a result of increased capacity requirements for the link. Each party is responsible for the cost of carrying traffic that originates on its cell sites to the point of interconnection with the shared link. SBMS: FCB Dobson: MUR --- --- 10 1.9 MINIMUM AIRTIME COMMITMENT. 1.9.1 The Dobson Affiliates listed in Appendix I as of the effective date of this Agreement commit to send the following number of airtime minutes to the existing SBMS Affiliate networks listed in Appendix I (excluding the SBMS Affiliate markets listed on Appendix 2): 10/16/1999 through 10/15/2000 ____________ minutes 10/16/2000 through 10/15/2001 ____________ minutes 10/16/2001 through 10/15/2002 ____________ minutes 1.9.2 The "existing SBMS networks" referenced above include those SBMS markets listed on Appendix I excluding any Delaware Valley Communications, Inc. PCS markets that have not launched as of the effective date hereof, and they do not automatically include after-acquired markets of SBMS. For example, "existing SBMS networks" do not include any Ameritech Cellular affiliates, even if SBC's pending merger with Ameritech receives regulatory approval or closes prior to the execution of this Agreement. With respect to any new markets or affiliates added to this Agreement pursuant to the terms of the Agreement, it is provided that any Dobson minutes sent to a newly added SBMS market and any Dobson minutes sent from a newly added Dobson market will not count toward Dobson's airtime commitments hereunder unless and until the Parties have agreed in writing on new commitment levels in connection with such additions. 1.9.3 Any shortfalls in the number of minutes committed to during the time periods set forth above will be charged at $___/minute. For example, during the period of October 16, 1999, through October 15, 2000, if Dobson sends ________ airtime minutes to SBMS SBMS: FCB Dobson: MUR --- --- 11 networks, Dobson will pay to SBMS an additional $______ (___ million minutes @ $___ per minute) at the end of such period. 1.10 RATES FOR FUTURE MARKETS. When either Party adds new markets or affiliates to this Agreement pursuant to the terms of the Agreement, any pre-existing roaming agreements between the new market and/or affiliate and the other Party will be terminated and the markets added to this Agreement at the airtime rates (excluding any daily charges) previously in place between the new market and/or affiliate and the other Party, or at $___/minute with no daily charge, whichever is lower. The domestic toll rate of $___ per Minute shall apply to all new markets added to this Agreement the Parties may mutually agree to negotiate new airtime and/or domestic toll rates for such markets 1.11 SBMS and Dobson agree to use commercially reasonable efforts to work toward implementing IS 136 interoperability for feature portability of mutually agreeable features between their networks. 2. EXCHANGE OF INFORMATION. The following terms and conditions shall govern the obligations of the Parties regarding exchange of information. 2.1 NPA/NXX COMBINATIONS. Each Party shall provide the other, or its authorized representatives, with a list of the valid NPA/NXX combinations used by its customers that shall be accepted by the other Party. Such NPA/NXXs will follow the CIBER guidelines associated with shared line ranges. Each Party will be responsible for billing to any number within that total range. The minimum time required before changes, additions or deletions of NPA/NXXs are effective shall be fifteen (15) days from the date of receipt of written notification of such changes, additions or deletions by either of the Parties. Authorized SBMS: FCB Dobson: MUR --- --- 12 Roamers must use equipment with the NPA/NXX combinations listed in accordance with this Paragraph 2.1. NPA/NXX changes shall be forwarded using such methods or facilities mutually designated by the Parties. 2.2 FRAUD CONTROL. To control fraudulent roamer usage, each party shall use in all markets an on-line positive validation whether through a Clearinghouse system using accepted CIBERNET Negative File Guidelines, SS-7 connection or switch-to-switch interconnect facilities. If SS-7 connection or switch-to-switch, the Parties thereby mutually agree to accept verification requirements via the HLR resident in the Home Carrier's switch. The Home Carrier's HLR will update the Serving Carrier's VLR with any changes of roamer verification status. The Parties agree that calls completed by a Serving Carrier after a validation request pursuant to the agreed-upon validation method has determined that a Roamer is not a valid customer of the Home Carrier shall be the responsibility of the Serving Carrier. Each Serving Carrier shall use commercially reasonable efforts to provide each Home Carrier with realtime visibility of call detail records delivered through a network compatible with the Party's networks where such records are within the control of the Serving Carrier. Such information that is within the control of the Serving Carrier shall be delivered within the time frame that is standard within the industry. However, neither Party shall have any obligation to make a technical alteration or reconfiguration in its network or operations in order to accommodate the other party's call detail records. In the event that the Serving Carrier provides data to such real-time visibility system, the Serving Carrier shall not be liable in any event for a temporary failure of the system. However, the Serving Carrier, once notified of a temporary system failure, agrees to take all reasonable steps to remedy the failure where such failure is within SBMS: FCB Dobson: MUR --- --- 13 the control of the Serving Carrier. The parties agree to the exchange of settlement information at the clearinghouse via Electronic Data Transfer. They will begin with the exchange between SBMS's Wash/Balt Market and Dobson's MD2 and Western Maryland Markets, and work toward implementing in other markets as available. The parties will also work toward a 24-hour exchange of traffic between SBMS's Wash/Balt Market and Dobson's MD2 and Western Maryland Markets. 2.3 SUSPENSION FOR FRAUD. Whenever, in the judgment of either Party, roamer fraud becomes excessive, roaming under this Agreement may be suspended by the Home Carrier in the markets where such roamer fraud is excessive immediately at the Home Carrier's option by written notification to the other Party. This notification may be via facsimile in accordance with the notice provisions of Section 11. Such requests shall be completed within one (1) business day following receipt when possible, but not later than three (3) business days following receipt. After the expiration of the three (3) business days deadline, if an exchange is not removed, the liability for any fraud incurred will be the responsibility of the Serving Carrier. The Home Carrier shall submit all claims, in writing, for the fraudulent usage to the Serving Carrier. This notification may be via facsimile or by overnight mail. Suspension for fraud shall not be governed by the provisions and time frames set forth in Paragraph 8.1 hereof. In consideration of the immediacy of the suspension upon notice of fraud, the Parties agree that, upon the reasonable request of the other Party, each shall present documentation of the alleged fraud to support the notice of suspension. The Parties expressly agree that this Section 2.3 is intended to be used for the mutual protection of the Parties SBMS: FCB Dobson: MUR --- --- 14 against fraud and not to selectively remove individual markets from the operation of the Agreement for any other reason. 3. BILLING. The Home Carrier shall be responsible for all charges that are incurred by its customers as a result of service provided to them as Authorized Roamers by the Serving Carrier, provided that all charges are billed to the Home Carrier within thirty (30) days of call origination. Each Home Carrier shall be liable to the Serving Carrier for the payments provided for in Paragraph 4 whether or not amounts billed are paid to the Home Carrier by its customers. 3.1 TAXES. The Home Carrier shall also be responsible for billing its customers for and remitting to the Federal Government all federal excise tax that may be incurred in connection with the service being billed by it to its customers while the Serving Carrier will be responsible for the computation and remittance of all applicable state and local taxes. Each Home Carrier shall be liable to the Serving Carrier for all such state and local taxes submitted by the Serving Carrier, regardless of whether these amounts are paid to the Home Carrier by its customers. 3.2 CIBER RECORD EXCHANGE. Each Serving Carrier that provides Wireless Service to an Authorized Roamer pursuant to the Agreement shall, in accordance with industry standards, either via electronic data transmission or via magnetic tape, forward CIBER records on at least a weekly basis to the appropriate billing vendor and/or Clearinghouse. All records pertaining to any individual call shall be included in the same billing invoice and Roamer Billing Information supporting material. SBMS: FCB Dobson: MUR --- --- 15 3.3 CIBER EDITS. Where the Authorized Roamer billing information required to be provided by the Serving Carrier in accordance with Paragraph 3.2 above is not in accordance with the CIBER record, the Home Carrier may choose to perform CIBER edits and return records to the Serving Carrier as provided for in the CIBER Record Edit. Additionally, the Serving Carrier may correct the returned record and return it to the Home Carrier. All such return and resubmit of CIBER Records shall be performed using procedures outlined in the accepted CIBERNET Guidelines as amended from time to time. 4. REMITTANCE OF ROAMER CHARGES. The Home Carrier shall pay to the Serving Carrier one hundred percent (100%) of the Serving Carrier's charges for Wireless Service at the airtime rates set forth herein and one hundred percent (100%) of all charges associated with other services provided to its Authorized Roamers and billed by the Serving Carrier, including long distance charges and directory assistance and operator service on the first bill and, for subsequent bills, all such charges since the previous Settlement Date. In addition, each Home Carrier shall remit to the Serving Carrier such amounts as are due to the Serving Carrier without withholding any amount owed to it by the Serving Carrier under the Agreement. All amounts required to be paid pursuant to the terms of this Agreement shall be payable in United States currency. 5. SETTLEMENT. The Parties agree to follow industry settlement procedures and to make payments to each other pursuant to industry net settlement procedures (now administered by CIBERNET), as now existing or hereafter amended, which are incorporated herein by reference as if set forth herein in full, and to the extent there are any inconsistencies between such procedures and this Agreement, such procedures shall be controlling. Both Parties agree SBMS: FCB Dobson: MUR --- --- 16 that if payments are not received after thirty (30) days of original invoice, a late payment fee of the lesser of one and one-half percent (1-1/2%) per month, or the highest rate allowable by law, will be assessed on the invoice amount. 6. ARBITRATION. Disputes between the Parties, their successors and assigns, relating to billing, remittance or settlement sections of charges under this Agreement shall conclusively and finally be settled in the first instance through the industry net settlement procedures (now administered by CIBERNET), but if such procedures are not applicable or fail to resolve a dispute, then by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA). 6.1 PROCEDURES. Provided the responsible governing body or official of the industry net settlement administrator makes a final determination that its procedures do not apply to or cannot resolve a particular dispute, either Party may institute arbitration by giving written notice to the other Party of intention to arbitrate, which notice shall contain the name of the arbitrator selected by the Party, the nature of the controversy, the amount involved, if any, the remedies sought, and any other pertinent matter. Within seven (7) days after the giving of such notice, the other Party shall submit to the initiating Party the name of an arbitrator whom it has appointed and may submit an answering statement. Within fifteen (15) days thereafter the two (2) arbitrators so appointed shall select a third arbitrator; the three arbitrators so selected shall resolve the controversy. If any Party fails to choose an arbitrator within the seven (7) day period herein provided, or if the arbitrators appointed by the Parties cannot agree on the other arbitrator within fifteen (15) days of the appointment of the second SBMS: FCB Dobson: MUR --- --- 17 arbitrator, the arbitrator(s) selected by the Party(ies) shall appeal to an appropriate Judge. The arbitration hearings shall be held at a mutually agreed upon location by the said Parties. 6.2 DISCOVERY. Any Party to the arbitration may send-out requests to compel the production of documents from the other Parties. Disputes concerning the scope of document production and enforcement of the document request shall be subject to agreement by such Parties or may be resolved by the arbitrators as to the extent reasonable. All discovery requests shall be subject to the proprietary rights and rights of privilege of such Parties, and the arbitrators shall adopt procedures to protect such rights. Except where contrary to the provisions set forth in the Agreement, the rules of the AAA for commercial arbitration shall be applied to all matters of procedure, including discovery, provided, however, that the arbitration shall not be conducted under the auspices of the AAA and the fee schedule of the AAA shall not apply. The arbitrators may obtain independent legal counsel to aid in their resolution of legal questions presented in the course of arbitration to the extent they consider that such counsel is absolutely necessary to the fair resolution of the dispute, and to the extent that it is economical to do so considering financial consequences of the dispute. 6.3 LIMITS ON ARBITRATION. The arbitrators shall be limited to interpreting the applicable provisions of this Agreement, and shall have no authority or power to alter, amend, modify, revoke or suspend any condition or provision of this Agreement or to create, draft or form a new Agreement between the Parties, or to render an award which, by its terms has the effect of altering or modifying any condition or provision hereof, or terminate this or any Agreement. SBMS: FCB Dobson: MUR --- --- 18 6.4 EXPENSES OF ARBITRATION. Said Parties will each bear their own expenses of the arbitration and will share equally the expenses of the arbitrators. 6.5 ARBITRATORS' AWARD. The arbitrators shall make an award which may include an award of damages, and said award shall be in writing setting forth the facts found to exist. Failure to comply with the arbitration requirements of this Paragraph shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court with respect to any controversy or dispute relating to billing, remittance or settlement of charges under this Agreement. 6.6 CONTINUATION OF SERVICE PENDING ARBITRATION. Except where this Agreement permits a Party to terminate Roamer Services, in whole or in part, the Parties will continue to provide all services and honor all other commitments under this Agreement, including, without limitation, making payments in accordance with this Agreement during the course of resolution of disputes and arbitration pursuant to the provisions of this Paragraph. 7. DEFAULT. A Party will be in default under this Agreement upon the occurrence of any of the following events: (a) Said Party's violation of any term of the Agreement (including the industry net settlement procedures, now administered by CIBERNET, incorporated herein by reference), if such violation shall continue for fifteen (15) days after written notice thereof, (b) Said Party's voluntary liquidation or dissolution; (c) A final order by the FCC revoking or denying renewal of the wireless license granted to said Party; SBMS: FCB Dobson: MUR --- --- 19 (d) Said Party (i) files pursuant to a statute of the United States or of any state, a petition for bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of all or a portion of said Party's property, (ii) has filed against it pursuant to a statute of the United States or of any state, a petition for bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of all or a portion of said Party's property, provided that within sixty (60) days after the filing of any such petition said Party fails to obtain a discharge hereof, or (iii) makes assignment for the benefit of creditors or petitions for or voluntarily enters into an arrangement of such nature, and provided that such filing, petition or appointment is still continuing. (e) Violation of the obligations regarding Confidential Information contained in Paragraph 9 hereof. 8. SUSPENSION OR TERMINATION OF AGREEMENT. The Parties' rights to terminate or to suspend this Agreement are set forth below. 8.1 SUSPENSION OF SERVICE. In the event that roaming becomes operationally, technically or administratively impracticable on either Party's system(s), due, but not limited, to system overload either Party may suspend this Agreement on five (5) business days notice. The written notice shall be transmitted by facsimile or by overnight mail. The Parties shall work together to resolve as expeditiously as possible any difficulty that causes such suspension. At such time as either Party concludes that the problem causing the suspension has been resolved, such Party shall give the other Party written notice to this effect. This Agreement shall resume in full effect five (5) business days after such notice unless the Party receiving said notice gives written notice, before the expiration of this five (5) business day period, that SBMS: FCB Dobson: MUR --- --- 20 in its reasonable view the problem necessitating the suspension has not been resolved. If the problem giving rise to the suspension remains unresolved for thirty (30) days following written notice of suspension, the problem shall be submitted to Arbitration pursuant to Paragraph 6 herein. 8.2 TERMINATION. This Agreement may be terminated in the event of a default as defined in Paragraph 7 hereof, immediately upon written notice to the defaulting party. This Agreement may be terminated without cause as provided in section 24. 8.3 RIGHTS OF PARTIES UPON TERMINATION/SUSPENSION. The termination or suspension of the Agreement shall not affect the rights and liabilities of the Parties under the Agreement with respect to all Authorized Roamer charges incurred prior to the effective date of said termination. Further, the confidentiality provisions contained in Paragraph 9 hereof shall survive the termination of the Agreement for five (5) years. 9. CONFIDENTIAL INFORMATION. All disclosure of information (whether iii writing, visually or orally disclosed) under this Agreement will be deemed to be confidential unless specifically designated as non-confidential or non-proprietary at the time of disclosure, or unless, by its nature, it is obviously non-confidential or non-proprietary. The receiving Party can freely use, have used, or disclose to others such non-confidential or non-proprietary information. Nothing contained in this section shall be deemed to grant any license under any intellectual property right. Except as provided below in this section, the receiving Party of such confidential information agrees to treat the same as strictly confidential and shall not divulge, directly or indirectly, to any other person, firm, corporation, association or entity confidential SBMS: FCB Dobson: MUR --- --- 21 information so received, and shall not make use of or copy such confidential information, except for the purpose of this Agreement. Such confidential information may be disclosed only to such of the employees, consultants and subcontractors of the receiving Party who reasonably require access to such information for the purpose for which it was disclosed and who have secrecy obligations to the receiving Party. The commitment shall impose no obligation upon either Party with respect to any portion of such information that: (a) was known to the receiving Party prior to its receipt from the other Parry; (b) is now or which (through no act or failure on the part of the receiving Party) becomes generally known; (c) is supplied to receiving Party by a third party which the receiving Party in good faith believes is free to make such disclosure and without restriction on disclosure; (d) is disclosed by the disclosing Party to a third party generally, without restriction on disclosure; (e) is independently developed by the receiving Party without use of any confidential information provided by the disclosing Party. The obligation of confidentiality shall survive the termination or expiration of this Agreement for a period of five (5) years. Notwithstanding the provisions of Paragraph 6 of this Agreement, the Parties agree that either Party may enforce the provisions of this Paragraph regarding restrictions on confidentiality by an action for injunctive relief or other equitable remedies. SBMS: FCB Dobson: MUR --- --- 22 APPENDIX 1 INTERCARRIER ROAMER SERVICE AGREEMENT BETWEEN SOUTHWESTERN BELL MOBILE SYSTEMS, INC. AND DOBSON CELLULAR SYSTEMS, INC.
SOUTHWESTERN BELL SYSTEMS AS OF OCTOBER 6, 1999 STATION # SERVICE AREA MARKET SID/BID - ------------------------- --------- --------------- ---------- ------- Dallas SMSA KNKA229 Dallas/Fort Worth MSA Dallas, TX 00038 Limited Partnership Eastern Missouri Cellular KNKA218 St Louis, MO/IL MSA St. Louis, MO 00046 Limited Partnership Kansas City SMSA KNKA223 Kansas City, MO/IL MSA Kansas City, MO 00052 Limited Partnership San Antonio SMSA KNKA279 San Antonio, TX MSA San Antonio, TX 00122 Limited Partnership Oklahoma City SMSA KNKA296 Oklahoma City, OK MSA Oklahoma City, OK 00146 Limited Partnership Wichita SMSA KNKA225 Wichita, KS MSA Wichita, KS 00070 Limited Partnership St Joseph SMSA KNKA488 St Joseph, MO MSA St. Joseph, MO 30208 Limited Partnership Abilene SMSA KNKA559 Abilene, TX MSA Abilene, TX 30008 Limited Partnership Amarillo SMSA KNKA620 Amarillo, TX MSA Amarillo, TX 30010 Limited Partnership Corpus Christi SMSA KNKA388 Corpus Christi, TX MSA Corpus Christi, TX 00184 Limited Partnership Lubbock SMSA KNKA421 Lubbock,TX MSA Lubbock, TX 00422 Limited Partnership Midland/Odessa SMSA KNKA671 Midland, TX MSA Midland, TX 30 Limited Partnership KNKA674 Odessa, TX MSA 1 SOUTHWESTERN BELL SYSTEMS AS OF OCTOBER 6, 1999 STATION # SERVICE AREA MARKET SID/BID - ------------------------- --------- --------------- ---------- ------- Topeka SMSA KNKA442 Topeka, KS MSA Topeka, KS 30210 Limited Partnership Kansas City SMSA KNKA551 Lawrence, KS MSA Lawrence, KS 30600 Limited Partnership Dallas SMSA KNKA484 Sherman/ Dallas, TX 00038 Limited Partnership Denison, TX MSA McAllen-Edinburg-Mission MSA KNKA430 Brownsville/ Harlingen, TX 00278 Limited Partnership Harlingen MSA Texas/Illinois Cellular KNKA542 Laredo, TX MSA Laredo, TX 00402 Limited Partnership Texas RSA 6 KNKN369 TX RSA 6 Gainesville, TX 30036 Limited Partnership Texas RSA 7B1 KNKN730 TX RSA 7 Greenville, TX 30038 Limited Partnership Texas RSA 9B1 KNKN905 TX RSA 9 Ranger, TX 30278 Limited Partnership Texas RSA 9B4 KNKN906 TX RSA 9 Glen Rose, TX 30662 Limited Partnership Texas RSA 10B1 KNKN886 TX RSA 10 Corsicana, TX 30130 Limited Partnership Texas RSA 18 KNKN696 TX RSA 18 Dilley, TX 30204 Limited Partnership Texas RSA 19 KNKN576 TX RSA 19 Pleasanton, TX 30214 Limited Partnership Raymondville, TX 30456 Midway, TX 30216 Riviera, TX 30370 Texas RSA 20B1 KNKN945 TX RSA 20 Floresville, TX 30282 Limited Partnership Beeville, TX 30454 Missouri RSA 8 KNKN575 MO RSA 8 Fulton, MO 30054 Limited Partnership 2 SOUTHWESTERN BELL SYSTEMS AS OF OCTOBER 6, 1999 STATION # SERVICE AREA MARKET SID/BID - ------------------------- --------- --------------- ---------- ------- Missouri RSA 9B1 KNKN907 MO RSA 9 Butler, MO 30280 Limited Partnership Missouri RSA 11/12 KNKN726 MO RSA 11 Eldon/Jeff. City, MO 30132 Limited Partnership Missouri RSA 11/12 KNKN825 MO RSA 12 Rosati/Rolla 30226 Limited Partnership Eastern Missouri KNKN391 MO RSA 13 Bloomsdale, MO 30422 Cellular Limited Partnership Southwestern Bell Wireless, Inc. KNKN496 MO RSA 17 Fremont, MO 26350 Eastern Missouri Cellular KNKN497 MO RSA 18 Cape Girardeau, MO 30460 Limited Partnership Eastern Missouri Cellular KNKN653 MO RSA 19 Sikeston, MO 30522 Limited Partnership Oklahoma RSA 3 KNKN821 OK RSA 3 Chandler, OK 30128 Limited Partnership Oklahoma RSA 9 KNKN981 OK RSA 9 Ardmore, OK 30176 Limited Partnership Cross Valiant Cellular KNKQ260 OK RSA 10B2 Hugo, OK 30826 Partnership Southwestern Bell Mobile Systems KNKQ315 KS RSA 5 Leavensworth, KS 30462 Southwestern Bell Mobile Systems KNKA221 Houston, TX Houston, TX 31028 Southwestern Bell Mobile Systems KNKA302 Austin, TX Austin, TX 31034 Southwestern Bell Mobile Systems KNKA242 Baltimore, MD MSA Washington, DC 00013 Southwestern Bell Mobile Systems KNKA243 Washington DC, MSA Washington, DC 00013 Southwestern Bell Mobile Systems KNKN838 VA RSA 10 Winchester, VA 30341 Southwestern Bell Mobile Systems KNKN662 VA RSA 11 Fredericksburg, VA 30333 Southwestern Bell Mobile Systems KNKN634 VA RSA 12 Tappahannock, VA 30343 3 SOUTHWESTERN BELL SYSTEMS AS OF OCTOBER 6, 1999 STATION # SERVICE AREA MARKET SID/BID - ------------------------- --------- --------------- ---------- ------- Southwestern Bell Mobile Systems KNKN567 WV RSA 4 Martinsburg, WV 30339 Southwestern Bell Mobile Systems KNKQ221 MD RSA 2 Washington, DC 00013 Southwestern Bell Mobile Systems KNKN226 Boston, MA MSA Boston, MA 00007 Worcester Telephone Company KNKA359 Worcester, MA MSA 55 Boston, MA 00007 Southwestern Bell Mobile Systems KNKN705 Massachusetts RSA 2 Boston, MA 00007 Pegasus Cellular Telephone Co. KNKN827 NY RSA 4 Ithica, NY 01511 No. 3 (NY4) Syracuse Telephone Company KNKA294 Syracuse, NY MSA Syracuse, NY 00077 Utica Telephone Company KNKA468 Utica, NY MSA Utica, NY 00235 SBMS Cellular Telecom KNKA792 Bloomington, IL MSA Bloomington, IL 30045 Bloomington IN Champaign CellTelco KNKA478 Champaign, IL MSA Champaign/Urbana, IL 130005 Decatur Cellular Telephone Co., Inc. KNKA742 Decatur MSA Decatur, IL 30003 Gary Cellular Telephone Co. KNKA320 Gary, IN MSA Chicago, IL 00001 SBMS Cellular Telephone Springfield, Inc. KNKA747 Springfield, IL MSA Springield, IL 30001 Southwestern Bell Mobile Systems KNKN328 Illinois RSA 2 Chicago, IL 00001 Texas/Illinois Cellular Limited Partnership KNKN635 Illinois RSA 4 Jacksonville, IL 30553 Quincy, IL 30555 Southwestern Bell Mobile Systems KNKN468 Illinois RSA 5 Lincoln, IL 30387 Texas/Illinois Cellular Limited Partnership KNKN479 Illinois RSA 6 Salem/Vandalia, IL 30547 Effingham, IL 30549 Taylorville, IL 30551 Southwestern Bell Mobile Systems KNKA254 Chicago, IL MSA Chicago, IL 00001 Albany Telephone Company KNKA210 Albany, NY MSA Albany, NY 00063 Buffalo Telephone Company KNKA263 Buffalo, NY MSA Buffalo, NY 00003 4 SOUTHWESTERN BELL SYSTEMS AS OF OCTOBER 6, 1999 STATION # SERVICE AREA MARKET SID/BID - ------------------------- --------- --------------- ---------- ------- Genesee Telephone Company KNKA317 Rochester, NY MSA Rochester, NY 00117 Pegasus Cellular Telephone Co. (No. 1) KNKN856 Watertown, NY RSA 1 Watertown, NY 01505 Southwestern Bell Wireless Inc. KNKA476 Fort Smith, AR MSA Fort Smith, AR 00359 Southwestern Bell Wireless Inc. KNKA479 Fayetteville, AR MSA Fayetteville, AR 0060? Southwestern Bell Wireless Inc. KNKA776 Little Rock, AR MSA Little Rock, AR 00215 Pinnacle Cellular Limited Partnership KNKA746 Pine Bluff, AR MSA Pine Bluffs, AR 30763 Pinnacle Cellular Limited Partnership KNKN723 Arkansas RSA 1 Harrison, AR 30947 Pinnacle Cellular Limited Partnership KNKN863 Arkansas RSA 2 Pope, AR 30769 Stone, AR 26493 Pinnacle Cellular Limited Partnership KNKQ344 Arkansas RSA 3 Jonesboro, AR 31043 Independence, AR 26495 Pinnacle Cellular Limited Partnership KNKN717 Arkansas RSA 4 Jonesboro, AR 31043 Pinnacle Cellular Limited Partnership KNKN753 Arkansas RSA 5 Pope, AR 30769 Forrest City, AR 26497 Pinnacle Cellular Limited Partnership KNKN620 Arkansas RSA 6 Pope, AR 30769 White, AR 26499 Pinnacle Cellular Limited Partnership KNKN573 Arkansas RSA 7 Pope, AR 30769 Pinnacle Cellular Limited Partnership KNKN566 Arkansas RSA 8 Clarksville, AR 30949 Pinnacle Cellular Limited Partnership KNKP970 Arkansas RSA 9 Dequeen, AR 01955 Pinnacle Cellular Limited Partnership KNKQ384 Arkansas RSA 10 Hot Springs, AR 31035 Pinnacle Cellular Limited Partnership KNKN544 Arkansas RSA 12 El Dorado, AR 30799 Springwich Cellular Limited Partnership KNKA256 Connecticut NECMA Bridgeport, CT 00088 KNKA239 Connecticut NECMA Hartford, CT KNKA241 Connecticut NECMA New Haven, CT KNKA418 Connecticut NECMA New London, CT KNKN589 Connecticut RSA Litchfield, CT KNKN759 Connecticut RSA Windham, CT 5 SOUTHWESTERN BELL SYSTEMS AS OF OCTOBER 6, 1999 STATION # SERVICE AREA MARKET SID/BID - ------------------------- --------- --------------- ---------- ------- Springwich Cellular Limited Partnership KNKA252 Western Massachusetts Springfield, MA 30006 KNKN769 Franklin County, MA KNKA666 Pittsfield, MA New Brunswick Cellular Telephone Co. KNKA319 MSA 62 New Brunswick, NJ 00173 Long Branch Cellular Telephone Co. KNKA311 MSA 70 Long Branch, NJ 00113 Cell South of New Jersey, Inc. KNKA513 MSA 121 Trenton, NJ 00575 AMCELL of Atlantic City, Inc. KNKA791 MSA 134 Atlantic City, NJ 00267 Vineland Cellular Telephone Co. Inc. KNKA652 MSA 228 Vineland, NJ 00583 Ocean County Cellular Telephone Co. Inc. KNKN836 MSA 551 Ocean, NJ 01489 AWACS, Inc. KNKA182 MSA 4 Philadelphia, PA 00029 Wilmington Cellular Telephone Co. Inc. KNKA353 MSA 69 Wilmington, DE 00123 ???W Cellular Partnership KNKN720 MSA 359 Kent, DE (DE-1) 30279 Southwestern Bell Wireless M048A Tulsa MTA Tulsa (PCS) 04193 Pacific Telesis Mobile Services M002B Los Angeles - San Diego GSM 04146 Pacific Telesis Mobile Services M004B San Francisco - Oakland GSM 04184 Pacific Telesis Mobile Services M002B San Diego CA GSM 40174 Pacific Telesis Mobile Services M002B Las Vegas NV GSM 40176 Pacific Telesis Mobile Services M004B Sacramento CA GSM 40172
6 DOBSON CELLULAR SYSTEMS, INC. d/b/a CELLULAR ONE DOBSON AND AIRTOUCH, & SYGNET COMMUNICATIONS, INC. d/b/a CELLULAR ONE MARKETS INCLUDED EFFECTIVE OCTOBER 16, 1999
SID CITY ST MSA/RSA - --- ---- -- ------- CENTRAL REGION - -------------- 341 Enid OK Enid MSA 1251 Leavenworth KS KS 5 1395 Maryville MO MO 1 1401 Cameron MO MO 4 Linn County MO MO 5 1592 Cheyenne OK OK 5 & 7 1709 Corsicana TX TX 10 1721 El Campo TX TX 16 30337 Woodward OK OK 2 30382 Borger TX TX 2 30953 Cameron TX TX 10 30969 Marble Falls TX TX 10 EASTERN REGION - -------------- 1321 Deep Creek MD MD 1 1325 Frederick MD MD 3 26319 Eastern Shore MD MD 2 30891 Hagerstown MD Hagerstown MSA 30893 Cumberland MD Cumberland MSA 30895 Bedford PA PA 10-W NORTHERN REGION - --------------- 89 Youngstown OH Youngstown MSA 1509 Jamestown NY NY 3 1559 Sandusky OH OH 2 1611 Meadville PA PA 1 1621 Lawrence PA PA 6 1623 Indiana PA FA 7 30067 Erie PA Erie MSA 30303 Butler PA PA 6 30395 Sharon PA Sharon MSA 30397 Poland OH Youngstown MSA 30421 East Liverpool OH OH 11 30471 Clarion PA PA 6 30495 Batavia NY NY 3 30497 Bath/Corning NY NY 3 30503 Warren PA PA 1 30609 Ridgeway PA PA 2 30627 Olean NY NY 3 WESTERN REGION - -------------- 1023 Kingman AZ AZ 1 1065 Merced CA CA 4 1072 Imperial Valley CA CA 7 30017 Santa Cruz CA Santa Cruz MSA 30247 Merced CA CA 4 30879 San Benito CA CA 4
FCB MUR ATTACHMENT A REFERENCED AGREEMENTS ---------------------
INTERCARRIER ROAMING AGREEMENTS EFFECTIVE DATE - --------------------------------------- ------------------------- SOUTHWESTERN BELL MOBILE SYSTEMS, INC. October 16, 1999
FCB MUR ATTACHMENT B COVERED MARKETS
SOUTHWESTERN BELL MOBILE SYSTEMS, INC. - ------------------------------- 00038 DALLAS TX 00046 ST. LOUIS MO 00052 KANSAS CITY MO 00070 WICHITA KS 00122 SAN ANTONIO TX 00146 OKLAHOMA CITY OK 00184 CORPUS CHRISTI TX 00278 HARLINGEN TX 00402 LAREDO TX 04193 TULSA OK 26350 FREMONT MO 30036 GAINESVILLE TX 30038 GREENVILLE TX 30054 FULTON MO 30128 CHANDLER OK 30130 CORSICANA TX 30132 ELDON/JEFF. CITY MO 30176 ARDMORE OK 30204 DILLEY TX 30208 ST. JOSEPH MO 30210 TOPEKA KS 30214 PLEASANTON TX 30216 MIDWAY TX 30226 ROSATI/ROLLA MO 30278 RANGER TX 30280 BUTLER MO 30282 FLORESVILLE TX 30370 RIVIERA TX 30422 BLOOMSDALE MO 30454 BEEVILLE TX 30456 RAYMONDVILLE TX 30460 CAPE GIRARDEAU MO 30462 LEAVENWORTH KS 30522 SIKESTON MO 30600 LAWRENCE KS 30602 GLENROSE TX 30658 CAMDENTON MO 30826 HUGO OK Page 1 FCB MUR ATTACHMENT B COVERED MARKETS 31028 HOUSTON TX 31034 AUSTIN TX SNET - ------------------------------- 00088 HARTFORD CT 30006 SPRINGFIELD MA BOSTON REGION - ------------------------------- 00007 BOSTON MA 26519 PROVIDENCE RI 26521 BRISTOL COUNTY MA CENTRAL REGION - ------------------------------- 30001 SPRINGFIELD IL 30003 DECATUR IL 30005 CHAMPAIGN IL 30045 BLOOMINGTON IL 30387 LINCOLN IL 30547 SALEM IL 30553 JACKSONVILLE IL CHICAGO REGION - ------------------------------- 00001 CHICAGO IL WASHINGTON REGION - ------------------------------- 00013 WASHINGTON DC 30333 FREDERICKSBURG VA 30339 MARTINSBURG WV 30341 WINCHESTER VA 30343 TAPPAHANNOCK VA SYRACUSE REGION - ------------------------------- 00077 SYRACUSE NY 00235 UTICA NY 01505 WATERTOWN NY 01511 ITHICA NY Page 2 FCB MUR ATTACHMENT B COVERED MARKETS ROCHESTER REGION - ------------------------------- 00003 BUFFALO NY 00063 ALBANY NY 00117 ROCHESTER NY ARKANSAS REGION - ------------------------------- 00215 LITTLE ROCK AR 00359 FORT SMITH AR 00607 FAYETTEVILLE AR 01955 DEQUEEN AR 26493 STONE AR 26495 INDEPENDENCE AR 26497 FORREST CITY AR 26499 WHITE AR 30763 PINE BLUFF AR 30769 POPE AR 30799 ELDORADO AR 30947 HARRISON AR 30949 CLARKSVILLE AR 31035 HOT SPRINGS AR 31043 JONESBORO AR COMCAST - ------------------------------- 00029 PHILADELPHIA PA 00123 SALEM NJ 00173 MONMOUTH NJ 00267 ATLANTIC NJ 00575 MERCER NJ 00583 VINELAND NJ 01489 OCEAN CITY NJ 30279 KENT DE BTA NUMBER 25 ATLANTIC CITY NJ 116 DOVER DE 181 HARRISBURG PA 360 POTTSVILLE PA 370 READING PA 437 SUNBURY-SHAMOKIN PA 475 WILLIAMSPORT PA Page 3 FCB MUR ATTACHMENT B COVERED MARKETS 10 ALLENTOWN-BETHLE PA 240 LANCASTER PA 346 PHILADEPHIA PA 429 STATE COLLEGE PA 483 YORK-HANOVER PA
Page 4 FCB MUR ATTACHMENT C COVERED MARKETS
SOUTHWESTERN BELL MOBILE SYSTEMS, INC. - ------------------------------- 04146 LOS ANGELES GSM CA 04184 SAN FRANCISCO GSM CA 40172 SACREMENTO GSM CA 40174 SAN DIEGO GSM CA 40176 LAS VEGAS GSM NV 40342 BAKERSFIELD CA 40344 FRESNO NV 40346 RENO NV
Page 1 FCB MUR ATTACHMENT D COVERED MARKETS
SOUTHWESTERN BELL MOBILE SYSTEMS, INC. - ------------------------------- 30422 LUBBOCK TX 30004 MIDLAND TX 30008 ABILENE TX 30010 AMARILLO TX
Page 1 FCB MUR ATTACHMENT E COVERED MARKETS
DOBSON CELLULAR SYSTEMS - ------------------------------- 00089 YOUNGSTOWN OH 00341 ENID OK 01023 KINGMAN AZ 01065 MERCED CA 01072 IMPERIAL CA 01251 LEAVENWORTH KS 01321 DEEP CREEK MD 01325 FREDERICK MD 01395 MARYVILLE MO 01401 CAMERON MO 01509 DUNKIN/PRADONI NY 01559 SANDUSKY OH 01592 OKLAHOMA CITY OK 01611 MEADVILLE PA 01621 LAWRENCE PA 01623 INDIANA PA 01709 DALLAS TX 01721 EL CAMPO TX ?6319 EASTERN SHORE MD ??017 SANTA CRUZ CA 30067 ERIE PA 30247 MADERA CA 30303 BUTLER PA 30337 WOODWARD OK 30395 YOUNGSTOWN OH 30397 POLAND OH 30421 E LIVERPOOL OH 30471 CLARION PA 30495 BATAVIA NY 30497 BATH/CORNING NY 30503 WARREN PA 30609 RIDGEWAY PA 30627 OLEAN NY 30879 SAN BENITO CA 30891 HAGERSTOWN MD 30893 CUMBERLAND MD 30895 BEDFORD PA 30953 CAMERON TX 30969 MARBLE FALLS TX
Page 1 FCB MUR ATTACHMENT F COVERED MARKETS
DOBSON CELLULAR SYSTEMS - ------------------------------- 30382 BORGER TX
Page 1 FCB MUR