Addendum IX to Sprint PCS Management Agreement between Sprint Entities and iPCS Wireless, Inc.
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This addendum, effective June 15, 2004, amends the existing Sprint PCS Management Agreement and related agreements between Sprint Spectrum L.P., SprintCom, Inc., WirelessCo, L.P., Sprint Communications Company L.P., and iPCS Wireless, Inc. It acknowledges iPCS Wireless, Inc.'s exercise of an option to expand its service area to include Sault Ste. Marie and Petoskey, Michigan, and updates the list of service areas and related exhibits. All other terms of the original agreements remain in effect except as specifically modified by this addendum.
EX-10.5 14 a2139422zex-10_5.txt EX-10.5 Exhibit 10.5 ADDENDUM IX TO SPRINT PCS MANAGEMENT AGREEMENT DATED AS OF JULY 28, 2004
This Addendum IX (this "ADDENDUM") contains amendments to the Sprint PCS Management Agreement, the Sprint PCS Services Agreement, the Sprint Trademark and Service Mark License Agreement and the Sprint Spectrum Trademark and Service Mark License Agreement, each of which was entered into on January 22, 1999 by Sprint Spectrum L.P., SprintCom, Inc., WirelessCo, L.P., Sprint Communications Company L.P. and Illinois PCS, L.L.C. After entering into these agreements, Illinois PCS, L.L.C. was merged into iPCS Wireless, Inc. on July 12, 2000. The Management Agreement, Services Agreement and Trademark License Agreements were amended by: (1) Addendum I dated as of January 22, 1999, (2) Addendum II dated as of August 3, 1999, (3) Amended and Restated Addendum III dated as of March 8, 2000, (4) Addendum IV dated as of July 12, 2000, (5) Addendum V dated as of December 15, 2000, (6) Addendum VI dated as of February 28, 2001, (7) Addendum VII dated as of August 26, 2002, and (8) Addendum VIII dated as of March 26, 2004. The purposes of this Addendum are to (1) acknowledge Manager's exercise of the Mackinac BTA option referenced in Addendum VIII and (2) update the Service Area BTAs and Exhibit 2.1 maps, table, and text to reflect the new additional territory. The terms and provisions of this Addendum control over any conflicting terms and provisions contained in the Management Agreement, the Services Agreement, the Trademark License Agreements and the Schedule of Definitions. The Management Agreement, the Services Agreement, the Trademark Licenses Agreements, the Schedule of Definitions and all prior addenda continue in full force and effect, except for express modifications made in this Addendum. Capitalized terms used and not otherwise defined in this Addendum have the meaning ascribed to them in the Schedule of Definitions or in prior addenda. Section and Exhibit references are to sections and Exhibits of the Management Agreement unless otherwise noted. The Management Agreement is modified as follows. 2 1. MACKINAC OPTION. Sprint PCS hereby acknowledges that, effective as of June 15, 2004, Manager exercised its option to expand its Service Area to include Sault Ste. Marie, Michigan (BTA #409) and Petoskey, Michigan (BTA #345) (the "Mackinac BTAs") by delivering notice to Sprint PCS in the form of EXHIBIT 8(b)(i) attached to Addendum VIII and completing the build-out as set forth in EXHIBIT 8(b)(ii) attached to Addendum VIII, in each case, to the satisfaction of Sprint PCS. Accordingly, Manager and Sprint PCS hereby agree that the list of BTAs in Manager's Service Area and Exhibit 2.1 are revised to include the Mackinac BTAs, as described in Section 2 below, effective as of June 15, 2004. 2. REVISED BUILD-OUT. Effective as of June 15, 2004, the Exhibit 2.1 table and narrative description attached to this Addendum supersedes the Exhibit 2.1 table and narrative description attached to Addendum VIII. Effective as of June 15, 2004, the Exhibit 2.1 map for Michigan attached to this Addendum supersedes the Exhibit 2.1 map for Michigan (Exhibit 2.1 Map part 2 of 3) attached to Addendum VIII. The maps for Illinois and Iowa and Nebraska attached to Addendum VIII (Exhibit 2.1 Map part 1 of 3 and 3 of 3, respectively) remain unchanged. 2. COUNTERPARTS. This Addendum may be executed in one or more counterparts, including facsimile counterparts, and each executed counterpart will have the same force and effect as an original instrument as if the parties to the aggregate counterparts had signed the same instrument. [THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY.] 3 The parties have caused this Addendum IX to be executed as of the date first above written. SPRINT SPECTRUM L.P. By: /s/ David Bottoms ------------------------------------- Name: David Bottoms ------------------------------- Title: Vice President ------------------------------- SPRINTCOM, INC. By: /s/ David Bottoms ------------------------------------- Name: David Bottoms ------------------------------- Title: Vice President ------------------------------- WIRELESSCO, L.P. By: /s/ David Bottoms ------------------------------------- Name: David Bottoms ------------------------------- Title: Vice President ------------------------------- SPRINT COMMUNICATIONS COMPANY L.P. By: /s/ William K. White ------------------------------------- Name: William K. White ------------------------------- Title: Vice President ------------------------------- iPCS WIRELESS, INC. By: /s/ Timothy M. Yager ------------------------------------- Name: Timothy M. Yager ------------------------------- Title: Director, President and Ceo ------------------------------- 4 EXHIBIT 2.1 Amended and Restated Exhibit 2.1 June 15, 2004 TO BE HARD LAUNCHED BY DECEMBER 1999 BTA 46 Bloomington, IL Coverage of cities of Bloomington, Lincoln, and Pontiac. I-55 coverage from Springfield BTA to Chicago BTA. BTA 86 Clinton-Sterling, IA/IL Coverage of city of Sterling. I-88 coverage from Davenport-Moline BTA to Chicago BTA. BTA 105 Davenport-Moline, IA/IL Coverage of "Quad Cities" metro area. I-80 coverage from Cedar Rapids BTA to LaSalle-Peru-Ottawa- Streator BTA. BTA 161 Galesburg, IL Coverage of city of Galesburg. I-74 from Davenport-Moline BTA to Peoria BTA. BTA 213 Jacksonville, IL Coverage of city of Jacksonville. I-72 from Jacksonville to Springfield BTA. BTA 243 LaSalle-Peru-Ottawa-Streator, IL Coverage of cities of LaSalle-Peru-Ottawa and Mendota. I-80 from Davenport-Moline BTA to Chicago BTA. Hwy 39 from Chicago BTA to Peoria BTA. BTA 344 Peoria, IL Coverage of cities of Peoria and Pekin. I-74 from Galesburg BTA to Bloomington BTA. I-155 from Peoria to Bloomington BTA. BTA 394 St. Louis, MO Coverage of southern third of Macoupin County. I-55 from border of Macoupin County and St. Louis BTA to Springfield BTA. BTA 426 Springfield, IL Coverage of cities of Springfield, Chatham, and Litchfield. I-55 from St. Louis BTA to Bloomington BTA. I-72 from Jacksonville BTA to Decatur-Effingham BTA. 5 TO BE HARD LAUNCHED BY DECEMBER 2000 BTA 46 Bloomington, IL Coverage of city of Clinton. Hwy 51 from Bloomington to Decatur BTA. I-74 from Bloomington to Champaign-Urbana BTA. BTA 71 Champaign-Urbana, IL Coverage of cities of Champaign and Urbana. I-74 from Bloomington BTA to Danville BTA. I-72 from Decatur-Effingham BTA to Champaign. I-57 from Kankakee BTA to Mattoon BTA. BTA 103 Danville, IL Coverage of city of Danville. I-74 from Champaign-Urbana BTA to Lafayette BTA. BTA 109 Decatur-Effingham, IL Coverage of cities of Decatur, Effingham, and Vandalia. I-72 from Springfield BTA to Champaign-Urbana BTA. I-70 from St. Louis BTA to Mattoon BTA. I-57 from Mattoon BTA to Mt. Vernon-Centralia BTA. BTA 225 Kankakee, IL Coverage of city of Kankakee. I-57 from Chicago BTA to Champaign-Urbana BTA. BTA 286 Mattoon, IL Coverage of cities of Mattoon and Charleston. I-57 from Champaign-Urbana BTA to Decatur-Effingham BTA. I-70 from Decatur-Effingham BTA to Terre Haute BTA. BTA 308 Mt. Vernon-Centralia BTA, IL Coverage of cities of Mt. Vernon, Centralia, and Salem. I-64 from St. Louis BTA to Mt. Vernon. I-57 from Decatur-Effingham BTA to Carbondale-Marion BTA. TO BE HARD LAUNCHED BY JULY 1, 2001 BTA 33 Battle Creek, MI Coverage of city of Hastings. MI 37 from coverage in Phase I Grand Rapids BTA 169 to MI 43 in Hastings. BTA 169 Grand Rapids, MI Coverage of cities of Grand Haven, Grand Rapids, Wyoming, Holland, and Wayland. US 131 from southern BTA border to MI 57. I-96 from eastern BTA border to western BTA border. I-196 from southern BTA border to US 131. BTA 241 Lansing, MI Coverage of city of Ionia. I-96 from coverage Phase I Grand Rapids BTA 169 to eastern Ionia County border. MI 21 from I-96 to and including Ionia. BTA 310 Muskegon, MI 6 Coverage of city of Muskegon. I-96 from US 31 to eastern BTA border. BTA 390 Saginaw-Bay City, MI Coverage of cities of Saginaw, Bay City, Midland, and Birch Run. I-75 from the southern BTA border to US 10. US 10 from Sanford to Essexville. TO BE HARD LAUNCHED BY OCTOBER 1, 2001 INDIANA: BTA 442 Terre Haute, IN I-74 across northern edge of BTA. MICHIGAN: BTA 169 Grand Rapids, MI Coverage of city of Big Rapids. US 131 from MI 57 (Phase I build) to northern BTA border. BTA 307 Mount Pleasant, MI Coverage of cities of Alma and Mount Pleasant. US 27 from northern BTA border to southern BTA border. BTA 390 Saginaw-Bay City, MI Coverage of cities of Grayling and Roscommon. I-75 from Phase I build at US 10 to MI 72. MI 72 from western BTA border to I-75. US 27 from I-75 to southern BTA border. BTA 446 Traverse City, MI Coverage of cities of Traverse City, Cadillac, and Elk Rapids. US 131 from southern BTA border to MI 72. US 31 from MI 37 to Grand Traverse County line. MI 72 from Traverse City to eastern BTA border. US 31 north out of Traverse City to Elk Rapids. IOWA: BTA 61 Burlington, IA Coverage of cities of Keokuk, Burlington, and Mount Pleasant. US 218 from northern BTA border to US 34. US 34 from western BTA border to Burlington. US 61 from Burlington to Keokuk. BTA 111 Des Moines, IA Coverage of cities of Prairie City, Pella, Monroe, and Knoxville. IA 163 from eastern BTA border to current Sprint PCS coverage. US 30 from eastern BTA border to current Sprint PCS coverage. 7 BTA 118 Dubuque, IA Coverage of cities of Dubuque and Platteville. US 20 from western BTA border to Dubuque. US 151 from southern BTA border to eastern BTA border. BTA 283 Marshalltown, IA Coverage of city of Marshalltown. US 30 from Marshalltown to western BTA border. BTA 337 Ottumwa, IA Coverage of cities of Ottumwa, Fairfield, and Oskaloosa. US 34 from eastern BTA border to Ottumwa. IA 163 from western BTA border to Oskaloosa. BTA 462 Waterloo-Cedar Falls, IA Coverage of cities of Waterloo, Cedar Falls, and Waverly. I-380 from southern BTA border to US 20. US 218 from Waterloo to Waverly. US 20 from Waterloo/Cedar Falls to eastern BTA border. TO BE HARD LAUNCHED BY OCTOBER 31, 2001 BTA 308 Mt. Vernon-Centralia, IL I-64 from Mount Vernon to Evansville BTA. TO BE HARD LAUNCHED BY JANUARY 31, 2002 BTA 70 Cedar Rapids, IA Coverage of cities of Marion and Anamosa and expansion and fill in of Cedar Rapids metropolitan area. I-80 from southwestern BTA border (east of Iowa City in "right leg" of BTA) to southeastern BTA border (east of Iowa City in "right leg" of BTA). I-80 from southwestern BTA border (west of Iowa City in "left leg" of BTA) to southeastern BTA border (west of Iowa City in "left leg" of BTA). I-380 from Cedar Rapids to northern BTA border. US 151 out of Cedar Rapids to northern BTA border. US 20 from northwestern BTA border to northeastern BTA border. BTA 111 Des Moines, IA I-35 from northern BTA border to current Sprint PCS coverage. I-35 from southern BTA border to current Sprint PCS coverage. BTA 150 Fort Dodge, IA I-35 from southern BTA border to eastern BTA border. BTA 205 Iowa City, IA Coverage of city of Washington and expansion and fill in of Iowa City metropolitan area. I-80 from western BTA border to eastern BTA border. I-380 from Iowa City to IA 22. US 218 from IA 22 to southern BTA border. BTA 285 Mason City, IA Coverage of city of Clear Lake. I-35 from southern BTA border to northern BTA border. 8 BTA 323 Norfolk, NE Coverage of city of Norfolk. US 81 from southern BTA border to Norfolk. US 275 from Norfolk to eastern BTA border. BTA 332 Omaha, NE Coverage of cities of Fremont and Columbus. I-29 from southern BTA border to current Sprint PCS coverage. I-29 from northern BTA border to current Sprint PCS coverage. US 275 from Omaha metropolitan area to Fremont. US 30 from Fremont to Columbus. US 81 from Columbus to northern BTA border. US 275 from Winslow/Fremont to western BTA border. BTA 462 Waterloo, IA Coverage of the city of Independence. IA 150 from US 20 to Independence. TO BE HARD LAUNCHED BY DECEMBER 2002 BTA 86 Clinton-Sterling, IA/IL Coverage of city of Clinton. Hwy 61 from Davenport-Moline BTA to Dubuque BTA. BTA 105 Davenport-Moline, IA/IL Coverage of cities of Muscatine and Kewanee. Hwy 61 from Davenport to Burlington BTA. BTA 161 Galesburg Coverage of city of Monmouth. US Hwy 34 from Galesburg to Monmouth. BTA 225 Kankakee, IL Coverage of city of Watseka. BTA 243 LaSalle-Peru-Ottawa-Streator, IL Coverage of city of Streator. BTA 344 Peoria, IL Coverage of cities of Macomb and Canton. BTA 426 Springfield, IL Coverage of cities of Taylorville and Pana. Hwy 29 from Springfield to Pana. TO BE HARD LAUNCHED BY JUNE 15, 2004 BTA 345 Petoskey, MI Coverage of city of Mackinaw City. BTA 409 Sault Ste. Marie, MI Coverage of Mackinac Island and city of St. Ignace. 9 TO BE HARD LAUNCHED BY DECEMBER 31, 2004 (ALL BELOW BTAS HAVE BEEN COMPLETED TO DATE.) BTA 111 Des Moines, IA Coverage of city of Carroll. US 20 from I-35 to Iowa Falls. US 71 from I-80 to Carroll. BTA 150 Fort Dodge, IA Coverage of cities of Fort Dodge and Webster City. US 20 from I-35 to Fort Dodge. BTA 167 Grand Island-Kearney, NE Coverage of cities of Grand Island and Kearney. I-80 from eastern BTA border to western BTA border. US 281 from Grand Island to southern BTA border. BTA 185 Hastings, NE Coverage of cities of Hastings and Minden. US 281 from northern BTA border to Hastings. NE 10 from I-80 to Minden. I-80 within Hastings BTA. BTA 256 Lincoln, NE Coverage of city of York. I-80 from current Sprint PCS coverage to western BTA border. BTA 285 Mason City, IA Coverage of cities of Mason City. US 18 from I-35 to Mason City. 10 LIMITED SERVICE AREAS Manager has partial responsibility, or Limited Service Area, in selected BTAs in the Service Area. The Manager's Limited Service Area BTAs are defined below. In all areas where it is noted that Manager will meet Sprint PCS current or planned coverage, Manager will work with Sprint PCS RF staff to determine the exact location of Manager's sites in order to provide contiguous coverage with Sprint PCS. BTA 33 Battle Creek, MI - - Barry County ONLY BTA 111 Des Moines, IA - - Adams County - - Taylor County - - Union County - - Ringgold County - - Clarke County - - Decatur County - - Lucas County - - Wayne County - - Warren and Madison Counties ONLY area along I-35 on the boundaries of these counties - - Carroll County - - Greene County - - Audubon County EXCLUDING Sprint PCS current coverage - - Story County EXCLUDING Sprint PCS current coverage and the small area southwest of Sprint PCS coverage near the city of Huxley - - Hardin County - - Marion County - - Jasper County along IA 163 from Sprint PCS current coverage towards the city of Pella BTA 241 Lansing, MI - - Ionia County ONLY BTA 256 Lincoln, NE - - All counties except Lancaster County. Lancaster County ONLY along I-80 from western Lancaster County border to Sprint PCS current coverage BTA 332 Omaha, NE - - Colfax County - - Butler County - - Cuming County - - Burt County - - Saunders County ONLY along US 30 from Columbus, NE east to Freemont, NE - - Dodge County - - Washington County EXCLUDING Sprint PCS current coverage 11 - - Douglass County EXCLUDING Sprint PCS current coverage - - Crawford County - - Otoe County - - Nemaha County - - Freemont County - - Mills County EXCLUDING Sprint PCS current coverage - - Montgomery County - - Page County - - Platte County - - Polk County BTA 332 Omaha, NE, continued - - Cass County ONLY as it borders along I-29 to meet Sprint PCS current coverage - - Richardson County BTA 394 St. Louis, MO - - Macoupin County only BTA 442 Terre Haute, IN - - Coverage along I-74 across northern edge of BTA 12 EXHIBIT 2.1 LICENSE AND COVERED POP TABLE
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