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EXHIBIT 10.41
THIRD AMENDMENT TO
PCS BLOCK "C" ORGANIZATION AND FINANCING AGREEMENT
AND
XXXX INLET WESTERN WIRELESS PV/SS PCS, L.P.
LIMITED PARTNERSHIP AGREEMENT
FIRST AMENDMENT TO
TECHNICAL SERVICES AGREEMENT
THIS THIRD AMENDMENT TO PCS BLOCK "C" ORGANIZATION AND FINANCING
AGREEMENT AND XXXX INLET WESTERN WIRELESS PV/SS PCS, L.P. LIMITED PARTNERSHIP
AGREEMENT and THIS FIRST AMENDMENT TO TECHNICAL SERVICES AGREEMENT
(collectively, the "Amendment") is entered into and effective as of this 30th
day of July, 1996, by and among WESTERN PCS BTA I CORPORATION, a Delaware
corporation ("Western BTA"), WESTERN WIRELESS CORPORATION, a Washington
corporation ("WWC"), XXXX INLET PV/SS PCS PARTNERS, L.P., a Delaware limited
partnership ("Control Group"), XXXX INLET TELECOMMUNICATIONS, INC., a Delaware
corporation ("Xxxx Inlet"), SSPCS CORPORATION, a Delaware corporation ("SSPCS"),
PROVIDENCE MEDIA PARTNERS L.P., a Delaware limited partnership ("Providence"),
and XXXX INLET WESTERN WIRELESS PV/SS PCS, L.P., a Delaware limited partnership
("Owner").
RECITALS
A. Western BTA, WWC's predecessor, Control Group, Xxxx Inlet, SSPCS and
Providence are parties to that certain PCS Block "C" Organization and Financing
Agreement dated November 5, 1995, as amended by that certain First Amendment to
PCS BLOCK "C" Organization and Financing Agreement and Xxxx Inlet Western
Wireless PV/SS PCS, L.P. Limited Partnership Agreement (the "First Amendment")
dated April 8, 1996 and that certain Second Amendment to PCS BLOCK "C"
Organization and Financing Agreement and Xxxx Inlet Western Wireless PV/SS PCS,
L.P. Limited Partnership Agreement (the "Second Amendment") dated June 27, 1996
(together, the "Organization and Financing Agreement"), whereby the parties
thereto specified certain terms with respect to the organization and financing
of Xxxx Inlet Western Wireless PV/SS PCS, L.P. and operation of the Systems, as
defined therein, and the terms of various contracts for use among the parties
thereto and others in connection with such organization, financing, and
operations.
B. Control Group and Western BTA are parties to that certain Xxxx Inlet
Western Wireless PV/SS PCS, L.P. Limited Partnership Agreement dated November 5,
1996, as amended by the First Amendment and the Second Amendment (together, the
"Limited Partnership Agreement"), whereby the parties thereto formed Owner to
apply to the FCC for the right to participate in the Auction and to bid and
acquire Licenses, as such terms are defined therein.
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C. Owner and WWC's predecessor are parties to that certain Technical
Services Agreement effective November 5, 1996 (the "Technical Services
Agreement"), whereby Owner retained WWC to provide various technical and other
services with respect to the operations of the Systems, as such term is defined
therein.
D. The Federal Communications Commission (the "FCC") has announced that
it will conduct an auction (the "F Block Auction") for the issuance by the FCC
of Personal Communications Services ("PCS") licenses (the "F Block Licenses") to
provide radio telecommunications services using the 10 MHz band of spectrum in
the "F" block in various Basic Trading Areas ("BTAs"), and the parties desire
for Owner to bid on and acquire F Block Licenses for certain targeted BTAs.
E. The parties hereto desire to amend, pursuant to the terms and
conditions of this Amendment, the Organization and Financing Agreement, the
Limited Partnership Agreement and the Technical Services Agreement to provide
that such agreements also apply to the F Block Auction and any licenses awarded
thereunder.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties hereto hereby agree as follows:
1. Recital A of the Organization and Financing Agreement hereby is
amended and restated as follows:
A. The Federal Communications Commission (the "FCC") has
announced that it will conduct one or more auctions (collectively, the
"Auction") for the issuance by the FCC of Personal Communications
Services ("PCS") licenses (the "Licenses") to provide radio
telecommunications services in various Basic Trading Areas, as
designated by the FCC ("BTAs"), using (1) the 30 MHz band of spectrum
in the "C" block (1895 - 1910 MHz/1975 - 1990 MHz) and (2) the 10 MHz
band of spectrum in the "F" block (1890 - 1895 MHz/1970 - 1975 MHz),
and Xxxx Inlet, SSPCS, Providence and Western BTA desire to assist
Control Group in acquiring Licenses for certain targeted BTAs.
2. The definition of "Auction" in Article I of the Organization and
Financing Agreement hereby is amended and restated as follows:
"Auction" means the "C" Block and "F" Block PCS auctions
conducted by the FCC, as described in the Recitals to this Agreement,
including any future or subsequent "C" Block or "F" Block PCS auctions
conducted by the FCC following the initial auctions.
3. The definition of "Licenses" in Article I of the Organization and
Financing Agreement hereby is amended and restated as follows:
"Licenses" means the licenses to be issued by the FCC to
provide radio telecommunications services with respect to various BTAs
using either the 30
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MHz band of spectrum in the "C" block (1895 - 1910 MHz/1975 - 1990 MHz)
or the 10 MHz band of spectrum in the "F" block (1890 - 1895 MHz/1970 -
1975 MHz), as described in the Recitals to this Agreement.
4. Section 2.3 of the Organization and Financing Agreement hereby is
amended and restated as follows:
2.3 Bidding Protocol. At or after the Closing,
Control Group and Western BTA shall enter into a bidding protocol with
respect to the Auction for the C Block, which shall set forth the
markets on which Applicant shall bid and provide for bidding
procedures. Prior to the commencement of the Auction with respect to
the F Block, Control Group and Western BTA shall enter into a bidding
protocol with respect to such Auction, which shall set forth the
markets on which Applicant shall bid and provide for bidding
procedures.
5. Recital A of the Limited Partnership Agreement hereby is amended and
restated as follows:
A. The Federal Communications Commission (the "FCC") has
announced that it will conduct one or more auctions (collectively, the
"Auction") for the issuance by the FCC of Personal Communications
Services ("PCS") licenses (the "Licenses") to provide radio
telecommunications services in various Basic Trading Areas, as
designated by the FCC ("BTAs"), using (1) the 30 MHz band of spectrum
in the "C" block (1895 - 1910 MHz/1975 - 1990 MHz) and (2) the 10 MHz
band of spectrum in the "F" block (1890 - 1895 MHz/1970 - 1975 MHz),
and the Partnership desires to acquire Licenses for certain targeted
BTAs.
6. The definition of "Auction" in Article I of the Limited Partnership
Agreement hereby is amended and restated as follows:
"Auction" means the "C" Block and "F" Block PCS auctions
conducted by the FCC, as described in the Recitals to this Agreement,
including any future or subsequent "C" Block or "F" Block PCS auctions
conducted by the FCC following the initial auctions.
7. The definition of "License" in Article I of the Limited Partnership
Agreement hereby is amended and restated as follows:
"License" means a license issued by the FCC to provide radio
telecommunications services with respect to various BTAs using either
the 30 MHz band of spectrum in the "C" block (1895 - 1910 MHz/1975 -
1990 MHz) or the 10 MHz band of spectrum in the "F" block (1890 - 1895
MHz/1970 - 1975 MHz), as described in the Recitals to this Agreement,
and "Licenses" means more than one License.
8. Recital (i) of the Technical Services Agreement hereby is amended
and restated as follows:
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(i) The Federal Communications Commission (the "FCC") has
announced that it will conduct one or more auctions (collectively, the
"Auction") for the issuance by the FCC of Personal Communications
Services ("PCS") licenses (the "Licenses") to provide radio
telecommunications services in various Basic Trading Areas, as
designated by the FCC ("BTAs"), using (1) the 30 MHz band of spectrum
in the "C" block (1895 - 1910 MHz/1975 - 1990 MHz) and (2) the 10 MHz
band of spectrum in the "F" block (1890 - 1895 MHz/1970 - 1975 MHz),
and the Owner desires to bid on and acquire Licenses for certain
targeted BTAs;
9. The definition of "Auction" in Article I of the Technical Services
Agreement hereby is amended and restated as follows:
"Auction" shall have the meaning set forth in the first
recital of this Agreement, namely, the "C" Block and "F" Block PCS
auctions conducted by the FCC, including any future or subsequent "C"
Block or "F" Block PCS auctions conducted by the FCC following the
initial auctions.
10. Except as modified by this Amendment, all respective provisions of
the Organization and Financing Agreement, the Limited Partnership Agreement and
the Technical Services Agreement are unchanged and remain in full force and
effect and are ratified and confirmed by the parties hereto.
11. This Amendment may be signed in several counterparts, each of which
shall be deemed an original and all such counterparts together shall constitute
one and the same instrument.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
WESTERN PCS BTA I CORPORATION XXXX INLET TELECOMMUNICATIONS, INC.
By /s/ Xxxxx X Xxxxxxxxx By /s/ Xxxxx Xxxxxxxxxxxx
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Its Sr. Vice President Its V.P. Assistant Secretary
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WESTERN WIRELESS CORPORATION SSPCS CORPORATION
By /s/ Xxxxx X Xxxxxxxxx By /s/ Xxxxx Xxxxxxxxxxx
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Its Sr. Vice President Its President
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XXXX INLET PV/SS PCS PARTNERS, L.P. PROVIDENCE MEDIA PARTNERS L.P.
By: Xxxx Inlet Telecommunications, Inc., By Providence Media GP Limited
its General Partner Partnership, its General Partner
By Providence Ventures L.P.,
its General Partner
By /s/ Xxxxx Xxxxxxxxxxxx By /s/ Xxxxxxxx X. Xxxxxx
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Its V.P. Assistant Secretary Its
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XXXX INLET WESTERN WIRELESS PV/SS PCS, L.P.
By: Xxxx Inlet PV/SS PCS Partners, L.P., its
General Partner
By: Xxxx Inlet Telecommunications, Inc.,
its General Partner
By /s/ Xxxxx Xxxxxxxxxxxx
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Its V.P. Assistant Secretary
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