Exhibit 10.36
ADDENDUM VI
TO
SPRINT PCS MANAGEMENT AGREEMENT
DATED AS OF FEBRUARY 21, 2001
MANAGER: UBIQUITEL OPERATING COMPANY
SERVICE AREAS:
CALIFORNIA BAKERSFIELD BTA XX. 00
XXXXX XXX XX. 00
EUREKA BTA NO. 134
FRESNO BTA NO. 157
MERCED BTA NO. 291
MODESTO BTA NO. 303
REDDING BTA NO. 371
SACRAMENTO (PARTIAL) BTA NO. 389
STOCKTON BTA XX. 000
XXXXXXX-XXXXXXXXXXX-XXXXXXX XXX XX. 000
XXXX XXXX (PARTIAL) BTA NO. 485
NEVADA LAS VEGAS (PARTIAL) BTA NO. 245
RENO BTA NO. 372
UTAH XXXXX BTA NO. 258
PROVO-OREM (PARTIAL) BTA NO. 000
XX. XXXXXX XXX NO. 392
SALT LAKE CITY-OGDEN (PARTIAL) BTA NO. 399
IDAHO BOISE-NAMPA BTA NO. 50
IDAHO FALLS BTA NO. 202
LEWISTON-MOSCOW BTA NO. 250
POCATELLO BTA NO. 000
XXXX XXXXX XXX NO. 451
WASHINGTON SPOKANE BTA NO. 425
MONTANA BILLINGS BTA NO. 41
BOZEMAN BTA XX. 00
XXXXX XXX XX. 00
XXXXX XXXXX XXX NO. 171
HELENA BTA NO. 188
KALISPELL BTA NO. 224
MISSOULA BTA NO. 300
SO. IND.--XX XXXXXXXX (PARTIAL), IN BTA NO. 15
BLOOMINGTON-BEDFORD, IN BTA NO. 47
BOWLING GREEN, KY BTA NO. 52
CINCINNATI (PARTIAL), OH BTA XX. 00
XXXXXXXXXXX, XX BTA NO. 83
COLUMBUS, IN BTA NO. 93
EVANSVILLE, IN BTA NO. 135
INDIANAPOLIS (PARTIAL), IN BTA NO. 204
LOUISVILLE (PARTIAL), KY BTA XX. 000
XXXXXXXXXXXX, XX BTA NO. 000
XX. XXX.--XX XXXXXXXXX, XX BTA NO. 338
(CONT.) PADUCAH, KY BTA NO. 339
RICHMOND, IN BTA NO. 373
TERRE HAUTE, IN BTA NO. 442
VINCENNES-WASHINGTON, IN BTA NO. 457
This Addendum VI (this "ADDENDUM"), dated as of February 21, 2001 (the
"ADDENDUM DATE"), contains certain additional and supplemental terms and
provisions to that certain Sprint PCS Management Agreement entered into as of
October 15, 1998, by UbiquiTel L.L.C. (but subsequently transferred to
UbiquiTel Operating Company) (the "MANAGER"), Sprint Spectrum L.P.,
WirelessCo, L.P. and Sprint Communications Company, L.P., which Management
Agreement was further amended by certain addenda (the Management Agreement, as
amended by Addendum I, Addendum II, Addendum III, Addendum IV and Addendum V,
being the "MANAGEMENT AGREEMENT"). This Addendum (and its modification of the
Management Agreement) becomes effective upon the consummation of the proposed
acquisition by Manager of indirect control of VIA Wireless, LLC ("VIA") in the
transaction to which Sprint PCS consented on February 20, 2001 (such
consummated transaction being the "MERGER", and the effective date of the
Merger and of this Addendum being the "EFFECTIVE DATE"). If the Merger is not
consummated for any reason (the date on which the Merger is abandoned,
terminated or cancelled, or for any other reason determined it will not be
consummated, being the "TERMINATION DATE"), this Addendum shall be void and
have no further force and effect. Notwithstanding the Effective Date and the
Termination Date described in the two preceding sentences, the terms of
paragraphs 2, 3, 5, 8, 9, 10, 11, 12 and 13 below become effective upon the
Addendum Date, and the terms of paragraphs 8, 9, 10 and 11 will remain in full
force and effect between the parties to this Addendum after the Termination
Date.
The terms and provisions of this Addendum, as of the Effective Date
(or as of the Addendum Date, as the case may be), will control, supersede and
amend any conflicting terms and provisions contained in the Management
Agreement. Except for express modifications made in 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.
The Management Agreement is modified as follows effective as of the
Effective Date or the Addendum Date, as the case may be:
1. TYPE II CONVERSION SCHEDULE AND COSTS. If VIA has not
completed the conversion (the "TYPE II CONVERSION") of its Service Area
Network (the "VIA SERVICE AREA NETWORK") from Type III (I.E., where VIA
designates Option #3 on Exhibit 2.1.2 to the Services Agreement) to Type II
(I.E., where VIA designates Option #2 on Exhibit 2.1.2 to the Services
Agreement) by the Effective Date, Manager agrees to complete such conversion
no later than July 8, 2001 (PROVIDED, that if Manager's failure to complete
the Type II Conversion by such date results primarily from Sprint PCS' failure
to perform all items necessary on its part, Manager may
2
claim that an event under Section 17.9.3 has occurred), or such other date as
may be mutually agreed upon between Manager and Sprint PCS. Sprint PCS will
pay for the actual costs Sprint PCS incurs to input customer information for
customers with Manager's NPA-NXXs (or VIA's NPA-NXXs if the Type II Conversion
has not been completed by the Effective Date) in the six BTAs that constitute
VIA's Service Area (the "VIA SERVICE AREA") into Sprint PCS' billing system
and for Sprint PCS' employee resources to facilitate the Type II Conversion.
Manager will be responsible for the payment of all other costs, including (i)
the actual costs Manager and VIA incur to migrate customer information from
Manager's or VIA's billing system to Sprint PCS' billing system, (ii) any
incremental costs incurred by Sprint PCS resulting from any non-standard Type
II Conversion activities (E.G., additional customer care calls) or incremental
support unique to pricing plans established by VIA (E.G., additional fields on
billing records), and (iii) other costs incurred by Manager and VIA in
implementing and maintaining a Type II network.
2. SPECTRUM TRANSITION. On the Effective Date, Manager and VIA
will complete the transition of the operation of the VIA Service Area Network
from using the FCC licenses held by VIA or its Related Parties to using the
PCS Spectrum described on the SERVICE AREA EXHIBIT attached to this Addendum
(the "SPECTRUM TRANSITION"). Manager agrees to complete the Spectrum
Transition at its sole expense (except as provided below in paragraph 9).
Manager will not consummate the Merger until it completes the Spectrum
Transition. To effect the Spectrum Transition (a) the Affiliation Agreement
entered into in January, 1999, between VIA (f/k/a Central Wireless
Partnership) and Sprint PCS, as amended (the "VIA AFFILIATION AGREEMENT") and
all other agreements with Sprint PCS and its Related Parties to which VIA is a
party will be terminated (although VIA and Manager will continue to be
responsible for any pre-termination liabilities and obligations under the VIA
Affiliation Agreement and all such other agreements), (b) the VIA Service Area
Network will become part of the Service Area Network under the Management
Agreement, and (c) the VIA Service Area will become part of the Service Area
under the Management Agreement as described on the SERVICE AREA EXHIBIT
attached to this Addendum.
3. DISCONTINUATION OF UNLIMITED PLANS. If VIA has not already
done so, Manager and Sprint PCS agree that Manager will cease on or before the
sixtieth (60 th ) day after the Addendum Date (or such later date as the
Manager and Sprint PCS may mutually agree) (the "UNLIMITED PLAN TERMINATION
DATE") to promote and sell in the VIA Service Area any pricing plans with
unlimited minutes of use or availability in specific area codes only that are
not included as part of the Sprint PCS national pricing plan offer (E.G., VIA
Plus Plans and Unlimited Plus Plans). Sprint PCS will provide billing support
to customers who activated under such plans on or before the Unlimited Plan
Termination Date, until all such customers change to a Sprint PCS national or
regional pricing plan or discontinue Sprint PCS service.
4. COMPLETION OF VIA SERVICE AREA BUILD-OUT REQUIREMENT. Manager
will, on or before September 1, 2001, complete the build-out requirements for
the VIA Service Area as set forth on EXHIBIT 2.1.1 (taking into account the
coverage footprint map, the Pops analysis table and the narrative description
of the build-out) (the "VIA SERVICE AREA BUILD-OUT REQUIREMENT"), except for
the following exceptions, each of which Manager agrees to complete the
build-out within a commercially reasonable period: (a) to the extent Manager's
failure to complete any portion of the build-out results primarily from one of
the events described in Section 17.9.3; or (b) Manager may complete after
September 1, 2001, construction of not more than three of the cell sites
needed to provide coverage for Mendota (Fresno BTA); Orosi, Woodlake,
3
Dinuba and Kingsburg (Visalia-Porterville-Hanford BTA); Shafter and Wasco
(Bakersfield BTA); Atwater and Winton (Merced BTA); and due east of Ceres
along Highway 99 northwest to J7 to include Hughson, Empire, Xxxxxxx and
Waterford (Modesto BTA); or (c) the cell site that needs to be located on land
owned by Tejon Corporation to provide coverage along I-5 to meet Sprint PCS
coverage at the southern Bakersfield BTA border. If Manager delivers to Sprint
PCS, within 10 days after the Addendum Date, copies of the original documents
that VIA delivered to Manager to disclose the status of all current and
planned cell sites, then to the extent Manager verifies to Sprint PCS that a
material discrepancy exists between the documents delivered to Sprint PCS and
the actual status of such cell sites, Sprint PCS will give Manager a
commercially reasonable period of time to complete the build-out taking into
consideration the level of such material discrepancy. Subject to the
limitation set forth below in paragraph 5 of this agreement, if Manager does
not complete the VIA Service Area Build-out Requirement as described in this
paragraph 4, Sprint PCS may declare an Event of Termination under the
Management Agreement, and Manager waives any right to a cure period under the
Management Agreement.
5. NO DECLARATION OF BREACH. Sprint PCS agrees that until
September 1, 2001, it will not declare VIA or Manager in breach of the VIA
Affiliation Agreement or the Management Agreement, as the case may be, based
on their respective failure to complete any of the VIA Service Area Build-out
Requirement; PROVIDED, that Sprint PCS' agreement to not declare VIA in breach
of the VIA Affiliation Agreement under this paragraph 5 terminates on the
Termination Date.
6. REVISED FINANCING PLAN. EXHIBIT 1.7 attached to this Addendum
supersedes and replaces in its entirety EXHIBIT 1.7 attached to the Management
Agreement.
7. REVISED BUILD-OUT PLAN. At the time of the Spectrum
Transition, EXHIBIT 2.1.1 attached to this Addendum will be made part of
Manager's existing EXHIBIT 2.1 attached to the Management Agreement expressly
subject to the terms, conditions and provisions of paragraph 4 above.
8. EXCLUSIVITY OF SERVICE AREA. In Section 2.3 and the Schedule
of Definitions, the phrase "wireless mobility communications network" is
replaced by the phrase "Wireless Mobility Communications Network".
9. MICROWAVE RELOCATION. Manager requests that Sprint PCS begin
clearing PCS Spectrum in the VIA Service Area in the manner described in
Section 2.7, even though the VIA Service Area is not yet part of the Service
Area. Manager and Sprint PCS will share all costs (including costs incurred or
for which Sprint PCS becomes obligated prior to the Effective Date) related to
clearing such PCS Spectrum. If the Merger is not consummated for any reason,
Manager agrees to reimburse Sprint PCS for all costs Sprint PCS incurs or for
which Sprint PCS becomes obligated in connection with clearing such PCS
Spectrum after the Addendum Date and prior to the Termination Date.
10. NOTICE OF MERGER TERMINATION. Manager agrees to give Sprint
PCS written notice that the proposed Merger has been abandoned, terminated,
cancelled or will not be consummated for any reason, within one business day
after the Termination Date.
4
11. REAFFIRMATION OF SPRINT AGREEMENTS. Each of the undersigned
reaffirms in their entirety, together with their respective rights and
obligations thereunder, the Management Agreement, the Services Agreement, the
Amended and Restated Consent and Agreement dated as of April 5, 2000, among
Sprint Spectrum L.P., Sprint Communications Company, L.P., WirelessCo, L.P.,
Xxx Communications PCS, L.P., Xxx PCS License, L.L.C. and Paribas (the
"CONSENT AND AGREEMENT"), a Letter Agreement dated January 19, 2001, the
Assignment of Leases and Xxxx of Sale dated October 31 2000, a Letter
Agreement dated October 13, 2000, a Letter Agreement dated September 28, 2000,
the Master Services Agreement dated April 18, 2000, the Assignment of Leases
and Xxxx of Sale dated April 14, 2000, the Deferred Amount Note dated April 5,
2000, the First Amendment to Asset Purchase Agreement dated as of December 28,
1999, the Asset Purchase Agreement dated December 28, 1999, the Amended and
Restated Interim Network Operating Agreement dated December 20, 1999, a Letter
Agreement dated November 17, 1999, and the License Agreements dated October
15, 1998.
12. CONSENT AND AGREEMENT. The parties acknowledge that the
Consent and Agreement will require conforming revisions to address the Merger,
another deferred amount note will need to be executed, and another addendum to
the Management Agreement might also be necessary. The parties agree to work
together in good faith to complete these documents by May 31, 2001, in forms
consistent with the Consent and Agreement and with the forms of documents
typical in similar transactions involving Other Managers.
13. COUNTERPARTS. This Addendum may be executed in two or more
counterparts, each of which shall constitute an original but all which when
taken together shall constitute but one agreement.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized representatives to execute this Addendum as of the date first above
written.
SPRINT SPECTRUM L.P.
By:____________________________
Xxxxxx X. Xxxxxx
Vice President - Affiliations
WIRELESSCO, L.P.
By:____________________________
Xxxxxx X. Xxxxxx
Vice President - Affiliations
XXX COMMUNICATIONS PCS, L.P.
By:____________________________
Xxxxxx X. Xxxxxx
Vice President - Affiliations
XXX PCS LICENSE, L.L.C.
By:____________________________
Xxxxxx X. Xxxxxx
Vice President - Affiliations
SPRINT COMMUNICATIONS
COMPANY, L.P.
By:____________________________
Xx Xxxxxx
Senior Vice President - Public Affairs
UBIQUITEL OPERATING COMPANY
By:____________________________
Xxxx X. Xxxxxxx
Chief Operating Officer
6
EXHIBIT 1.7 (Amended)
BUILD-OUT AND WORKING CAPITAL FINANCING
This Amended Exhibit 1.7 sets forth the build-out and working capital
financing for the expansion of the Service Area under the Management Agreement
to include the BTAs included within the VIA Service Area (as defined in
Addendum VI to the Management Agreement), specifically including BTA No. 28
(Bakersfield), BTA No. 157 (Fresno), BTA No. 291 (Merced), BTA No. 303
(Modesto), BTA No. 434 (Stockton), and BTA No. 158 (Visalia-Porterville-Hanford)
(the "VIA Expansion"), along with the build-out and working capital financing
for the existing Service Area of Manager (prior to the VIA Expansion). The
combined Equity, Senior Debt and Subordinated Debt as described below will
provide the necessary working capital to meet the build-out and working
capital requirements of the VIA Expansion and to operate the entirety of the
business through cash flow break even. Expected uses of funds through cash
flow break even (year 2003) for the combined existing Service Area of the
Manager (prior to the VIA Expansion) and the VIA Expansion are as follows:
Repay VIA Debt (net of proceeds from sale of non-core assets) $ 26,500,000
Capital Expenditures $282,650,000
Working Capital & Operating Losses $180,000,000
Spokane Acquisition $ 35,000,000
Transaction Expenses/Finance Fees $ 30,000,000
Total Uses (through 2003) $554,150,000
CAPITAL STRUCTURE
EQUITY
MANAGER (INCLUDING ITS PARENT, UBIQUITEL INC.)
Series A Preferred (converted to common stock at IPO) $ 17,008,500
Series B Preferred (converted to common stock at IPO) $ 25,000,000
Initial Public Offering (IPO) $106,240,000
Total Equity $148,248,500
VIA
VIA Contributed Capital (as of 9/30/00) $ 23,950,000
Conversion to equity of existing VIA owner loans (plus accrued interest) $ 24,000,000
Additional Contributed Capital by VIA Owners $ 8,700,000
Total Equity $ 56,650,000
Total Combined Equity $204,898,500
SENIOR DEBT
Paribas as Lead Underwriter
Mees Pierson Capital Corp., PNC Capital Markets,
WestLB and GE Capital as Co-Underwriters
Revolver $ 55,000,000
Term Loan A $120,000,000
Term Loan B $125,000,000
Total Senior Secured Credit Facilities $300,000,000
SUBORDINATED DEBT
Senior Subordinated Discount Notes $152,277,000
Total Funded and Committed Capital $657,175,500
EXHIBIT 2.1.1
To the Ubiquitel Management Agreement
VIA Service Build-out Requirement
Build-Out Plan
Narrative Description
Included in the coverage specified in the map and table of this Exhibit 2.1.1
is the following coverage which must be completed by September 1, 2001, except
as permitted in Addendum VI of the Management Agreement.
Fresno BTA
----------
Manager agrees to provide coverage for the town of Mendota and to complete
coverage for the portion of I-5 located in the Fresno BTA.
Bakersfield BTA
---------------
Manager agrees to provide coverage for Shafter, Xxxxx, XxXxxx and Xxxxx or, in
the alternative, to provide drive test data showing that these cities are
covered. Manager also agrees to provide coverage along I-5 to meet Sprint PCS
coverage at the southern Bakersfield BTA border.
Visalia-Porterville-Hanford BTA
-------------------------------
Manager agrees to provide coverage for Orosi, Woodlake, Dinuba and Kingsburg
or, in the alternative, to provide drive test data showing that these cities
are covered.
Merced BTA
----------
Manager agrees to provide coverage for Atwater and Winton or, in the
alternative, to provide drive test data showing that these cities are covered.
Manager agrees to provide coverage along Highway 152 to the Merced BTA border.
Modesto BTA
-----------
Manager agrees to provide coverage due east of Ceres along Highway 99 and
northwest to J7 to include the towns of Hughson, Empire, Xxxxxxx, and
Waterford or, in the alternative, to provide drive test data showing that this
area is covered.
Stockton BTA
------------
Manager agrees to provide coverage in the I-205/580 area along I-205 and along
I-580 south from the junction of I-205 and I-580 to I-5, including all Sprint
PCS meetpoints.
EXHIBIT 2.1.1
TO THE UBIQUITEL MANAGEMENT AGREEMENT
VIA SERVICE AREA BUILD-OUT REQUIREMENT
BUILD-OUT PLAN
--------------------------------------------------------------------------------
Service Area Build-out Plan
-----------------------------------------------------------------------------------------------------------------
Covered
Total 1998 BTA Covered 1998 % Covered, TotalSprint LTD Sprint LTD
BTA# BTA Name (or County Name) Pops Pops 1998 Pops Access Lines Lines
-----------------------------------------------------------------------------------------------------------------
28 Bakersfield 646,060 479,464 74% n/a n/a
157 Fresno 885,243 803,076 91% n/a n/a
291 Merced 220,180 173,762 79% n/a n/a
303 Modesto 484,589 391,279 81% n/a n/a
434 Stockton 589,995 488,306 83% n/a n/a
458 Visalia-Porterville-Hanford 481,845 341,068 71% n/a n/a
TOTALS 3,307,912 2,676,955 81% n/a n/a
------------------------------------------------------------------------
Service Area
------------------------------------------------------------------------
% Sprint LTD Sprint LTD
BTA# BTA Name (or County Name) Lines Covered Priority Level
------------------------------------------------------------------------
28 Bakersfield n/a n/a
157 Fresno n/a n/a
291 Merced n/a n/a
303 Modesto n/a n/a
434 Stockton n/a n/a
458 Visalia-Porterville-Hanford n/a n/a
TOTALS n/a n/a
February 20, 2001
SERVICE AREA EXHIBIT
TO
UBIQUITEL MANAGEMENT AGREEMENT
BTA# BTA-MARKET ST LICENSE HOLDER LICENSE TYPE
15 ANDERSON IN WIRELESSCO, L.P. A (INDIANAPOLIS MTA)
41 BILLINGS MT WIRELESSCO, L.P. B (SPOKANE MTA)
47 BLOOMINGTON-BEDFORD IN WIRELESSCO, L.P. A (INDIANAPOLIS MTA)
50 BOISE-NAMPA ID WIRELESSCO, L.P. B (SALT LAKE CITY MTA)
52 BOWLING GREEN, ET AL. KY WIRELESSCO, L.P. B (LOUISVILLE MTA)
53 BOZEMAN MT WIRELESSCO, L.P. B (SPOKANE MTA)
64 BUTTE MT WIRELESSCO, L.P. B (SPOKANE MTA)
79 CHICO-OROVILLE CA WIRELESSCO, L.P. A (SAN FRANCISCO MTA)
81 CINCINNATI OH SPRINTCOM, INC. D
83 CLARKSVILLE, HOPKINSVIL. TN, KY WIRELESSCO, L.P. A (NASHVILLE MTA)
93 COLUMBUS IN WIRELESSCO, L.P. A (INDIANAPOLIS MTA)
134 EUREKA CA WIRELESSCO, L.P. A (SAN FRANCISCO MTA)
135 EVANSVILLE IN WIRELESSCO, L.P. B (LOUISVILLE MTA)
000 XXXXX XXXXX XX WIRELESSCO, L.P. B (SPOKANE MTA)
188 HELENA MT WIRELESSCO, L.P. B (SPOKANE MTA)
000 XXXXX XXXXX XX WIRELESSCO, L.P. B (SALT LAKE CITY MTA)
204 INDIANAPOLIS IN WIRELESSCO, L.P. A (INDIANAPOLIS MTA)
000 XXXXXXXXX XX WIRELESSCO, L.P. B (SPOKANE MTA)
245 LAS VEGAS NV XXX PCS LICENSE, LLC A (LOS ANGELES MTA)
000 XXXXXXXX XX WIRELESSCO, L.P. B (SPOKANE MTA)
258 LOGAN UT WIRELESSCO, L.P. B (SALT XXXX XXXX XXX)
000 XXXXXXXXXX XX WIRELESSCO, L.P. B (LOUISVILLE MTA)
000 XXXXXXXXXXXX XX WIRELESSCO, L.P. B (LOUISVILLE MTA)
000 XXXXXXXX XX WIRELESSCO, L.P. B (SPOKANE MTA)
000 XXXXXXXXX XX WIRELESSCO, L.P. B (LOUISVILLE MTA)
339 PADUCAH-XXXXXX-MAYFIELD KY WIRELESSCO, L.P. B (LOUISVILLE MTA)
353 POCATELLO ID WIRELESSCO, L.P. B (SALT LAKE CITY MTA)
365 PROVO-OREM UT WIRELESSCO, L.P. B (SALT LAKE CITY MTA)
371 REDDING CA WIRELESSCO, L.P. A (SAN FRANCISCO MTA)
372 RENO NV WIRELESSCO, L.P. A (SAN FRANCISCO MTA)
373 RICHMOND IN WIRELESSCO, L.P. A (INDIANAPOLIS MTA)
389 SACRAMENTO CA WIRELESSCO, L.P. A (SAN FRANCISCO MTA)
392 ST. XXXXXX UT WIRELESSCO, L.P. B (SALT LAKE CITY MTA)
399 SALT LAKE CITY-OGDEN UT WIRELESSCO, L.P. B (SALT XXXX XXXX XXX)
000 XXXXXXX XX WIRELESSCO, L.P. B (SPOKANE MTA)
442 TERRE HAUTE IN WIRELESSCO, L.P. A (INDIANAPOLIS MTA)
000 XXXX XXXXX XX WIRELESSCO, L.P. B (SALT LAKE CITY MTA)
457 VINCENNES-WASHINGTON IN WIRELESSCO, L.P. A (INDIANAPOLIS MTA)
000 XXXX XXXX-XXXXXXXXXX XX WIRELESSCO, L.P. A (SAN FRANCISCO MTA)
000 XXXXXX XX WIRELESSCO, L.P. A (SAN FRANCISCO MTA)
434 STOCKTON CA WIRELESSCO, L.P. A (SAN FRANCISCO MTA)
458 VISALIA-PORTERVILLE-HANFORD CA WIRELESSCO, L.P. A (SAN FRANCISCO MTA)
291 MERCED CA WIRELESSCO, L.P. A (SAN FRANCISCO MTA)
303 MODESTO CA WIRELESSCO, L.P. A (SAN FRANCISCO MTA)
28 BAKERSFIELD CA XXX PCS LICENSE, LLC A (LOS ANGELES MTA)
