Exhibit 10.2
AMENDMENT NO. 3 TO INTERCARRIER ROAMER SERVICE AGREEMENT
AMENDMENT NO. 3 TO INTERCARRIER ROAMER SERVICE AGREEMENT
("Amendment No. 3") dated as of April 4, 2002, by and between AT&T Wireless
Services, Inc., a Delaware corporation, on behalf of itself and its Affiliates
(as hereinafter defined) (individually and collectively, "AT&T") for the markets
listed on Schedule 1 to the Roamer Agreement (as hereinafter defined), and
Triton PCS Operating Company L.L.C., a Delaware limited liability company, on
behalf of itself and its Affiliates (individually and collectively, the
"Company") for the markets listed on Schedule 2 to the Roamer Agreement. Certain
capitalized terms used herein and not otherwise defined have the meaning
assigned to such terms in the Roamer Agreement.
WHEREAS, AT&T and the Company are party to that certain
Intercarrier Roamer Service Agreement, dated as of February 4, 1998, as amended
(the "Roamer Agreement"), pursuant to which each of AT&T and the Company made
arrangements to facilitate the provision of, among other things, voice and
voice-related mobile wireless radio telephone service to the customers of the
other Party, while such customers are using the wireless radio telephone
facilities of such Party, and set forth certain roaming charges in respect
thereof;
WHEREAS AT&T Wireless PCS LLC (an Affiliate of AT&T, "AT&T PCS"),
Triton PCS License Company L.L.C. (an Affiliate of the Company, "Triton License
Company") and Triton PCS Holdings, Inc. (an Affiliate of the Company) are
parties to that certain Exchange and Acquisition Agreement, dated as of November
15, 2001 (the "Exchange and Acquisition Agreement"), pursuant to which, among
other things, effective upon the closing of the transactions contemplated by the
Exchange and Acquisition Agreement (the "Exchange and Acquisition Closing"),
Triton License Company will acquire from AT&T PCS a 20 MHz A Block PCS license
covering the entirety of Xxxxxxx and Screven Counties, Georgia (the "Assigned
Atlanta License"), as more fully described, and upon the terms set forth,
therein; and
WHEREAS, pursuant to the Exchange and Acquisition Agreement it
was agreed, and the Company and AT&T PCS desire, that, effective upon the
Exchange and Acquisition Closing (which is occurring as of the date hereof),
Schedule 2 and Exhibit A to the Roamer Agreement be amended to include Xxxxxxx
and Screven Counties, Georgia.
NOW THEREFORE, in consideration of the mutual promises and
covenants herein contained and for other good and valuable consideration the
receipt and sufficiency of which is hereby acknowledged, the parties hereby
agree as follows:
1. Amendments. From and after the date hereof, without any
further action on the part of the parties hereto, the following amendment to the
Roamer Agreement shall be effective and in full force and effect:
(i) Schedule 2 to the Roamer Agreement shall be amended to
include Xxxxxxx and Screven Counties, Georgia in the Triton market for
the Savannah, Georgia BTA set forth in Item IV therein.
2. Severability of Provisions. Any provision of this Amendment
No. 3 which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or remaining provisions hereof or affecting the validity
or enforceability of such provision in any other jurisdiction.
3. Agreement to Remain in Full Force and Effect. This Amendment
No. 3 shall be deemed to be an amendment to the Roamer Agreement. All references
to the Roamer Agreement in any other agreements or documents shall on and after
the date hereof be deemed to refer to the Roamer Agreement as amended hereby.
Except as amended hereby, the Roamer Agreement shall remain in full force and
effect and is hereby ratified, adopted and confirmed in all respects.
4. Heading. The headings in this Amendment No. 3 are inserted for
convenience and identification only and are not intended to describe, interpret,
define or limit the scope, extent or intent of this Amendment No. 3 or any
provision thereof.
5. Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same Agreement.
6. Governing Law. The laws of the State of New York, except those
pertaining to choice of law, arbitration of disputes and those pertaining to the
time limits for bringing an action that conflicts within the terms of the
Dispute Resolution provision set forth in Section 14.6 of the Roamer Agreement,
shall govern all other substantive matters pertaining to the interpretation and
enforcement and the other terms of this Amendment No. 3 with respect to any
Dispute.
[Signature Page Follows]
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[Signature Page to Amendment No. 3 to Intercarrier Roamer Service Agreement]
Executed as of the date first written above.
AT&T WIRELESS SERVICES, INC. TRITON PCS OPERATING COMPANY L.L.C.
By: Triton Management Company, Inc.,
its Manager
By: /s/Xxxxxx X. Xxxxxx By: /s/Xxxxx X. Xxxxx
--------------------------- ---------------------------------------
Name: Xxxxxx X. Xxxxxx Name: Xxxxx X. Xxxxx
Title: Vice President Title: Executive Vice President & Chief
Financial Officer
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