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EXHIBIT 10.33
Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
AMENDMENT NO. 2
This AMENDMENT No. 2 (the "Amendment") is made and entered into by and
between GoAmerica Communications Corporation ("Customer") and Cellco
Partnership, doing business as Xxxx Atlantic Mobile ("BAM") for attachment to
Contract ####-##-####, dated May 13, 1997 (the "Agreement").
1. This Amendment is an integral part of and modifies the Agreement. The
terms used herein which are defined or specified in the Agreement shall have the
meanings set forth in the Agreement. If there are any inconsistencies between
the provisions of this Amendment and the provisions of the Agreement, the
provisions of this Amendment shall control.
2. Exhibit A, is hereby deleted in its entirety and replaced with a new
Exhibit A, in the form attached hereto.
3. A new Exhibit B-2, "Pioneer Price Schedule" is hereby added in its
entirety as attached hereto.
4. A new paragraph is hereby added to Section 3, "Pricing" as follows:
"In order to qualify for and receive the rates as shown in this (Amendment),
Exhibit B1, "Pioneer Price Schedule," Customer shall provide a pre-payment of
$[**], to BAM for charges associated with Customer Contract ###-##-#### to be
deposited in an account associated with this Contract Number prior to BAM
activating any XXXx on this plan. As XXXx are activated and charges are
incurred on this plan, BAM may draw down these funds for any and all charges or
fees incurred by Customer. If at anytime the BAM account associated with this
Contract Number is less than $[**], Customer shall, within [**] of written
notification from BAM, remit payment to achieve a minimum amount of $[**] in
the account. Upon non-payment of any sum due BAM, or upon a violation by
Customer of any of the provisions of this Agreement, BAM may immediately upon
written notice deny any further NEI activations from Customer without
incurring any liability. In the event that after [**], Customer fails to make
minimum payments required to achieve $[**] in the account associated with this
Contract Number BAM may immediately upon written notice temporarily discontinue
or interrupt the furnishing of the Service to the Customer. Any failure to
achieve the $[**] minimum threshold on a timely basis shall be considered a
breach and BAM may pursue any and all of its rights including termination of
service and termination of the Agreement."
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Confidential materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
If at the conclusion of the extended term of this Agreement, Customer wishes for
this Agreement to automatically renew for an additional one year term as
specified in Section 15, Term of Agreement, and continue to take advantage of
the rates shown in Exhibit B1, it shall be required to maintain a minimum of
[**] active XXXx per month. If such minimum is not maintained, Customer shall be
charged the difference between [**] and the actual number of active XXXx, on the
following month's invoice. XXXx active on rate plans other than the plan shown
on Exhibit B1, shall not be included for the purpose of determining whether
Customer has met its monthly minimum."
5. This Amendment shall be effective when executed by both parties.
6. All provisions of the Agreement, including attachments thereto, not
addressed by this Amendment remain in full force and effect.
IN WITNESS WHEREOF, and intending to be bound hereby, the parties affix their
signature to this Amendment.
CELLCO PARTNERSHIP
By Xxxx Atlantic Mobile, Inc. GOAMERICA
Its managing general partner: COMMUNICATIONS CORPORATION
By : /s/ Xxxxx Surnight By : /s/ Xxxxxx Xxxx
-------------------------------- -------------------------------
Name: Xxxxx Surnight Name: Xxxxxx Xxxx
------------------------------- -------------------------------
Title: VP Data & Internet Services Title: President
------------------------------ -------------------------------
Date: 2/13/01 Date: 2/9/01
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EXHIBIT A
This Exhibit C sets forth the Area(s), as that term is used in this Agreement,
in which BAM is authorized to provide CRS as described in this Agreement. In
this Exhibit there is described the individual counties of the MSAs and/or RSAs
in which BAM is authorized to conduct its CRS operations.
(a) COUNTIES OF THE MSA(s) IN WHICH BAM IS LICENSED:
NORTHEAST REGION: Norfolk MA, Essex MA, Middlesex MA, Plymouth MA, Suffolk MA
and Rockingham NH of the Boston MSA: Hartford CT, Middlesex CT and Tolland CT
of the Hartford MSA; New Haven CT of the New Haven MSA; Madison NY, Worcester
MA of the Worcester MSA: Hampden MA and Hampshire MA of the Springfield MSA;
Bristol MA of the New Bedford MSA; Hillsborough NH of the Manchester MSA;
Orange NY of the Orange County MSA: Dutchess NY of the Poughkeepsie MSA; New
London CT of the New London MSA; Berkshire MA of the Pittsfield MSA; Xxxxxx NY
and Washington NY of the Xxxx Falls MSA; Chittenden VT and Grand Isle VT of the
Burlington MSA; Bristol RI, Kent RI, Providence RI, Washington RI of the
Providence MSA; Fairfield CT of the Xxxxxxxxxx XXX0 Albany NY, Xxxxxxxxxx NY,
Rensselaer NY, Saratoga NY, Schenectady NY of the Albany MSA.
PITTSBURG REGION: Allegheny PA, Beaver PA, Washington PA and Xxxxxxxxxxxx PA of
the Pittsburgh MSA.
NORTHERN NEW JERSEY/NY METRO, REGION: Bronx NY, Kings NY, New York NY, Queens
NY, Richmond NY, Xxxxxx NY, Rockland NY, Westchester NY, Bergen NJ, Nassau NY,
Suffolk NY, Essex NJ, Xxxxxx NJ, Somerset NJ, Union NJ, Xxxxxx NJ and Passaic
NJ of the New York MSA; Middlesex NJ of the New Brunswick MSA; Monmouth NJ of
the Long Branch MSA.
PHILADELPHIA REGION: Bucks PA, Chester PA, Delaware PA, Xxxxxxxxxx PA,
Philadelphia PA, Burlington NJ, Camden NJ and Gloucester NJ of the Philadelphia
MSA7, Carbon PA, Lehigh PA, Northampton PA and Xxxxxx NJ of the Allentown MSA,
Cumberland NJ of the Vineland MSA, New Castle DE, Salem NJ, Xxxxx MD of the
Wilmington MSA, Berks PA of the Reading MSA, Xxxxxx NJ of the Trenton MSA,
Atlantic NJ, Cape May NJ of the Atlantic City MSA.
WASHINGTON/BALTIMORE: District of Columbia, Xxxxxxx MD, Xxxxxxxxxx MD, Prince
Georges MD, Alexandria City VA, Fairfax City VA, Falls Church City VA, Manassas
City VA, Manassas Park City VA, Arlington VA, Fairfax VA, Loudoun VA and Prince
Xxxxxxx VA of the Washington DC MSA; Baltimore City MD, Xxxx Arundel MD,
Baltimore MD, Xxxxxxx MD, Harford MD and Xxxxxx MD of the Baltimore MSA.
SOUTHEAST: Xxxxxx NC, Meklenburg NC and Union NC of the Charlotte MSA;
Greenville SC, Pickens SC and Spartanburg SC of the Greenville MSA; Lexington
SC and Richland SC of the Columbia MSA; Alexander NC, Xxxxx NC and Catawba NC
of the Hickory MSA; Buncombe and Madison of the Asheville, NC MSA; Anderson SC
of the Xxxxxxxx MSA.
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(b) COUNTIES OF THE RSA(s) IN WHICH BAM IS LICENSED:
Northeast Region: Xxxxxxx in CT 2-WINDHAM; Newport in RI-NEWPORT; Barnstable,
Xxxxx and Nantucket in MA 2-BARNSTABLE; Xxxxxxx, Xxxxxxx and Merrimack in
NH 2-XXXXXXX; Franklin, Orleans, Essex, Lamoille, Washington, Caledonia and
Orange in VT I-FRANKLIN; Addison, Rutland, Windsor, Bennigton and Xxxxxxx in
VT 2-ADDISON (131); Ostego, Delaware, Schoharie, Xxxxxxxx and Ulster in
NY 5-OSTEGO.
PITTSBURGH REGION: Xxxxx, Jackson, Roane, and Xxxxxxx in WV I XXXXX; Wetzel,
Tyler, Doddridge, Ritchie, Gilmer, Lewis, Xxxxxxxxx in WV 2 XXXXXX; McKean,
Camerom, and Elk in PA 2 MCKEAN; Xxxxxx, Clarion, Xxxxxxxx and Xxxxxxxxx in
PA 6 XXXXXXXX (B2); Indiana, Jefferson and Clearfield in PA 7 JEFFERSON; Xxxxxx
and Fayette in PA 9 XXXXXX; Huntingdon, Juniata and Mifflin in PA 11
HUNTINGDON (132).
NORTHERN NEW JERSEY/NY METRO REGION: Hunterdon in NJ 1-HUNTERDON; Sussex in
NJ 3-SUSSEX.
PHILADELPHIA REGION: Ocean in NJ 2-OCEAN; Kent and Sussex in DE 1-KENT.
WASHINGTON/BALTIMORE: Kent, Queen Annes, Xxxxxx, Xxxxxxxx, Dorcl-ester,
Wicomico, Somerset, Xxxxxxx, St. Marys, and Worcester in MD 2-KENT; Frederick
in MD 3-FREDERICK; Frederick, Clark, Shenandoah, Page, Rappahannock, Fauquier,
Warren and Winchester City in VA 10-FREDERICK (BI); Madison, Culpeper, Orange,
Fredericksburg City, Spotsylvania, Louisa and Stafford VA 11-MADISON (B3);
Xxxxxxxx, King Xxxxxx, Xxxx Xxxxxxx, Xxxx & Queen, Essex, Richmond,
Westmoreland, Northumberland, Lancaster, Matthews, Northampton, Accomack, and
Middlesex in VA 12-XXXXXXXX (132).
SOUTHEAST: Yancey,Mitchell, Xxxxx, Watauga, and Xxxxxxxx in NC 2-XXXXXX;
Cherokee, Clay, Graham, Macon, Swain, Haywood, Xxxxxxx and Transylvania in
NC 1-CHEROKEE; Anson, Montgomery, Richmond, Scotland in NC 5-ANSON; Cabarrus,
Stanly, Rowan, Iredell, and Davie in NC 15-CABARRUS; Laurens, Greenwood,
McCormick, Edgefield, Saluda, Newberry and Abbeville in SC 2-LAURENS;
Oconee SC 1-OCONEE; Cherokee, Xxxxxxx, Union and Fairfield in
SC 3-CHEROKEE; Lancaster and York in SC 9-LANCASTER; Xxxxxx, Xxxxxxx; White,
Habersham, Hall, Banks, Franklin, Stephens, Rabun, Xxxxxx in GA 2-DAWSON,
Henderson, Polk, Rutherford, Cleveland, XxXxxxxx and Lincoln in NC4-XXXXXXXXX;
Xxx, Wise, Dickenson, Xxxxxxxx, Xxxxxxx and Norton City in VA 1-XXX.
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Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
EXHIBIT B1
PIONEER PRICE SCHEDULE
Monthly Charge per NEI $[**]
Kilobyte Allowance per NEI [**] KB
Allowance is aggregated monthly across all XXXx on this rate plan.
Kilobyte Rate over Allowance $[**]/KB
Visiting Rate per Kilobyte $[**]/KB
Activation Charge per NEI $[**]
"In order to qualify for and receive the rates as shown, Customer shall provide
a pre-payment of $[**], to be deposited in account associated with the customer
contract prior to BAM activating any XXXx on this plan. As XXXx are activated
and charges incurred on this plan, BAM may draw down these funds for any and all
charges or fees incurred by GoAmerica. If at anytime the BAM account is less
than $[**], Customer shall, within [**] of written notification from BAM, remit
payment to achieve a minimum amount of $[**] in the account. Upon non-payment of
any sum due BAM, or upon a violation by Customer of any of the provisions of
this Agreement, BAM may immediately upon written notice deny any further NEI
activations from Customer without incurring any liability. In the event that
after [**], Customer fails to make minimum payments required to achieve $[**] in
the account BAM may immediately upon written notice temporarily discontinue or
interrupt the furnishing of the Service to the Customer. Any failure to achieve
the $[**] minimum threshold on a timely basis shall be considered a breach and
BAM may pursue any and all of it's rights including termination of service and
termination of the Agreement."
If at the conclusion of the extended term of this Agreement, Customer wishes
for this Agreement to automatically renew for an additional one year term as
specified in Section 15, Term of Agreement, and continue to take advantage of
the rates shown in Exhibit B1, it shall be required to maintain a minimum of
[**] active XXXx per month. If such minimum is not maintained, Customer shall
be charged the difference between [**] and the actual number of active XXXx, on
the following month's invoice. XXXx active on rate plans other than the plan
shown on Exhibit 131, shall not be included for the purpose of determining
whether Customer has met its monthly minimum."
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Confidential Materials omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote omissions.
EXHIBIT B-2
PIONEER PRICE SCHEDULE
Monthly Charge per NEI S[**]
Kilobyte Allowance per NEI [**]KB
Allowance is aggregated monthly across all XXXx on this rate plan.
Kilobyte Rate over Allowance $[**]/KB
Visiting Rate per Kilobyte $[**]/KB
Activation Charge per NEI $[**]
Note: Participation in this rate plan is subject to the requirements set forth
in Section 4 of this Amendment to Contract ###-##-#### between BAM and Go
America Communications Corporation.
