EXHIBIT 10.35
ADDENDUM VI
TO
SPRINT PCS MANAGEMENT AGREEMENT
DATED AS OF FEBRUARY 14, 2001
MANAGER: TEXAS TELECOMMUNICATIONS, LP
SERVICE AREA BTAS:
Flagstaff, AZ # 000 Xxxxxxx, XX # 0
Xxxxxxx, XX # 347 (Navajo County, AZ) Xxxxxxxx, XX # 00
Xxxxxxxx, XX # 000 Xxxxx Xxxx, XX #000
Xxxxx Xxxxxxxx, XX # 000 Xx Xxxx, XX # 128
Pueblo, CO # 366 Laredo, TX #000
Xxxxxxxxxxx, XX # 0 Xxxxxxx, XX # 000
Xxxxxxxx, XX # 00 Xxxxxxx, XX # 000
Xxxxxxxxxx, XX-Xxxxxxx, XX # 000 Xxxxxx, XX # 000
Xxxxxx, XX # 000 Xxx Xxxxxx, XX # 400
Las Cruces, NM # 000
Xxxxxxx, XX #000
Xxxxx Xx, XX # 407
EXPANSION SERVICE AREA BTAS:
Las Vegas, AZ # 245 (portion of Mohave County)
Colorado Springs, CO # 89 (portion of El Paso County)
Phoenix, AZ # 347 (portion of Maricopa and Pinal County)
Clovis, NM #00
Xxxxxx Xxxxx-Xxxxxxx, XX # 000
Xxxxx, XX # 000
Xxxxxx, XX # 447 (portion of Pima County)
Xxx Xxxxxx, XX # 00
Xxxx, XX # 000
Xx Xxxxxx-Xxxxxxxx, XX # 000
Xxx Xxxxx, XX # 402 (portion of San Diego County)
This Addendum VI (this "ADDENDUM") contains certain additional and
supplemental terms and provisions of that certain Sprint PCS Management
Agreement entered into as of December 23, 1999 by the same parties as this
Addendum as modified from time to time (the "MANAGEMENT AGREEMENT").
The terms and provisions of the Addendum 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 and all prior addenda continue in full force and effect.
Capitalized terms used and not otherwise defined in this Addendum
have the meaning ascribed to them in the Schedule of Definitions. Section
and Exhibit references are to Sections and Exhibits of the Management
Agreement unless otherwise noted.
The Management Agreement is modified as follows:
1. USE OF LOAN PROCEEDS. Sprint PCS is entering into that certain Consent
and Agreement with Citicorp USA, Inc., dated as of February 14, 2001
("CITICORP") (which Consent and Agreement, as amended and modified from
time to time, is referred to as the "CONSENT AND AGREEMENT") to enable
Manager to obtain a loan (the "LOAN") from Citicorp, its successors, and
other lenders who from time to time are parties to the Consent and
Agreement (collectively, the "LENDERS"). Manager agrees that
notwithstanding the permitted uses of the proceeds of the Loan, it will not
use the proceeds from the Loan or any other loan, extension of credit or
other obligation to which the Consent and Agreement relates, for any
purpose other than to (a) construct and operate the Service Area Network
within the Service Area (as may be amended from time to time) as
contemplated under the Management Agreement, (b) pay the cash portion of
the merger consideration to the Targets (as defined in that certain
Commitment Letter dated November 22, 2000, between Citicorp North America,
Inc., Xxxxxxx Xxxxx Xxxxxx, Inc., TD Securities (USA) Inc., Export
Development Corporation and Alamosa Holdings, Inc., as amended on January
30, 2001 (the "Commitment Letter")) (c) refinance existing indebtedness
under the EDC Facility, the Xxxxxxx Facility and the WOW Facility (as those
terms are defined in the Commitment Letter), and (d) pay the Transaction
Costs (as that term is defined in the Commitment Letter).
2. CROSS-DEFAULT. The following Section 17.30 is added:
17.30 CROSS-DEFAULT. A breach or Event of Termination under any of
the Sprint Agreements (as that term is defined in the Consent and
Agreement) by Alamosa Wisconsin Limited Partnership, a Wisconsin limited
partnership, Xxxxxxx Wireless Communications, L.L.C., a Missouri limited
liability company, or Washington Oregon Wireless LLC, a Delaware limited
liability company, or their respective successors or assigns (collectively
the "OTHER Affiliates") also constitutes a breach or Event of Termination,
as the case may be, by the Manager of the same provision of the applicable
Sprint Agreement to which the Manager is a party, and the Sprint Parties
(as that term is defined in the Consent and Agreement) shall have the same
rights under the Sprint Agreements and the Consent and Agreement to which
the Manager is a party as if the same breach or Event of Termination had
occurred under such Sprint Agreement. The Manager has no right to cure any
breach or Event of Termination with respect to an Other Affiliate. Such
breach or Event of Termination by an Other Affiliate shall not qualify as a
force majeure under the Sprint Agreements or the Consent and Agreement.
3. PERFORMANCE/PAYMENT OF OTHER AFFILIATES' OBLIGATIONS. The following
Section 17.31 is added:
17.31 PERFORMANCE/PAYMENT OF OTHER AFFILIATES' OBLIGATIONS. To induce
the Sprint Parties to enter into the Consent and Agreement with Citicorp,
Manager absolutely and unconditionally guarantees the prompt and punctual
performance and payment of the Obligations (as that term is defined in the
Consent and Agreement) of the Other Affiliates and their respective
successors or assigns when due and payable pursuant to the terms of the
Other Affiliates' Sprint Agreements as they may be amended and modified.
Manager agrees that the Sprint Parties shall not be required first to
collect from any other guarantor of any such obligation or to proceed
against or exhaust any collateral or security for any obligation before
requiring Manager to perform or pay the obligation guaranteed under this
Section. Any Sprint Party may bring suit against Manager without joining
the Other Affiliates or any other guarantor. Manager agrees that notice
given by a Sprint Party to any Other Affiliate under such Other Affiliate's
Sprint Agreements or the Consent and Agreement constitutes notice to the
Manager.
4. BUSINESS VALUATION. The following subsection 11.7.4(f) is added:
(f) In the event the Entire Business Value of the Manager is being
determined, the entire value of any Operating Asset may be allocated among
the Manager and one or more of the Other Affiliates, where appropriate, but
the sum of the values attributed to such Operating Asset in determining the
Entire Business Value of the Manager and the Other Affiliates shall not
exceed the value of such Operating Asset if it were used to calculate only
the Manager's Entire Business Value (i.e. "double counting" is prohibited).
5. 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 and the
License Agreements.
6. 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".
7. EXPIRATION OF LIMITED REMEDIES PERIOD. Sprint PCS and Manager agree
that the limited remedies period provided for in Sections 11.5 and 11.6
expired on June 17, 2000.
8. TRANSFER OF SPRINT PCS NETWORK.
(a) The following language is added at the beginning of the
first sentence of Section 17.15.5:
"In conjunction with the sale of the Sprint PCS Network,"
(b) The phrase "Sprint PCS Network or any of the Licenses," in the
first sentence of Section 17.15.5 is replaced in its entirety
with the following language:
"Sprint PCS Network and any of the Licenses,"
9. REVISED FINANCING PLAN. Exhibit 1.7 attached to this Addendum supersedes
and replaces in it entirety Exhibit 1.7 attached to the Management
Agreement.
10. 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 WAS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties have caused this Addendum VI to be
executed as of the date first above written.
SPRINT SPECTRUM L.P.
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------
Xxxxxx X. Xxxxxx
Vice President - Affiliations
WIRELESSCO, L.P.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------
Xxxxxx X. Xxxxxx
Vice President - Affiliations
SPRINT COMMUNICATIONS COMPANY, L.P.
By: /s/ Xx Xxxxxx
-------------------------------
Xx Xxxxxx,
Senior Vice President - Public Affairs
TEXAS TELECOMMUNICATIONS, LP
a Texas limited partnership
By: ALAMOSA DELAWARE GP, L.L.C.
a Delaware limited liability
company, as the sole general partner
By: /s/ Xxxxx Xxxxxxxx
------------------------------
Xxxxx X. Xxxxxxxx
President
