EXHIBIT 10.14
November 20, 1998
SprintCom, Inc.
Sprint Communications Company, L.P.
c/o Sprint Corporation
0000 Xxxxxxx Xxxxxxx Xxxxxxx
Xxxxxxxx, XX 00000
Attention: Xxxx Xxxxxxxx
Sprint Spectrum L.P.
0000 Xxxx Xxxxxx
0xx Xxxxx
Xxxxxx Xxxx, XX 00000
Attention: Xxx Xxxxxx
Re: Assignment of Sprint PCS Management Agreement, Sprint Spectrum Services
Agreement and Trademark and Service Xxxx Agreements from AirGate Wireless,
L.L.C. to AirGate Wireless, Inc.
Dear Messrs. Blessing and Xxxxxx:
Pursuant to Sections 17.15.3(d)(ii) and 17.15.3(e)(i) of the Sprint PCS
Management Agreement between SprintCom, Inc. and AirGate Wireless, L.L.C. dated
July 22, 1998 (the "Management Agreement"), this letter provides notice that
AirGate Wireless, L.L.C. intends to assign the Management Agreement and all
related agreements to AirGate Wireless, Inc./1/ Specifically, AirGate Wireless,
L.L.C. is assigning all of its obligations, now existing or hereafter arising,
and all rights and benefits under the Agreements to AirGate Wireless, Inc. The
entity to which the Agreements are being assigned is a newly-formed Delaware
corporation, has the same ownership as AirGate Wireless, L.L.C., and will be the
"Manager" under the Agreements. The organizational structure set forth on
Schedule 13 to the Addendum I to the Management Agreement remains unchanged,
except that AirGate Wireless, Inc., rather than AirGate Wireless, L.L.C., will
be the Manager under the Agreements. This assignment is being made to separate
the ownership of the F-block licenses that AirGate Wireless, L.L.C. presently
owns but is in the process of selling, from the assets necessary to operate the
Sprint PCS business, and to change the form of the legal organization from a
limited liability company to a corporation without changing the ultimate
ownership of the Manager.
AirGate Wirless, L.L.C. agrees that it will transfer to AirGate Wireless,
Inc., no later than February 15, 1999, all of the employees and all of the
assets necessary to act as Manager under the
------------
/1/ For purposes of this letter, the Management Agreement, the Sprint Spectrum
Services Agreement and the Trademark and Service Xxxx Agreements entered into
between AirGate Wireless, L.L.C. and SprintCom, Inc., Sprint Spectrum L.P. and
Sprint Communications Company, L.P., respectively, and all dated as of July 22,
1998, are referred to collectively as the "Agreements".
Agreements. AirGate Wireless, L.L.C. represents and warrants that it is not in
default under any of the Agreements.
Pursuant to Section 9.14 of the Sprint PCS Services Agreement between
Sprint Spectrum L.P. and AirGate Wireless, L.L.C. dated July 22, 1998 (the
"Services Agreement"), AirGate Wireless, L.L.C. intends to assign the Services
Agreement to AirGate Wireless, Inc.
Pursuant to Section 14.1 of the Sprint Trademark and Service Xxxx License
Agreement between Sprint Communications Company, L.P. and AirGate Wireless,
L.L.C. dated as of July 22, 1998, AirGate Wireless L.L.C. seeks consent to
assign the Sprint Trademark and Service Xxxx License Agreement to AirGate
Wireless, Inc.
Pursuant to Section 14.1 of the Sprint Spectrum Trademark and Service Xxxx
License Agreement between Sprint Spectrum L.P. and AirGate Wireless L.L.C. dated
as of July 22, 1998, AirGate Wireless L.L.C. seeks consent to assign the Sprint
Spectrum Trademark and Service Xxxx License Agreement to AirGate Wireless, Inc.
Please acknowledge your consent to these assignments below. Upon the
assignment, SprintCom, Inc., Sprint Spectrum L.P. and Sprint Communications
Company, L.P. release AirGate Wireless, L.L.C. from all of its obligations under
the Agreements, except any liabilities for actions or failures to act under the
Agreements between their effective dates and the effective dates of their
assignments.
Sincerely,
/s/ Xxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx
Manager
AirGate Wireless, L.L.C.
Acknowledged and Agreed to:
SprintCom, Inc. Sprint Communications Company, L.P.
By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------- ----------------------------------------
Name: Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx
--------------------- ---------------------------------
Title: VP Wireless Title: VP Wireless
--------------------- ---------------------------------
Sprint Spectrum L.P.
By: /s/ Xxxxxx Xxxxxxxxx
----------------------------------------
Name: Xxxxxx Xxxxxxxxx
---------------------------------
Title: Chief Businss Development Officer
---------------------------------
AirGate Wireless, Inc. agrees to be bound by the terms of the Agreements
and to assume all obligations and liabilities thereunder as if an original party
thereto. AirGate Wireless, Inc. agrees to execute a Master Signature Page that
evidences this content to be bound.
AirGate Wireless, Inc.
By: /s/ Xxxxxxx Xxxxxxx
-----------------------------------------
Xxxxxxx Xxxxxxx
Manager
