TERM SHEET
OPERATING AGREEMENT
XXXXXX CELLULAR / AWS WIRELESS
AT&T Wireless Services, Inc., ("AWS") and Xxxxxx Communications Corporation
("DCC") agree in principle to enter into an Operating Agreement pursuant to
which AWS and DCC will agree to the following:
TECHNOLOGY
1. DCC agrees to deploy and maintain the latest version of IS-136 technology
as follows:
Within 12 months of the execution of the Operating Agreement, DCC will
deploy IS-136 technology in the following markets; Enid, OK, Cumberland,
MD, Hagerstown, MD, MSA markets, as well as the, TX-2, OK-2, OK-7, MD-2,
MD-3 RSA markets. IS-136 technology will also be deployed in CA-4 and
TX-16 RSA's contingent upon closing of the pending acquisition of these
markets by DCC.
Deployment of IS-136 and the applicability of this Operating Agreement in all
future acquired markets by DCC will be mutually determined on a market by market
basis.
2) DCC agrees, to the extent commercially feasible, to comply with the most
current standards and core features of the AWS IS-136 network to assure
consistent quality and performance.
3) AWS shall consider allowing DCC to broadcast it's system identification
number on a market by market basis, thereby eliminating the roaming
indicator when subscribers roam into our respective markets.
4) DCC will offer AWS long distance as its exclusive long distance service
in all markets identified above through this provider agreement, subject
to the negotiation of acceptable market based rates.
5) DCC agrees to build and operate its cellular systems to P.02 standards
with respect to call blocking and dropped calls. It also agrees to meet
the Direct Measures of Quality (DMOQ) standards which will be a part of
the Operating Agreement.
6) DCC agrees to use commercially reasonable efforts to deploy fraud defense
technology compatible with AWS's fraud defense technology, including
Authentication and Real Time Visibility to AWS roaming customers.
7) AWS will provide DCC with and DCC will meet, system interoperability
specifications to ensure system interoperability between the AWS and DCC
networks.
MARKETING
1) AWS will work with the AT&T Corporate Brand Committee in an effort to
allow DCC to use the AWS name and logo on a tag line basis subject to a
mutually agreeable brand use agreement. Such agreement will be made only
after final AT&T corporate approval.
2) DCC agrees to participate in the AWS National Account Program.
3) AWS agrees to allow DCC to actively market to those accounts identified
as national accounts within the DCC properties and to represent itself as
a member of the AWS National Account Program.
INTERCARRIER ROAMER SERVICE AGREEMENT
1) AWS and DCC will enter into a 5 year roaming agreement.
2) Roaming rates between the markets will remain at the rate agreed to at
the time of closing for a period of twelve months.
3) On a market by market basis, after completion of twelve continuous months
of DCC control, the wholesale rate for the next twelve months and each
twelve month period going forward throughout the term of the agreement
will be adjusted in accordance with the following adjustment formula:
(OUTCOLLECT REVENUE FOR THE PRIOR TWELVE MONTH PERIOD * 1.2) * (Current rate per
minute) (Outcollect revenue for the most recent twelve month period)
= New Per Minute Rate
Note: The new rate per minute, once earned, shall not be increased throughout
the term of this Agreement.
4) Notwithstanding the above, to the extent DCC obtains ownership control of
the TX-16 market, the roaming rates between the parties shall be: 1998:
DCC shall charge AWS $.50 per minute, AWS shall charge DCC $.35 per
minute. 1999: DCC and AWS shall reciprocally charge $.35 per minute.
Remaining term of this Agreement: Formula per #3 above.
5) DCC and AWS agree that the following per minute toll rates will be
charged when customers are roaming between markets:
Term of the Agreement; The actual AWS average retail rates charged to
AWS customers roaming into DCC markets, as calculated on a national basis but
not less
than $.15 per minute for the years 1998-2000, $.12 per minute for the year
2001 and $.10 per minute for the remaining term of the Agreement.
DCC and AWS agree to offer a toll free calling area within their respective
cellular areas which reasonably approximates, or is larger than, the toll free
area offered by the landline telephony company in the area.
5) DCC agrees to join and remain a member of the NACN or its successor
entity.
CUSTOMER SERVICE
1) DCC will provide twenty-four (24) hour customer service in its cellular
properties.
2) DCC will maintain a 80% service level for all subscribers. 80% of all
subscribers will be handled within 20 seconds and less than 5% will be
abandoned. DCC will agree to provide home customer care routing to AWS
subscribers if requested.
3) The parties agree to route 611 customer care calls back to their
respective home carrier when customers are roaming in each other's markets.
MARKET EXCLUSIVITY
1) AWS agrees to use DCC as the primary roaming partner for AWS cellular and
PCS subscribers when roaming in the following specific DCC markets:
Enid, OK, OK-2, CA-4, TX-16, and MD-2, MD-3 Cumberland, MD, and Hagerstown, MD.
[Note: The primary roaming status for the Maryland properties is subject to
approval by other parties.]
NON-BINDING NATURE OF TERM SHEET
This term sheet is for discussion purposes only and shall not constitute an
agreement by or among any of the parties mentioned herein. Any agreement between
or among any of the parties is subject to final review and approval by the
respective parties' corporations and appropriate committees thereof. No party is
entitled to rely on this Term Sheet or these negotiations in any way until a
final definitive document has been signed and approved.
AT&T Wireless Services, Inc. Xxxxxx Communications Corporation
By: /s/ Xxx Xxxxx By: /s/ Xxxxxxx Xxxxxx
---------------------------- ----------------------------
Name: Xxx Xxxxx Name: Xxxxxxx Xxxxxx
-------------------------- --------------------------
Title: Vice President Carrier Title: CEO/President
Relations
