Exhibit 10.34
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SERVICES AGREEMENT
This SERVICES AGREEMENT (this "Services Agreement"), dated as of
January 1, 2002, is by and between AirGate Service Company, Inc., a Delaware
corporation ("Service Co"), AIRGATE PCS, INC., a Delaware corporation
("AirGate"), iPCS WIRELESS, INC., a Delaware corporation and iPCS, INC., a
Delaware corporation (iPCS, Inc. and iPCS Wireless, Inc. are collectively
referred to as "iPCS").
W I T N E S S E T H:
WHEREAS, on November 30, 2001 iPCS became a wholly-owned subsidiary of
AirGate pursuant to the Agreement and Plan of Merger, dated as of August 28,
2001, between AirGate and iPCS;
WHEREAS, on April 22, 2002, Service Co was formed for the purpose of
providing and facilitating management, administrative and other related support
services to each of AirGate and iPCS and their respective subsidiaries;
WHEREAS, in order to provide the services hereunder in the most
efficient manner possible, Service Co, AirGate and iPCS will be provided access
to, and the benefit of, certain assets of the other parties hereto;
WHEREAS, the parties intend for this Services Agreement to set forth
the terms upon which the services hereunder will be provided to AirGate and iPCS
and upon which the parties will be provided access to, and the benefit of,
certain assets of AirGate and iPCS for purposes of providing such services;
NOW, THEREFORE, for and in consideration of the mutual covenants and
conditions contained herein, the parties hereto agree as follows:
ARTICLE 1
The Services
1.1 Engagement. Subject to the terms and conditions of this Services
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Agreement, (a) AirGate hereby engages Service Co to oversee, manage and
supervise the business, operations and affairs of AirGate and its subsidiaries
(other than iPCS and its subsidiaries) and to provide any and all administrative
and support services relevant thereto, including, without limitation, the
services described on Exhibit A, and such additional Services as provided in
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Section 1.2 and (b) iPCS hereby engages Service Co to oversee, manage and
supervise the business, operations and affairs of iPCS and its subsidiaries and
to provide any and all administrative and support services relevant thereto,
including, without limitation, the services described on Exhibit A, and such
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additional Services and provided in Section 1.2 (collectively, the "Services").
In addition to describing certain of the Services to be performed by the
parties, Exhibit A sets forth any other applicable terms and conditions relating
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to the performance of the Services, including, without limitation, any specific
modification of the terms and conditions set forth in the body of this Services
Agreement.
1.2 Additional Services. Service Co will provide such additional
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Services as AirGate or iPCS may reasonably request, upon terms and conditions
set forth herein or as are otherwise mutually agreed to by Service Co and the
party requesting such additional Service, as long as such additional Service is
at prices and on terms and conditions not less favorable to the party requesting
such additional
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Service than could be obtained on an arm's-length basis from unrelated third
parties. Any additional Services shall be documented pursuant to a supplement to
Exhibit A, signed by Service Co and the party requesting such additional
Service, setting forth a description of the Service and any other terms and
conditions applicable to the Service. In addition, the chief financial officer
of AirGate shall deliver to the Administrative Agent of that certain Credit
Agreement, dated as of August 16, 1999, among AirGate, the lenders from time to
time party thereto, State Street Bank and Trust Company, as Collateral Agent,
and Lucent Technologies, Inc., as Administrative Agent (the "Credit Agreement"),
a certificate certifying that such additional Service is at prices and on terms
and conditions not less favorable to the party requesting such additional
Service than could be obtained on an arm's-length basis from unrelated third
parties.
1.3 Standards of Performance. Service Co will use commercially
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reasonable efforts in the performance of its obligations hereunder and shall
perform the Services in a manner that it in good faith believes to be in or not
opposed to the best interests of AirGate and iPCS and with the same level of
care, skill, and prudence customarily exercised when used in providing similar
services for itself or other third parties. The Services shall be performed by
Service Co subject to the oversight, review and ultimate control and approval of
the Board of Directors of AirGate or iPCS. Service Co shall not be obligated
under this Services Agreement to perform any Services (a) if to do so would be
in violation or cause a breach of any law or regulation to which it is subject,
or (b) for the benefit of any third party or any entity other than AirGate, iPCS
and their subsidiaries.
1.4 Compliance with Laws, Regulations and AirGate Policies. The parties
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shall use and perform the Services in accordance with (a) all applicable
federal, state and local laws and regulations and (b) the business practice
standards, procedures and policies of AirGate and iPCS. Each party reserves the
right to take all actions, including termination of any particular Service, upon
reasonable notice to the other party, without penalty or liability to the other
party, that it reasonably believes to be necessary to assure compliance with
applicable laws and regulations.
1.5 Third Party Contractors. Except as expressly provided in Exhibit A,
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any obligation of Service Co hereunder may be performed, in whole or in part, by
third party contractors of, or consultants or professionals hired by, Service
Co; provided, that (a) such contractors, consultants or professionals abide by
all of Service Co's obligations under this Services Agreement and (b) Service Co
shall remain fully responsible for the complete and timely performance for all
of its obligations hereunder.
ARTICLE 2
Term
The term of this Services Agreement shall commence on the date hereof
and continue for a period of one (1) year, unless terminated sooner by any party
on one hundred twenty (120) days written notice. Upon the expiration of the
initial term, this Services Agreement shall automatically renew for consecutive,
additional one (1) year terms, unless either party provides the other with
notice of cancellation of this Services Agreement at least one hundred twenty
(120) days prior to expiration of the then effective term, in which case this
Services Agreement shall expire at the end of such effective term.
ARTICLE 3
Payment for Services
3.1 Charges for Services. Unless expressly provided otherwise in
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Exhibit A for a particular Service, each of AirGate and iPCS shall pay Service
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Co for each Service a fee equal to the direct and
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indirect costs and expenses incurred by Service Co in providing the Services
to such party, as calculated in accordance with the terms set forth on Exhibit B
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(the "Fully Burdened Cost").
3.2 Payment Terms. Each party shall xxxx or invoice other parties
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monthly for all charges and reimbursements owed pursuant to this Services
Agreement. Such bills shall be accompanied by reasonable documentation or other
reasonable explanation supporting such charges. Each of AirGate and iPCS shall
pay Service Co for all Services provided hereunder within forty-five (45) days
after receipt of an invoice therefor net of any Access Charges owed by Service
Co to such party pursuant to Section 4.3 and any amounts owed by Service Co to
such party pursuant to Section 9.2 for the services of Leased Employees.
3.3 Error Correction; True-Ups. The parties shall reasonably agree on a
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process and procedure for conducting internal audits and making adjustments to
charges as a result of the movement of employees and functions between parties,
use of shared and other assets, the discovery of errors or omissions in charges,
as well as a true-up of amounts owed.
ARTICLE 4
ACCESS TO AIRGATE ASSETS
4.1 Right to Access. Subject to the terms and conditions of this
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Services Agreement, each of AirGate and iPCS (each a "Granting Party") will
provide, directly or indirectly through its subsidiaries, to Service Co and to
each other (the "Beneficiary") access and the right to use the assets of the
other as reasonably necessary for purposes of providing management,
administrative and other related support services to each of AirGate and iPCS
and their respective subsidiaries, including but not limited to the assets, and
the benefits and privileges under the agreements listed on Exhibit C, along with
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such additional assets and agreements as provided in Section 4.2 (such assets
hereinafter referred to as the "Shared Assets" and such agreements as the
"Shared Agreements"). Exhibit C also sets forth the scope of such access and any
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other applicable terms and conditions upon which such access will be provided.
Except as expressly set forth on Exhibit C, Service Co's access shall be subject
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to the following:
(a) such access shall not unreasonably interfere with a Granting
Party's business or normal operations,
(b) a Granting Party's right, exercisable in its sole
discretion, to sell, assign or otherwise transfer any interest in, or
right to, any of the Shared Assets or Shared Agreements;
(c) any right or interest (including any lien) of any third
party whether existing or arising by agreement or operation of law;
(d) such access shall not violate or cause the breach of the
terms of any (i) agreement binding on AirGate or iPCS or their
respective subsidiaries or to which such assets or agreements are
subject; or (ii) any applicable law or regulation; and
(e) such Granting Party's right, exercisable in its sole
discretion, to object to the use of any Shared Asset or Shared
Agreement, in which event, the Beneficiary shall not be entitled to
have access or the right to use such Shared Asset or Shared Agreement.
4.2 Additional Access. AirGate and iPCS may provide access to such
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additional assets and agreements as a Beneficiary may reasonably request, upon
the terms and conditions set forth herein or as are otherwise mutually agreed to
by the Beneficiary and the party providing such access, as long as such
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additional access is at prices and on terms and conditions not less favorable to
the party providing such access than could be obtained on an arm's-length basis
from unrelated third parties.
4.3 Cost of Access. Unless expressly provided otherwise in Exhibit C
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for a particular asset or agreement, the Beneficiary shall reimburse AirGate or
iPCS, as the case may be, for all direct and indirect costs and expenses
incurred by such party in providing the Beneficiary with access rights under
Section 4.1 and Section 4.2 (the "Access Charges"). Access Charges shall be
calculated in accordance with generally accepted accounting principles from the
books, records and accounts maintained pursuant to Section 5.2. For purposes of
determining the Access Charge for a particular asset or agreement, costs shall
be allocated on a pro rata basis between a Granting Party and the Beneficiary in
accordance with actual usage.
ARTICLE 5
cooperation and assistance
5.1 Information and Assistance. During the term of this Services
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Agreement, the parties will use good faith efforts to cooperate with each other
and each party shall furnish the other party with information in its possession
and control and such other reasonable assistance as necessary in each case to
enable such party to perform its obligations hereunder. Such cooperation shall
include exchanging information, performing adjustments, and obtaining all third
party consents, licenses, sublicenses or approvals necessary to permit each
party to perform its obligations hereunder. If a party's failure to furnish such
information and assistance renders the other party's performance of any of its
obligations hereunder unreasonably difficult, such other party may refuse or
terminate its obligation to perform such obligations without liability or
penalty to the other party hereto.
5.2 Records and Accounts. Each party will maintain accurate books,
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records and accounts of all transactions relating to the Services and other
obligations performed by it pursuant to this Services Agreement. Each party may,
at its own expense, examine and copy those books and records of the other party
as provided in this Section 5.2. Such books, records and accounts will be
maintained in a manner that allows the other party to separate these matters
from those relating to other operations. Such books, records and accounts will
reflect such information as would normally be examined by an independent
accountant in performing an audit pursuant to United States generally accepted
auditing standards for the purpose of certifying financial statements, and to
permit verification thereof by governmental agencies. Each party and, at a
party's request and subject to customary and reasonable confidentiality
arrangements, Sprint PCS and such party's auditors and lenders, may make
examinations pursuant hereto during the other party's usual business hours, and
at the place where such party regularly keeps these books and records.
5.3 Confidentiality. Neither AirGate, iPCS or Service Co may, at any
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time during the period beginning with the date of receipt of any confidential
information of the other party and ending five (5) years after the effective
date of termination of this Services Agreement, disclose to any other person any
confidential information which has been disclosed to it by any other party,
except with prior written consent of such party. Confidential information
includes, but is not limited to, any data or information of any party, including
planning information, marketing strategies, sales estimates, business plans and
internal performance results. For purposes of this Services Agreement,
confidential information does not include, however, information which (a) is or
becomes generally available to the public other than as a result of a disclosure
by the party providing such confidential information, (b) was available to a
party on a nonconfidential basis prior to its disclosure by the other, (c)
becomes available to the party on a nonconfidential basis from a person in
legitimate possession of such information who is not otherwise bound by a
confidentiality agreement restricting the disclosure of such information, or who
is otherwise
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not under an obligation not to transmit such information or (d) is covered by
the confidentiality provisions of the License Agreement (as defined below).
ARTICLE 6
Disclaimer; Limitation of Liability
6.1 Disclaimer of Warranties. NO PARTY MAKES ANY REPRESENTATIONS OR
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WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING AS TO MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER MATTER WITH RESPECT TO THE
SERVICES, THE SHARED ASSETS, THE SHARED AGREEMENTS OR OTHER OBLIGATIONS
HEREUNDER.
6.2 Exculpation. No party shall be liable for any failure or delay in
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its performance hereunder or for any performance which is substandard, except
where such failure, delay or substandard performance is the result of willful
misconduct or gross negligence.
6.3 No Consequential or Special Damages. No party shall be liable to
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the other for any indirect, incidental, consequential or special damages to the
other party, its business or any customer of its business or any other person,
including any damage to or loss of revenues, business or goodwill suffered by
any person or entity for any failure of performance hereunder. In no event will
any party's liability for any damages hereunder exceed the total charges paid or
owed for the Services provided hereunder, regardless of the form or action,
whether in contract, negligence, strict liability, tort or otherwise.
6.4 Force Majeure. The obligations of a party to perform under this
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Services Agreement shall be excused during each period of delay caused by
matters (not including lack of funds or other financial causes) such as strikes,
supplier delays, shortages of raw materials, government orders or acts of God,
which are reasonably beyond the control of the party obligated to perform;
provided that nothing contained in this Services Agreement shall affect a
party's ability or discretion with respect to any strike or other employee
dispute or disturbance and all such strikes, disputes or disturbances shall be
deemed to be beyond the control of such party. A condition of force majeure
shall be deemed to continue only so long as the affected party shall be taking
all reasonable actions necessary to overcome such condition. In the event that a
party hereto shall be affected by a condition of force majeure, such party shall
give the other parties prompt notice thereof, which notice shall contain the
affected party's estimate of the duration of such condition and a description of
the stops being taken or proposed to be taken to overcome such condition of
force majeure. Any delay occasioned by any such cause shall not constitute a
default under this Services Agreement, and the obligations of the parties shall
be suspended during the period of delay so occasioned. During any period of
force majeure, the party that is not directly affected by such condition of
force majeure shall be entitled to take any reasonable action.
ARTICLE 7
Intellectual Property
7.1 Allocation of Rights by Ancillary Agreements. AirGate, iPCS and
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Service Co are parties to a Technology License Agreement, dated as of January 1,
2002, pursuant to which the parties licensed certain technology and intellectual
property to each other (the "Technology License Agreement"). This Services
Agreement and the performance of this Services Agreement will not affect the
ownership of any technology or intellectual property rights licensed or
allocated in the Technology License Agreement.
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7.2 Existing Ownership Rights Unaffected. No party will gain, by
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virtue of this Services Agreement, any rights of ownership of or a license to
use any copyrights, patents, trade secrets, trademarks or any other intellectual
property rights owned by any other party.
ARTICLE 8
LEASING OF EMPLOYEES
8.1 Leasing of Employees Between the Parties. From time to time,
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Service Co may have the need to provide employees to AirGate and/or iPCS or
their respective subsidiaries, or AirGate and/or iPCS, directly or indirectly
through their respective subsidiaries, may have the need to provide employees to
Service Co and each other or their subsidiaries. In the event such a situation
arises, the parties agree that the actual employer (the "Provider") of the
specific employees (the "Leased Employees") shall remain responsible for all
compensation and benefits for the Leased Employees as well as for withholdings
for FICA, federal, state and local income taxes on wages and benefits for those
employees. Further, the Provider shall be responsible for reporting to the
appropriate federal, state and local agencies all compensation and payments of
all applicable taxes arising therefrom related to the Leased Employees. The
Leased Employees shall be considered solely the Provider's employees, and the
Provider shall be responsible for payment of all unemployment insurance
coverages, workers' compensation insurance coverages and payroll taxes,
including contributions when required by law. The Leased Employees shall not be
eligible to participate in any employee benefit plans, programs or arrangements
(including holidays and sick leave) of the party to whom they are leased (the
"Recipient"), but shall only be eligible to participate in the employee benefit
plans, programs and arrangements of the Provider, pursuant to the terms and
conditions of those plans, programs and arrangements at the time. The Recipient
shall pay the out-of-pocket expenses of the Leased Employees in accordance with
the Recipient's policies and procedures.
8.2 Reimbursement of Provider. The parties agree that in
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consideration for the Leased Employees' services, the Recipient shall pay the
Provider the Fully Burdened Cost for the Leased Employees during the period of
the leasing arrangement pursuant to the terms of Section 3.2 and Section 3.3.
ARTICLE 9
MISCELLANEOUS
9.1 Relations between the Parties. The relationship between the
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parties established under this Services Agreement is that of independent
contractors and no party is an employee, agent, partner, or joint venturer of or
with the other.
9.2 Notices. All notices required under this Services Agreement shall
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be in writing and shall be deemed to have been sufficiently given when (i) hand
delivered by one party to the other party at the addresses for notice as herein
provided, or (ii) when sent by reputable overnight courier to such addresses, or
(iii) when telecopied (with receipt of such transmission confirmed) as follows:
If to AirGate: AirGate PCS, Inc.
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxx Tower, Suite 1700
Xxxxxxx, Xxxxxxx 00000
Fax Number: (000) 000-0000
Attention: General Counsel
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If to iPCS: iPCS, Inc.
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxx Tower, Suite 1700
Xxxxxxx, Xxxxxxx 00000
Fax Number: (000) 000-0000
Attention: General Counsel
If to Service Co: AirGate Services Company, Inc.
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxx Tower, Suite 1700
Xxxxxxx, Xxxxxxx 00000
Fax Number: (000) 000-0000
Attention: General Counsel
or to such other address or party as any party may specify to the other parties
from time to time in writing. Invoices may be sent by first class mail, postage
prepaid, with receipt deemed to have occurred three (3) days after deposit
therein.
9.3 No Third Party Beneficiaries. Except for the subsidiaries of the
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parties hereto or as expressly set forth herein, no person not a party hereto
shall be a third-party beneficiary of any provision of this Services Agreement.
Nothing contained herein shall be construed or deemed to confer any benefit or
right upon any third party.
9.4 Entire Agreement; Assignment. This Services Agreement (a)
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constitutes the entire agreement between the parties with respect to the subject
matter hereof and supersedes all other prior agreements and understandings, both
written and oral, among the parties or any of them with respect to the subject
matter hereof, and (b) shall not be assigned by operation of law or otherwise.
9.5 Counterparts. This Services Agreement may be executed in two or
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more counterparts, each of which shall be deemed to be an original, but all of
which shall constitute one and the same agreement.
9.6 Choice of Law. This Services Agreement shall be governed by and
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construed and enforced in accordance with the laws of the State of Georgia
(without giving effect to choice of law principles thereto), as though all acts
and omissions related hereto occurred in Georgia. Any lawsuit arising from or
related to this Services Agreement shall be settled by arbitration administered
by the American Arbitration Association under its Commercial Arbitration Rules
in Atlanta, Georgia, and judgment on the award rendered by the arbitrator may be
rendered by any court having jurisdiction thereof.
9.7 Amendment; Waiver. No amendment or modification of the terms of
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this Services Agreement shall be binding on either party unless: (i) the
amendment or modification is reduced to writing and signed by an authorized
representation of the party to be bound and (ii) the parties have obtained the
prior written consent of the Administrative Agent under the Credit Agreement and
the Administrative Agent under that certain Amended and Restated Credit
Agreement, dated as of July 12, 2000, by and among iPCS Wireless, Inc., iPCS,
iPCS Equipment, Inc., the lenders named therein, Toronto Dominion (Texas), Inc.,
as Administrative Agent, and GE Capital Corporation, as Syndication Agent. The
waiver by either party of any particular default by the other party shall not
affect or impair the rights of the party so waiving with respect to any
subsequent default of the same or a different kind;
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nor shall any delay or omission by either party to exercise any right arising
from any default by the other affect or impair any rights which the
nondefaulting party may have with respect to the same or any future default.
9.8 Exhibits. Each of the Exhibits referred to in this Services
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Agreement and attached hereto, and all amendments thereto, are and shall be
incorporated herein and made a part hereof.
9.9 Severability. Any provision of this Agreement, which is
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prohibited or unenforceable in any jurisdiction, shall be ineffective in such
jurisdiction to the extent of such prohibition or unenforceability without
affecting, impairing or invalidating the remaining provisions or the
enforceability of this Agreement.
(Signatures on following page)
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IN WITNESS WHEREOF, the parties hereto have caused this Services Agreement
to be executed by their respective duly authorized representatives as of the
date first above written.
AIRGATE SERVICES COMPANY, INC.
By:________________________________________
Xxxxxx X. Xxxxxxxxx, President and Chief
Executive Officer
AIRGATE PCS, INC.
By:________________________________________
Xxxxxx X. Xxxxxxxxx, President and Chief
Executive Officer
iPCS, INC.
By:________________________________________
Xxxxxx X. Xxxxxxxxx, President and Chief
Executive Officer
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EXHIBIT A
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Services
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Description of Service Specific Terms or Conditions
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1. Strategic Planning and Business Development . Conduct strategic planning with respect to
corporate, financial, operating, organization,
regulatory and related matters
. Take such steps and adopt such measures as
will tend to promote the efficient and
economical operation of properties
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. Develop and oversee sales strategy for the
2. Sales Operations sales organization
. Develop and oversee processes and procedures
necessary to assure highest quality sales
operations
. Provide operational support to retail and
business sales channels
. Provide logistics services in connection with
ordering
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. Provide general oversight, maintenance and
3. Facilities Ops repair of facilities and equipment
. Procure all supplies and other services
necessary for operation of facilities
. Coordinate administrative activities related
to facility management
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. Recruit and oversee support staff
4. HR . Design and implement employment policies and
procedures
. Ensure the compliance of all personnel with
all employment policies and procedures
. Implement and administer employee benefits
programs (including medical, dental and life
insurance benefit programs)
. Develop and maintain all employee compensation
programs
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. Provide training to employees relating to
5. Training computer and software systems, employment
policies and procedures, facilities management
and other operational matters
. Provide training to employees regarding sales,
management, customer relations and support
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A-1
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. Create general marketing strategy and plan
6. Marketing . Design and prepare marketing materials
. Plan and implement promotions
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. Collect, analyze and report all capital asset
7. Treasury/Finance transactions and capital and expense budget
information
. Collect, analyze and report all employee time
entry, revenue-generating transactions,
disbursement and expense transactions, payroll
activity, benefits information, accounts
payable and accounts receivable
. Manage all banking activities, including cash
receipts and borrowings
. Prepare and file all reports that must be
filed under the federal securities laws
. Prepare customer bills, general disbursement,
dividend and payroll checks
. Prepare financial reports and statements
. Maintain accounting records
. Retain the services of independent public
accountants when deemed necessary or advisable
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. Design, maintain and provide access to and
8. IT support for all telecommunications, computer
and software systems
. Provide primary interface to Sprint PCS on
matters regarding the timely and accurate flow
of critical business data and processes
. Provide long-term IT strategy
. Negotiate agreements with IT vendors
. Define standards of use regarding computer
assets, including software
. Provide data processing services
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. Provide comprehensive legal services,
9. Legal including corporate, commercial, securities,
litigation, regulatory and employment matters
. Engage and oversee work of all outside counsel
. Provide corporate secretary services
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. Provide tax planning with respect to all
10. Tax applicable tax laws and regulations
. Prepare and file all tax returns and payments
. Handle all disputes relating to tax issues and
appear before tax authorities in tax matters
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A-2
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. Engage and maintain brokerage relationships
11. Insurance . Interact with and advise brokers with respect
to placement of all insurance products
. Prepare and present claims under all insurance
policies and keep a record of such claims
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. Administer sales employee compensation programs
12. Commissions . Administer compensation programs for local
indirect distributors
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. Procure all handset equipment and related
13. Logistics accessories from external vendors
. Maintain relationships with handset
manufacturers
. Manage flow of equipment to distribution
channels
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. Interact with investors and provide other
14. Investor Relations customary investor relations services
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. Provide technical leadership and direction for
15. Corp Network Ops regional engineering teams.
. Responsible for certain business aspects related
to engineering organization, such as lease site
payments.
. Act as regulatory interface to Sprint PCS.
. Complete PCN, Format C, and Buyers guide
submissions.
. Help establish and support engineering and
network performance standards.
. Develop, acquire, implement and support network
performance monitoring tools and engineering
support tools.
. Perform network facility design, monitoring,
ordering support, billing reconciliation, least
cost routing analysis, and MIN tracking.
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A-3
EXHIBIT B
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Calculation of Fully Burdened Cost
.. The Fully Burdened Cost of a Service shall be calculated in accordance with
generally accepted accounting principles from the books, records and
accounts maintained pursuant to Section 5.2.
.. The Fully Burdened Cost of a Service shall include, without limitation, the
following costs and expenses:
. the salary, bonus and all other compensation costs, including,
without limitation, the costs of all health, welfare and other
benefits provided to the employees of Service Co
. the costs incurred in leasing any employees pursuant to Article 8
or otherwise
. business costs incurred and related to employees of Service Co,
including, without limitation, the costs of all travel,
entertainment, vehicles and phone service
. all overhead cost and expenses, including, without limitation,
rent, utilities, insurance, office supplies and equipment
. fees and expenses paid to third party contractors, consultants or
professionals
. fees and expenses paid for, or reimbursements made in connection
with, access to the assets or agreements of AirGate and iPCS for
purposes of providing the Services
. costs of obtaining the third party consents, licenses, sublicenses
or approvals described in Section 5.1
. all sales, use, excise, occupation, value-added, gross receipts or
other similar tax (excluding any tax on income)
. amortization and depreciation of assets used by Service Co
.. For purposes of determining the Fully Burdened Cost of providing a Service
to AirGate or iPCS hereunder, costs shall be allocated between AirGate and
iPCS as follows:
. costs incurred solely for the benefit of, or solely to provide
services to, a party will be allocated and charged to that party
. all other costs will be allocated to a party by multiplying the
aggregate amount of such cost by a fraction, the numerator of
which is the total number of Sprint PCS subscribers in the
licensed coverage area of such party and its subsidiaries (in the
case of AirGate, excluding iPCS and its subsidiaries)
("Subscribers") and the denominator of which is the total number
of Subscribers in the combined licensed coverage areas of AirGate,
iPCS and their respective subsidiaries
B-1
EXHIBIT C
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Assets and Agreements
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Asset or Agreement Scope of Access Specific Terms or Party Providing Asset
Conditions or Agreement
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1. Atlanta lease Right to use facilities Fully Burdened Cost AirGate
for employees leased to
Service Co during the term
of this Services Agreement
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2. Geneseo lease Right to use facilities Fully Burdened Cost iPCS
for employees leased to
Service Co during the term
of this Services Agreement
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3. Other retail, office and Right to use facilities Allocated based on a AirGate or iPCS
administrative leases for employees leased to portion of total space
Service Co during the term used by or available to
of this Services Agreement Service Co
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4. Training materials and AirGate
courses
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5. Great Plains Software Accounting Software used License fee is charged on iPCS
to manage all financial a per-user basis
data
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6. Lightbridge, Inc. Point of sale software License fee is charged on AirGate and iPCS
used to manage retail a per-user basis
operations
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7. Oracle Database management License fee charged AirGate and iPCS
software through allocation
methodology
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8. Microsoft PC and server operating License fee charged on a AirGate and iPCS
system per-user basis
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9. Advantage Services Inc. Pre-employment screening Per screening services AirGate
services
------------------------------------------------------------------------------------------------------------------
10. ADP Payroll services AirGate and iPCS
------------------------------------------------------------------------------------------------------------------
11. NRI Relocation and Relocation services Per relocation AirGate
Project Management
------------------------------------------------------------------------------------------------------------------
C-1
------------------------------------------------------------------------------------------------------------------
Asset or Agreement Scope of Access Specific Terms or Party Providing Asset
Conditions or Agreement
------------------------------------------------------------------------------------------------------------------
12. Xxxxxx Xxxxx Compensation consulting Per project and per hour AirGate
services for work done
------------------------------------------------------------------------------------------------------------------
13. Principal Life 401(k) services AirGate
Insurance Company
------------------------------------------------------------------------------------------------------------------
14. 401(k) Safe Harbor AirGate and iPCS
Plan Election
------------------------------------------------------------------------------------------------------------------
15. Express Professional Temporary staffing services Hourly rate for temporary iPCS
Staffing workers employed
------------------------------------------------------------------------------------------------------------------
16. Xxxxxxxx Search Search staffing services Per search iPCS
------------------------------------------------------------------------------------------------------------------
17. LaCosta & Associates Search staffing services iPCS
------------------------------------------------------------------------------------------------------------------
18. Xxxxxxxxxx Consulting Search staffing services iPCS
Group
------------------------------------------------------------------------------------------------------------------
19. Glotel Search staffing services iPCS
------------------------------------------------------------------------------------------------------------------
20. Dataworkforce Search staffing services iPCS
------------------------------------------------------------------------------------------------------------------
21. Blue Cross Health insurance plan iPCS
------------------------------------------------------------------------------------------------------------------
22. Ameritas Dental insurance plan iPCS
------------------------------------------------------------------------------------------------------------------
23. Fortis Life insurance and AD&D iPCS
------------------------------------------------------------------------------------------------------------------
24. HR Plus Pre-employment background iPCS
check services
------------------------------------------------------------------------------------------------------------------
25. United Healthcare Medical and dental AirGate
insurance
------------------------------------------------------------------------------------------------------------------
26. Admin America Flex spending AirGate and iPCS
------------------------------------------------------------------------------------------------------------------
27. Xxxxxxx Pre-employment background iPCS
check services
------------------------------------------------------------------------------------------------------------------
28. XXXXX Insurance of Benefits AirGate and iPCS
consulting
------------------------------------------------------------------------------------------------------------------
29. Canada Life Group and Optional Life, AirGate
STD, LTD
------------------------------------------------------------------------------------------------------------------
C-2
------------------------------------------------------------------------------------------------------------------
Asset or Agreement Scope of Access Specific Terms or Party Providing
Conditions Asset or Agreement
------------------------------------------------------------------------------------------------------------------
30. Xxxx Xxxxx & Associates Merger integration AirGate
consulting
------------------------------------------------------------------------------------------------------------------
31. Xxxxxxx Xxxxx 401(k) and stock purchase AirGate
Barney/Xxxxxxxx Xxxxxxxx services
------------------------------------------------------------------------------------------------------------------
32. Bankers Trust Trustee (holding 401(k) AirGate
stock)
------------------------------------------------------------------------------------------------------------------
33. Equity Edge Stock option software AirGate
------------------------------------------------------------------------------------------------------------------
34. Accurate License Treasury reconciliation AirGate
software
------------------------------------------------------------------------------------------------------------------
35. D&T Platinum software AirGate
------------------------------------------------------------------------------------------------------------------
36. Applix, Inc. TM1 finance application
software
------------------------------------------------------------------------------------------------------------------
C-3
