Exhibit 10.9
INTERCARRIER ROAMER SERVICE AGREEMENT
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THIS AGREEMENT is effective as of the 16 day of October, 1999, by
SOUTHWESTERN XXXX MOBILE SYSTEMS, INC. ("SBMS"), a corporation dually
incorporated under the laws of Delaware and Virginia and acting under the
authority and on behalf of itself, its limited partnerships and its Affiliates
set forth on Appendix I; (collectively "SBMS Affiliates") and by Xxxxxx
Cellular Systems, Inc. ("Xxxxxx") on behalf of itself and its Affiliates, as
set forth in Appendix I, (collectively "Xxxxxx Affiliates"). The parties will
herein collectively be referred to as the "Parties" or individually as a
"Party." Each of the Parties is a licensee or permittee of the Federal
Communications Commission ("FCC") to offer Cellular Radiotelephone Service
("CRS") and/or Personal Communications Service ("PCS"), as defined herein,
under FCC regulations at 47 CFR Part 22 or Part 24, respectively.
RECITALS
WHEREAS, SBMS and the Xxxxxx Affiliates previously entered into
certain Intercarrier Roamer Service Agreements including Rate Addendum and
various letter agreements ("Roaming Agreements") with each other for the
provision of cellular radiotelephone service and/or personal communications
service to each other's subscribers; and
WHEREAS, the parties wish to amend and supersede those Roaming
Agreements and, by this Agreement, to define applicable terms and conditions
and the wholesale service rates to be charged by the SBMS Affiliates to Xxxxxx
Affiliates and by Xxxxxx Affiliates to the
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SBMS Affiliates for the provision of roamer service to the other's subscribers,
and to ensure that all the relevant markets are clearly and fully set forth; and
WHEREAS, the Parties wish to terminate and supersede the Services
Agreement between Xxxxxx Cellular of Maryland and Washington/Baltimore Cellular
Limited Partnership that was effective as of January 1, 1997; and
WHEREAS, SBMS Affiliates offer CRS and/or PCS, but the PCS offered by
any SBMS Affiliate are TDMA or GSM technologies only; and
WHEREAS, the Parties wish to continue to make arrangements to
facilitate the provision of CRS and PCS to roamers as those terms are defined
in and in accordance with this Agreement; and
WHEREAS, in the event that dual-mode roaming between different PCS
technologies becomes economically and technically feasible, the Parties may
agree to amend this Agreement to provide for mutual roaming between PCS markets
utilizing different technologies.
NOW, THEREFORE, in consideration of the promises herein set forth and
intending to be legally bound hereby, the Parties do hereby agree as follows:
DEFINITIONS
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A. "Affiliate" means any facilities-based Wireless provider that
directly or indirectly, through one or more intermediaries, controls, is
controlled by or is under common control with another such provider. Control
shall be defined as (i) fifty percent (50%) or more ownership or beneficial
interest of income and capital of such entity; or (ii) ownership of at
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least fifty percent (50%) of the voting power of voting equity; or (iii) sole
or shared management as a general partner of the entity; or (iv) the ability to
otherwise direct management policies of such entity by contract or otherwise.
B. "Agreement" means this Intercarrier Roamer Service Agreement,
including all appendices attached hereto.
C. "Authorized Roamer" means a Roamer that (1) uses equipment with the
NPA/NXX combinations listed in accordance with Paragraph 2.1 of this Agreement
and (2) for whom the Serving Carrier has not received a negative notification
or has received a positive notification in accordance with Paragraph 2.2 hereof.
D. "Cellular Radiotelephone Service" or "CRS" means a radio service in
which common carriers are authorized by the FCC under 47 CFR Part 22 and
licensed under 47 CFR Part 22, Subpart H to offer and to provide service for
hire to the general public through a cellular system utilizing the channels and
bandwidths assigned under 47 CFR Part 22, Subpart H, Section 22.905.
E. "CIBER" means Cellular Intercarrier Billing Exchange Record, the
publication prepared and maintained by CIBERNET Corporation, a wholly owned
subsidiary of the Cellular Telecommunications Industry Association, as a
service to the cellular service industry. The CIBER Record was developed as a
"living" standard, and as such is updated from time to time as the needs of the
wireless industry dictate. Unless specifically provided otherwise in the
Agreement, all words and phrases defined in the CIBER Record shall have the
same meaning for purposes of this Agreement.
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F. "Clearinghouse" means that entity that provides for the exchange of
CIBER Records and performs industry accepted CIBER edits, including edits to
verify Industry Negative File information. The Clearinghouse may also provide
Positive Verification and Negative Verification services as defined herein.
G. "ESN" means the Electronic Serial Number that is "burned" into the
customer's mobile telephone set by the manufacturer.
H. "HLR" or "Home Location Register" is a database of the customers
who are Authorized Roamers by the Home Carrier.
I. "Home Carrier" means a Party that is providing Wireless Service to
its registered customers in a geographic area where it holds a license or
permit for Wireless Service.
J. "Industry Negative File" means the negative file maintained by the
Clearinghouse in accordance with approved CIBERNET Negative File Guidelines.
K. "MIN" means the "Mobile Identification Number" that is assigned by
a Home Carrier to each of its registered customers.
L. "NPA/NXX combinations" means the six-digit numerical combinations
assigned by regulatory authorities to identify the area code and prefix for
wireless service.
M. "Personal Communications Service" or "PCS" means a radio service in
which common carriers are authorized by the FCC and licensed under 47 CFR Part
24, Subpart E as currently in effect to offer and to provide service for hire
to the general public utilizing the following frequency bandwidths: 1850-1890
MHZ, 1930-1970 MHZ, 2130-2150 MHz, and 0000-0000 XXx (Xxxxxxxxx PCS) and
including GSM (the DCS 1900 protocol for the North American System). PCS does
not include Cellular Radiotelephone Service as herein defined.
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N. "Roamer" means a customer who seeks wireless service in a
geographic area outside of the area served by the Party with whom it is
registered.
O. "Serving Carrier" means a Party who provides wireless service for
customers of another party while such customers are out of their Home Carrier's
geographic area and in the geographic area where the Serving Carrier holds a
license or permit for Wireless Service.
P. "Settlement Date" means the fifteenth (15th) day of each calendar
month or, if not a business day, on the next business day thereafter, when each
Party will settle its accounts with the other pursuant to Paragraph 5 on the
basis of billing information received up to that date.
Q. "Signaling System 7" or "SS-7" means a data transmission protocol
designed for Common Channel Signaling communication between telecommunication
switches.
R. "VLR" or "Visitor Location Register" is a database(s) of roamer
status as specified by the Home Carrier's HLR.
S. "Wireless Service" means either CPS or PCS as is appropriate or
technically feasible in the context it is used.
AGREEMENT
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1. PROVISION OF SERVICE AND RATES. The Serving Carrier agrees to provide
Wireless Service to Authorized Roamers of Home Carrier under the terms and
conditions provided in this Agreement. However, nothing in this Agreement shall
require any Party to make a technical alteration or reconfiguration of its
network, in order to enable Authorized Roamers of the other Party to roam, that
it is not making on behalf of the other similarly-situated roamers.
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The Home Carrier bears the responsibility and expense of providing its
customers with equipment that is technically compatible with network upon which
roaming is sought. No Party shall have any obligation to reconfigure or to
redesign its network with technology currently in use by another Party or to
perform specialized routing to accommodate foreign customers. Nothing in this
paragraph shall limit any Parties' ability to install equipment or take other
appropriate measures to prevent unauthorized usage.
1.1 RATES. Effective as of the date set forth at the beginning of this
Agreement, all SBMS Affiliates markets and all Xxxxxx Affiliate markets will
charge the rates set forth in the Rate Addendum attached hereto. Amendments in
the rates set forth therein may be changed only by the written mutual agreement
of the Parties. Rates contained therein are wholesale rates only, and the
Parties hereto make no representations and no agreements whatsoever regarding
retail rates they may charge their subscribers.
1.2 CURRENT ROAMING MARKETS. Each Party shall list on Appendix I hereto each
market which it intends to be either a Home or Serving market, listed by its
respective Affiliate, as previously defined herein. Any market listed on
Appendix I where roaming service is not available, or for which no deployment
date has been announced, at the time this Agreement is executed shall be listed
separately on Appendix 2. Due to concerns about fraud, no Party shall be
obligated to load into its switches the exchanges of the markets listed on
Appendix 2 until notified by the Party whose market is so listed. When a listed
market is available for roaming, or when it announces a deployment date, that
Party shall notify the other Parties to this Agreement in writing and shall
substitute a new Appendix 2 deleting that market. In that
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event, the Parties shall commence roaming in the market within thirty (30) days
of the written notice.
1.3 ADDITION OR DELETION OF MARKETS. Either Party, upon sixty (60) days written
notice to the other Party, may add additional domestic Wireless Service markets
controlled directly or indirectly, by an Affiliate to those contained in
Appendix I; provided that neither party may add a market that is not listed on
Appendix I as of the effective date of this Agreement without the consent of
the other party if that market overlaps any portion of the other party's
markets covered by the Agreement. Said additions may be reflected in either a
new Appendix I or by providing notices of additions via the industry-accepted
form know as a Technical Data Sheet. Either the new Appendix I or a Technical
Data Sheet shall be dated and executed by the submitting Party and provided to
the other Party. However, in order to avoid possible confusion, the SBMS
Affiliates reserve the right to request a new Appendix I be substituted
whenever the number of Technical Data Sheets becomes voluminous or upon the
passage of a reasonable period of time. In any event, either Party may request
a new Appendix I at least once a year. If new markets are added as a result of
an updated Appendix I, the new Appendix I shall be substituted for any previous
Appendix I, and shall be of full force and effect as the controlling Appendix
I. A Party may delete a market only if the market has been sold or transferred
to an entity that is not affiliated with that Party as defined in this
Agreement, and shall provide sixty days written notice to the other Party of
the deletion and the reason therefor.
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1.4 ADDITION OR DELETION OF AFFILIATES. Either Party may add domestic
Affiliates along with the markets controlled by such Affiliates upon sixty (60)
days written notice to the other Party; provided that neither party may add a
market that is not listed on Appendix I as of the effective date of this
Agreement without the consent of the other party if that market overlaps any
portion of the other party's markets covered by the Agreement. Such written
notice shall include a new Appendix I, amended to reflect the addition of
Affiliates together with the markets controlled by those additional Affiliates.
In that event, the new Appendix I shall be substituted for any previous
Appendix I, and shall be in full force and effect as the controlling Appendix
I. The new Affiliate must acknowledge and agree in writing to be bound by the
terms and conditions of this Agreement by sending such written acknowledgment
to each Party. The Affiliate obtaining the Wireless Service hereunder shall
then be liable for the obligations incurred as if such Affiliate had entered
into a separate Agreement. A Party may delete an Affiliate only if the
Affiliate has ceased to be affiliated as defined in this Agreement, and shall
provide sixty days written notice to the other Party of the deletion and the
reason therefor
1.5 NO THIRD PARTY BENEFICIARIES. The Parties agree that if one Party notifies
the other that a market is deleted in accordance with Section 1.3 because such
market has been sold or transferred to a non-Affiliate, then that transferee
has no rights as a third party beneficiary under this Agreement. In the event
that an Affiliate ceases to be affiliated as defined in this Agreement, then
the Party shall provide written notice of the cessation of affiliation to the
other Party as soon as reasonably practicable. The former Affiliate has no
rights under this Agreement as of the effective date of the cessation of
affiliation.
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1.6 PROTECTION OF CARRIER'S OPERATIONS. Notwithstanding anything in the
Agreement to the contrary, a Serving Carrier may suspend or terminate service
to a Roamer in accordance with its own standard terms and conditions of
service. No Serving Carrier shall carry, in connection with it service to
Roamers, recorded announcements or other similar inducements for a Roamer to
discontinue the Wireless Service of the Home Carrier or otherwise interfere
with the Roamer's use of the Home Carrier's system.
1.7 EFFECT OF FCC ORDER. In the event the FCC issues any Order or Ruling that
addresses the terms and conditions of "automatic roaming" by PCS and/or
cellular licenses that in the reasonable opinion of either Party significantly
affects its overall pricing structure or the material terms and conditions upon
which its services frequently provided, then the Parties will negotiate a
revised rate, or material term affecting the MTA/BTAs or MSA/RSAs covered by
this Agreement. If the Parties are unable to agree on a revised rate or
material term within sixty (60) days of a written request for renegotiations,
then this Agreement shall terminate on the 15th day of the month immediately
following the sixty (60) day negotiation period, unless the parties mutually
agree to continue negotiations.
1.8 SPECIAL PROVISIONS
1.8.1 For purposes of this Agreement, SBMS's Wash/Raft Market is
defined as the following licensed areas: Baltimore, Maryland MSA; Washington,
D.C. MSA; Virginia RSA 10; Virginia RSA 11; Virginia RSA 12; and West Virginia
RSA 4. For purposes of this section, Xxxxxx'x MD2 Market is defined as its
Maryland RSA 2 licensed area, and Xxxxxx'x Western Maryland Market is defined
as the following licensed areas; Frederick, Maryland RSA3 Cumberland, Maryland
MSA, Hagerstown, Maryland MSA and Maryland RSA 1 Deep Creek.
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1.8.2 Xxxxxx may broadcast SBMS's SID No. 00013 in Xxxxxx'x MD2 Market
and in Xxxxxx'x Western Maryland Market; provided, however, that Xxxxxx shall
maintain one or more separate BIDs for its licensed areas that broadcast SID
00013, and SBMS has the right to terminate Xxxxxx'x right to use SID No. 00013
upon one hundred eighty (180) days advance written notice to be effective at
any time on or after October 16, 2001.
1.8.3 SBMS's Wash/Balt Market and Xxxxxx'x MD2 and Western Maryland
Markets will not charge each other any toll or long distance or other similar
additional fees when home subscribers from those markets place roaming calls
that both originate and terminate within the areas covered by those markets.
The charges assessed by either Party to its own subscribers shall be that
Party's individual decision. No landline, interconnection, network surcharge or
similar charges or fees (either on a per minute, per call, per day or per month
basis) will be charged by one Party to the other Party in those markets.
1.8.4 For purposes of delivering the traffic described above (roaming
calls placed by home subscribers from SBMS's Wasb/Balt Market and Xxxxxx'x MD2
and Western Maryland Markets that both originate and terminate in the areas
covered by those markets) between the Wasb/Balt Market on the one hand and MD2
and Western Maryland on the other hand, the Parties will use the existing link
between Wash/Balt and MD2 (or an alternative link between Wash/Balt and Western
Maryland, subject to agreement by both Parties), and will continue to share
equally the cost of that link, including any increased costs as a result of
increased capacity requirements for the link. Each party is responsible for the
cost of carrying traffic that originates on its cell sites to the point of
interconnection with the shared link.
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1.9 MINIMUM AIRTIME COMMITMENT.
1.9.1 The Xxxxxx Affiliates listed in Appendix I as of the effective
date of this Agreement commit to send the following number of airtime minutes
to the existing SBMS Affiliate networks listed in Appendix I (excluding the
SBMS Affiliate markets listed on Appendix 2):
10/16/1999 through 10/15/2000 ____________ minutes
10/16/2000 through 10/15/2001 ____________ minutes
10/16/2001 through 10/15/2002 ____________ minutes
1.9.2 The "existing SBMS networks" referenced above include those SBMS
markets listed on Appendix I excluding any Delaware Valley Communications, Inc.
PCS markets that have not launched as of the effective date hereof, and they do
not automatically include after-acquired markets of SBMS. For example,
"existing SBMS networks" do not include any Ameritech Cellular affiliates, even
if SBC's pending merger with Ameritech receives regulatory approval or closes
prior to the execution of this Agreement. With respect to any new markets or
affiliates added to this Agreement pursuant to the terms of the Agreement, it
is provided that any Xxxxxx minutes sent to a newly added SBMS market and any
Xxxxxx minutes sent from a newly added Xxxxxx market will not count toward
Xxxxxx'x airtime commitments hereunder unless and until the Parties have agreed
in writing on new commitment levels in connection with such additions.
1.9.3 Any shortfalls in the number of minutes committed to during the
time periods set forth above will be charged at $___/minute. For example,
during the period of October 16, 1999, through October 15, 2000, if Xxxxxx
sends ________ airtime minutes to SBMS
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networks, Xxxxxx will pay to SBMS an additional $______ (___ million minutes @
$___ per minute) at the end of such period.
1.10 RATES FOR FUTURE MARKETS. When either Party adds new markets or affiliates
to this Agreement pursuant to the terms of the Agreement, any pre-existing
roaming agreements between the new market and/or affiliate and the other Party
will be terminated and the markets added to this Agreement at the airtime rates
(excluding any daily charges) previously in place between the new market and/or
affiliate and the other Party, or at $___/minute with no daily charge,
whichever is lower. The domestic toll rate of $___ per Minute shall apply to
all new markets added to this Agreement the Parties may mutually agree to
negotiate new airtime and/or domestic toll rates for such markets
1.11 SBMS and Xxxxxx agree to use commercially reasonable efforts to work
toward implementing IS 136 interoperability for feature portability of mutually
agreeable features between their networks.
2. EXCHANGE OF INFORMATION. The following terms and conditions shall govern the
obligations of the Parties regarding exchange of information.
2.1 NPA/NXX COMBINATIONS. Each Party shall provide the other, or its authorized
representatives, with a list of the valid NPA/NXX combinations used by its
customers that shall be accepted by the other Party. Such NPA/NXXs will follow
the CIBER guidelines associated with shared line ranges. Each Party will be
responsible for billing to any number within that total range. The minimum time
required before changes, additions or deletions of NPA/NXXs are effective shall
be fifteen (15) days from the date of receipt of written notification of such
changes, additions or deletions by either of the Parties. Authorized
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Roamers must use equipment with the NPA/NXX combinations listed in accordance
with this Paragraph 2.1. NPA/NXX changes shall be forwarded using such methods
or facilities mutually designated by the Parties.
2.2 FRAUD CONTROL. To control fraudulent roamer usage, each party shall use in
all markets an on-line positive validation whether through a Clearinghouse
system using accepted CIBERNET Negative File Guidelines, SS-7 connection or
switch-to-switch interconnect facilities. If SS-7 connection or
switch-to-switch, the Parties thereby mutually agree to accept verification
requirements via the HLR resident in the Home Carrier's switch. The Home
Carrier's HLR will update the Serving Carrier's VLR with any changes of roamer
verification status. The Parties agree that calls completed by a Serving
Carrier after a validation request pursuant to the agreed-upon validation
method has determined that a Roamer is not a valid customer of the Home Carrier
shall be the responsibility of the Serving Carrier. Each Serving Carrier shall
use commercially reasonable efforts to provide each Home Carrier with realtime
visibility of call detail records delivered through a network compatible with
the Party's networks where such records are within the control of the Serving
Carrier. Such information that is within the control of the Serving Carrier
shall be delivered within the time frame that is standard within the industry.
However, neither Party shall have any obligation to make a technical alteration
or reconfiguration in its network or operations in order to accommodate the
other party's call detail records. In the event that the Serving Carrier
provides data to such real-time visibility system, the Serving Carrier shall
not be liable in any event for a temporary failure of the system. However, the
Serving Carrier, once notified of a temporary system failure, agrees to take
all reasonable steps to remedy the failure where such failure is within
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the control of the Serving Carrier. The parties agree to the exchange of
settlement information at the clearinghouse via Electronic Data Transfer. They
will begin with the exchange between SBMS's Wash/Balt Market and Xxxxxx'x MD2
and Western Maryland Markets, and work toward implementing in other markets as
available. The parties will also work toward a 24-hour exchange of traffic
between SBMS's Wash/Balt Market and Xxxxxx'x MD2 and Western Maryland Markets.
2.3 SUSPENSION FOR FRAUD. Whenever, in the judgment of either Party, roamer
fraud becomes excessive, roaming under this Agreement may be suspended by the
Home Carrier in the markets where such roamer fraud is excessive immediately at
the Home Carrier's option by written notification to the other Party. This
notification may be via facsimile in accordance with the notice provisions of
Section 11. Such requests shall be completed within one (1) business day
following receipt when possible, but not later than three (3) business days
following receipt. After the expiration of the three (3) business days
deadline, if an exchange is not removed, the liability for any fraud incurred
will be the responsibility of the Serving Carrier. The Home Carrier shall
submit all claims, in writing, for the fraudulent usage to the Serving Carrier.
This notification may be via facsimile or by overnight mail. Suspension for
fraud shall not be governed by the provisions and time frames set forth in
Paragraph 8.1 hereof. In consideration of the immediacy of the suspension upon
notice of fraud, the Parties agree that, upon the reasonable request of the
other Party, each shall present documentation of the alleged fraud to support
the notice of suspension. The Parties expressly agree that this Section 2.3 is
intended to be used for the mutual protection of the Parties
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against fraud and not to selectively remove individual markets from the
operation of the Agreement for any other reason.
3. BILLING. The Home Carrier shall be responsible for all charges that are
incurred by its customers as a result of service provided to them as Authorized
Roamers by the Serving Carrier, provided that all charges are billed to the
Home Carrier within thirty (30) days of call origination. Each Home Carrier
shall be liable to the Serving Carrier for the payments provided for in
Paragraph 4 whether or not amounts billed are paid to the Home Carrier by its
customers.
3.1 TAXES. The Home Carrier shall also be responsible for billing its customers
for and remitting to the Federal Government all federal excise tax that may be
incurred in connection with the service being billed by it to its customers
while the Serving Carrier will be responsible for the computation and
remittance of all applicable state and local taxes. Each Home Carrier shall be
liable to the Serving Carrier for all such state and local taxes submitted by
the Serving Carrier, regardless of whether these amounts are paid to the Home
Carrier by its customers.
3.2 CIBER RECORD EXCHANGE. Each Serving Carrier that provides Wireless Service
to an Authorized Roamer pursuant to the Agreement shall, in accordance with
industry standards, either via electronic data transmission or via magnetic
tape, forward CIBER records on at least a weekly basis to the appropriate
billing vendor and/or Clearinghouse. All records pertaining to any individual
call shall be included in the same billing invoice and Roamer Billing
Information supporting material.
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3.3 CIBER EDITS. Where the Authorized Roamer billing information required to be
provided by the Serving Carrier in accordance with Paragraph 3.2 above is not
in accordance with the CIBER record, the Home Carrier may choose to perform
CIBER edits and return records to the Serving Carrier as provided for in the
CIBER Record Edit. Additionally, the Serving Carrier may correct the returned
record and return it to the Home Carrier. All such return and resubmit of CIBER
Records shall be performed using procedures outlined in the accepted CIBERNET
Guidelines as amended from time to time.
4. REMITTANCE OF ROAMER CHARGES. The Home Carrier shall pay to the Serving
Carrier one hundred percent (100%) of the Serving Carrier's charges for
Wireless Service at the airtime rates set forth herein and one hundred percent
(100%) of all charges associated with other services provided to its Authorized
Roamers and billed by the Serving Carrier, including long distance charges and
directory assistance and operator service on the first xxxx and, for subsequent
bills, all such charges since the previous Settlement Date. In addition, each
Home Carrier shall remit to the Serving Carrier such amounts as are due to the
Serving Carrier without withholding any amount owed to it by the Serving
Carrier under the Agreement. All amounts required to be paid pursuant to the
terms of this Agreement shall be payable in United States currency.
5. SETTLEMENT. The Parties agree to follow industry settlement procedures and
to make payments to each other pursuant to industry net settlement procedures
(now administered by CIBERNET), as now existing or hereafter amended, which are
incorporated herein by reference as if set forth herein in full, and to the
extent there are any inconsistencies between such procedures and this
Agreement, such procedures shall be controlling. Both Parties agree
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that if payments are not received after thirty (30) days of original invoice, a
late payment fee of the lesser of one and one-half percent (1-1/2%) per month,
or the highest rate allowable by law, will be assessed on the invoice amount.
6. ARBITRATION. Disputes between the Parties, their successors and assigns,
relating to billing, remittance or settlement sections of charges under this
Agreement shall conclusively and finally be settled in the first instance
through the industry net settlement procedures (now administered by CIBERNET),
but if such procedures are not applicable or fail to resolve a dispute, then by
binding arbitration in accordance with the Commercial Arbitration Rules of the
American Arbitration Association (AAA).
6.1 PROCEDURES. Provided the responsible governing body or official of the
industry net settlement administrator makes a final determination that its
procedures do not apply to or cannot resolve a particular dispute, either Party
may institute arbitration by giving written notice to the other Party of
intention to arbitrate, which notice shall contain the name of the arbitrator
selected by the Party, the nature of the controversy, the amount involved, if
any, the remedies sought, and any other pertinent matter. Within seven (7) days
after the giving of such notice, the other Party shall submit to the initiating
Party the name of an arbitrator whom it has appointed and may submit an
answering statement. Within fifteen (15) days thereafter the two (2)
arbitrators so appointed shall select a third arbitrator; the three arbitrators
so selected shall resolve the controversy. If any Party fails to choose an
arbitrator within the seven (7) day period herein provided, or if the
arbitrators appointed by the Parties cannot agree on the other arbitrator
within fifteen (15) days of the appointment of the second
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arbitrator, the arbitrator(s) selected by the Party(ies) shall appeal to an
appropriate Judge. The arbitration hearings shall be held at a mutually agreed
upon location by the said Parties.
6.2 DISCOVERY. Any Party to the arbitration may send-out requests to compel the
production of documents from the other Parties. Disputes concerning the scope
of document production and enforcement of the document request shall be subject
to agreement by such Parties or may be resolved by the arbitrators as to the
extent reasonable. All discovery requests shall be subject to the proprietary
rights and rights of privilege of such Parties, and the arbitrators shall adopt
procedures to protect such rights. Except where contrary to the provisions set
forth in the Agreement, the rules of the AAA for commercial arbitration shall be
applied to all matters of procedure, including discovery, provided, however,
that the arbitration shall not be conducted under the auspices of the AAA and
the fee schedule of the AAA shall not apply. The arbitrators may obtain
independent legal counsel to aid in their resolution of legal questions
presented in the course of arbitration to the extent they consider that such
counsel is absolutely necessary to the fair resolution of the dispute, and to
the extent that it is economical to do so considering financial consequences of
the dispute.
6.3 LIMITS ON ARBITRATION. The arbitrators shall be limited to interpreting the
applicable provisions of this Agreement, and shall have no authority or power
to alter, amend, modify, revoke or suspend any condition or provision of this
Agreement or to create, draft or form a new Agreement between the Parties, or
to render an award which, by its terms has the effect of altering or modifying
any condition or provision hereof, or terminate this or any Agreement.
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6.4 EXPENSES OF ARBITRATION. Said Parties will each bear their own expenses of
the arbitration and will share equally the expenses of the arbitrators.
6.5 ARBITRATORS' AWARD. The arbitrators shall make an award which may include
an award of damages, and said award shall be in writing setting forth the facts
found to exist. Failure to comply with the arbitration requirements of this
Paragraph shall be a complete defense to any suit, action or proceeding
instituted in any federal, state or local court with respect to any controversy
or dispute relating to billing, remittance or settlement of charges under this
Agreement.
6.6 CONTINUATION OF SERVICE PENDING ARBITRATION. Except where this Agreement
permits a Party to terminate Roamer Services, in whole or in part, the Parties
will continue to provide all services and honor all other commitments under
this Agreement, including, without limitation, making payments in accordance
with this Agreement during the course of resolution of disputes and arbitration
pursuant to the provisions of this Paragraph.
7. DEFAULT. A Party will be in default under this Agreement upon the occurrence
of any of the following events:
(a) Said Party's violation of any term of the Agreement (including the
industry net settlement procedures, now administered by CIBERNET, incorporated
herein by reference), if such violation shall continue for fifteen (15) days
after written notice thereof,
(b) Said Party's voluntary liquidation or dissolution;
(c) A final order by the FCC revoking or denying renewal of the
wireless license granted to said Party;
SBMS: FCB Xxxxxx: MUR
--- ---
19
(d) Said Party (i) files pursuant to a statute of the United States or
of any state, a petition for bankruptcy or insolvency or for reorganization or
for the appointment of a receiver or trustee of all or a portion of said
Party's property, (ii) has filed against it pursuant to a statute of the United
States or of any state, a petition for bankruptcy or insolvency or for
reorganization or for the appointment of a receiver or trustee of all or a
portion of said Party's property, provided that within sixty (60) days after
the filing of any such petition said Party fails to obtain a discharge hereof,
or (iii) makes assignment for the benefit of creditors or petitions for or
voluntarily enters into an arrangement of such nature, and provided that such
filing, petition or appointment is still continuing.
(e) Violation of the obligations regarding Confidential Information
contained in Paragraph 9 hereof.
8. SUSPENSION OR TERMINATION OF AGREEMENT. The Parties' rights to terminate or
to suspend this Agreement are set forth below.
8.1 SUSPENSION OF SERVICE. In the event that roaming becomes operationally,
technically or administratively impracticable on either Party's system(s), due,
but not limited, to system overload either Party may suspend this Agreement on
five (5) business days notice. The written notice shall be transmitted by
facsimile or by overnight mail. The Parties shall work together to resolve as
expeditiously as possible any difficulty that causes such suspension. At such
time as either Party concludes that the problem causing the suspension has been
resolved, such Party shall give the other Party written notice to this effect.
This Agreement shall resume in full effect five (5) business days after such
notice unless the Party receiving said notice gives written notice, before the
expiration of this five (5) business day period, that
SBMS: FCB Xxxxxx: MUR
--- ---
20
in its reasonable view the problem necessitating the suspension has not been
resolved. If the problem giving rise to the suspension remains unresolved for
thirty (30) days following written notice of suspension, the problem shall be
submitted to Arbitration pursuant to Paragraph 6 herein.
8.2 TERMINATION. This Agreement may be terminated in the event of a default as
defined in Paragraph 7 hereof, immediately upon written notice to the
defaulting party. This Agreement may be terminated without cause as provided in
section 24.
8.3 RIGHTS OF PARTIES UPON TERMINATION/SUSPENSION. The termination or
suspension of the Agreement shall not affect the rights and liabilities of the
Parties under the Agreement with respect to all Authorized Roamer charges
incurred prior to the effective date of said termination. Further, the
confidentiality provisions contained in Paragraph 9 hereof shall survive the
termination of the Agreement for five (5) years.
9. CONFIDENTIAL INFORMATION. All disclosure of information (whether iii
writing, visually or orally disclosed) under this Agreement will be deemed to
be confidential unless specifically designated as non-confidential or
non-proprietary at the time of disclosure, or unless, by its nature, it is
obviously non-confidential or non-proprietary. The receiving Party can freely
use, have used, or disclose to others such non-confidential or non-proprietary
information. Nothing contained in this section shall be deemed to grant any
license under any intellectual property right.
Except as provided below in this section, the receiving Party of such
confidential information agrees to treat the same as strictly confidential and
shall not divulge, directly or indirectly, to any other person, firm,
corporation, association or entity confidential
SBMS: FCB Xxxxxx: MUR
--- ---
21
information so received, and shall not make use of or copy such confidential
information, except for the purpose of this Agreement. Such confidential
information may be disclosed only to such of the employees, consultants and
subcontractors of the receiving Party who reasonably require access to such
information for the purpose for which it was disclosed and who have secrecy
obligations to the receiving Party.
The commitment shall impose no obligation upon either Party with
respect to any portion of such information that:
(a) was known to the receiving Party prior to its receipt
from the other Parry;
(b) is now or which (through no act or failure on the part of
the receiving Party) becomes generally known;
(c) is supplied to receiving Party by a third party which the
receiving Party in good faith believes is free to make such disclosure and
without restriction on disclosure;
(d) is disclosed by the disclosing Party to a third party
generally, without restriction on disclosure;
(e) is independently developed by the receiving Party without
use of any confidential information provided by the disclosing Party.
The obligation of confidentiality shall survive the termination or
expiration of this Agreement for a period of five (5) years.
Notwithstanding the provisions of Paragraph 6 of this Agreement, the
Parties agree that either Party may enforce the provisions of this Paragraph
regarding restrictions on confidentiality by an action for injunctive relief or
other equitable remedies.
SBMS: FCB Xxxxxx: MUR
--- ---
22
XXXXXXXX 0
XXXXXXXXXXXX XXXXXX SERVICE AGREEMENT
BETWEEN
SOUTHWESTERN XXXX MOBILE SYSTEMS, INC.
AND
XXXXXX CELLULAR SYSTEMS, INC.
SOUTHWESTERN XXXX SYSTEMS
AS OF OCTOBER 6, 1999 STATION # SERVICE AREA MARKET SID/BID
------------------------- --------- --------------- ---------- -------
Dallas SMSA KNKA229 Dallas/Fort Worth MSA Xxxxxx, XX 00000
Limited Partnership
Eastern Missouri Cellular KNKA218 St Louis, MO/IL MSA Xx. Xxxxx, XX 00000
Limited Partnership
Kansas City SMSA KNKA223 Kansas City, MO/IL MSA Xxxxxx Xxxx, XX 00000
Limited Partnership
San Antonio SMSA KNKA279 San Antonio, TX MSA Xxx Xxxxxxx, XX 00000
Limited Partnership
Oklahoma City SMSA KNKA296 Oklahoma City, OK MSA Xxxxxxxx Xxxx, XX 00000
Limited Partnership
Wichita SMSA KNKA225 Wichita, KS MSA Xxxxxxx, XX 00000
Limited Partnership
St Xxxxxx SMSA KNKA488 St Xxxxxx, MO MSA Xx. Xxxxxx, XX 00000
Limited Partnership
Abilene SMSA KNKA559 Abilene, TX MSA Xxxxxxx, XX 00000
Limited Partnership
Amarillo SMSA KNKA620 Amarillo, TX MSA Xxxxxxxx, XX 00000
Limited Partnership
Corpus Christi SMSA KNKA388 Corpus Christi, TX MSA Xxxxxx Xxxxxxx, XX 00000
Limited Partnership
Lubbock SMSA KNKA421 Lubbock,TX MSA Xxxxxxx, XX 00000
Limited Partnership
Midland/Odessa SMSA KNKA671 Midland, TX MSA Midland, TX 30
Limited Partnership KNKA674 Odessa, TX MSA
1
SOUTHWESTERN XXXX SYSTEMS
AS OF OCTOBER 6, 1999 STATION # SERVICE AREA MARKET SID/BID
------------------------- --------- --------------- ---------- -------
Topeka SMSA KNKA442 Topeka, KS MSA Xxxxxx, XX 00000
Limited Partnership
Kansas City SMSA KNKA551 Lawrence, KS MSA Xxxxxxxx, XX 00000
Limited Partnership
Dallas SMSA KNKA484 Sherman/ Xxxxxx, XX 00000
Limited Partnership Denison, TX MSA
McAllen-Edinburg-Mission MSA KNKA430 Brownsville/ Xxxxxxxxx, XX 00000
Limited Partnership Harlingen MSA
Texas/Illinois Cellular KNKA542 Laredo, TX MSA Xxxxxx, XX 00000
Limited Partnership
Texas RSA 6 KNKN369 TX RSA 6 Xxxxxxxxxxx, XX 00000
Limited Partnership
Texas RSA 7B1 KNKN730 TX RSA 7 Xxxxxxxxxx, XX 00000
Limited Partnership
Texas RSA 9B1 KNKN905 TX RSA 9 Xxxxxx, XX 00000
Limited Partnership
Texas RSA 9B4 KNKN906 TX RSA 0 Xxxx Xxxx, XX 00000
Limited Partnership
Texas RSA 10B1 KNKN886 TX RSA 10 Xxxxxxxxx, XX 00000
Limited Partnership
Texas RSA 18 KNKN696 TX RSA 18 Xxxxxx, XX 00000
Limited Partnership
Texas RSA 19 KNKN576 TX RSA 19 Xxxxxxxxxx, XX 00000
Limited Partnership Xxxxxxxxxxxx, XX 00000
Xxxxxx, XX 00000
Xxxxxxx, XX 00000
Texas RSA 20B1 KNKN945 TX RSA 20 Xxxxxxxxxxx, XX 00000
Limited Partnership Xxxxxxxx, XX 00000
Missouri RSA 8 KNKN575 MO RSA 8 Xxxxxx, XX 00000
Limited Partnership
2
SOUTHWESTERN XXXX SYSTEMS
AS OF OCTOBER 6, 1999 STATION # SERVICE AREA MARKET SID/BID
------------------------- --------- --------------- ---------- -------
Xxxxxxxx XXX 0X0 XXXX000 XX RSA 9 Xxxxxx, XX 00000
Limited Partnership
Missouri RSA 11/12 KNKN726 MO RSA 11 Xxxxx/Xxxx. Xxxx, XX 00000
Limited Partnership
Missouri RSA 11/12 KNKN825 MO RSA 12 Xxxxxx/Rolla 30226
Limited Partnership
Eastern Missouri KNKN391 MO RSA 13 Xxxxxxxxxx, XX 00000
Cellular Limited Partnership
Southwestern Xxxx Wireless, Inc. KNKN496 MO RSA 17 Xxxxxxx, XX 00000
Eastern Missouri Cellular KNKN497 MO RSA 00 Xxxx Xxxxxxxxx, XX 00000
Limited Partnership
Eastern Missouri Cellular KNKN653 MO RSA 19 Xxxxxxxx, XX 00000
Limited Partnership
Oklahoma RSA 3 KNKN821 OK RSA 3 Xxxxxxxx, XX 00000
Limited Partnership
Oklahoma RSA 9 KNKN981 OK RSA 9 Xxxxxxx, XX 00000
Limited Partnership
Cross Valiant Cellular KNKQ260 OK RSA 10B2 Xxxx, XX 00000
Partnership
Southwestern Xxxx Mobile Systems KNKQ315 KS RSA 5 Xxxxxxxxxxxx, XX 00000
Southwestern Xxxx Mobile Systems KNKA221 Houston, TX Xxxxxxx, XX 00000
Southwestern Xxxx Mobile Systems KNKA302 Austin, TX Xxxxxx, XX 00000
Southwestern Xxxx Mobile Systems KNKA242 Baltimore, MD MSA Xxxxxxxxxx, XX 00000
Southwestern Xxxx Mobile Systems KNKA243 Washington DC, MSA Xxxxxxxxxx, XX 00000
Southwestern Xxxx Mobile Systems KNKN838 VA RSA 10 Xxxxxxxxxx, XX 00000
Southwestern Xxxx Mobile Systems KNKN662 VA RSA 11 Xxxxxxxxxxxxxx, XX 00000
Southwestern Xxxx Mobile Systems KNKN634 VA RSA 12 Xxxxxxxxxxxx, XX 00000
3
SOUTHWESTERN XXXX SYSTEMS
AS OF OCTOBER 6, 1999 STATION # SERVICE AREA MARKET SID/BID
------------------------- --------- --------------- ---------- -------
Southwestern Xxxx Mobile Systems KNKN567 WV RSA 4 Xxxxxxxxxxx, XX 00000
Southwestern Xxxx Mobile Systems KNKQ221 MD RSA 2 Xxxxxxxxxx, XX 00000
Southwestern Xxxx Mobile Systems XXXX000 Xxxxxx, XX MSA Xxxxxx, XX 00000
Worcester Telephone Company KNKA359 Worcester, MA MSA 55 Xxxxxx, XX 00000
Southwestern Xxxx Mobile Systems KNKN705 Massachusetts RSA 2 Xxxxxx, XX 00000
Pegasus Cellular Telephone Co. KNKN827 NY RSA 4 Xxxxxx, XX 00000
No. 3 (NY4)
Syracuse Telephone Company KNKA294 Syracuse, NY MSA Xxxxxxxx, XX 00000
Utica Telephone Company KNKA468 Utica, NY MSA Xxxxx, XX 00000
SBMS Cellular Telecom KNKA792 Bloomington, IL MSA Xxxxxxxxxxx, XX 00000
Bloomington IN
Champaign CellTelco KNKA478 Champaign, IL MSA Xxxxxxxxx/Xxxxxx, XX 000000
Decatur Cellular Telephone Co., Inc. KNKA742 Decatur MSA Xxxxxxx, XX 00000
Gary Cellular Telephone Co. KNKA320 Gary, IN MSA Xxxxxxx, XX 00000
SBMS Cellular Telephone Springfield, Inc. KNKA747 Springfield, IL MSA Xxxxxxxxxx, XX 00000
Southwestern Xxxx Mobile Systems KNKN328 Illinois RSA 2 Xxxxxxx, XX 00000
Texas/Illinois Cellular Limited Partnership KNKN635 Illinois RSA 4 Xxxxxxxxxxxx, XX 00000
Xxxxxx, XX 00000
Southwestern Xxxx Mobile Systems KNKN468 Illinois RSA 5 Xxxxxxx, XX 00000
Texas/Illinois Cellular Limited Partnership KNKN479 Illinois RSA 6 Xxxxx/Xxxxxxxx, XX 00000
Xxxxxxxxx, XX 00000
Xxxxxxxxxxx, XX 00000
Southwestern Xxxx Mobile Systems KNKA254 Chicago, IL MSA Xxxxxxx, XX 00000
Albany Telephone Company KNKA210 Albany, NY MSA Xxxxxx, XX 00000
Buffalo Telephone Company KNKA263 Buffalo, NY MSA Xxxxxxx, XX 00000
4
SOUTHWESTERN XXXX SYSTEMS
AS OF OCTOBER 6, 1999 STATION # SERVICE AREA MARKET SID/BID
------------------------- --------- --------------- ---------- -------
Genesee Telephone Company KNKA317 Rochester, NY MSA Xxxxxxxxx, XX 00000
Pegasus Cellular Telephone Co. (No. 1) XXXX000 Xxxxxxxxx, XX RSA 1 Xxxxxxxxx, XX 00000
Southwestern Xxxx Wireless Inc. KNKA476 Fort Xxxxx, AR MSA Xxxx Xxxxx, XX 00000
Southwestern Xxxx Wireless Inc. KNKA479 Fayetteville, AR MSA Xxxxxxxxxxxx, XX 0000?
Southwestern Xxxx Wireless Inc. KNKA776 Little Rock, AR MSA Xxxxxx Xxxx, XX 00000
Pinnacle Cellular Limited Partnership KNKA746 Pine Bluff, AR MSA Xxxx Xxxxxx, XX 00000
Pinnacle Cellular Limited Partnership KNKN723 Arkansas RSA 1 Xxxxxxxx, XX 00000
Pinnacle Cellular Limited Partnership KNKN863 Arkansas RSA 2 Xxxx, XX 00000
Xxxxx, XX 00000
Pinnacle Cellular Limited Partnership KNKQ344 Arkansas RSA 3 Xxxxxxxxx, XX 00000
Xxxxxxxxxxxx, XX 00000
Pinnacle Cellular Limited Partnership KNKN717 Arkansas RSA 4 Xxxxxxxxx, XX 00000
Pinnacle Cellular Limited Partnership KNKN753 Arkansas RSA 5 Xxxx, XX 00000
Xxxxxxx Xxxx, XX 00000
Pinnacle Cellular Limited Partnership KNKN620 Arkansas RSA 6 Xxxx, XX 00000
Xxxxx, XX 00000
Pinnacle Cellular Limited Partnership KNKN573 Arkansas RSA 7 Xxxx, XX 00000
Pinnacle Cellular Limited Partnership KNKN566 Arkansas RSA 8 Xxxxxxxxxxx, XX 00000
Pinnacle Cellular Limited Partnership KNKP970 Arkansas RSA 9 Xxxxxxx, XX 00000
Pinnacle Cellular Limited Partnership XXXX000 Xxxxxxxx XXX 00 Xxx Xxxxxxx, XX 00000
Pinnacle Cellular Limited Partnership KNKN544 Arkansas RSA 00 Xx Xxxxxx, XX 00000
Springwich Cellular Limited Partnership KNKA256 Connecticut NECMA Xxxxxxxxxx, XX 00000
XXXX000 Xxxxxxxxxxx XXXXX Xxxxxxxx, XX
KNKA241 Connecticut NECMA New Haven, CT
KNKA418 Connecticut NECMA New London, CT
KNKN589 Connecticut RSA Litchfield, CT
XXXX000 Xxxxxxxxxxx XXX Xxxxxxx, XX
5
SOUTHWESTERN XXXX SYSTEMS
AS OF OCTOBER 6, 1999 STATION # SERVICE AREA MARKET SID/BID
------------------------- --------- --------------- ---------- -------
Springwich Cellular Limited Partnership KNKA252 Xxxxxxx Xxxxxxxxxxxxx Xxxxxxxxxxx, XX 00000
KNKN769 Franklin County, MA
KNKA666 Pittsfield, MA
New Brunswick Cellular Telephone Co. KNKA319 MSA 62 Xxx Xxxxxxxxx, XX 00000
Long Branch Cellular Telephone Co. KNKA311 MSA 70 Xxxx Xxxxxx, XX 00000
Cell South of New Jersey, Inc. KNKA513 MSA 121 Xxxxxxx, XX 00000
AMCELL of Atlantic City, Inc. KNKA791 MSA 134 Xxxxxxxx Xxxx, XX 00000
Vineland Cellular Telephone Co. Inc. KNKA652 MSA 228 Xxxxxxxx, XX 00000
Ocean County Cellular Telephone Co. Inc. KNKN836 MSA 551 Xxxxx, XX 00000
AWACS, Inc. KNKA182 MSA 4 Xxxxxxxxxxxx, XX 00000
Wilmington Cellular Telephone Co. Inc. KNKA353 MSA 69 Xxxxxxxxxx, XX 00000
???W Cellular Partnership XXXX000 XXX 000 Xxxx, XX (XX-0) 00000
Southwestern Xxxx Wireless M048A Tulsa MTA Tulsa (PCS) 04193
Pacific Telesis Mobile Services M002B Los Angeles - San Diego GSM 04146
Pacific Telesis Mobile Services M004B Xxx Xxxxxxxxx - Xxxxxxx XXX 00000
Pacific Telesis Mobile Services M002B Xxx Xxxxx XX XXX 00000
Pacific Telesis Mobile Services M002B Xxx Xxxxx XX XXX 00000
Pacific Telesis Mobile Services M004B Sacramento CA GSM 40172
6
XXXXXX CELLULAR SYSTEMS, INC. d/b/a CELLULAR ONE XXXXXX AND
AIRTOUCH, & SYGNET COMMUNICATIONS, INC. d/b/a CELLULAR ONE MARKETS INCLUDED
EFFECTIVE OCTOBER 16, 1999
SID CITY ST MSA/RSA
--- ---- -- -------
CENTRAL REGION
--------------
341 Enid OK Enid MSA
1251 Leavenworth KS KS 5
0000 Xxxxxxxxx XX MO 1
1401 Cameron MO MO 4
Linn County MO MO 5
1592 Cheyenne OK OK 5 & 7
1709 Corsicana TX TX 10
0000 Xx Xxxxx XX TX 16
30337 Woodward OK OK 2
30382 Borger TX TX 2
30953 Cameron TX TX 10
00000 Xxxxxx Xxxxx XX TX 10
EASTERN REGION
--------------
1321 Deep Creek MD MD 1
1325 Frederick MD MD 3
26319 Eastern Shore MD MD 2
30891 Hagerstown MD Xxxxxxxxxx XXX
00000 Cumberland MD Cumberland MSA
30895 Bedford PA PA 10-W
NORTHERN REGION
---------------
89 Youngstown OH Youngstown MSA
1509 Jamestown NY NY 3
1559 Sandusky OH OH 2
0000 Xxxxxxxxx XX PA 1
1621 Xxxxxxxx PA PA 6
0000 Xxxxxxx XX FA 7
30067 Erie PA Erie MSA
30303 Butler PA PA 6
30395 Sharon PA Sharon MSA
30397 Poland OH Youngstown MSA
30421 East Liverpool OH OH 11
30471 Clarion PA PA 6
30495 Batavia NY NY 3
30497 Bath/Corning NY NY 3
30503 Xxxxxx XX XX 0
00000 Xxxxxxxx XX PA 2
30627 Olean NY NY 3
WESTERN REGION
--------------
0000 Xxxxxxx XX XX 0
0000 Xxxxxx XX XX 4
0000 Xxxxxxxx Xxxxxx XX CA 7
00000 Xxxxx Xxxx XX Xxxxx Xxxx XXX
00000 Merced CA CA 4
30879 San Xxxxxx CA CA 4
FCB MUR
ATTACHMENT A
REFERENCED AGREEMENTS
---------------------
INTERCARRIER ROAMING AGREEMENTS EFFECTIVE DATE
--------------------------------------- -------------------------
SOUTHWESTERN XXXX MOBILE SYSTEMS, INC. October 16, 1999
FCB MUR
ATTACHMENT B
COVERED MARKETS
SOUTHWESTERN XXXX MOBILE
SYSTEMS, INC.
-------------------------------
00038 XXXXXX XX
00000 ST. LOUIS MO
00052 XXXXXX XXXX XX
00000 XXXXXXX XX
00000 XXX XXXXXXX XX
00000 XXXXXXXX XXXX XX
00000 CORPUS CHRISTI TX
00278 HARLINGEN TX
00402 LAREDO TX
04193 XXXXX XX
00000 XXXXXXX XX
00000 GAINESVILLE TX
30038 XXXXXXXXXX XX
00000 XXXXXX XX
00000 XXXXXXXX XX
00000 XXXXXXXXX XX
00000 XXXXX/XXXX. XXXX XX
00000 XXXXXXX XX
00000 XXXXXX XX
00000 ST. XXXXXX MO
30210 XXXXXX XX
00000 XXXXXXXXXX XX
00000 XXXXXX XX
00000 XXXXXX/XXXXX XX
00000 RANGER TX
30280 XXXXXX MO
30282 XXXXXXXXXXX XX
00000 RIVIERA TX
30422 BLOOMSDALE MO
30454 XXXXXXXX XX
00000 XXXXXXXXXXXX XX
00000 CAPE GIRARDEAU MO
30462 LEAVENWORTH KS
30522 XXXXXXXX XX
00000 XXXXXXXX XX
00000 GLENROSE TX
30658 XXXXXXXXX XX
00000 HUGO OK
Page 1
FCB MUR
ATTACHMENT B
COVERED MARKETS
31028 XXXXXXX XX
00000 XXXXXX XX
SNET
-------------------------------
00088 XXXXXXXX XX
00000 XXXXXXXXXXX XX
BOSTON REGION
-------------------------------
00007 XXXXXX XX
00000 PROVIDENCE RI
26521 BRISTOL COUNTY MA
CENTRAL REGION
-------------------------------
30001 XXXXXXXXXXX XX
00000 XXXXXXX XX
00000 CHAMPAIGN IL
30045 XXXXXXXXXXX XX
00000 XXXXXXX XX
00000 XXXXX XX
00000 XXXXXXXXXXXX XX
CHICAGO REGION
-------------------------------
00001 CHICAGO IL
WASHINGTON REGION
-------------------------------
00013 XXXXXXXXXX XX
00000 XXXXXXXXXXXXXX XX
00000 XXXXXXXXXXX XX
00000 XXXXXXXXXX XX
00000 TAPPAHANNOCK VA
SYRACUSE REGION
-------------------------------
00077 XXXXXXXX XX
00000 UTICA NY
01505 XXXXXXXXX XX
00000 ITHICA NY
Page 2
FCB MUR
ATTACHMENT B
COVERED MARKETS
ROCHESTER REGION
-------------------------------
00003 XXXXXXX XX
00000 ALBANY NY
00117 ROCHESTER NY
ARKANSAS REGION
-------------------------------
00000 XXXXXX XXXX XX
00000 FORT XXXXX AR
00607 XXXXXXXXXXXX XX
00000 DEQUEEN AR
26493 XXXXX XX
00000 XXXXXXXXXXXX XX
00000 XXXXXXX XXXX XX
00000 XXXXX XX
00000 XXXX XXXXX XX
00000 XXXX XX
00000 ELDORADO AR
30947 XXXXXXXX XX
00000 XXXXXXXXXXX XX
00000 HOT XXXXXXX XX
00000 XXXXXXXXX XX
COMCAST
-------------------------------
00029 XXXXXXXXXXXX XX
00000 XXXXX XX
00000 XXXXXXXX XX
00000 XXXXXXXX XX
00000 XXXXXX XX
00000 XXXXXXXX XX
00000 XXXXX XXXX XX
00000 KENT DE
BTA NUMBER
25 ATLANTIC CITY NJ
000 XXXXX XX
000 XXXXXXXXXX XX
000 XXXXXXXXXX XX
370 READING PA
000 XXXXXXX-XXXXXXXX XX
000 XXXXXXXXXXXX XX
Page 3
FCB MUR
ATTACHMENT B
COVERED MARKETS
10 XXXXXXXXX-XXXXXX XX
000 XXXXXXXXX XX
346 PHILADEPHIA PA
000 XXXXX XXXXXXX XX
000 XXXX-XXXXXXX XX
Page 4
FCB MUR
ATTACHMENT C
COVERED MARKETS
SOUTHWESTERN XXXX MOBILE
SYSTEMS, INC.
-------------------------------
04146 LOS ANGELES GSM XX
00000 XXX XXXXXXXXX XXX XX
00000 SACREMENTO GSM CA
40174 SAN DIEGO GSM CA
40176 LAS VEGAS GSM NV
40342 XXXXXXXXXXX XX
00000 XXXXXX XX
00000 RENO NV
Page 1
FCB MUR
ATTACHMENT D
COVERED MARKETS
SOUTHWESTERN XXXX MOBILE
SYSTEMS, INC.
-------------------------------
30422 LUBBOCK TX
30004 XXXXXXX XX
00000 ABILENE TX
30010 AMARILLO TX
Page 1
FCB MUR
ATTACHMENT E
COVERED MARKETS
XXXXXX CELLULAR
SYSTEMS
-------------------------------
00089 XXXXXXXXXX XX
00000 XXXX XX
00000 XXXXXXX XX
00000 MERCED CA
01072 XXXXXXXX XX
00000 XXXXXXXXXXX XX
00000 XXXX XXXXX XX
00000 FREDERICK MD
01395 XXXXXXXXX XX
00000 CAMERON MO
01509 XXXXXX/XXXXXXX XX
00000 XXXXXXXX XX
00000 XXXXXXXX XXXX XX
00000 XXXXXXXXX XX
00000 XXXXXXXX XX
00000 INDIANA PA
01709 XXXXXX XX
00000 EL CAMPO TX
?6319 EASTERN SHORE MD
??017 SANTA CRUZ CA
30067 ERIE PA
30247 XXXXXX XX
00000 XXXXXX XX
00000 WOODWARD OK
30395 XXXXXXXXXX XX
00000 POLAND OH
00000 X XXXXXXXXX XX
00000 XXXXXXX XX
00000 XXXXXXX XX
00000 XXXX/XXXXXXX XX
00000 XXXXXX XX
00000 XXXXXXXX XX
00000 XXXXX XX
00000 XXX XXXXXX XX
00000 HAGERSTOWN MD
30893 CUMBERLAND MD
30895 XXXXXXX XX
00000 CAMERON TX
00000 XXXXXX XXXXX XX
Page 1
FCB MUR
ATTACHMENT F
COVERED MARKETS
XXXXXX CELLULAR
SYSTEMS
-------------------------------
30382 BORGER TX
Page 1
FCB MUR
