EXHIBIT 10.6.2
AMENDMENT NO. 1
TO
INTERCARRIER ROAMER SERVICE AGREEMENT
AMENDMENT NO. 1 TO INTERCARRIER ROAMER SERVICE AGREEMENT ("Amendment
No.1") dated as of May ______, 1999, by and between AT&T Wireless Services,
Inc., on behalf of itself and its Affiliates listed on Schedule 1 to the IRSA
(as hereinafter defined) (individually and collectively, "AT&T"), and TeleCorp
PCS, Inc., on behalf of itself and its Affiliates listed on Schedule 2 to the
IRSA (individually and collectively, the "Company"). Certain capitalized terms
used herein and not otherwise defined have the meaning assigned to such term in
the IRSA.
WHEREAS, AT&T and the Company are party to that certain Intercarrier
Roamer Service Agreement, dated as of July 17, 1998 (the "IRSA"), pursuant to
which each of AT&T and the Company made arrangements to facilitate the provision
of voice and voice-related mobile wireless radio telephone service to the
customers of the other Party, while such customers are using the wireless radio
telephone facilities of such Party, and set forth certain roaming charges in
respect thereof;
WHEREAS, an Affiliate of AT&T and the Company are parties to that
certain Asset Purchase Agreement, dated as of May __, 1999 (the "Asset Purchase
Agreement"), pursuant to which, among other things, the Company has acquired
from such Affiliate of AT&T a portion of the Block A PCS License for the Puerto
Rico - U.S. Virgin Islands MTA (the "Puerto Rico MTA") owned by such Affiliate
of AT&T covering such market; and
WHEREAS, pursuant to the Asset Purchase Agreement, it was agreed, and
AT&T and the Company desire, that Exhibit A to the IRSA be amended to set forth
the service charges with respect to the Puerto Rico MTA on terms set forth
therein.
NOW THEREFORE, in consideration of the mutual promises and covenants
herein contained and for other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
1. Amendment. Exhibit A to the IRSA is hereby amended and restated as
---------
set forth in Schedule A hereto to provide, among other things, that service
charges with respect to the Puerto Rico MTA shall be calculated as set
forth on such Schedule A.
2. Severability of Provisions. Any provision of this Amendment No. 1
--------------------------
which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or remaining provisions hereof or affecting the
validity or enforceability of such provision in any other jurisdiction.
3. Agreement to Remain in Full Force and Effect. This Amendment No. 1
--------------------------------------------
shall be deemed to be an amendment to the IRSA. All references to the IRSA
in any other agreements or documents shall on and after the date hereof be
deemed to refer to the IRSA as amended hereby. Except as amended hereby,
the IRSA shall remain in full force and effect and is hereby ratified,
adopted and confirmed in all respects.
4. Heading. The headings in this Amendment No. 1 are inserted for
-------
convenience and identification only and are not intended to describe,
interpret, define or limit the scope, extent or intent of this Amendment
No. 1 or any provision thereof.
5. Counterparts. This Amendment No. 1 may be executed in counterparts,
------------
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
6. Governing Law. This Amendment No. 1 shall be construed in accordance
-------------
with the laws of the State of Washington without reference to the choice of
law principles, except as subject to the United States Arbitration Act and
the Federal Communications Act, each as amended.
[signature page follows]
-2-
Executed as of the date first written above.
AT&T WIRELESS SERVICES, INC. TELECORP PCS, INC.
By__________________________________ By_________________________________
Its_________________________________ Its________________________________
-3-
Schedule A
to Amendment No. 1
EXHIBIT A
SERVICE CHARGES FOR ALL SERVICE OTHER THAN AS SET FORTH BELOW
WITH RESPECT TO PUERTO RICO - U.S. VIRGIN ISLANDS
Airtime Rates:
-------------
AWS Boston and Company BTAs within the Boston MTA, Boston (Rockingham, County
NH, Hyannis, MA, Manchester, NH, Worcester, MA).
7/17/1998 through 12/31/1999 $0.10 per minute or partial minute
1/1/2000 through the remaining term of this Agreement:
The Company and AWS agree that the airtime rates charged between the parties
shall be the lower of (a) the actual AWS average retail rate charged by AWS to
its Boston customers roaming into Company markets located within the Boston MTA
(but not less than the actual AWS average retail rate charged by AWS to its
Boston customers in the AWS Boston Market), and (b) $0.10 per minute.
AWS and remaining TeleCorp BTA's
7/17/1998 through 12/31/1999 $0.25 per minute or partial minute.
1/1/2000 through 12/31/2000 $0.20 per minute or partial minute.
1/1/2001 through 12/31/2001 $0.15 per minute or partial minute.
1/1/2002 through 12/31/2002 $0.10 per minute or partial minute.
1/1/2003 through the remaining term of this Agreement:
The Company and AWS agree that the airtime rates charged between the parties
shall be the lower of (a) the actual AWS average retail rates charged by AWS to
its customers roaming into Company markets (but not less than the actual AWS
average retail rate charged by AWS to its customers), and (b) $0.10 per minute.
-4-
Neither Party will charge for incomplete calls, busy calls, 611 calls, feature
activations or interconnect fees. Airtime rates are charged in full minute
increments with each partial minute rounded to the next full minute.
Toll Rates:
----------
$0.05 per InterLata minute and $0.02 per IntraLata minute.
International toll rates shall be no more than AT&T tariff rates.
The Company and AWS agree to offer a toll free calling area within their
respective cellular areas which reasonably approximates, or is larger than, the
toll free area offered by the landline telephone company in the area.
Default rates apply to markets managed by AT&T Wireless Services on behalf of
the other carriers as shown on Schedule 1.
-5-
SERVICE CHARGES FOR THE
PUERTO RICO - U.S. VIRGIN ISLANDS MTA
The following rates shall apply (I) to customers of AT&T while using the
wireless radio telephone facilities of the Company in the Puerto Rico - U.S.
Virgin Islands MTA, and (ii) to customers of the Company from the Puerto Rico -
U.S. Virgin Islands MTA while using the wireless radio telephone facilities of
AT&T.
Airtime Rates:
-------------
The Company and AWS agree that the airtime rates charged between the parties
during the term of this Agreement with respect to the Puerto Rico - U.S. Virgin
Islands MTA as described above shall be the lower of (a) the actual AWS average
retail rate charged by AWS to its customers roaming into Company markets (but
not less than the actual AWS average retail rate charged by AWS to its
customers), and (b) $0.10 per minute.
AWS agrees that, commencing after the date the Company launches its PCS service
in the Puerto Rico - U. S. Virgin Islands MTA (i.e., begins offering and
marketing its PCS services to subscribers in the Puerto Rico - U.S. Virgin
Islands MTA), the Company shall receive from AWS a minimum number of roaming
minutes per month, adjusted as hereinafter set forth for the percentage of Pops
in the Puerto Rico - U.S. Virgin Islands MTA where the Company's PCS system
shall have been constructed (the "Adjusted Minimum Number of Minutes"). The
Adjusted Minimum Number of Minutes (a) for each full month in 1999 after the
Company's launch of its PCS service in the Puerto Rico - U.S. Virgin Islands MTA
shall be equal to (x) 250,000, times (y) a fraction, the numerator of which is
the number of Pops covered by the Company's PCS system in the Puerto Rico - U.S.
Virgin Islands MTA on the first day of such month and the denominator of which
is 3,876,000 and (b) for each full month in 2000 shall be equal to the aggregate
number of roaming minutes received by the Company from AWS customers roaming in
the Puerto Rico - U.S. Virgin Islands in October, November and December of 1999
divided by six (6), times the fraction set forth in clause (y) hereof. The
Company shall determine (I) the aggregate number of roaming minutes received by
the Company from AWS for each such full month in 1999 and 2000, respectively
("Aggregate Roaming Minutes"), and (II) the sum of the monthly Adjusted Minimum
Number of Minutes for each such full month in 1999 and 2000, (the "Aggregate
Minimum Minutes"). In the event that the Aggregate Minimum Minutes in 1999 or
2000, as applicable, exceeds the Aggregate Roaming Minutes in 1999 or 2000, as
applicable, AWS shall pay to the Company an amount equal to such excess number
of minutes times the applicable Airtime Rate for such year determined as set
forth above. The Company shall promptly after the end of each of the 1999 and
2000 years deliver to the AWS its
-6-
determination of any amounts due and owing by AWS pursuant to this provision
including reasonable supporting documentation for such calculation, such
documentation to include the Company's basis for determining the Adjusted
Minimum Number of Minutes for each applicable month. AWS shall make any required
payment pursuant to this provision within 30 days of the Company's delivery of
such determination, or if AWS objects to such determination, promptly after the
parties agree on any such amount due and payable by AWS.
Toll Rates:
----------
$0.05 per InterLata minute and $0.02 per IntraLata minute. Calls between the
Puerto Rico - U.S. Virgin Islands MTA and any other part of the United States
shall be deemed to be InterLata toll calls.
International toll rates shall be no more than AT&T tariff rates.
The Company and AWS agree to offer a toll free calling area within their
respective cellular areas which reasonably approximates, or is larger than, the
toll free area offered by the landline telephone company in the area.
Default rates apply to markets managed by AT&T Wireless Services on behalf of
the other carriers as shown on Schedule 1.
-7-