Exhibit 10.15
INTERCARRIER ROAMER SERVICE AGREEMENT
THIS INTERCARRIER ROAMER SERVICE AGREEMENT (the "Agreement") is dated as of the
9th day September, 1997, by and between PRICELLULAR WIRELESS CORPORATION,
sometimes referred to as PriCellular, on behalf of the affiliates and operating
entities listed in Schedule 1 attached hereto (referred to individually and
collectively as "PriCellular"), and U S WEST Communications, Inc., sometimes
referred to as U S WEST, on behalf of the affiliates and operating entities
listed in Schedule 2 attached hereto (referred to individually and collectively
as "U S WEST"). PriCellular and U S WEST are sometimes referred to individually
as a "Party" and together as "Parties".
RECITALS
WHEREAS, both PriCellular and U S WEST desire to make arrangements to
facilitate the provision of commercial mobile radiotelephone service ("Service"
or "CMRS") to the customers of the other Party, while such customers are using
the wireless radio facilities of such Party, in accordance with the terms of
this Agreement.
NOW, THEREFORE, in consideration of the mutual promises herein set
forth and intending to be legally bound hereby, the Parties do hereby agree as
follows:
ARTICLE 1.
DEFINITIONS
As used in this Agreement, the terms below shall have the following meanings:
AGREEMENT means this Intercarrier Roamer Service Agreement, including
all Schedules and Exhibits attached.
AFFILIATE means, with respect to a Party, any facilities-based CMRS
operating company that is (a) controlled by the Party, (b) an entity in which
the Party has at least greater than fifty percent (50%) voting interest, (c)
actively managed by the Party, (d) shares switching facilities with the Party or
(e) has purchased a portion of CMRS spectrum from the Party in an area listed on
Schedule 1 and in which the Party maintains an ownership interest. Either Party
may add Affiliates to its list of Affiliates upon thirty (30) days prior written
notice to the other Party.
APPROVED CIBERNET NEGATIVE FILE GUIDELINES means the negative file
guidelines appearing in the CIBER Record in effect from time to time.
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AUTOMATIC CALL DELIVERY means the ability for an Authorized
Roamer to receive calls automatically without having to enter any key strokes
into their wireless telephone handset to initiate receiving calls or manually
register with the other Party while using their wireless radio facilities.
AUTHORIZED RECEIPT POINT or "ARP" means the location or address of the
Party designated by the Home Carrier as the delivery point for its CIBER records
and authorized agent for performing CIBER Edits.
AUTHORIZED ROAMER means a Roamer using equipment and an assigned
telephone number with the NPA/NXX combinations listed in accordance with Article
4 below for whom the Serving Carrier has not received a negative notification
from the Home Carrier via SS7 messaging or if SS7 messaging does not exist
between the Parties, the Serving Carrier has not received a negative
notification via their clearinghouse in accordance with the provisions of this
Agreement.
BID means Billing Identification number which is used by Carriers to
summarize roaming usage by market or system.
CELLULAR TELEPHONE SYSTEM means a wireless telephone system that
operates with a FCC license within the 800 to 900 Megahertz frequency spectrum.
CIBER means Cellular Intercarrier Billing Exchange Record.
CIBER RECORD means the publication prepared by CIBERNET Corporation, a
wholly-owned subsidiary of the Cellular Telecommunications Industry Association,
as a service to the wireless communications industry. Unless specifically
provided otherwise in this Agreement, all words and phrases defined in the CIBER
Record shall have the meaning herein that they have therein.
CIBERNET means a wholly owned subsidiary of the Cellular
Telecommunications Industry Association ("CTIA").
CLEARINGHOUSE means that entity which provides for the exchange of
CIBER records and performs industry accepted CIBER edits on behalf of the Home
Carrier.
CMRS means Commercial Mobile Radiotelephone Service.
DEFAULT ROAMING RATES means those wholesale rates charged by the
Serving Carrier to the Home Carrier as agreed to between the Parties in
accordance with Exhibit A to this Agreement.
ESN means Electronic Serial Number that is encoded in a wireless
telephone set by the manufacturer and which is broadcast by such telephone.
HOME CARRIER means a Party who is providing cellular service
to its registered customers in a geographic area where it holds a license or
permit to construct and operate a mobile wireless radio system.
INDUSTRY NEGATIVE FILE means the negative file maintained by the
authorized Clearinghouses in accordance with approved CIBERNET Negative File
Guidelines.
MIN means the "Mobile Identification Number" which is assigned by a
Home Carrier to each of its registered customers.
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NEGATIVE FILE SUPPRESSION means that both Parties will not verify the
MIN/ESN of a roamer against the Clearinghouse Negative File when performing
settlement service edits at their Clearinghouse.
NET FINANCIAL SETTLEMENT means a service provided by CIBERNET or other
industry administrative organization to receive and pay roaming settlements
automatically each month.
NPA/NXX combinations mean the six-digit numerical combinations assigned
by regulatory authorities to identify the area code and prefix for cellular
service.
PERSONAL COMMUNICATIONS SERVICE or "PCS" means a wireless telephone
system that operates with a FCC license within the 1800 MHz to 2 GHz frequency
spectrum.
PRIMARY CELLULAR TELEPHONE SYSTEM means that the Home Carrier has
loaded the SID of a Serving Market or equivalent information into the wireless
telephone handsets of Home Carrier customers such that the wireless telephone
handset will automatically seek out and identity the Serving Carrier's Cellular
Telephone System as the first and primary Cellular Telephone System to obtain
Service from when the Home Carrier's customer is a roamer within the Serving
Carrier's geographic territory.
PREFERRED ROAMING RATES means those wholesale rates charged by the
Serving Carrier to the Home Carrier as agreed to between the Parties in
accordance with Exhibit A to this Agreement.
ROAMER means a customer who seeks wireless Service in a geographic area
outside of the area served by such Party with whom it is registered and within
the geographic area served by the other Party.
SERVICE shall have the meaning set forth in the Recital of this
Agreement and will include the ability to make and receive telephone calls
automatically, without the Roamer first having to enter manual codes or key
strokes into theft wireless telephone device to activate such service.
SERVING CARRIER means a Party who provides Service for registered
customers of another Party while such customers are out of their Home
Carrier's geographic service area and in the geographic area where the Serving
Carrier holds a license or permit to construct and operate a commercial mobile
radiotelephone system.
SS7 means Signaling System 7, a data transmission protocol designed for
communications between telecommunications switches, which is primarily used for
the setup and control of calls.
SID means Systems Identification number as broadcast by the Serving
Market to identity its geographic territory.
ARTICLE II
PROVISION OF SERVICE
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2.1 Each Party shall provide, to any Authorized Roamer who so requests,
and has a wireless handset that is technically capable to use the Serving
Carriers system, Service in accordance with the terms and conditions of this
Agreement.
2.2 Notwithstanding anything in this Agreement to the contrary, a
Serving Carrier may suspend or terminate Service to an Authorized Roamer in
accordance with the terms of this Agreement, but such suspension or termination
shall not affect the rights and obligations of the Parties for Services
furnished hereunder prior to such termination or suspension.
2.3 In connection with its Service to Roamers, no Serving Carrier shall
use recorded announcements or other inducements for an Authorized Roamer to
discontinue the Service of its Home Carrier or, unless otherwise authorized
herein, Roamer's use of a Serving Carrier's system.
2.4 In the event that a Party acquires control of an operating entity
after the date of this Agreement, such Party may add such operating entity as an
affiliate under Schedule 1 or Schedule 2, as the case may be, upon written
notice to the other Party.
2.5 In the event that a Party performs the roaming administration
duties for non-affiliated entities, such entities may be included under the
terms of this Agreement except these entities may negotiate separate tariff
arrangements with the other Party. These entities will be separately identified
as "Managed Markets" on Schedule 1 and Schedule 2 to this Agreement. Authorized
Roamers of such Managed Markets will be provided Service in accordance with the
terms and conditions of this Agreement.
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ARTICLE III
CHARGES
3.1 Each Home Carrier, whose customers (including the
customers of its resellers) receive service from a Serving Carrier as Authorized
Roamers under this Agreement, shall pay to the Serving Carrier who provided such
Service 100% of the Serving Carrier's charges for wireless service, including
airtime, toll, taxes, and other charges as necessary. The airtime and toll
tariffs for the use of each Serving Carrier's Service Area are set forth in
Exhibit A and B as attached to this Agreement, and may be amended from time to
time.
3.2 U S WEST will elect Default Roaming Rates or Preferred Roaming
Rates for airtime service as identified in Exhibit A to this Agreement. Such
rate will be charged on a reciprocal basis between the Parties. If U S WEST
elects Preferred Roaming Rates for any or all PriCellular markets, U S WEST
acknowledges it will comply with all terms and conditions as identified in
Exhibit A to this Agreement.
ARTICLE IV
EXCHANGE OF INFORMATION
4.1 Exhibit C to this Agreement is a list furnished by the respective
Parties of the valid NPA/NA combinations used by their respective customers or
by the Parties to be included under this Agreement. These combinations shall be
accepted by the other Parties. Each NPA/NXX combination is and shall be within
the entire line range (0000-9999), or a specified portion thereof The minimum
line range to be exchanged by the Parties shall be 1,000 line numbers. Each
Party shall be responsible for all billings otherwise properly made under this
Agreement to any number listed by such Party within the range or ranges
specified by it in Exhibit C. Additions, deletions, or changes to NPA/NXX
combinations and line number range(s) for the Home Carrier may be made with at
least fifteen (15) days prior written or electronic notification to the Serving
Carrier. Such notification shall be identified in Exhibit C.
4.2 Each Party shall allow for authorization of a Roamer's MIN/ESN via
a SS7 network connection between their respective wireless system switches if
such authorization is technically feasible between the Parties systems.
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4.3 If each Parry cannot provide for automatic authorization via an
SS7 network connection, then each Party shall provide to each other Party, a
list of MINs (from among those within the NPA/NXX combination(s) identified
pursuant to Paragraph 4.1 hereof) and ESN's (of the telephones to which the
other Parties are not authorized to provide cellular service pursuant to this
Agreement), which shall be entered into the Industry Negative File. The
approved CIBERNET Negative File Guidelines shall be the governing criteria for
all Parties. Thereafter, from time to time, as agreed by the Parties, each
Party shall notify each other Party of all additions to, and deletions from,
these lists for the customers of that particular Party. Such notifications
shall be made during the normal business hours of the Party being notified by
written or electronic notification and shall be effective one (1) hour after
receipt.
4.4 Each Party hereby agrees to indemnify each and all of the other
Parties, together with their partners and any and all of their officers,
directors, employees, agents and/or affiliates, against, and hold them harmless
from, any and all claims, suits, demands, losses and expenses, including
attorneys' fees and disbursements, which may result in any way whatsoever from
the indemnified Party's denial of Roamer or local cellular service to any
cellular telephone which has been listed by the indemnifying Party as not being
authorized to receive service.
4.4.1 Each Party, due to system limitations, may purge or delete
numbers of its customers from the lists as referred to in Paragraph 4.3 hereof,
but in all such cases, such purging or deletion must be done in accordance with
the approved CIBERNET Negative File Guidelines. If purging or deletion of
numbers is done prior to the time frames established, or through procedures not
otherwise set forth, in the approved CIBERNET Negative File Guidelines, the
Party implementing the purge or deletion will assume financial liability for any
charges incurred by those numbers. All purges or deletions made pursuant to this
Paragraph 4.4.1 shall be given through the Parties and shall be in the form
mutually agreed upon by the Parties and effective as of the time established by
the approved CIBERNET Negative File Guidelines (unless otherwise modified by
mutual agreement of the Parties).
4.5 All information not of public record that is exchanged pursuant to
this Agreement shall be treated as confidential. Parties obtaining such
confidential information through this Agreement shall use it only as necessary
to carry out the purposes of this Agreement or as necessary to comply with
federal, state or local law. Parties obtaining confidential information through
this Agreement shall not disclose its contents except as necessary to its duly
authorized agents to carry out the purposes of this Agreement or as necessary to
comply with federal, state or local law. The obligation to protect the
confidentiality of information shall survive the termination of the agreement
for a period of two years.
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ARTICLE V
FRAUD
5.1 The Parties will cooperate and, as necessary, supplement this
Agreement in order to minimize fraudulent or other unauthorized use of their
systems. If any Party reasonably decides that in its sole judgment, despite due
diligence and cooperation pursuant to the preceding sentence, fraudulent or
other unauthorized use has reached an unacceptable level of financial loss and
is not readily remediable, such Party may suspend this Agreement, in whole or in
part, pursuant to the terms of this Agreement.
5.2 To control fraudulent Roamer Usage, the Parties will use a SS7
network to validate Roamers and control fraudulent usage when it is technically
feasible and available to both Parties. If SS7 connectivity is not available,
each Party shall use a positive validation/verification ("PV") system under
which the ESN, MN, and NPA/NXX used in a call in the Serving Carrier's system is
compared against a list of Authorized Roamers. The Parties agree That calls
completed by a Serving Carrier, either (a) after a SS7 or PV request has
determined That a Roamer is not a valid customer of the Home Carrier or (b) for
any unauthorized ESN after entry to the Industry Negative File has become
effective, shall be the sole responsibility of The Serving Carrier after the
Home Carrier has provided sufficient documentation identifying that a SS7 or PV
response was provided to the Serving Carrier by the Home Carrier.
5.3 The Serving Carrier shall make SS7 or PV verification requests with
respect to the registration and verification of a Roamer from the Home Carrier
in the Serving Carrier's market. If the Serving Carrier fails to make such a
verification request, the Serving Carrier shall not charge the Home Carrier any
amounts for that call in the event the call was the result of fraudulent or
unauthorized use.
5.4 In addition to other procedures set forth in this Agreement, a Home
Carrier may notify a Serving Carrier by facsimile or by other mutually agreed
electronic media in Exhibit D, that certain NPA/AX combinations are not to
receive Service. Any calls completed using such NPA/NXX combinations made twenty
four (24) business hours or more after such notification has been given shall be
the sole responsibility of the Serving Carrier and the Home Carrier shall not be
charged any amount for such calls.
5.5 In the course of monitoring its system, the Serving Carrier may
notice usage by purported customers of Home Carrier which it suspects to be
fraudulent or unauthorized. In such event, Serving Carrier may notify Home
Carrier based on the notification method in Exhibit D. Such notification shall
include the MIN/ESN combination at issue together with a specified reason as to
why the Serving Carrier suspects fraudulent or unauthorized usage.
5.6 For the purposes of notification under this Article 5, the
notification methods and addresses are identified in Exhibit D attached to this
Agreement, as amended from time to time.
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5.7 Both Parties may enter into a Fraud Settlement Agreement allowing
for fraudulent calls to be credited back by the Serving Carrier to the Home
Carrier. If both Parties agree to execute a Fraud Settlement Agreement, it
will be attached as Exhibit E, "FRAUD SETTLEMENT AGREEMENT".
ARTICLE VI
BILLING
6.1 Each Home Carrier shall be responsible for billing to, and
collecting from, its own customers all charges that are incurred by such
customers as a result of service provided to them as Authorized Roamers by the
Serving Carrier. 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 due in connection with the service being billed by it to its
customers plus any other State or Local taxes as necessary based on the Home
Carrier State and Local tax jurisdiction. While the Serving Carrier will be
responsible for the computation and remittance of all state and local taxes
assessed in the Serving Market, each Home Carrier shall be liable to the Serving
Carrier for all such state and local taxes remitted by the Serving Carrier, for
authorized roamers regardless of whether these amounts are paid to the Home
Carrier by its customers.
6.2 Each Serving Carrier who provides Service to an Authorized Roamer
pursuant to this Agreement shall forward Roamer billing information, within five
(5) business days of the call date, in accordance with the procedures and
standards set forth in the CIBER Record to the Home Carrier's Authorized Receipt
Point. CIBER Record Type 50 and CIBER Record Type 70 shall not be accepted
unless so identified in Exhibit A to this Agreement. Any future revisions of the
CIBER record or additional record types must be mutually agreed upon before
implementation.
6.3 Where the Authorized Roamer billing information required to be
provided by The Serving Carrier in accordance with Paragraph 6.2 above is not in
accordance with the CIBER Record, the Home Carrier may return a record to the
Serving Carrier as provided in the CIBER Record. Returning the record will be in
accordance with CIBER Record established procedures. The Serving Carrier may
correct the defective record and return it to the Home Carrier for billing,
provided that the time period from the date of the Service call at issue to the
receipt of the corrected record does not exceed sixty (60) days.
6.4 No credit for insufficient data or defective records shall be
permitted except as provided in Paragraph 6.3 above, unless mutually agreed upon
by both Parties.
6.5 Each Serving or Home Carrier may perform any necessary edits as
supported by its ARP on incollect or outcollect call records to ensure
compliance with the terms of this Agreement upon mutual written consent of both
Parties, except for the Negative File edit which both Parties agree not to
implement if both carriers use a SS7 network to verify the Roamers of the other
Party.
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ARTICLE VII
SETTLEMENT
7.1 Each Party will settle its accounts with the other Parties on the
basis of billing information received from each Parties' Clearinghouse as
described in this Article VII. For the purposes of this Agreement, both
parties will use the CIBERNET Net Financial Settlement process as the payment
method to settle the monthly outcollect and incollect roaming activity as
identified in each Parties' Clearinghouse reports. Based on using the CIBERNET
Net Financial Settlement process, the Parties shall not submit a paper invoice
for the recurring monthly roaming activity but will make payments for the most
current month Roamer activity in accordance with such Net Financial Settlement
procedures.
7.2 The billing information and charges incurred under this Agreement
for the recurring monthly outcollect and incollect activity between the Parties
shall be determined and settled as follows:
7.2.1 The Parties shall determine amounts owed to each other
for Service provided to Roamers in one-month periods with
each period beginning on the sixteenth (16th) day of each
calendar month and ending on the fifteenth (15th) day of the
following month in which Service is provided. The end of this
Period is referred to as "Close of Billing".
7.2.2 The Parties shall each receive billing information for
Services used under this Agreement from theft respective
Clearinghouses. Each Parties Clearinghouse will reconcile and
agree billing information with the other Parties
Clearinghouse.
7.2.3 Such billing information shall contain the following
information.
a. Billing period used by the Serving Carrier
b. Batch sequence number
c. Serving and Home Carrier SID and/or BID
d. Minutes of Use
e. Air Service Charges
f. Total Toll Charges (local, Intrastate Interlata,
Interstate, International, Directory Assistance,
Other)
g. Total State and Local Taxes
h. Total Charges
7.2.4 Payment and receipt of fluids shall be made via the
CIBERNET Net Financial Settlement process and in accordance
with CIBERNET Regulations for that settlement cycle.
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7.3 If an incorrect roaming rate is charged by the Serving Carrier to
the Home Carrier, the Serving Carrier shall refund all amounts in excess of the
contract rate back to the Home carrier.
7.3.1 If the Home Carrier calculates the current settlement
period overcharges and submits an invoice to the Serving
Carrier within the time period specified by the CIBERNET Net
Financial Settlement Regulations, then the Serving Carrier
will verify the accuracy of such invoice and refund all
overcharges due to the Home Carrier in the current month
CIBERNET Net Financial Settlement process. The Serving
Carrier cannot deduct or "net down" any amounts from this
payment to the Home Carrier unless the Serving Carrier has
separately invoiced such amount previously to the Home
Carrier.
7.3.2 If the Home Carrier calculates the rate overcharges after
the end of the current month Net Financial Settlement period,
then the Home Carrier will manually invoice the Serving
Carrier and the Serving Carrier will refund all amounts in
excess of the contract rates back to the Home Carrier within
forty-five (45) days of invoice date. The Home Carrier shall
provide sufficient detail to support its invoice. Each
carrier shall have sixty (60) days from the end of the
settlement period in which the overcharges occurred to
invoice for amounts in excess of the contract rate. The Home
carrier will send a collection notice thirty (30) days after
invoice date if the invoice has not been paid by the Serving
Carrier. If payment is not received within thirty (30) days
after this collection notice and the Serving Carrier has not
provided sufficient reasons for not paying such invoice, the
Home Carrier may submit such amounts due to CIBERNET in
accordance with the provisions of the CIBERNET Net Financial
Settlement Regulations to be included in the next Net
Financial Settlement cycle. The Serving Carrier cannot deduct
any amounts from this payment to the Home Carrier unless the
Serving Carrier has separately invoiced such amount
previously to the Home Carrier and the Home Carrier has
acknowledged such amounts as being due.
7.4 Bach Party may offset the amount owed to the other Party under
this Agreement and a single payment of the balance to the Party entitled to
receive such balance shall be made only when: (a) the Parties mutually agree
to the offset, or (b) both Parties have invoiced the other Party in accordance
with the above requirements of section 7.2 or section 7.3.
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ARTICLE VIII
AUTOMATIC CALL DELIVERY AND HAND-OFF
8.1 Each Party shall provide for automatic call delivery for customers
of the other Party who are Roamers in such Party's system if the Roamer's
wireless telephone handset is technically compatible in the Serving Carrier's
system. To this end, each Party shall continuously provide the hardware,
software and transmission facilities required for such call delivery either
directly between the systems of the Parties or indirectly through a separate
network of wireless communications carriers. The hardware, software and
transmission facilities provided by each Party hereunder shall at all times be
operated and maintained to provide the most efficient level of service
technically feasible to minimize transmission errors and Service interruptions.
8.2 To the extent that each Home Carrier's customers may use the
system of a Serving Carrier whose geographic license area that abuts or
overlaps the Home Carrier's geographic license area, the Parties may choose to
provide for automatic call hand-off between such Home and Serving Carrier's
systems if technically feasible. if the Parties mutually agree to provide for
automatic call hand-off, then each Party shall continuously provide the
hardware, software and transmission facilities required for such call hand-off
either directly between the systems of such Home and Serving Carrier or
indirectly through a separate network of wireless communications carriers. The
hardware, software and transmission facilities provided by each Party hereunder
shall at all times be operated and maintained to provide the most efficient
level of service technically feasible to minimize transmission errors and
Service interruption.
8.3 If the Serving Carrier provides pre-call validation of the Home
Carrier's customers, the Home Carrier agrees to implement Negative File
Suppression at its Clearinghouse and/or ARP. If the Home Carrier's
Clearinghouse and/or ARP cannot or does not implement Negative File
Suppression, then the Home Carrier will refund all amounts back to the Serving
Carrier that were rejected due to the reason code identified as "Negative File
Reject" by the Clearinghouse.
8.4 If the Parties provide transmission facilities in accordance with
sections 8.2 of this Article, the Parties may enter into a "Intersystem
Hand-off Settlement Agreement" to pay for such facilities and settle on call
activity. If such Intersystem Hand-off Settlement Agreement is entered into
between the Parties, it will be attached as Exhibit F - INTERSYSTEM HAND-OFF
SETTLEMENT AGREEMENT to this Agreement.
ARTICLE IX
FORCE MAJEURE
9.1 Neither of the Parties will be liable for nonperformance or
defective performance of its obligations under this Agreement to the extent and
for such periods of time as such nonperformance or defective performance is due
to reasons outside such Party's control, including,
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without limitation, acts of God, war, acts of any governmental authority,
riots, revolutions, fire, floods, explosions, sabotage, nuclear incidents,
lightning, weather, earthquakes, storms, sinkholes, epidemics, strikes, or
delays of suppliers or subcontractors of the same causes. Neither Party shall
be required to settle any labor dispute in any manner which is deemed by that
Party to be less than totally advantageous, in that Party's sole discretion.
ARTICLE X
TERM,TERMINATION AND SUSPENSION OF AGREEMENT
10.1 This Agreement shall have a term commencing as of the date
entered on page 1 of this Agreement.
10.2 This Agreement may be terminated or suspended by either Party
immediately upon written notice to the other upon a default by the other Party.
The Parties shall work together to resolve as expeditiously as possible any
difficulty that causes such termination or suspension. At such time as the
Party originally giving notice of termination or suspension concludes that the
problem causing the termination or suspension has been resolved, that Party
shall give to the other written notice to this effect. This Agreement shall
resume in hill effect five (5) business days after the Parties have mutually
agreed that The problem has been resolved, unless either Party thereafter gives
written notice that in its reasonable view the problem necessitating the
termination or suspension has not been resolved. If the problem causing the
suspension of this Agreement remains unresolved for thirty (30) days, this
Agreement may be terminated by written notification by either Party.
10.3 This Agreement may be suspended, in whole or in part, by either
Parry within twenty-four (24) business hours of written notice to the other
Party, in the event that such Party determines, in its sole discretion, that
fraudulent or unauthorized use on the other Party's system is actively
occurring at unacceptable levels. In such event, the notifying Party shall
defend, indemnify and hold harmless, the other Party, and the other Party's
officers, directors, employees, agents and representatives from any claims by
any person or entity relating to such suspension of Service. Written notice
shall be performed as identified in Exhibit D to this Agreement.
10.4 This Agreement may be terminated, in whole or in part, by either
Party without cause with ninety (90) days written notice to the other Party in
accordance with Exhibit D to this Agreement.
10.5 In the event that a Party transfers control of an affiliate
listed in Schedule 1 or Schedule 2, as the case may be, such Party may
terminate this Agreement with respect to such affiliate upon written notice to
the other Party.
10.6 The termination or suspension of this Agreement shall not affect
the rights and liabilities of the Parties under this Agreement with respect to
all Authorized Roamer charges incurred prior to the effective date of such
termination or suspension.
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ARTICLE XI.
DEFAULT
11.1 A Party will be in default under this Agreement upon the
occurrence of any of the following events:
11.1.1 Breach of any term of this Agreement, if such breach
shall continue for thirty (30) days after receipt of written notice thereof;
11.1.2 Voluntary liquidation or dissolution;
11.1.3 A final order by the Federal Communications Commission
("FCC") revoking or denying renewal of the CMRS license or permit granted to
such Party; or
11.1.4 Such Party (i) filing 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 for all or a
portion of such 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 for all or a portion of such Party's property, provided that within
sixty (60) days after the filing of any such petition such Party fails to
obtain a discharge thereof, or (iii) making an assignment for the benefit of
creditors or petitioning for, or voluntarily entering into an arrangement of
similar nature, and provided that such filing, petition, or appointment is
still continuing.
ARTICLE XII.
SUCCESSORS AND ASSIGNS
12.1 Neither Party may sell, assign, transfer, or convey its interest
in this Agreement or any of its rights or obligations hereunder without the
prior written consent of both Parties. However, either Party may assign or
transfer its rights and obligations hereunder to any current or future Parent,
Subsidiary, or Successor company without the prior written consent of the other
Party and such current or future Parent, Subsidiary, or Successor company shall
thereby become a Party to this Agreement. Further, either Party may assign its
rights and obligations hereunder to an assignee of its Service license or
permit issued by the FCC, provided that such assignee expressly assumes, by
written instrument approved by the other Party, all of the obligations of such
Party hereunder and thereby becomes a Party hereunder. No person other than a
Party to this Agreement shall acquire any rights hereunder as a third-Party
beneficiary or otherwise by virtue of this Agreement.
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ARTICLE XIII.
NO PARTNERSHIP OR AGENCY RELATIONSHIP IS CREATED
13.1 Nothing contained in this Agreement shall constitute the Parties
as partners with one another or render any Party liable for any debts or
obligations of any other Party, nor shall any Party hereby be constituted the
agent of any other Party. The Parties warrant and agree that they are engaged
in independent businesses and that the Parties and their employees and agents
will perform under this Agreement as independent contractors and not act as
agents or employees of the other Party; and that each Party will maintain
complete control over performance by its employees, agents and subcontractors.
Each Party shall be responsible for its own acts and those of its agents,
employees and subcontractors in connection with performance of this Agreement.
ARTICLE XIV.
NOTICES AND AUTHORIZED REPRESENTATIVES
14.1 All methods of notification and locations and representatives to
send notifications to each Party are attached in Exhibit D to this Agreement.
ARTICLE XV.
DISPUTE RESOLUTION
15.1 If any claim, controversy or dispute of any kind or nature
whatsoever arise between the Parties ("Dispute") and such Dispute cannot be
settled through negotiation, the Dispute shall be resolved by arbitration. A
single arbitrator engaged in the practice of telecommunications law, who is
knowledgeable about the matter in Dispute, shall conduct the arbitration under
the then current rules of J.A.M.S/Endispute. Each Party shall bear its own
costs and attorneys' fees, and the Parties shall share equally the fees and
expenses of the arbitrator. The arbitrator's decision and award shall be final
and binding, and judgement upon the award rendered by the arbitrator may be
entered in any court having jurisdiction thereof.
15
ARTICLE XVI.
MISCELLANEOUS
16.1 The Parties agree to comply with, conform to, and abide by all
applicable and valid laws, regulations, rules and orders of all governmental
agencies and authorities, and agree that this Agreement is subject to such
laws, regulations, rules and orders.
16.2 The Parties agree to use their respective best, diligent, and
good faith efforts to fulfill all of their obligations under this Agreement.
The Parties recognize, however, that to effectuate all the purposes of this
Agreement, it may be necessary either to enter into future agreements, to amend
this Agreement, or to create new Exhibits attached to this Agreement. In that
event, the Parties agree to negotiate with each other in good faith.
16.3 The Parties shall not identify or reference the other Party, its
names or marks in any of their advertising, promotional efforts or any
publicity of any kind without the other Party's prior written permission.
16.4 This Agreement constitutes the fill and complete agreement of the
Parties. Any prior agreements among the Parties with respect to this subject
matter are hereby superseded. This Agreement may not be amended, except by the
written consent of the Parties. Waiver of any breach of any provision of the
Agreement must be in writing signed by the Party waiving such breach or
provision and such waiver shall not be deemed to be a waiver of any preceding
or succeeding breach of the same or any other provision. The failure of a Party
to insist upon strict performance of any provision of this Agreement or any
obligation under this Agreement shall not be a waiver of such Party's right to
demand strict compliance therewith in the future.
16.5 The headings in this Agreement are inserted for convenience and
identification only and are not intended to describe, interpret, define or
limit the scope, extent or intent of this Agreement or any provision thereof.
16.6 This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same Agreement.
16.7 This Agreement shall be construed in accordance with the laws of
the state of the Serving Carrier.
16.8 Neither Party shall be liable to the other Party for any special,
punitive, indirect, or consequential damages.
16
The Intercarrier Roamer Service Agreement is executed as of the date first
written above.
SIGNED: SIGNED:
PRICELLULAR WIRELESS CORPORATION U S WEST COMMUNICATIONS, INC.
BY: /s/ A. Davies BY: /s/ Susan Schaefer
----------------------------- ------------------------------
Printed name: A. Davies Printed name: Susan Schaefer
------------------- --------------------
Title: V.P. Title: Executive Director
-------------------------- ---------------------------
Date: 9/30/97 Date: 10/2/97
--------------------------- ----------------------------
17
SCHEDULE 1
LIST OF PRICELLULAR WIRELESS MARKETS INCLUDED UNDER THIS AGREEMENT:
as of August 25, 1997
1. PRICELLULAR OWNED AND OPERATED MARKETS:
SID BID MSA/RSA MTA/BTA TECH MARKET NAME ST CNTY LICENSEE & CALL MKT#
- --- --- ------- ------- ---- ----------- -- ---- ---------- ---- ----
(1) PERMITTEE SIGN
--- --------- ----
479 26335 MSA #144 Analog ORANGE NY USA Chill Cellular KNKA701 0144A-1
COUNTY Corporation
479 26343 MSA #144 Analog WARWICK NY USA Chill Cellular KNKA701 0144A-1
Corporation
503 26371 MSA #151 Analog POUGHKEEPSIE NY USA Dutchess County KNKA455 0151A-1
Cellular Telephone
Company, Inc.
333 30923 MSA #141 Analog DULUTH MN USA Duluth/Superior KNKA504 0141A-1
Cellular, Inc.
333 30927 MSA #232 Analog EAU CLAIRE WI USA Chippewa Cellular KNKA814 0232A-1
Corporation
333 30929 MSA 4263 Analog WAUSAU WI USA Wausau Cellular KNKA763 0263A-1
License
Corporation
1279 30463 RSA KY-4 Analog SPENCER KY USA Cellular KNKQ346 0446A-1
Information
Systems of
Florence, Inc.
1281 30787 RSA KY-5 Analog BARREN KY USA Cellular KNKN666 0447A-1
Information
Systems of
Florence, Inc.
1283 RSA KY-6 Analog MADISON KY USA Cellular KNKN940 0448A-1
Information
Systems of
Florence, Inc.
1287 30785 RSA KY-8 Analog MASON KY USA Cellular KNKN939 0450A-1
Information
Systems of
Florence, Inc.
1791 26137 RSA WV-2 Analog WETZEL WV USA Eastern Wireless KNKN839 0702A-1
Corporation
1793 RSA WV-3 Analog MONONGALIA WV USA Northland Cellular KNKN949 0703A-1
Corporation
1569 26129 RSA OH-7 Analog TUSCARAWAS OH USA Seven Cellular KNKN713 0591A-1
Corporation
1627 26135 RSA PA-9 Analog GREENE PA USA Amro Cellular KNKN781 0620A-1
Corporation
333 30797 RSA MN-2 Analog LAKE OF THE MN USA Duluth/Superior KNKQ414 0483A-2
WOODS Cellular, Inc.
333 30845 RSA MN-3 Analog KOOCHICHING MN USA Duluth/Superior KNKQ410 0484A-3
Cellular, Inc.
1359 30973 RSA MN-S Analog WILKIN MN USA Duluth/Superior KNKN375 0486A-1
Cellular, Inc.
333 30937 RSA MN-6 Analog HUBBARD MN USA C.I.S. of Pine Bluff, KNKN447 0487A-1
Inc.
245 MSA # 305 Analog ALTON-GRANITE IL USA Alton Cell Tel Co. KNKA611 0305A-1
18
SCHEDULE 1
LIST OF PRICELLULAR WIRELESS MARKETS INCLUDED UNDER THIS AGREEMENT:
as of August 25, 1997
1. PRICELLULAR OWNED AND OPERATED MARKETS - CONTINUED:
SID BID MSA/RSA MTA/BTA TECH MARKET NAME ST CNTY LICENSEE & CALL MKT#
- --- --- ------- ------- ---- ----------- -- ---- ---------- ---- ----
(1) PERMITTEE SIGN
--- --------- ----
333 30945 RSA WI-1 Analog BURNETT WI USA One Cellular KNKN386 0708A-1
Corporation
333 RSA WI-2 Analog BAYFIELD WI USA Pebbles Cellular KNKQ437 0709A-2
Corporation
333 30935 RSA WI-3 Analog VILAS WI USA Vilas Cellular KNKN344 0710A-1
Corporation
333 26337 RSA WI-4 Analog MARINETTE WI USA Four Cellular KNKN345 0711A-1
Corporation
333 26339 RSA WI-4 Analog OCONTA WI USA Four Cellular KNKN345 0711A-1
Corporation
333 30933 RSA WI-6 Analog TREMPEALEAU WI USA Vilas Cellular KNKN310 0713A-2
Corporation
1515 26369 RSA NY-6 Analog COLUMBIA NY USA Alexandra Cellular KNKN512 0564A-1
Corporation
1513 26147 RSA NY-5 Analog KINGSTON NY USA Alexandra Cellular KNKN633 0563A-1
Corporation
1513 26149 RSA NY-5 Analog OTSEGO NY USA Alexandra Cellular KNKN633 0563A-1
Corporation
1513 26329 RSA NY-5 Analog DEPOSIT NY USA Alexandra Cellular KNKN633 0563A-1
Corporation
333 30931 RSA MI-1 Analog GOGEBIC MI USA Gilro Cellular KNKN859 0472A-1
Corporation
333 26363 RSA WI-5 Analog PIERCE WI USA Five Cellular KNKQ358 01712-A
Corporation
MARKETS MANAGED BY PRICELLULAR AND INCLUDED UNDER THIS AGREEMENT:
SID BID MSA/RSA MTA/BTA TECH(1) MARKET ST CNTY
- --- --- ------- ------- ------- ------ -- ----
NAME
----
1775 RSA WA-2 Analog Wenatchee WA USA
1775 RSA WA-3 Analog Wenatchee WA USA
(1) TECH refers to the air-interface standard that the wireless telephone
handsets can operate in, including: (1) Analog cellular, (2) TDMA
cellular, (3) CDMA cellular, (4) GSM PCS, (5) CDMA PCS, (6) TDMA PCS.
19
SCHEDULE 2
LIST OF U S WEST COMMUNICATIONS, INC. MARKETS INCLUDED UNDER THIS AGREEMENT:
1. U S WEST OWNED AND OPERATED MARKETS INCLUDED UNDER THIS AGREEMENT:
SID BID BTA TECH (5) Market
- -------------------------------------------------------------------------------
05243 2 PCS CDMA Aberdeen, WA
05255 8 PCS CDMA Albuquerque,NM
05317 38 PCS CDMA Bend, OR
05341 50 PCS CDMA Boise, ID
05351 55 PCS CDMA Bremerton, WA
04364 69 PCS CDMA Casper, WY
04382 77 PCS CDMA Cheyenne, WY
05419 89 PCS CDMA Colorado Spring, CO
05435 97 PCS CDMA Coos Bay, OR
05461 110 PCS CDMA Denver, CO
05507 133 PCS CDMA Eugene, OR
04516 144 PCS CDMA Flagstaff, AZ
05543 149 PCS CDMA Ft Collins, CO
05565 162 PCS CDMA Gallup, NM
04562 167 PCS CDMA Grand Island NE
05577 168 PCS CDMA Grand Junction, CO
04572 172 PCS CDMA Greeley, CO
04600 185 PCS CDMA Hastings, NE
05647 202 PCS CDMA Idaho Falls, ID
05699 228 PCS CDMA Kenewick, WA
05705 231 PCS CDMA Klamath Falls, OR
04742 256 PCS CDMA Lincoln, NE
05759 258 PCS CDMA Logan, UT
05765 261 PCS CDMA Longview, WA
05821 288 PCS CDMA Medford, OR
04828 298 PCS CDMA Minneapolis, MN
04876 322 PCS CDMA Nogales, AZ
04882 325 PCS CDMA North Plane, NE
04898 332 PCS CDMA Omaha, NE
04928 347 PCS CDMA Phoenix, AZ
04940 353 PCS CDMA Pocatello, ID
05963 358 PCS CDMA Portland, OR
04958 362 PCS CDMA Prescott, AZ
05977 365 PCS CDMA Provo, UT
04972 369 PCS CDMA Rapid City, SD
04984 375 PCS CDMA Riverton, WY
04990 378 PCS CDMA Rochester, MN
04994 381 PCS CDMA Rock Springs, WY
06017 385 PCS CDMA Roseburg, OR
06019 386 PCS CDMA Roswell, NM
06099 391 PCS CDMA St Cloud, MN
06029 395 PCS CDMA Salem, OR
06037 399 PCS CDMA Salt Lake City, UT
06055 407 PCS CDMA Santa Fe, NM
05050 411 PCS CDMA Scottsbluff, NE
05068 420 PCS CDMA Sierra Vista, AZ
06083 421 PCS CDMA Sioux City, IA
05130 447 PCS CDMA Tucson, AZ
20
SCHEDULE 2
LIST OF U S WEST COMMUNICATIONS, INC. MARKETS INCLUDED UNDER THIS AGREEMENT:
1. U S WEST OWNED AND OPERATED MARKETS INCLUDED UNDER THIS AGREEMENT - CONTINUED:
SID BID BTA TECH (5) Market
- -------------------------------------------------------------------------------
06151 451 PCS CDMA Twin Falls, ID
06173 460 PCS CDMA Walla Walla, WA
05192 477 PCS CDMA Wilmar, MN
06215 482 PCS CDMA Yakima, WA
05210 486 PCS CDMA Yuma, AZ
2. Markets managed by U S WEST and included under this Agreement:
No markets identified as of September 24, 1997
(1) TECH refers to the air-interface standard that the wireless telephone
handsets can operate in, including: (1) Analog cellular, (2) TDMA
cellular, (3) CDMA cellular, (4) GSM PCS, (5) CDMA PCS, (6) TDMA PCS.
21
EXHIBIT C
TO INTERCARRIER ROAMER SERVICE AGREEMENT BETWEEN
PRICELLULAR WIRELESS CORPORATION
AND
US WEST COMMUNICATIONS
LIST OF VALID NPA/NXX'S TO BE INCLUDED UNDER THIS AGREEMENT:
PRICELLULAR NPA/NXX'S:
NPA NXX FROM TO SID BID SWITCH CLLI CITY
218 259 0000 9999 333 30845 00333-003-000 DULUMNT2NTA GRAND RAPIDS MN
218 283 0000 9999 333 30845 00333-003-000 DULUMNT2NTA INTERNATIONAL FALLS MN
218 285 0000 9999 333 30845 00333-003-000 DULUMNT2NTA INTERNATIONAL FALLS MN
218 348 0000 9999 333 30923 00333-003-000 DULUMNT2NTA DULUTH MN
218 390 1000 1999 333 30937 00333-003-000 DULUMNT2NTA BRAINERD MN
218 390 2000 9999 333 30923 00333-003-000 DULUMNT2NTA CARLTON MN
218 390 0000 0999 333 30923 00333-003-000 DULUMNT2NTA CARLTON MN
218 391 0000 9999 333 30923 00333-003-000 DULUMNT2NTA DULUTH MN
218 640 0000 9999 333 30973 00333-002-000 BRAIMNT1NTA WADENA MN
218 731 0000 9999 333 30973 00333-002-000 BRAIMNT1NTA FERGUS FALLS MN
218 760 0000 9999 333 30797 00333-002-000 BRAIMNT1NTA BERMIDJI MN
218 780 0000 9999 333 30923 00333-003-000 DULUMNT2NTA DULUTH MN
218 839 0000 9999 333 30937 00333-002-000 BRAIMNT1NTA BRAINERD MN
218 841 0000 9999 333 30973 00333-002-000 BRAIMNT1NTA DETROIT LAKES MN
218 969 0000 9999 333 30923 00333-003-000 DULUMNT2NTA HIBBING MN
304 282 0000 9999 1793 01793-001-000 MORGWVT1NTI MORGANTOWN WV
304 299 0000 9999 1791 26137 01793-001-000 MORGWVT1NTI ROANOKE WV
304 641 0000 9999 1793 01793-001-000 MORGWVT1NTI MORGANTOWN WV
304 678 0000 3999 1791 26137 MANUAL ROANOKE WV
304 871 0000 9999 1791 26137 01793-001-000 MORGWVT1NTI ROANOKE WV
320 279 0000 9999 333 30937 00333-002-000 BRAIMNT1NTA HINKLEY MN
320 360 0000 9999 333 30937 00333-002-000 BRAIMNT1NTA LITTLE FALLS MN
320 766 0000 9999 333 30973 00333-002-000 BRAIMNT1NTA BAXTER MN
330 827 0000 9999 1569 26129 01569-111-000 SEATWAP1PCA NEW PHILADELPHIA OH
412 557 0000 9999 1627 26135 01627-086-000 UNIOPAT1NTA UNIONTOWN PA
412 852 0000 9999 1627 26135 01627-086-000 UNIOPAT1NTA UNION TOWN PA
414 664 0000 9999 333 26339 00333-004-000 WAUSWIT1NTA OCONTO WI
502 352 0000 6999 1279 30463 01283-001-000 RICHKYT1NTA PADCLWF KY
502 528 2000 3999 1281 30787 01283-001-000 RICHKYT1NTA GLASGOW KY
502 528 0000 999 1281 30787 01283-001-000 RICHKYT1NTA GLASGOW KY
502 576 0000 9999 1281 30787 01283-001-000 RICHKYT1NTA GLASGOW KY
502 723 3000 3999 1281 30787 01283-001-000 RICHKYT1NTA COLUMBIA KY
502 723 4000 9999 1279 30463 01283-001-000 RICHKYT1NTA ELIZABETHTOWN KY
502 723 0000 2999 1279 30463 01283 001 000 RICHKYT1NTA ELIZABETHTOWN KY
502 837 0000 9999 1279 30463 01283 001 000 RICHKYT1NTA LAWRENCEBERG KY
518 231 0000 9999 1513 26149 01513-003-000 KINGNYT1NTA COBLESKILL NY
518 821 0000 9999 1515 26369 01513-003-000 KINGNYT1NTA HUDSON NY
606 238 4000 8999 1283 01283-001-000 RICHKYT1NTA DANVILLE KY
606 544 6000 6999 1287 30785 01283-001-000 RICHKYT1NTA MAYSVlLLE KY
606 544 7000 7999 1283 01283-001-000 RICHKYT1NTA RICHMOND KY
606 544 8000 9999 1279 30463 01283-001-000 RICHKYT1NTA HARRODSBURG KY
606 544 0000 5999 1283 01283-001-000 RICHKYT1NTA RICHMOND KY
606 677 0000 9999 1283 01283-001-000 RICHKYT1NTA LONDON KY
606 678 0000 9999 1283 01283-001-000 RICHKYT1NTA SOMERSET KY
606 872 7000 7999 1279 30463 01283-001-000 RICHKYT1NTA RADCLIFF KY
606 872 8000 8999 1281 30787 01283-001-000 RICHKYT1NTA MONTICELLO KY
606 872 9000 9999 1287 30785 01283-001-000 RICHKYT1NTA MAYSVlLLE KY
606 872 0000 6999 1283 01283 001 000 RICHKYT1NTA LONDON KY
EXHIBIT C
TO INTERCARRIER ROAMER SERVICE AGREEMENT BETWEEN
PRICELLULAR WIRELESS CORPORATION
AND
US WEST COMMUNICATIONS
LIST OF VALID NPA/NXX'S TO BE INCLUDED UNDER THIS AGREEMENT:
PRICELLULAR NPA/NXX'S:
NPA NXX FROM TO SID BID SWITCH CLLI CITY
606 875 7000 9999 1287 30785 01283-001-000 RICHKYT1NTA LONDON KY
606 875 0000 6999 1283 01283-001-000 RICHKYT1NTA LONDON KY
606 878 0000 9999 1283 01283-001-000 RICHKYT1NTA LONDON KY
607 434 0000 9999 1513 26149 01513-003-000 KINGNYT1NTA ONEONTA NY
612 279 0000 9999 333 30937 00333-002-000 BRAIMNT1NTA HINKLEY MN
614 319 0000 9999 1569 26129 01569-111-000 SEATWAP1PCA ZANESVILLE OH
614 342 0000 9999 1569 26129 01569-111-000 SEATWAP1PCA LOGAN OH
614 380 0000 9999 1569 26129 01569-111-000 SEATWAP1PCA LOGAN OH
614 584 0000 9999 1569 26129 01569-111-000 SEATWAP1PCA CAMBRIDGE OH
614 586 0000 9999 1569 26129 01569-111-000 SEATWAP1PCA ZANESVILLE OH
618 626 0000 9999 245 MANUAL ALTON IL
715 279 0000 9999 333 26363 00333-004-000 WAUSWIT1NTA MEMOMONIE WI
715 292 0000 9999 333 30923 00333-003-000 DULUMNT2NTA SUPERIOR WI
715 296 0000 9999 333 30945 00333-004-000 WAUSWIT1NTA RICE LAKE WI
715 367 0000 9999 333 30935 00333-004-000 WAUSWIT1NTA RHINELANDER WI
715 426 0000 9999 333 26363 00333-004-000 WAUSWIT1NTA MENOMONIE WI
715 556 0000 4999 333 26363 00333-004-000 WAUSWIT1NTA MENOMONIE WI
715 556 7000 9999 333 26363 00333-004-000 WAUSWIT1NTA MENOMONIE WI
715 571 0000 9999 333 30929 00333-004-000 WAUSWIT1NTA WAUSAU WI
715 574 0000 9999 333 30929 00333-004-000 WAUSWIT1NTA WAUSAU WI
715 584 0000 9999 333 26339 00333-004-000 WAUSWIT1NTA SHAWANO WI
755 587 0000 9999 333 26337 00333-004000 WAUSWIT1NTA MARINETTE WI
715 828 0000 9999 333 30927 00333-004-000 WAUSWIT1NTA EAU CLAIRE WI
906 360 0000 9999 333 30931 00333-004-000 WAUSWIT1NTA MARQUETTE MI
906 361 0000 9999 333 30931 00333-004-000 WAUSWIT1NTA MARQUETTE MI
906 779 0000 9999 333 30931 00333-004-000 WAUSWIT1NTA MARQUETTE MI
914 258 9000 9999 479 26335 01513-003-000 KINGNYT1NTA ORANGE COUNTY NY
914 283 0000 9999 479 26335 01513-003-000 KINGNYT1NTA ORANGE COUNTY NY
914 389 0000 9999 1513 26147 01513-003-000 KINGNYT1NTA KINGSTON NY
914 399 0000 9999 1513 26147 01513-003-000 KINGNYT1NTA KINGSTON NY
914 453 0000 9999 503 26371 01513-003-000 KINGNYT1NTA POUGHKEEPSIE NY
914 464 0000 9999 503 26371 01513-003-000 KINGNYT1NTA POUGHKEEPSIE NY
914 541 0000 9999 479 26335 01513-003-000 KINGNYT1NTA ORANGE COUNTY NY
914 542 0000 9999 479 26335 01513 003 000 KINGNYT1NTA ORANGE COUNTY NY
914 797 0000 9999 1513 26147 01513 003 000 KINGNYT1NTA MONTICELLO NY
914 978 0000 9999 479 26335 01513 003 000 KINGNYT1NTA MIDDLETOWN NY
914 988 0000 2999 479 26335 01513-003-000 KINGNYT1NTA ORANGE COUNTY NY
914 988 3000 3999 479 26343 01513 003 000 KINGNYT1NTA WARWICK NY
914 988 8000 8999 479 26343 01513 003 000 KINGNYT1NTA WARWICK NY
EXHIBIT C
TO INTERCARRIER SERVICE ROAMER AGREEMENT BETWEEN
PRICELLULAR WIRELESS CORPORATION
AND
U S WEST COMMUNICATIONS, INC.
LIST OF VALID NPA/NXX'S TO BE INCLUDED UNDER THIS AGREEMENT:
U S WEST COMMUNICATIONS, INC. NPA/NXX*S:
U S WEST Communications, Inc. to Insert list their list of NPA/NXX's by market.
22
EXHIBIT D
TO INTERCARRIER SERVICE ROAMER AGREEMENT BETWEEN
PRICELLULAR WIRELESS CORPORATION
AND
U S WEST COMMUNICATIONS, INC.
NOTICES AND NOTIFICATION METHODS
1. All written notifications per this Intercarrier Roamer Service
Agreement to PriCellular are to be addressed to:
PriCellular Wireless Corporation
Intercarrier Services Department
11411 NE 124th Street
Suite 120
Kirkland, WA. 98034
2. Fraud Notifications to PriCellular per Article V, Fraud, are to be
faxed to:
Intercarrier Services Department Fax # (425) 820-8370
3. Notifications to U S WEST Communications, Inc. are to be mailed to:
US WEST Communications, Inc.
Wireless Group
Attn: Roaming Department
1999 Broadway, 10th Floor
Denver CO, 80202
4. Fraud Notifications to U S WEST Communications, Inc. are to be faxed
to:
Roaming Department Manager Fax # (303) 294-1600
5. Written notifications sent in accordance with Article 9 to this
Agreement will be sent via certified mail or via a courier service with
evidence of receipt kept by the notifying Party.
23