ASSIGNMENT AND AGREEMENT
Pursuant to this Assignment and Agreement dated as of August 12, 1999 by
and between SprintCom, Inc., Horizon Personal Communications, Inc., West
Virginia PCS Alliance, L.C. and Virginia PCS Alliance, L.C., the parties agree
as follows:
1. Assignment of Network Services Agreement.
(a) Upon termination of that certain Management Agreement, dated June
8, 1998, between Horizon Personal Communications, Inc. ("Horizon"),
SprintCom, Inc. ("Sprint PCS") and Sprint Communications Company, L.P.
("SCCLP"), as may be amended from time to time (the "Management
Agreement"), which termination results in Sprint PCS' acquisition of
Horizon's Operating Assets (as defined in the Management Agreement) (such
occurrence being referred to in this Assignment and Agreement as the
"Assignment Event"), and without any further action on the part of any of
Sprint PCS, SCCLP, Horizon, West Virginia PCS Alliance, L.C., a Virginia
limited liability company ("WV Alliance") or Virginia PCS Alliance, L.C., a
Virginia limited liability company (together with WV Alliance, the
"Alliances"):
(i) Horizon assigns to Sprint PCS, all of Horizon's rights, title
and interest in, to and under, that certain Network Services
Agreement, dated August 12, 1999 between Horizon and the Alliances
(the "Network Services Agreement");
(ii) Sprint PCS assumes all of Horizon's rights, title and
interest in, to and under the Network Services Agreement;
(iii) Sprint PCS agrees to comply with all obligations that arise
under the Network Services Agreement after the occurrence of the
Assignment Event; and
(iv) The Alliances consent to such assignment and assumption
without any further action on the part of any party to this
Assignment.
(b) Sprint PCS agrees to notify the Alliances in writing of the
occurrence of the Assignment Event, and such notice shall include notice
address information for Sprint PCS.
(c) This Section 1 shall terminate contemporaneously with either (i)
the termination of the Network Services Agreement for any reason or (ii)
the termination of the Management Agreement, which termination does not
result in Sprint PCS' acquisition of Horizon's Operating Assets (as defined
in the Management Agreement).
2. Resale and Roaming. In the event that Sprint PCS is unable to obtain the
ability to resell services on the Alliances' network pursuant to the Network
Services Agreement or to roam on the Alliances network, the Alliances and Sprint
PCS agree to use commercially reasonable efforts to enter into mutually
acceptable agreements whereby each such party would have the right to resell the
other party's services and to roam on the other party's network on customary
terms; provided, however, that neither party is bound by this Assignment and
Agreement to enter into any such agreements.
3. Counterparts. This Addendum may be executed in one or more counterparts,
each of which is an original and all of which together constitute one and the
same agreement.
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SIGNATURE PAGE TO ASSIGNMENT AND AGREEMENT
IN WITNESS WHEREOF, the parties have caused this Assignment and Agreement
to be executed by each of their respective authorized representatives as of this
12th day of August, 1999.
SPRINTCOM, INC.
By: __/s/ Andrew Sukarbaty____
Name: Andrew Sukarbaty
Title: President
WEST VIRGINIA PCS ALLIANCE, L.C.
By: ______________________________
Name: ____________________________
Title: ___________________________
VIRGINIA PCS ALLIANCE, L.C.
By: ______________________________
Name: ____________________________
Title: ___________________________
With regard to only Section 1 of this Assignment and Agreement:
HORIZON PERSONAL
COMMUNICATIONS, INC.
By: ______________________________
Name: ____________________________
Title: ___________________________
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SIGNATURE PAGE TO ASSIGNMENT AND AGREEMENT
IN WITNESS WHEREOF, the parties have caused this Assignment and Agreement
to be executed by each of their respective authorized representatives as of this
_____ day of August, 1999.
SPRINTCOM, INC.
By: ______________________________
Name: ____________________________
Title: ___________________________
WEST VIRGINIA PCS ALLIANCE, L.C.
By: __/s/__James S. Quarforth___
Name: James S. Quarforth
Title: Chairman
VIRGINIA PCS ALLIANCE, L.C.
By: __/s/__James S. Quarforth___
Name: James S. Quarforth
Title: Chairman
With regard to only Section 1 of this Assignment and Agreement:
HORIZON PERSONAL
COMMUNICATIONS, INC.
By: ______________________________
Name: ____________________________
Title: ___________________________
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SIGNATURE PAGE TO ASSIGNMENT AND AGREEMENT
IN WITNESS WHEREOF, the parties have caused this Assignment and Agreement
to be executed by each of their respective authorized representatives as fo this
12th day of August, 1999.
SPRINTCOM, INC.
By: ______________________________
Name: ____________________________
Title: ___________________________
WEST VIRGINIA PCS ALLIANCE, L.C.
By: ______________________________
Name: ____________________________
Title: ___________________________
VIRGINIA PCS ALLIANCE, L.C.
By: ______________________________
Name: ____________________________
Title: ___________________________
With regard to only Section 1 of this Assignment and Agreement:
HORIZON PERSONAL
COMMUNICATIONS, INC.
By: __/s/ William A. McKell__
Name: William A. McKell
Title: President
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