CONFIDENTIAL TREATMENT REQUESTED
ADDENDUM V
TO
SPRINT PCS MANAGEMENT AGREEMENT
Manager: Horizon Personal Communications, Inc.
Service Area: Athens, OH BTA
Charleston, WV BTA
Chillicothe, OH BTA
Huntington, WV - Ashland, KY BTA
Parkersburg, WV - Marietta, OH BTA
Portsmouth, OH BTA
Zanesville - Cambridge, OH BTA
Danville, VA BTA
Lynchburg, VA BTA
Martinsville, VA BTA
Roanoke, VA BTA
Staunton-Waynesboro, VA BTA
Bluefield, VA BTA
Beckley, WV BTA
Kingsport, Johnson City, Bristol, TN BTA
Willamson-Pikeville, WV BTA
Logan, WV BTA
Cumberland, MD BTA
Fairmont, WV BTA
Morgantown, WV BTA
Clarksburg, WV BTA
Cincinnati, OH BTA (counties of Adams, Brown, Highland, Mason)
Canton-New Philadelphia, OH BTA (Coshocton County only)
Charlottesville, VA BTA
Ashtabula, OH BTA
DuBois-Clearfield, PA BTA
Erie, PA BTA
Jamestown, Warren, Dunkirk, PA BTA
Meadville, PA BTA
Oil City-Franklin, PA, BTA
Olean, NY, Bradford, PA BTA
Pottsville, PA BTA
Sharon, PA BTA
Scranton, Wilkes-Barre, PA BTA
State College, PA BTA
Stroudsburg, PA BTA
Sunbury-Shamokin, PA BTA
Williamsport, PA BTA
Allentown, PA BTA, only the county of Carbon
New York, NY BTA, only the counties of Sussex and Pike
This Addendum V (this "Addendum"), dated as of June 1, 2001, contains
certain additional and supplemental terms and provisions to that certain Sprint
PCS Management Agreement entered into as of June 8, 1998 by the same parties as
this Addendum, which Management Agreement was further amended by that certain
Addendum I entered into as of June 8, 1998, Addendum II entered into as of
August 12, 1999, Addendum III entered into as of May 19, 2000 and Addendum IV
entered into as of June 1, 2000 (the Management Agreement, as amended by Addenda
I, II, III and IV being the "Management Agreement"). The terms and provisions of
this Addendum control, supersede and amend any conflicting terms and provisions
contained in the Management Agreement. Except for express modifications made in
this Addendum, the Management Agreement continues in full force and effect,
including, but not limited to, the force majeure provision.
Capitalized terms used and not otherwise defined in this Addendum have the
meanings ascribed to them in the Management Agreement. Section and Exhibit
references are to Sections of, and Exhibits to, the Management Agreement, unless
otherwise noted.
The Management Agreement is modified as follows:
1. Revised Build-Out Plan.
(a) Revised Exhibits. Exhibit 2.1 to the Management Agreement (Revised May
9, 2000) is hereby superseded and replaced in its entirety by an Amended Exhibit
2.1 (Revised Effective June 1, 2001) (the "Amended Exhibit 2.1") attached to
this Addendum. Amended Exhibit 2.1 includes:
(i) Build-out Plan Map which sets forth the Full Build-out Coverage Area
(no change from the Build-out Plan Maps for the original Service Area
as described in Addendum I, dated June 8, 1998; the Alliances' resale
markets as described in Addendum II, dated August 12, 1999; and the
expansion of the Service Area as described in Addendum III, dated May
9, 2000);
(ii) Build-out Plan Table which sets forth the Full Build-out Date and the
covered population percentages for each A Market, B Market and C
Market; and
(iii) Build-out Plan Description.
(b) Penalty, Initial Phase Market Launch
Initial Phase Market Launch penalties will be assessed on the only phase of
single-phase markets and the first phase of multiple-phase markets. Each penalty
described in this subsection will begin accruing at 12:01 am (Kansas City time)
on the date six calendar days after the Contractual Launch Date set forth in
Amended Exhibit 2.1 for that respective market.
The A Markets Penalty Amount equals the amount set forth on the following
Penalty Table opposite the appropriate range of number of days from and
including the Contractual Launch Date to and including the date of the last A
Market to achieve Initial Phase Market Launch.
The B Markets Penalty Amount equals the sum of the amounts set forth on the
following Penalty Table opposite the appropriate range of number of days from
and including the Contractual Launch Date to and including the date each B
Market achieves Initial Phase Market Launch. The B Markets Penalty Amount is the
sum of each individual B Market that launches past the respective Contractual
Launch Date; each individual B Market has a separate penalty amount.
The C Markets Penalty Amount equals the sum of the amounts set forth on the
following Penalty Table opposite the appropriate range of number of days from
and including the Contractual Launch Date to and including the date each C
Market achieves Initial Phase Market Launch. The C Markets Penalty Amount is the
2
[***] - CONFIDENTIAL TREATMENT REQUESTED
sum of each individual C Market that launches past the respective Contractual
Launch Date; each individual C Market has a separate penalty amount.
Initial Phase Market Launch Penalty Table
- ------------------------------------------------------------------------------------------------------------------
Penalty Period A Market Penalty B Market Penalty C Market Penalty
- ---------------------------------- ----------------------- ------------------------------- -----------------------
6-60 days past the Contractual [***] [***] [***]
Launch Date
- ---------------------------------- ----------------------- ------------------------------- -----------------------
61-90 days past the Contractual [***] [***] [***]
Launch Date
- ---------------------------------- ----------------------- ------------------------------- -----------------------
91-120 days past the Contractual [***] [***] [***]
Launch Date
- ---------------------------------- ----------------------- ------------------------------- -----------------------
121-150 days past the [***] [***] [***]
Contractual Launch Date
- ---------------------------------- ----------------------- ------------------------------- -----------------------
151- 180 days past the [***] [***] [***]
Contractual Launch Date
(c) Penalty, Full Build-out
Full Build-out Coverage penalties will be assessed on the final phase of
multiple-phase markets and are in addition to any Initial Phase Market Launch
penalties assessed in accordance with Section 1(b) in multiple-phase markets.
Each penalty described in this subsection will begin accruing at 12:01 am
(Kansas City time) on the date six calendar days after the Full Build-out Date
set forth in Amended Exhibit 2.1 for that respective market.
The A Markets Penalty Amount equals the amount set forth on the following
Penalty Table opposite the appropriate range of number of days from and
including the Full Build-out Date to and including the date of the last A Market
to achieve Full Build-out Coverage.
The B Markets Penalty Amount equals the sum of the amounts set forth on the
following Penalty Table opposite the appropriate range of number of days from
and including the Full Build-out Date to and including the date each B Market
achieves Full Build-out Coverage. The B Markets Penalty Amount is the sum of
each individual B Market in which Full Build-out Coverage occurs past the
respective Full Build-out Date; each individual B Market has a separate penalty
amount.
The C Markets Penalty Amount equals the sum of the amounts set forth on the
following Penalty Table opposite the appropriate range of number of days from
and including the Full Build-out Date to and including the date each C Market
achieves Full Build-out Coverage. The C Markets Penalty Amount is the sum of
each individual C Market in which Full Build-out Coverage occurs past the
respective Full Build-out Date; each individual C Market has a separate penalty
amount.
Full Build-out Coverage Penalty Table
- ---------------------------------- ----------------------- ------------------------------- -----------------------
Penalty Period A Market Penalty B Market Penalty C Market Penalty
- ---------------------------------- ----------------------- ------------------------------- -----------------------
6-60 days past the Full [***] [***] [***]
Build-out Date
- ---------------------------------- ----------------------- ------------------------------- -----------------------
61-90 days past the Full [***] [***] [***]
Build-out Date
- ---------------------------------- ----------------------- ------------------------------- -----------------------
91-120 days past the Full [***] [***] [***]
Build-out Date
3
[***] - CONFIDENTIAL TREATMENT REQUESTED
- ---------------------------------- ----------------------- ------------------------------- -----------------------
121-150 days past the Full [***] [***] [***]
Build-out Date
- ---------------------------------- ----------------------- ------------------------------- -----------------------
151- 180 days past the Full [***] [***] [***]
Build-out Date
- ---------------------------------- ----------------------- ------------------------------- -----------------------
(d) Payment of Penalty Amounts.
(i) Manager will pay each applicable Initial Phase Market Launch penalty
amount on or before (i) the date five business days after the last A
Market achieves the Contractual Launch Date and (ii) each date five
business days after each B Market achieves the Contractual Launch Date
and (iii) each date five business days after each C Market achieves
the Contractual Launch Date (each a "Payment Date").
(ii) Manager will pay each applicable Full Build-out penalty amount on or
before (i) the date five business days after the last A Market
achieves Full Build-out Coverage and (ii) each date five business days
after each B Market achieves Full Build-out Coverage and (iii) each
date five business days after each C Market achieves Full Build-out
Coverage (each a "Payment Date").
(iii)Manager will also owe Additional Interest on the individual penalty
amounts, which Additional Interest is payable in the same manner as
the penalty amounts (e.g., timing and form of payment).
(iv) Manager will pay the aggregate penalty amounts in cash or, if Sprint
PCS and Manager agree, in Manager's Shares. Payments of cash will be
made via wire transfer in accordance with instructions provided to
Manager by Sprint PCS.
(e) Waiver of Cure Rights. If Manager does not achieve Initial Phase Market
Launch or Full Build-out Coverage in a Market by 11:59 p.m. (Kansas City time)
on the 90-day Threshold or 180-Day Threshold, Manager will be in breach of a
material term of the Management Agreement and Sprint PCS will be entitled to
pursue its remedies under Section 11.3.3 of the Management Agreement. If Sprint
PCS pursues such remedies, Manager agrees that, in pursuing any defenses that it
may have to such remedies, Manager waives any rights to the cure periods set
forth in Section 11.3.3 of the Management Agreement.
(f) Definitions.
"90-Day Threshold" means the date 90 calendar days after the Contractual
Launch Date or the Full Build-out Date, as the case may be, for a respective A
Market, B Market, or C Market.
"180-Day Threshold" means the date 180 calendar days after the Contractual
Launch Date or the Full Build-out Date, as the case may be, for a respective A
Market, B Market or C Market.
"A Markets" means Phase II core Scranton and Wilkes-Barre, PA as indicated
on Amended Exhibit 2.1.
"Additional Interest" means the sum of the products of (A) each individual
penalty amount, multiplied by (B) [***] per annum, multiplied by (C) the number
of calendar days from the respective Payment Date to the date such penalty
amount is actually paid, inclusive, divided by 365.
"B Markets" means Scranton/Wilkes-Barre, PA BTA Phase IIA and Phase III,
Jamestown, Warren, Dunkirk PA BTA Phase III, State College, PA BTA Phase III,
Williamsport, PA BTA Phase III, Sunbury-Shamokin, PA BTA Phase III, Stroudsburg,
4
PA BTA Phase IIA, Sharon, PA BTA Phase III, New York, NY BTA (Sussex and Pike
Counties only) Phase IIA and Phase III and Erie, PA BTA Phase III, as indicated
on the Amended Exhibit 2.1.
"C Markets" means Oil City, Franklin, PA BTA Phase III, Du Bois-Clearfield,
PA BTA Phase III, Pottsville, PA BTA Phase IIA and Phase III, Olean,
NY-Bradford, PA BTA Phase III, Allentown, PA BTA (Carbon County only), Phase IIA
and Phase III , as indicated on the Amended Exhibit 2.1.
"Change of Control Transaction" means a transaction that results in a
Change of Control of Manager.
"Contractual Launch Date" means the respective date set forth on the
Build-out Plan Table portion Amended Exhibit 2.1.
"Full Build-out Coverage" means network coverage of the geographic area
described in Amended Exhibit 2.1 in which (i) Manager has met substantially all
Sprint PCS standards and Program Requirements for operational and network
readiness (which includes but is not limited to completion of the OPAC
checklist, OPAC process, test plans, coverage definition, assessment of site
readiness, network optimization, operational and systems readiness assessment by
the Sprint PCS Operational Readiness Team); (ii) Manager has handset inventory,
training completed and point-of-sale materials for Sprint PCS, Sprint PCS
National Third Party and local third party retail outlets to meet reasonably
expected subscriber demand; (iii) Manager markets and sells Sprint PCS Products
and Services through mass advertising (i.e., print, radio and television media);
and (iv) Manager has met substantially all Sprint PCS soft launch criteria which
means (A) systems are up and functioning, stores contemplated in the OPAC
checklist are operational (and open), and activations can occur, (B) soft launch
typically occurs one week after network ready date, and one week before hard
launch, (C) activations of friendly accounts may occur, but any store traffic is
strictly unsolicited; (D) launch-related hiring and training should be completed
prior to soft launch.
"Full Build-out Coverage Area" means the geographic area described in
Amended Exhibit 2.1.
"Full Build-out Date" means the respective date set forth on the Build-out
Plan Table portion of Amended Exhibit 2.1.
"Initial Phase Market Launch" means the first build-out phase of a specific
A, B or C Market to meet the requirements for that Market as set forth in the
Amended Exhibit 2.1 Build-out Plan Map, Build-out Plan Table and Build-out Plan
Description and satisfies the requirements of "Full Build-out Coverage" as
defined in section 1(f), including any exceptions pre-approved by Sprint PCS as
described in section 1(e) (iii), of this Addendum V to the Management Agreement.
"Manager Shares" is defined as follows:
(i) if no Change of Control Transaction has occurred prior to a Payment
Date, then the number of shares of Manager to be issued to Sprint PCS
shall be calculated by multiplying (A) the total number of shares
outstanding of Manager determined on a fully diluted basis by (B) a
fraction, the numerator of which will be the dollar amount that Sprint
PCS shall be entitled to receive hereunder and the denominator of
which will be the total dollar amount of Manager's total equity in
respect of shares outstanding determined on a fully-diluted basis; or
(ii) if a Change of Control Transaction has occurred prior to a Payment
Date, then Sprint PCS shall be entitled to receive the number of
shares of the entity acquiring Manager in a Change of Control
Transaction (the "Acquirer") as Sprint PCS would have received if the
Manager Shares calculation set forth in clause (i) above had occurred
and the requisite number of Manager Shares had been issued to Sprint
PCS immediately prior to the effective time of any such Change of
Control Transaction and Sprint PCS shall also be entitled to receive
such other and additional consideration in respect thereof that would
5
[***] - CONFIDENTIAL TREATMENT REQUESTED
have been receivable had such Manager Shares been outstanding as of
the effective time of such Change of Control Transaction.
2. Additional Terms and Provisions. The phrase "the Addendum also
describes" is deleted from the second sentence of Section 17.24, and the
following language is inserted at the end of that second sentence: "are
described on Exhibit 17.24, and photocopies of any such written agreements have
been delivered to Sprint PCS".
3. Expedite Fees. If Sprint PCS and Manager agree to pay additional fees to
a third party for any efforts associated with expediting completion of any
portion of Manager's Build Out Plan or Switch Integration to meet a Network
Ready Date (the "NRD") including, but not limited to, payment of expedited fees
for microwave relocation, and the NRD is later extended due to Manager action or
lack of action, then Manager will have full responsibility for the payment of
such fees.
4. Deletion of Sections. Sections 5, 6 and 7 of Addendum I to the
Management Agreement are hereby deleted in their entirety.
5. Definitions. The following definition is added to the Schedule of
Definitions, and in Section 2.3, the phrase "wireless mobility communications
network" is replaced by the phrase "Wireless Mobility Communications Network":
"Wireless Mobility Communications Network" means a radio communications
system operating in the 1900 MHz spectrum range under the rules designated as
Subpart E of Part 24 of the FCC's rules.
6. Spectrum Availability. Manager and Sprint PCS agree that Manager has the
right to use either (i) all of the PCS Spectrum identified in Amended Exhibit
2.1 in the portion of a particular BTA that is part of the Service Area if
Sprint PCS has 20 MHz or less of spectrum within such portion of that particular
BTA or (ii) all of the PCS Spectrum up to 20 MHz of the PCS Spectrum identified
in Amended Exhibit 2.1 in the portion of a particular BTA that is part of the
Service Area if Sprint PCS has more than 20 MHz of spectrum within such portion
of that particular BTA. Manager agrees to design its Service Area Network to use
the allocated PCS Spectrum efficiently.
In any BTA within the Service Area where Sprint PCS has more than 20 MHz of
PCS Spectrum (such amount of PCS Spectrum in excess of 20 MHz being referred to
as "Available PCS Spectrum"), Sprint PCS, in its sole discretion, may use (if
not used in the operation of a Wireless Mobility Communications Network), sell,
assign or otherwise dispose of ("Transfer") any Available PCS Spectrum that is
not then currently being used by Manager [***].
If Sprint PCS acquires additional PCS Spectrum in [***], then the portion
of that spectrum that is needed to have 20 MHz available for Manager (the
"Requested Spectrum") will be made available to Manager for Manager's use under
the Management Agreement at [***]. If more than the Requested Spectrum is
acquired by Sprint PCS in [***], Sprint PCS has the right to determine which
range of the Requested Spectrum may be used by Manager. Any acquired PCS
Spectrum in excess of the Requested Spectrum will be deemed Available PCS
Spectrum and subject to the provisions of the previous paragraph.
7. Preservation of Sprint PCS Licenses. Section 2(e) of Addendum II is
modified by changing all references to "June 30, 2002" to "April 29, 2002".
6
In addition, if Sprint PCS and the Alliances consummate a license exchange
that results in a change to Sprint PCS' Build-out Requirements (i.e., the
B-Block Build-out Requirements apply instead of the D/E-Block Build-out
Requirements), then Sprint PCS' notification and Manager's build-out obligations
will be modified to meet the applicable Build-out Requirements.
8. Insurance. The "Commercial General Liability Insurance: section of
Exhibit 12.3 to the Management Agreement is modified by adding the following
sentence to the end of that section: "However, Manager may obtain separate
insurance covering projects near a railroad right-of-way on a project-by-project
basis, if in Manager's discretion, the cost of general coverage is
unreasonable."
9. Governing Law and Jurisdiction. (a) Section 17.12 of the Management
Agreement, Section 9.11 of the Services Agreement and Section 15.8 of each of
the Trademark License Agreements is deleted in its entirety and replaced with
the following language:
Governing Law. The internal laws of the State of Kansas (without
regard to principles of conflicts of law) govern the validity of this
agreement, the construction of its terms, and the interpretation of the
rights and duties of the parties.
(b) Paragraphs (a) and (b) of Section 15.13 of each of the Trademark
License Agreements are deleted in their entirety and replaced with the following
language:
(a) Each party hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of any Kansas
State court sitting in the County of Johnson or any Federal court of the
United States of America sitting in the District of Kansas, and any
appellate court from any such court, in any suit action or proceeding
arising out of or relating to this agreement, or for recognition or
enforcement of any judgment, and each party hereby irrevocably and
unconditionally agrees that all claims in respect of any such suit, action
or proceeding may be heard and determined in such Kansas State Court or, to
the extent permitted by law, in such Federal court.
(b) Each party hereby irrevocably and unconditionally waives, to the
fullest extent it may legally do so, any objection which it may now or
hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this agreement in Kansas State court sitting
in the County of Johnson or any Federal court sitting in the District of
Kansas. Each party hereby irrevocably waives, to the fullest extent
permitted by law, the defense of an inconvenient forum to the maintenance
of such suit, action or proceeding in any such court and further waives the
right to object, with respect to such suit, action or proceeding, that such
court does not have jurisdiction over such party.
10. Notice Address. The address for all entities comprising Sprint PCS on
the Notice Address Schedule is changed to the following:
Sprint PCS
6160 Sprint Parkway, Building 9
Overland Park, KS 66251
Telephone: 913-762-7100
Telecopier: 913-762-7102
Attention: President, Sprint PCS
7
with a copy to
Sprint PCS
6160 Sprint Parkway, Building 9
Overland Park, KS 66251
Telephone: 913-762-7400
Telecopier: 913-762-0920
Attention: General Counsel, Sprint PCS
11. Counterparts. This Addendum may be executed in two or more
counterparts, each of which shall constitute an original but all of which when
taken together shall constitute but one agreement.
8
IN WITNESS WHEREOF, the parties have caused their duly authorized
representatives to execute this Addendum as of the date first above written.
HORIZON PERSONAL
COMMUNICATIONS INC
By: /s/
--------------------------------------
Name:
--------------------------------------
Title:
--------------------------------------
SPRINT SPECTRUM L.P.
By: /s/ Thomas E. Mateer
--------------------------------------
Thomas E. Mateer,
Vice President - Affiliations
SPRINTCOM, INC.
By: /s/ Thomas E. Mateer
--------------------------------------
Thomas E. Mateer,
Vice President - Affiliations
SPRINT COMMUNICATIONS
COMPANY L.P.
By: /s/ Ed Mattix
--------------------------------------
Ed Mattix,
Senior Vice President - Public Affairs
9
[***] - CONFIDENTIAL TREATMENT REQUESTED
[***]
Mr. Bill McKell, President
Horizon Personal Communications, Inc.
68 East Main Street
Chillicothe, OH 45601
Re: The contractual coverage footprint for the Phase I build-out of the
Ashtabula, OH, Erie, PA, Jamestown, NY, Meadville, PA, Sharon, PA and Olean, NY
BTA coverage areas, the Knoxville, TN Phase IIA BTA coverage area and the
Scranton/Wilkes-Barre, PA Phase II core BTA coverage area and Penalty Amount
assessment as described in Addendum V of the Sprint PCS Management Agreement
among various Sprint PCS entities and Horizon Personal Communications, Inc. (the
"Management Agreement")
Dear Bill:
The purpose of this letter is to advise Horizon Personal Communications that
Sprint PCS has reviewed the current coverage footprint for the following BTA
coverage areas as described in Addendum V to the Management Agreement and the
Amended Exhibit 2.1 dated June 1, 2001:
>> Ashtabula, OH Phase I.
>> Erie, PA Phase I.
>> Jamestown, NY Phase I.
>> Meadville, PA Phase I.
>> Sharon, PA Phase I.
>> Olean, NY Phase I.
>> Scranton/Wilkes-Barre, PA Phase II core.
>> Knoxville, TN Phase IIA.
Sprint PCS acknowledges that Horizon Personal Communications has materially met
the footprint coverage requirements agreed to in the modified Exhibit 2.1
Build-out Plan Map, Build-out Plan Description and Build-out Plan Table dated
June 1, 2001 as it relates to the individual build-out phases of the BTA
coverage areas listed above. Therefore, Horizon Personal Communications has also
met the material requirements of the above listed Phase I, Phase IIA and Phase
II core BTA coverage areas in the Amended Exhibit 2.1, as modified in Addendum V
to the Management Agreement.
Sprint PCS will not assess any penalties under section 1 (b) of Addendum V
related to the Phase I, Phase IIA and Phase II core BTA coverage areas listed
above.
Sincerely,
Thomas E. Mateer,
Vice-president, Affiliations and Private Label Services
Confidential Portion Indicated by "[ ]"
EXHIBIT 2.1 BUILD-OUT PLAN Horizon Personal Communications Exhibit 2.1
(Addendum V Revision/ June 1, 2001)
Service Area Build-out Plan
- --------------------------------------------------------------------------------------------------------------
Initial Contractual
Phase/Full Approx. Total 2000 Covered % Covered Launch Date/Full
BTA# BTA Name (or County Name) Build-out # Cells BTA POPS 2000 POPs 1999 POPs Build-out Date
- ------ ------------------------- ----------- ----------- ---------- ------------ ------------ ----------------
HORIZON BUILT BTA'S
23 Athens,OH 8 131,261 58,711 45% May-98
80 Chillicothe, OH 13 102,128 83,905 82% Sep-97
342 Parkersburg, WV 11 183,473 111,144 61% Nov-98
359 Portsmouth, OH 3 92,379 46,789 51% Nov-98
487 Zanesville-Cambridge, OH 18 186,071 105,451 57% Mar-98
229 Kingsport/Johnson 50 690,563 326,157 47% Oct-00
City, TN
81 Cincinnati, OH 127,426
(Adams, Brown,
Highland, Mason Co.)
65 Canton-New 36,215
Philadelphia, OH
(Coshocton Co.)
197 Huntington,
WV-Ashland KY
(Jessup & Gallia Co.)
474 Williamson, WV 6 186,257 32,421 17% [***]
259 Logan WV 6 41,167 12,309 30% [***]
100 Cumberland, MD 6 158,077 52,767 33% [***]
215 Jamestown, Warren 51 178,737 123,201 69% Jun-00
Dunkirk, PA
Phase I-B Market I* Jun-00
Phase III-B Market F* 31-Oct-01
131 Erie, PA 47 278,611 250,293 90%
Phase I-B Market I* Jun-00
Phase III-B Market F* 31-Oct-01
21 Ashtabula, OH 22 100,166 79,750 80%
Phase I-C Market I* Jun-00
287 Meadville, PA 15 89,569 41,852 47%
Phase I-C Market I* Jun-00
328 Oil City, Franklin, PA 26 103,580 41,582 40%
Phase III-C Market F* 31-Oct-01
330 Olean, Bradford, PA 57 242,822 81,259 33%
Phase I-C Market I* Jun-00
Phase III-C Market F* 31-Oct-01
117 Du Bois, Clearfield, PA 30 128,642 76,026 59%
Phase III-C Market I* 31-Oct-01
429 State College, PA 34 130,517 103,624 79%
Phase III-B Market I* 31-Oct-01
475 Williamsport, PA 43 159,910 115,000 72%
Phase III-B Market I* 31-Oct-01
437 Sunbury, Shamokin, PA 34 183,746 120,829 66%
Phase III-B Market I* 31-Oct-01
416 Sharon, PA 27 121,556 95,679 79%
Phase I-B Market I* Jun-00
Phase III-B Market F* 31-Oct-01
412 Scranton, Wilkes Barre, PA 159 669,825 492,673 74%
Phase II Core-A Market I* [***]
Phase IIA-B Market I* 31-Jul-01
Phase III-B Market F* 31-Oct-01
360 Pottsville, PA 36 149,443 90,422 61%
Phase IIA-C Market I* 30-Sep-01
Phase III-C Market F* 31-Oct-01
435 Stroudsburg, PA 21 131,529 45,978 35%
Phase IIA-B Market I* 31-Jul-01
10 Allentown Carbon County 18 59,139 31,113 53%
Phase IIA-C Market I* 31-Aug-01
Phase III-C Market F* 31-Oct-01
321 New York, NY 58
Sussex County 128,286 88,109 69%
Pike County 42,790 12,908 30%
Phase IIA-B Market I* [***]
Phase III-B Market F* 31-Oct-01
232 Knoxville, TN
Hamblen Co. 53,510 17,762 33%
Jefferson Co. (Partial) 4,512 1,798 40%
Phase IIA-C Market I* 15-May-01
Total Horizon Built BTA's 799 4,891,907 2,739,512 56%
Northern PA Markets 678 2,898,868 1,890,298 65%
NTELOS BUILT BTA'S
104 Danville, VA 15 163,533 86,701 53% 1-Oct-99
266 Lynchburg, VA 25 157,324 128,990 82% 1-Oct-99
284 Martinsville, VA 10 88,038 56,241 64% 1-Oct-99
376 Roanoke, VA 55 626,125 373,899 60% 1-Oct-99
430 Staunton-Waynesboro, VA 12 105,731 87,604 83% 1-Oct-99
75 Charlottsville, VA 50 210,940 131,631 62% 1-Oct-99
73 Charleston, WV 45 490,210 224,470 46% 1-Nov-98
48 Bluefield, WV 10 174,919 49,868 29% [***]
35 Beckley, WV 10 165,927 59,721 36% 1-Oct-00
137 Fairmont, WV 6 57,477 45,973 80% 1-Oct-99
306 Morgantown, WV 15 106,766 68,201 64% 1-Oct-99
82 Clarksburg, WV 10 194,784 65,409 34% 1-Oct-99
197 Huntington, 21 375,537 243,967 65% 1-Nov-98
WV-Ashland, KY
Total NTELOS 284 2,917,311 1,622,675 56%
Built BTA's
Grand Total 1083 7,809,218 4,362,187 56%
*NOTE: I* refers to the Initial Phase Market Launch, defined as the first
build-out phase of a specific A, B, or C market to satisfy the requirements as
defined in the Exhibit 2.1 Table, Map and Build-out Narrative.
F* refers to the Full Build-out, defined as the final build-out phase of a
specific A, B, or C market with multiple build-out phases to satisfy the
requirements as defined in the Exhibit 2.1 Table, Map and Build-out Narrative.
Markets with a single launch/build-out phase are defined as Initial Phase Market
Launches.
EXHIBIT 2.1 BUILD-OUT PLAN Horizon Personal Communications Exhibit 2.1
(Addendum V Revision/ June 1, 2001)
BTA
License
Holder
for
Sprint
licenses
Total Covered % Sprint Sprint LTD in
Sprint LTD Sprint LTD Lines Access License NTELOS License
BTA# BTA Name (or County Name) Access Lines LTD Lines Covered Priority BTA License Holder Block markets Block
- ------ ------------------------- ------------ ----------- ---------- ------------ ---------------------- ------- -------- ---------
HORIZON BUILT BTA's
23 Athens,OH 0 0 0% No Sprint Com, Inc. D & E
80 Chillicothe, OH 0 0 0% No Sprint Com, Inc. D & E
342 Parkersburg, WV 0 0 0% No Sprint Com, Inc. D & E
359 Portsmouth, OH 0 0 0% No Sprint Com, Inc. D & E
487 Zanesville-Cambridge, OH 0 0 0% No Sprint Com, Inc. D & E
229 Kingsport/Johnson 276,474 179,373 65% Yes Sprint Com, Inc. D & E
City, TN
81 Cincinnati, OH 0 0 0% No Sprint Com, Inc. D & E
(Adams, Brown,
Highland, Mason Co.)
65 Canton-New Philadelphia 0 0 0% No Sprint Com D
OH (Coshocton Co.)
197 Huntington, WV- Sprint Com, Inc. D & E
Ashland KY (Jesup
& Gallia Co.)
474 Williamson, WV 0 0 0% No Sprint Com, Inc. D & E
259 Logan WV 0 0 0% No Sprint Com, Inc. D & E
100 Cumberland, MD 0 0 0% No American PCS, L.P. A
215 Jamestown, Warren WIRELESSCO, L.P. A
Dunkirk, PA
Phase I-B Market
Phase III-B Market
131 Erie, PA Sprint Com, Inc. D
Phase I-B Market
Phase III-B Market
21 Ashtabula, OH 6,268 6,268 100% No Sprint Com, Inc. D
Phase I-C Market
287 Meadville, PA Sprint Com, Inc. D
Phase I-C Market
328 Oil City, Franklin, PA 2,388 2,388 100% No WIRELESSCO, L.P. A
Phase III-C Market
330 Olean, Bradford, PA WIRELESSCO, L.P. A
Phase I-C Market
Phase III-C Market
117 Du Bois, Clearfield, PA WIRELESSCO, L.P. A
Phase III-C Market
429 State College, PA 2,128 1,064 50% No PHILLIECO, L.P. B
Phase III-B Market
475 Williamsport, PA 3,571 3,571 100% No PHILLIECO, L.P. B
Phase III-B Market
437 Sunbury, Shamokin, PA PHILLIECO, L.P. B
Phase III-B Market
416 Sharon, PA 2,569 2,235 87% No Sprint Com, Inc. D
Phase I-B Market
Phase III-B Market
412 Scranton, Wilkes Barre, PA WIRELESSCO, L.P. B
Phase II Core-A Market
Phase IIA-B Market
Phase III-B Market
360 Pottsville, PA PHILLIECO, L.P. B
Phase IIA-C Market
Phase III-C Market
435 Stroudsburg, PA WIRELESSCO, L.P. B
Phase IIA-B Market
10 Allentown Carbon County WIRELESSCO, L.P. B
Phase IIA-C Market
Phase III-C Market
321 New York, NY WIRELESSCO, L.P. B
Sussex County 46,518 32,057 69% Yes
Pike County
Phase IIA-B Market
Phase III-B Market
232 Knoxville, TN Sprint Com, Inc. D
Hamblen Co.
Jefferson Co. (Partial)
Phase IIA-C Market
Total Horizon BTA's 339,916 226,956 67%
Northern PA Markets
NTELOS BUILT BTA'S
104 Danville, VA 24,156 2,633 11% No Virginia PCS B Sprint D
Alliance, L.P. Com, Inc.
266 Lynchburg, VA 6,808 0 0% No Virginia PCS B Sprint D
Alliance, L.P. Com, Inc.
284 Martinsville, VA 44,538 27,467 62% No Virginia PCS B Sprint D
Alliance, L.P. Com, Inc.
376 Roanoke, VA 68,767 13,808 20% No Virginia PCS B Sprint D
Alliance, L.P. Com, Inc.
430 Staunton-Waynesboro, 0 0 0% No Virginia PCS B Sprint D
VA Alliance, L.P. Com, Inc.
75 Charlottsville, VA 88,081 69,563 79% Yes Virginia PCS C Sprint D & E
Alliance, L.P. Com, Inc.
73 Charleston, 18,518 0 0% No West Virginia B Sprint D & E
WV PCS Alliance, L.P. Com, Inc.
48 Bluefield, WV 1,821 0 0% No West Virginia B Sprint D & E
PCS Alliance, L.P. Com, Inc.
35 Beckley, WV 0 0 0% No West Virginia B Sprint D & E
PCS Alliance, L.P. Com, Inc.
137 Fairmont, WV 0 0 0% No West Virginia F A
PCS Alliance, L.P.
306 Morgantown, 0 0 0% No West Virginia F A
WV PCS Alliance, L.P.
82 Clarksburg, 0 0 0% No West Virginia E A
WV PCS Alliance, L.P.
197 Huntington, 0 0 0% No West Virginia B Sprint D & E
WV-Ashland, KY PCS Alliance, L.P. Com, Inc.
Total NTELOS 252,689 113,471 45%
Built BTA's
Grand Total 592,605 340,427 57%
*NOTE: I* refers to the Initial Phase Market Launch, defined as the first
build-out phase of a specific A, B, or C market to satisfy the requirements as
defined in the Exhibit 2.1 Table, Map and Build-out Narrative.
F* refers to the Full Build-out, defined as the final build-out phase of a
specific A, B, or C market with multiple build-out phases to satisfy the
requirements as defined in the Exhibit 2.1 Table, Map and Build-out Narrative.
Markets with a single launch/build-out phase are defined as Initial Phase Market
Launches.
1370987
Horizon Personal Communications
Exhibit 2.1 Build-out Plan Narrative Description
(Addendum V Revision/June 1, 2001)
Phase I consists of: BTA #021Ashtabula OH
BTA #131Erie PA
BTA #215Jamestown NY
BTA #287Meadville PA
BTA #330Olean NY
BTA #416Sharon PA
The I-90 corridor includes Sprint PCS Phase 3 coverage in BTA #021 - Ashtabula
OH, BTA #131 - Erie PA, and BTA #215 - Jamestown NY. The coverage area for
Horizon's I-90 corridor will extend from Sprint PCS's coverage near the western
boundary of the Ashtabula BTA on Interstate 90 northeast to Sprint PCS's
coverage near the northeastern boundary of the Jamestown BTA including the
cities of Ashtabula, OH and Erie, PA. Coverage will also extend along Ohio Route
11 from I-90 south to meet Sprint PCS's coverage near the southern boundary of
the Ashtabula BTA.
The I-79 corridor includes Sprint PCS Phase 3 coverage in BTA #287 - Meadville
PA and BTA #416 - Sharon PA. The coverage area for Horizon's I-79 corridor will
extend along Interstate 79 from Erie to meet Sprint PCS coverage near the
southern boundary of the Sharon BTA including the city of Meadville, PA.
Coverage will also extend along Interstate 80 from Sprint PCS's coverage near
the western boundary of the Sharon BTA east to the I-79 interchange including
the city of Sharon, PA.
The US 219 corridor includes Sprint PCS Phase 3 coverage in BTA #330 - Olean NY.
The coverage area for Horizon's US 219 corridor will extend along US 219 from
Sprint PCS's current coverage near the northern boundary of the Olean BTA south
to the village of Ellicotteville, NY.
Horizon Personal Communications
Exhibit 2.1 Build-out Plan Narrative Description
(Addendum V Revision/June 1, 2001)
Phase II Core Coverage consists of: BTA #412 Scranton PA
Specifically, Phase II Core Coverage in BTA #412-Scranton, PA will include the
following:
Coverage in the Scranton and Wilkes-Barre area along Interstate 81, northeast
from Nuangola up to Archbald, including the towns of Nanticoke, Moosic,
Kingston, Scranton, Wilkes-Barre and Dunmore.
Horizon Personal Communications
Exhibit 2.1 Build-out Plan Narrative Description
(Addendum V Revision/June 1, 2001)
Phase IIA consists of: BTA #360 Pottsville PA
BTA #412 Scranton PA
BTA #435 Stroudsburg PA
BTA #010 Allentown PA
BTA #321 New York NY
BTA #232Knoxville TN
The coverage area for Horizon's Northeastern Pennsylvania Cluster includes BTA
#412 - Scranton PA, BTA #360 - Pottsville PA, BTA #435 - Stroudsburg PA, BTA
#010 - Allentown PA (Carbon County), and BTA #321 - New York NY (Pike & Sussex
County). Coverage will extend along Interstate 81 from the southern boundary of
the Pottsville BTA northeast to the northern boundary of Scranton BTA including
the cities of Pottsville, Scranton, Wilkes-Barre, Hazelton and Carbondale.
Specifically, Phase IIA coverage in BTA #412-Scranton, PA will include the
following:
1. North along Interstate 380 from the northern border of Stroudsburg BTA #435
to the edge of Horizon's Phase 2 Scranton Wilkes-Barre core coverage.
2. South along Interstate 81 from Horizon's Phase 2 Scranton Wilkes-Barre core
coverage at Nuangola to the northern boundary of Pottsville PA BTA #360,
including the town of Hazleton.
3. East along Interstate 84 from the 380/84 interchange to the western border
of Pike County in New York, NY BTA #321.
4. South along Highway 476 from the 476/81 interchange to the northern border
of Carbon County in the Allentown, PA BTA #010.
5. East along Interstate 80 from the 81/80 interchange to the Carbon County
border in the Allentown, PA BTA #010.
6. Northwest along 29 from the Scranton core coverage area including the
Harvey's Lake area and the towns of Dallas, Noxen and Lehman.
7. North on Interstate 81 from the 380/81 interchange to the border of
Scranton BTA #435.
8. West of Honesdale on 6 to the Scranton core coverage, southeast to the
Scranton/Pike BTA border to include the town of Hawley and southwest along
the Pike county border to Interstate 84.
Coverage will also extend along Interstate 80 from the I-81 interchange eastward
to the southeastern boundary of the Stroudsburg BTA including the city of
Stroudsburg, along Interstate 84 from the I-81 interchange eastward to the
eastern boundary of Pike County including portions of Sussex County, and along
the entire length of Interstate 380. Additional coverage will be provided along
Pennsylvania Route 9 (Turnpike NE xtender) between Interstate 81 and Interstate
80 and in the eastern portion of Carbon County.
The I-40 Corridor includes BTA #232 - Knoxville TN. The I-40 corridor will
extend from Sprint PCS's coverage near the western boundary of Jefferson county
in the Knoxville BTA east on Interstates 40 and 81 to Horizon's coverage near
the eastern boundary of Knoxville BTA and will include the city of Morristown,
TN. Coverage also includes I-40 South to the North Cocke County Line.
Horizon Personal Communications
Exhibit 2.1 Build-out Plan Narrative Description
(Addendum V Revision/June 1, 2001)
Phase III consists of: BTA #117 Du Bois-Clearfield PA
BTA #215 Jamestown NY
BTA #328 Oil City-Franklin PA
BTA #330 Olean NY
BTA #360 Pottsville PA
BTA #416 Sharon PA
BTA #429 State College PA
BTA #437 Sunbury-Shamokin PA
BTA #475 Williamsport PA
BTA #412 Scranton, Wilkes-Barre, PA
BTA #360 Pottsville, PA
BTA #10 Allentown, PA
BTA #321 New York, NY
The I-80 corridor includes BTA #117 - Du Bois-Clearfield PA, BTA #328 - Oil
City-Franklin PA, BTA #416 - Sharon PA, BTA #429 - State College PA, BTA #437 -
Sunbury-Shamokin PA, and BTA #475 - Williamsport PA. The coverage area for
Horizon's I-80 corridor will extend from the I-79 interchange in the Sharon BTA
along Interstate 80 east to I-81 interchange in the Pottsville BTA including the
cities of Du Bois, Clearfield, State College, Williamsport, Shamokin, Sunbury
and nearby smaller communities and the primary highways (including I-180) that
connect them to I-80 as depicted on the Exhibit 2.1 map.
The I-86 corridor includes BTA #215 - Jamestown NY and BTA #330 - Olean NY. The
coverage area for Horizon's I-86 corridor will extend along I-86 (State Route
17) from Interstate 90 east to eastern boundary of the Olean BTA including the
cities of Jamestown, Salamanca and Olean. Coverage will also extend along US 62
from Jamestown south to Warren, PA; along US 6 from I-79 east to Warren, PA and
along US 219 from Ellicotteville south to Bradford, PA.
The coverage area for Horizon's Northeastern Pennsylvania Cluster and I-79
corridor will be enhanced to extend coverage to neighboring smaller communities
and connecting highways as depicted in the Exhibit 2.1 Map.
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