Exhibit 10.19.2
AMENDMENT NO. 1
TO
ROAMING ADMINISTRATION SERVICE AGREEMENT
AMENDMENT NO. 1 TO ROAMING ADMINISTRATION SERVICE AGREEMENT ("Amendment")
made this 13th day of November, 2000, by and between AT&T Wireless Services,
Inc. ("AWS"), a Delaware corporation, with its principal place of business at
7277 164th Avenue NE, Redmond, Washington 98052, and TeleCorp PCS, Inc.
("TeleCorp"), a Delaware corporation, with its principal place of business at
1010 N. Glebe Road, Arlington, Virginia 22201. Certain capitalized terms used
herein and not otherwise defined have the meaning assigned to such term in the
Roaming Agreement (defined below).
WHEREAS, AWS and TeleCorp are party to that certain Roaming Administration
Services Agreement, dated as of July 17, 1998 (the "Roaming Agreement"),
pursuant to which TeleCorp receives certain benefits under Intercarrier Roaming
Services Agreements between AWS and other providers of wireless
telecommunications service.
WHEREAS, TeleCorp has entered into an Agreement and Plan of Reorganization
and Contribution with Tritel, Inc. and AWS, dated as of February 28, 2000, as
amended (the "Merger Agreement") pursuant to which, among other things, TeleCorp
will acquire rights to acquire certain PCS licenses covering portions of
Wisconsin, Iowa and Michigan as more fully described in the Contribution (as
such term is defined in the Merger Agreement) and the Merger Agreement;
WHEREAS, TeleCorp and certain of its affiliates have entered into an Asset
Exchange Agreement and AWS, dated as of February 28, 2000 (the "Asset Exchange
Agreement") pursuant to which, among other things, TeleCorp will exchange
certain PCS licenses covering portions of Massachusetts and New Hampshire for
PCS licenses or rights to acquire PCS licenses covering portions of Iowa,
Wisconsin and Michigan as more fully described in the Asset Exchange Agreement;
WHEREAS, the Company and AWS entered into a letter agreement dated February
28, 2000 (the "Letter Agreement"), pursuant to which, among other things, AWS
agreed that the Company may acquire PCS Licenses covering all or any portion of
the Des Moines-Quad Cities MTA as more fully described in the Letter Agreement;
and
WHEREAS, pursuant to the Letter Agreement, AWS agreed to expand or
contract, as applicable, the territory to which the Roaming Agreement applies to
include (or exclude, as applicable) the territories covered by the licenses
transferred to (or by) the Company or an Affiliate (i) pursuant to the Asset
Exchange Agreement, (ii) pursuant to the Contribution; and (iii) solely upon the
closing of an acquisition of a PCS license covering the Des Moines-Quad Cities
MTA pursuant to the Letter Agreement (in addition to those acquired under the
Asset Exchange Agreement), the portion of the Des Moines-Quad Cities MTA covered
by such License.
NOW THEREFORE, in consideration of the mutual promises and covenants herein
contained and for other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
1. Amendment to Territories. Exhibit A to the Roaming Agreement is hereby
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deleted in its entirety and replaced with Exhibit A attached.
2. Amendment to "Other Wireless Carrier's Exhibit." Exhibit A-l to the Roaming
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Agreement is hereby deleted in its entirety and replaced with Exhibit A-1
attached.
3. Severability of Provisions. Any provision of this Amendment which is
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prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or remaining provisions hereof or affecting the
validity or enforceability of such provision in any other jurisdiction.
4. Agreement to Remain in Full Force and Effect. This Amendment shall be
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deemed to be an amendment to the Roaming Agreement. All references to the
Roaming Agreement in any other agreements or documents shall on and after
the date hereof be deemed to refer to the Roaming Agreement as amended
hereby. Except as amended hereby, the Roaming Agreement shall remain in full
force and effect and is hereby ratified, adopted and confirmed in all
respects.
5. Heading. The headings in this Amendment are inserted for convenience and
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identification only and are not intended to describe, interpret, define or
limit the scope, extent or intent of this Amendment or any provision
thereof.
6. Counterparts. This Amendment may be executed in counterparts, each of which
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shall be deemed an original, but all of which together shall constitute one
and the same instrument.
7. Governing Law. This Amendment shall be construed in accordance with the
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laws of the State of Washington without reference to the choice of law
principles, except as subject to the United States Arbitration Act and the
Federal Communications Act, each as amended.
[signature page follows]
Executed as of the date first written above.
AT&T WIRELESS SERVICES, INC.
By /s/ Joseph Stumpf
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Name: Joseph Stumpf
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Its: Vice President-Acquisitions and Development
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TELECORP PCS, INC.
By /s/ Thomas H. Sullivan
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Name: Thomas H. Sullivan
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Its: President, Treasurer and Secretary
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EXHIBIT A
PCS Systems constructed or to be constructed in the TeleCorp Territory (as such
term is defined in that certain Stockholder's Agreement, dated as of November
13, 2000 ("Stockholder's Agreement"), among TeleCorp, AT&T Wireless and the
other parties signatory thereto) in accordance with the terms of the
Stockholder's Agreement, as such agreement may be amended from time to time.
Exhibit A-1
Other Wireless Carriers
Effective 10/30/00
CARRIER_NAME
ABIATAR SA
ADVANTAGE SYSTEMS
AERIAL COMMUNICATIONS
AIRCELL
AIRTOUCH CELLULAR
NEW VECTOR
AIRTOUCH GREAT LAKES
KINI
FRONTIER CELL OF ALABAMA
ALLTEL
AMERICAN CELLULAR WIRELESS
AMERICAN MOBILE SATELLITE
AMERITECH
APPALACHIAN CELLULAR
ARCTIC SLOPE CELLULAR
AT&T WIRELESS SVCS
ATL-BRAZIL
ATT MOBILITY
AWZ CELLULAR
BAJA CELLULAR
BELL ATLANTIC MOBILE
BELL MOBILITY CELLULAR
BELLSOUTH CELLULAR
BELLSOUTH MOBILITY
CELLULAR ONE OF INDIANAPOLIS
TELCEL VENEZUELA
BELLSOUTH INTERNATIONAL
BELLSOUTH ECUADOR
BSC PANAMA
BCP TELECOMMUNICATIONS
BELLSOUTH CHILE
BELLSOUTH NICARAGUA
BERMUDA DIGITAL
BLUEGRASS CELLULAR
BRAZOS CELLULAR
BTC MOBILITY
C-1 COLUMBIA TN
C-1 EAST CENTRAL ILLINOIS
C-1 GREAT LAKES OF IOWA
C-1 MUSTANG
C-1 NE COLORADO
C-1 SW FLORIDA
CABLE & WIRELESS-CARIBBEAN
CABLE AND WIRELESS HKT
CABLE AND WIRELESS-JAMAICA
CAL-NORTH CELLULAR
CANTEL
CAROLINA WEST
CC CELLULAR
CCPR
CEDETEL
CELCARIBE S.A.
CELLOM
CELLCOM ISRAEL
CELLULAR CONNECTION
CELLULAR MOBILE SYSTEMS
CELLULAR ONE AMARILLO
CELLULAR SOUTH
CELLULAR THREE
CELLULAR XL ASSOC, L.P.
CELLULINK
CELUMOVIL S.A.
ALLEGAN CELLULAR
CENTENNIAL CELLULAR CORP
CENTRAL WIRELESS
CENTURYTEL
CFW CELLULAR
CHARITON VALLEY WIRELESS
CIS
CITIZENS MOHAVE CELL
CJD CELLULAR
COASTEL COMMUNICATIONS
COCELCO
COMCAST CELLULAR
COMCEL
COMMNET CELLULAR INC
CORDOVA WIRELESS
CORRCOMM
CROSS COUNTRY CELLULAR
CTC STARTEL
CTE PERSONAL EL SALVADOR
CTI MOVIL-ARGENTINA
DIGITAL CELLULAR - TX
C-1 DOBSON
SANTA CRUZ CELL.
DCS OF KS/MO
C-1 NW OKLAHOMA
DOBSON CELLULAR
C-1 FREDERICK
SYGNET COMM INC.
DOUGLAS TELECOMMUNICATIONS
EXPRESS TELECOM-PHILLIPINES
FARMERS CELLULAR
FIRST CELLULAR OF S. ILLINOIS
FIVE STAR WIRELESS
GAIA, INC
GOLDEN STATE CELLULAR
GSN
GTE MOVILNET
GTE WIN 4
GTE WIRELESS
GUAM TELEPHONE AUTHORITY
HARGRAY WIRELESS
HAWAIIAN WIRELESS
HIGHLAND CELLULAR
HOUSTON CELL.
ILLINOIS VALLEY CELLULAR
INDUS
IUSACELL
KENTUCKY CELLULAR
LARSEN CELLULAR
LEACO
MACTEL CELLULAR SYSTEM
MAINE CELLULAR
METACOMM CELLULAR
MID-MISSOURI CELLULAR
MID-SOUTH CELLULAR
MID-TEX CELLULAR
MIDWEST WIRELESS
MINIPHONE
MINNESOTA SOUTHERN WIRELESS
MOBIKOM
MOBILETEL
MOCELL
MOVICOM
MOVITEL
NORTHWEST MISSOURI CELLULAR
NYNEX
OCCEL
OKLAHOMA W. CELLULAR
PACE COMMUNICATIONS
PC MANAGEMENT, INC.
PETROCOM
PINE CELLULAR
PIONEER/ENID CELLULAR
PLATEAU WIRELESS
POKA LAMBRO TELECOMMUNICATIONS
PORTATEL
POWERTEL
PRICE COMMUNICATIONS
PRIMECO
PTSI CELLULAR
INTERCEL
PUBLIC SERVICE
PUERTO RICO CELLULAR
QUEBEC TELEPHONE CELL
QUICK CALL CELLULAR
RADIOFONE
RAMCELL OF OREGON
RFB CELLULAR
RCC HOLDINGS INC
RURAL CELLULAR
SAGE BRUSH CELLULAR
SE INDIANA CELLULAR
SETEL
SINGTEL MOBILE
SMITH BAGLEY
SOUTH CAROLINA CELLULAR
SPRINT PCS
STAR CELLULAR
STERLING CELLULAR
SUSSEX CELLULAR
CHICAGO CELL 1
SNET CELLULAR
NEW YORK/SWB
SWB
SYRACUSE/UTICA
BOSTON CELL ONE
C-1 WASH/BALT
TELCEL
TEL-CEL--ST MARTIN
TELE2000
TELECEL BOLIVIA
TELECEL PARAGUAY
TELECOM MOBILE
TELECOM PERSONAL S.A.
TELEFONICA DE EL SALVADOR
TELEFONICA DEL PERU
TELEMOVIL EL SALVADOR
TELESP - BRAZIL
TELET- BRAZIL
TEXAS CELLULAR
TRITON
U.S. CELLULAR
U.S. UNWIRED
UBET WIRELESS
UNIFON-ARGENTINA
UNION TELEPHONE
UNITEL INC.
UNKNOWN CARRIER
US WEST PCS
USA TEL
VALLEY TELECOMMUNICATIONS
VIRGINIA 10 LP
VIRGINIA CELLULAR
VITELCOM
WEST CENTRAL WIRELESS
VOICESTREAM WIRELESS
AMERICAN RURAL CELLULAR
WESTERN WIRELESS
WESTEX CELL
WIRELESSNORTH PCS
X-CELL CELLULAR
XIT CELLULAR
YORKVILLE TELEPHONE