EXHIBIT 10.11
ADDENDUM III
TO
SPRINT PCS MANAGEMENT AGREEMENT
Manager: Shenandoah Personal Communications Company,
a Virginia corporation
Service Area: Hagerstown, MD-Chambersburg, PA-Martinsburg, WV BTA
Winchester, VA BTA
Harrisonburg, VA BTA
Washington DC BTA (Jefferson County, WV only)
Harrisburg, PA BTA
York-Hanover, PA BTA
Altoona, PA BTA
This Addendum III (this "Addendum"), dated as of September 26, 2001),
contains certain additional and supplemental terms and provisions of that
certain (a) Sprint PCS Management Agreement entered into as of November 5, 1999,
by the same parties as this Addendum, which Management Agreement was further
amended by that certain Addendum I dated November 5, 1999 and Addendum II dated
August 31, 2000 (the Sprint PCS Management Agreement, as amended, 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 and the Other Sprint Agreements. Except for express
modification made in this Addendum, the Management Agreement and the Other
Sprint Agreements continue in full force and effect.
Capitalized terms used and not otherwise defined in this Addendum have the
meaning ascribed to them in the Management Agreement. Section and Exhibit
references are to Sections and Exhibits of the Management Agreement unless
otherwise noted.
The Management Agreement and the Other Sprint Agreements are modified as
follows:
1. Revised Build-Out Plan.
(a) Revised Exhibits. The Amended Exhibit 2.1 Build-out Plan Description,
Build-out Plan Table, and Build-out Plan Map (Revised Effective September 26,
2001) (the "Amended Exhibit 2.1") attached to this Addendum supersedes and
replaces in its entirety the Exhibit 2.1 Build-out Plan Phase Description,
Build-out Plan Table, and Build-out Plan Map in the Management Agreement dated
November 5, 1999. Amended Exhibit 2.1 includes:
(i) Build-out Plan Table which sets forth the Completion Date and
covered population requirements, and
(ii) Build-out Plan Description; and
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(iii) Build-out Plan Map.
2. 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.
3. 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
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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
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IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be
executed by their respective authorized officers as of the date and year first
above written.
Sprint Spectrum L.P.
By: /S/ Thomas E. Mateer
-------------------------------
Thomas E. Mateer
Vice President - Affiliations
WirelessCo, L.P.
By: /S/ Thomas E. Mateer
-------------------------------
Thomas E. Mateer
Vice President - Affiliations
APC PCS, LLC
By: /S/ Thomas E. Mateer
-------------------------------
Thomas E. Mateer
Vice President - Affiliations
PhillieCo, L.P.
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
Shenandoah Personal
Communications Company
By: /S/ Christopher E. French
-------------------------------
Christopher E. French
President
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