EX-10.3 5 dex103.txt ADDENDUM VII TO SPRINT PCS MANAGEMENT Exhibit 10.3 ADDENDUM VII TO SPRINT PCS MANAGEMENT AGREEMENT Manager: iPCS WIRELESS, INC. (f/k/a Illinois PCS, L.L.C.) Service Area BTAs: Bloomington, IL BTA # 46 Champaign-Urbana, IL BTA # 71 Clinton, IA-Sterling, IL BTA # 86 Danville, IL BTA # 103 Davenport, IA-Moline, IL BTA # 105 Decatur-Effingham, IL BTA # 109 Galesburg, IL BTA # 161 Jacksonville, IL BTA # 213 Kankakee, IL BTA # 225 LaSalle-Peru-Ottawa-Streator, IL BTA # 243 Mattoon, IL BTA # 286 Mt. Vernon-Centralia, IL BTA # 308 Peoria, IL BTA # 344 St. Louis, MO (partial) BTA # 394 Springfield, IL BTA # 426 Grand Island-Kearney, NE BTA # 167 Hastings, NE BTA # 185 Lincoln, NE (partial) BTA # 256 Norfolk, NE BTA # 323 Omaha, NE (partial) BTA # 332 Burlington, IA BTA # 61 Des Moines, IA (partial) BTA # 111 Dubuque, IA BTA # 118 Fort Dodge, IA BTA # 150 Marshalltown, IA BTA # 283 Mason City, IA BTA # 285 Ottumwa, IA BTA # 337 Waterloo-Cedar Falls, IA BTA # 462 Battle Creek, MI (partial) BTA # 33 Grand Rapids, MI BTA # 169 Lansing, MI (partial) BTA # 241 Mount Pleasant, MI BTA # 307 Muskegon, MI BTA # 310 Saginaw-Bay City, MI BTA # 390 Traverse City, MI BTA # 446 Cedar Rapids, IA BTA # 70 Iowa City, IA BTA # 205 This Addendum VII (this "Addendum"), dated as of August 26, 2002, contains certain additional and supplemental terms and provisions of that certain Sprint PCS Management Agreement entered into as of January 22, 1999, by the same parties as this Addendum, which Management Agreement, as amended by various addenda to date (the Sprint PCS Management Agreement, as amended to date, 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. 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 and Exhibits of the Management Agreement unless otherwise noted. The Management Agreement is modified as follows: 1. Change in Spectrum Range. WirelessCo and SprintCom are negotiating with AT&T Wireless PCS, LLC ("AWE") regarding a licensed spectrum swap (the "Proposed Transaction"), a portion of which includes WirelessCo giving 10 MHz (the 1880 to 1885 to 1960 to 1965 frequency ranges) in the Waterloo-Cedar Falls, Iowa BTA (BTA No. 462) (the "Waterloo Spectrum") to AWE in exchange for AWE giving 10 MHz (the 1860 to 1865 and 1940 to 1945 frequency ranges) in the Champaign-Urbana, Illinois (BTA No. 71) (the "Champaign Spectrum") to WirelessCo. If Sprint PCS provides written notice to Manager that the Proposed Transaction has been consummated, then (i) Manager will no longer have the right to use the Waterloo Spectrum, (ii) Manager may use the Champaign Spectrum, and (iii) all Sections of this Addendum will be in full force and effect without further action on the part of any party to this Addendum. 2. Build-out Schedule. Manager's network build-out for the Champaign Spectrum must comply with the Federal Communications Commission's build-out requirements set forth in 47 C.F.R. 24.203 and 24.714(f), as in effect on the required date for compliance with such requirements. 3. Microwave Relocation. Manager will reimburse Sprint PCS for all costs associated with Sprint PCS' clearing of interfering microwave sources in the Champaign Spectrum. 4. Disaggregation. Manager will complete the retuning and disaggregation (the "Disaggregation") of its Service Area Network in the Waterloo-Cedar Falls, Iowa BTA from 30 MHz to 20 MHz within 90 days after the FCC approves the Proposed Transaction (the "Completion Period"). If Manager does not complete the Disaggregation within the Completion Period, the indemnification obligations of Manager to Sprint PCS and Sprint set forth in Article 13 of the Management Agreement will apply for any and all claims resulting from Manager's failure to complete the Disaggregation by the end of the Completion Period. 5. Consideration. Each of Sprint PCS, WirelessCo and Manager believe that the Proposed Transaction will further their respective business interests and no other consideration is required to consummate the agreements set forth in this Addendum. 6. Expenses. Each of Sprint PCS, WirelessCo, and Manager will bear its own costs and expenses incurred in connection with the Proposed Transaction (other than microwave relocation costs incurred by Sprint PCS, which will be borne as described in paragraph 3 of this Addendum), including, without limitation, the negotiation and preparation of this Addendum and the definitive addendum evidencing the change in licensed spectrum. 7. Right to Terminate. If the Proposed Transaction has not been consummated by the close of business on June 30, 2003, Manager may give written notice to Sprint PCS of Manager's termination of this Addendum. Such termination will be effective upon receipt by Sprint PCS. 8. Counterparts. This Addendum may be signed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. 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 M. Mateer -------------------- Thomas E. Mateer Vice President - Affiliations WirelessCo, L.P. By:/s/ Thomas M. Mateer -------------------- Thomas E. Mateer Vice President - Affiliations SprintCom, Inc. By:/s/ Thomas M. Mateer --------------------- Thomas E. Mateer Vice President - Affiliations Sprint Communications Company L.P. By:/s/ Mike Goff --------------------------- Name: Mike Goff Title: VP-Corporate Brand Management iPCS Wireless, Inc. By: /s/ Thomas M. Dougherty -------------------------- Name: Thomas M. Dougherty Title: President & CEO