EX-10.11 75 a2041925zex-10_11.txt EXHIBIT 10.11 Exhibit 10.11 INTERCARRIER ROAMER SERVICE AGREEMENT THIS AGREEMENT dated as of the 16th day of September, 2000, is by and between BellSouth Cellular National Marketing Inc., sometimes referred to as "BSCNM", and Dobson Cellular Systems, Inc. as owner and/or manager of the markets listed on Exhibit A, sometimes referred to as "Dobson", on behalf of those general and limited partnerships set forth in Appendix I, attached hereto and hereby incorporated herein. The partnerships listed in Appendix I as the "BSCNM Licensees and Permittees" are herein referred to as the "BSCNM Parties," or "BSCNM". The partnerships listed in Appendix I as the "Dobson Licensees and Permittees" are herein referred to as the "Dobson Parties" or "Dobson". RECITAL WHEREAS, the Parties desire to make arrangements to facilitate the provisions of commercial mobile radio service to Roamers in accordance with the "General Terms and Conditions of Roaming," attached hereto as Appendix II and "Operating Procedures," attached hereto as Appendix III (Appendix II and Appendix III are hereby incorporated herein and such Appendices and all attachments here to are referred to as the "General Terms"). NOW, THEREFORE, in consideration of the mutual promises herein set forth and intending to be legally bound hereby, the Parties do hereby agree as follows: 1 MUTUAL AGREEMENT 1. Under the conditions set forth herein, the Parties agree to be bound by the General Terms attached hereto, as they may be properly amended from time to time. 2. The Home Carrier shall be liable to the Serving Carrier in accordance with Paragraph 2.1 of Appendix II for all of the service and pass-through charges for all calls chargeable to the Home Carrier's customers (including the customers of its resellers) and invoiced by the Serving Carrier to the Home Carrier as specified in Appendix II. 3. In the event that roaming becomes technically or administratively impracticable on any Party's system(s) or if an unacceptable level of unauthorized use occurs, either Party may suspend this Agreement, pursuant to Paragraph 4.2 and Section VI of Appendix II by written notice to the other. In such event, the Home Carrier will notify its customers no later than the next bill of the suspension of service. In the event that such notice is required, the Home Carrier shall consult with the Serving Carrier regarding the content of such notice and incorporate all reasonable suggestions made by the Serving Carrier with respect to such notice. In addition, the Serving Carrier, when communicating with the customers of the Home Carrier, will use an explanation for the suspension of service mutually agreed upon. In the specific event that the impracticability of service is caused by the testing or commercial service of a carrier other than the Serving Carrier operating in the area served by the Serving Carrier and where the Serving Carrier is not, in any respect, responsible for the impracticability, the Home Carrier may include with its notice to its customer the-following statement: 2 "NOTICE" Previously you have been able to obtain service as a roamer on BSCNM's system. Presently, you may experience difficulty in using your service. This is because (INTERFERING CARRIER) is now [testing/operating] its commercial mobile radio system, and the difficulty is not the fault of BellSouth Cellular National Marketing Inc. 4. The notices referred to in Paragraph 10.1 of Appendix II should be sent to: BellSouth Cellular National Marketing Inc. Manager of Intercarrier Services 5600 Glenridge Drive, Suite G425 Atlanta, Georgia 30342 And Dobson Cellular Systems, Inc. Attn: Intercarrier Service Dept. 13439 N Broadway Ext., Suite 100 Oklahoma City, OK 73114 Notices given pursuant to Article VI and VII of Appendix II should be sent to: BellSouth Cellular National Marketing Inc. Manager of Intercarrier Services 5600 Glenridge Drive, Suite G425 Atlanta, Georgia 30342 And Dobson Cellular Systems, Inc. Attn: Intercarrier Service Dept. 13439 N Broadway Ext., Suite 100 Oklahoma City, OK 73114 3 5. The Parties each hereby represent and warrant that (a) they have been authorized to enter into this Agreement. Each of the Parties, respectively, is a Licensee or Permittee of the Domestic Public Commercial Mobile Radio Telecommunications System(s) and Station(s)shown on the attached Appendix I serving the area(s) referred to therein or is authorized to enter into this Agreement on behalf of each such Licensee or Permittee. The Parties may from time to time hereafter seek to amend Appendix I of this Agreement to add and/or delete a Licensee or Permittee of a Domestic Public Commercial Mobile Radio Telecommunication System(s) and Station(s). The parties upon written notice to the other and with the consent of the other (which consent shall not be unreasonably withheld), in which event this Agreement shall become effective between such additional Party or Parties and all the existing Parties hereto, less any such deleted Party or Parties, as of the date set forth in an agreed upon amended Appendix I. 6. In the event that at least one of the Parties is a non - United States Commercial Mobile Radio Carrier, then Appendix IV (Foreign Commercial Mobile Radio Carrier) shall be attached hereto and made a part of this Agreement. IN WITNESS WHEREOF, the undersigned have duly executed this Agreement. The effective date is entered on Page 1, first Paragraph. BELLSOUTH CELLULAR NATIONAL MARKETING INC. Dobson Cellular Systems, Inc. By: Pat T. Bows By: Ronald L. Ripley ---------------------------------- ------------------------------- Title: Director of Wholesale [ILLEGIBLE] Title: Vice President ------------------------------- ---------------------------- Date: 9/6/00 Date: August 28, 2000 --------------------------- ----------------------------- 4 Effective Date of Appendix I: , 2000 --------------------- Page 1 APPENDIX I TO INTERCARRIER ROAMER SERVICE AGREEMENT BETWEEN BELLSOUTH CELLULAR NATIONAL MARKETING INC. (BSCNM) AND DOBSON CELLULAR SYSTEMS, INC. (DOBSON) SYSTEM STATION SERVICE VERIF. TALK/ BATCH/ COVERED SID/BID AREA TYPE LISTEN REAL-TIME ------- ------- ---- ---- ------ --------- SEE ATTACHMENT B FOR A LISTING OF ALL BELLSOUTH SIDS COVERED BY THIS AGREEMENT AT EXECUTION. PLEASE COMPLETE THIS SECTION FOR YOUR COMPANY LISTING ALL SIDS/BIDS COVERED BY THIS AGREEMENT OR ATTACH A LISTING IN A FORMAT OF YOUR CHOICE. 5 EXHIBIT A: DOBSON CELLULAR SYSTEMS, INC. MARKETS INCLUDED
SID CITY STATE MSA/RSA MARKET OWNER --- ---- ----- ------- ------------ 1592 Cheyenne OK RSA 5 & 7 Dobson Cellular Systems, Inc. 30382 Borger TX TX 2 Dobson Cellular Systems, Inc. 1072 Imperial Valley CA RSA 7 Dobson Cellular Systems, Inc. d/b/a AirTouch 1559 Sandusky OH RSA 2 Dobson Cellular Systems, Inc. d/b/a AirTouch 341 Enid OK MSA Dobson Cellular Systems, Inc. d/b/a CellularOne 1017 Fairbanks AK RSA 1 Dobson Cellular Systems, Inc. d/b/a CellularOne 1023 Kingman Az RsA 1 Dobson Cellular Systems, Inc. d/b/a CellularOne 1065 Merced CA RSA 4 Dobson Cellular Systems, Inc. d/b/a CellularOne 1251 Leavenworth KS RSA 5 Dobson Cellular Systems, Inc. d/b/a CellularOne 1321 Deep Creek MD RSA 1 Dobson Cellular Systems, Inc. d/b/a CellularOne 1325 Frederick MD RSA 3 Dobson Cellular Systems, Inc. d/b/a CellularOne 1335 Traverse City MI RSA 3 Dobson Cellular Systems, Inc. d/b/a CellularOne 1349 Caro MI RSA 10 Dobson Cellular Systems, Inc. d/b/a CellularOne 1395 Maryville MO RSA 1 Dobson Cellular Systems, Inc. d/b/a CellularOne 1401 Cameron MO RSA 4 Dobson Cellular Systems, Inc. d/b/a CellularOne 1401 Linn County MO RSA 5 Dobson Cellular Systems, Inc. d/b/a CellularOne 1707 Brownwood TX RSA 9 Dobson Cellular Systems, Inc. d/b/a CellularOne 1709 Corsicana TX RsA 10 Dobson Cellular Systems, Inc. d/b/a CellularOne 1721 El Campo TX RSA 16 Dobson Cellular Systems, Inc. d/b/a CellularOne 1971 Juneau AK RSA 3 Dobson Cellular Systems, Inc. d/b/a CellularOne 26319 Eastern Shore MD RSA 2 Dobson Cellular Systems, Inc. d/b/a CellularOne 30247 Madera CA RSA 4 Dobson Cellular Systems, Inc. d/b/a CellularOne 30337 Woodward OK RSA 2 Dobson Cellular Systems, Inc. d/b/a CellularOne 30879 San Benito CA RSA 4 Dobson Cellular Systems, Inc. d/b/a CellularOne 30891 Hagerstown MD MSA Dobson Cellular Systems, Inc. d/b/a CellularOne 30893 Cumberland MD MSA Dobson Cellular Systems, Inc. d/b/a CellularOne 30895 Bedford PA RSA 10W Dobson Cellular Systems, Inc. d/b/a CellularOne 30953 Cameron TX RSA 10 Dobson Cellular Systems, Inc. d/b/a CellularOne 30969 Marble Falls TX RSA 10 Dobson Cellular Systems, Inc. d/b/a CellularOne 31045 Sitka AK RSA 3 Dobson Cellular Systems, Inc. d/b/a CellularOne 31047 Ketchikan AK RSA 3 Dobson Cellular Systems, Inc. d/b/a CellularOne 1032 Casa Grande Az RSA 5 Gila River Cellular General Partnership d/b/a AirTouch 30017 Santa Cruz CA MSA Santa Cruz Cellular Telephone, Inc. d/b/a CellularOne 89 Youngstown OH MSA Sygnet Communications, Inc. d/b/a CellularOne 1509 Jamestown NY RSA 3 Sygnet Communications, Inc. d/b/a CellularOne 1611 Meadville PA RSA 1 Sygnet Communications, Inc. d/b/a CellularOne 1621 Lawrence PA RSA 6 Sygnet Communications, Inc. d/b/a CellularOne 1623 Indiana PA RSA 7 Sygnet Communications, Inc. d/b/a CellularOne 30067 Erie PA MSA Sygnet Communications, Inc. d/b/a CellularOne 30303 Butler PA RSA 6 Sygnet Communications, Inc. d/b/a CellularOne 30395 Sharon PA MSA Sygnet Communications, Inc. d/b/a CellularOne 30397 Poland OH MSA Sygnet Communications, Inc. d/b/a CellularOne 30421 East Liverpool OH RSA 11 Sygnet Communications, Inc. d/b/a/ CellularOne 6 EXHIBIT A: DOBSON CELLULAR SYSTEMS, INC. MARKETS INCLUDED 30471 Clarion PA RSA 6 Sygnet Communications, Inc. d/b/a CellularOne 30495 Batavia NY RSA 3 Sygnet Communications, Inc. d/b/a CellularOne 30497 Bath/Corning NY RSA 3 Sygnet Communications, Inc. d/b/a CellularOne 30503 Warren PA RSA 1 Sygnet Communications, Inc. d/b/a CellularOne 30627 Olean NY RSA 3 Sygnet Communications, Inc. d/b/a CellularOne MANAGED MARKETS 1339 Manistee MI RSA 5 Managed for Radiofone ACC MARKETS 245 Alton IL MSA American Cellular Corporation 1283 Richmond KY RSA 6 American Cellular Corporation 1793 Morgantown WV RSA 3 American Cellular Corporation 26129 Zanesville OH RSA 7 American Cellular Corporation 26135 Uniontown PA RSA 9 American Cellular Corporation 26137 Roanoke WV RSA 2 American Cellular Corporation 26147 Monticello NY RSA 5 American Cellular Corporation 26149 Cobleskill NY RSA 5 American Cellular Corporation 26329 Deposit NY RSA 5 American Cellular Corporation 26335 Orange County NY MSA American Cellular Corporation 26337 Marinette WI RSA 4 American Cellular Corporation 26339 Oconta/Shawano WI RSA 4 American Cellular Corporation 26343 Warwick NY MSA American Cellular Corporation 26363 Menomonie WI RSA 5 American Cellular Corporation 26369 Hudson NY RSA 6 American Cellular Corporation 26371 Poughkeepsie NY MSA American Cellular Corporation 26377 W Mt. Hope NY MSA American Cellular Corporation 26435 Morristown TN RSA 4 American Cellular Corporation 30463 Radcliff KY RSA 4 American Cellular Corporation 30785 Maysville KY RSA 8 American Cellular Corporation 30787 Glasglow KY RSA 5 American Cellular Corporation 30797 Bemidji MN RSA 2 American Cellular Corporation 30845 Int'l Falls MN RSA 3 American Cellular Corporation 30923 Duluth MN MSA American Cellular Corporation 30927 Eau Claire WI MSA American Cellular Corporation 30929 Wausau WI MSA American Cellular Corporation 30931 Marquette MI RSA 1 American Cellular Corporation 30935 Rhinelander WI RSA 3 American Cellular Corporation 30937 Brainerd MN RSA 6 American Cellular Corporation 30945 Rice Lake WI RSA 1 American Cellular Corporation 30973 Fergus Falls MN RSA 5 American Cellular Corporation
7 APPENDIX II TO INTERCARRIER ROAMER SERVICE AGREEMENT BETWEEN BELLSOUTH CELLULAR NATIONAL MARKETING INC. AND DOBSON CELLULAR SYSTEMS. INC. GENERAL TERMS AND CONDITIONS FOR ROAMING DEFINITIONS A. The "Agreement" means the Intercarrier Roamer Service Agreement, including all appendices attached thereto, to which these General Terms and Conditions for Roaming are attached. B. The phrase "commercial mobile radio service" means domestic public commercial mobile radio telecommunications service. C. "Home Carrier" means a Party who is providing commercial mobile radio service to its registered customers in a geographic area Where it holds a license or permit for a domestic public commercial mobile radio telecommunication system and station. D. "Serving Carrier" means a Party who provides commercial mobile radio service for registered customers of another Party while such customers are out of their Home Carrier's geographic area and in the geographic area where the Serving Carrier holds a license or permit for a domestic public commercial mobile radio telecommunication system and station. E. "Roamer" means a customer who seeks commercial mobile radio service in geographic area outside of the area served by the Party with whom it is registered. 8 F. "Authorized Roamer" means a roamer using equipment with the NPA/NXX combination listed in accordance with Paragraph 3.1 of this Appendix II (except as specified in Paragraph 3.2 hereof) for whom the Serving Carrier has not received a negative notification in accordance with the provisions of Article III hereof G. "CIBER" means Cellular Intercarrier Billing Exchange Record. H. "CIBER RECORD" means the publication prepared by CIBERNET Corporation, a wholly-owned subsidiary of the Cellular Telecommunications Industry Association, as a service to the commercial mobile radio service industry. I. "ESN" means the Electronic Serial Number that is "burned" in the customer's commercial mobile telephone set by the manufacturer. J. "MN" means the "Mobile Identification Number" which is assigned by a Home Carrier to each of its registered customers. K. "NPA/NXX combinations" means the six digit numerical combinations assigned by regulatory authorities to identify the area code and prefix for commercial mobile radio service. L. "Authorized Receipt Point" or "AR')" means the location or address of the party designated by the "Home Carrier" as the delivery point for its CIBER records and authorized agent for performing CIBER edits. M. "Clearinghouse" means that entity which provides for the exchange of CIBER record and performs industry accepted CIBER edits, including edits to verify Industry Negative File Information. N. The phrase "approved CIBERNET Negative File Guidelines" means the negative file guidelines appearing in the CIBER Record in effect from time to time. O. Unless specifically provided otherwise in the Agreement, all words and phrases 9 defined in the CIBER Record shall have the meaning herein that they have therein. P. "Industry Negative File" means the negative file maintained by the authorized Clearinghouses in accordance with approved CIBERNET Negative File Guidelines. PROVISIONS I. PROVISION OF SERVICE 1.1 Each Party shall provide, to any Authorized Roamer who so requests, commercial mobile radio service in accordance with its own tariffs and with the terms and conditions of this Agreement. 1.2 Notwithstanding anything in this Agreement to the contrary, a Serving Carrier may suspend or terminate service to an Authorized Roamer in accordance with the terms of its own tariffs, but such suspension or termination shall not affect the rights and obligations of the Parties for service tarnished hereunder prior to such termination or suspension. 1.3 In connection with its service to Roamers, no Serving Carrier shall use recorded announcements or other inducements for an Authorized Roamer to discontinue the Commercial Mobile Radio Service of its Home Carrier or, unless otherwise authorized herein, Roamer's use of a Serving Carrier's system. II. DIVISION OF REVENUE 2.1 Each Home Carrier, whose customers (including the customers of its resellers) receive commercial mobile radio service from a Serving Carrier as Authorized Roamers under this Agreement, shall pay to the Serving Carrier who provided such commercial mobile radio service 100% of the Serving Carrier's charges for commercial mobile radio service and one hundred percent (100%) of pass-through charges (i.e., any toll or other charges owed by the Serving Carrier hereunder to any toll or other carrier in connection with providing such commercial mobile radio services) regardless of whether these amounts are paid to the Home Carrier by its customers. 10 III. EXCHANGE OF INFORMATION 3.1 Attachment A to this Appendix II is a list furnished by the respective Parties of the valid NPA/NXX combinations used by their respective customers. These combinations shall be accepted by the other Parties. Each NPA/NXX combination is and shall be within the entire line range (0000-9999), or a specified portion thereof, in accordance with Appendix III. Each Party shall be responsible for all billings otherwise properly made under this Agreement to any number listed by such Party within the range or ranges specified by it in Attachment A. Additions, deletions, or changes to NPA/NXX combinations and line number range(s) for their respective customers shall be sent by each Party to the other Parties in the form of an amendment to Attachment A, with an effective date as defined in Appendix Ill. 3.2 Each Party shall provide to each other Party, or their respective authorized representatives, a list of MIN's from among those within the NPA/NXX combination(s) indemnified pursuant to Paragraph 3.1 hereof and of ESN's of the commercial mobile radio telephones to which the other Parties are not authorized to provide commercial mobile radio service pursuant to this Agreement, which shall be entered into the Industry Negative File. The approved CIBERNET Negative File Guidelines shall be the governing criteria for all Parties. Thereafter, from time to time, each Party shall notify each other Party or their respective authorized representatives, of all additions to, and deletions from, these lists for the customers of that particular Party. Such notifications shall be made during the normal business hours of the Parties, via the Clearinghouse, by the means set forth in Appendix III and shall be in the form mutually agreed upon, and effective as defined in Appendix III. 3.2.1 Each Party hereby agrees to indemnify the other Party, together with their partners and any and all of their officers, directors, employees, agents and/or affiliates, against, and hold them harmless from, any and all claims, suits, demands, losses and expenses, including attorneys' fees and disbursements, which may result in any way whatsoever from the indemnified Party's denial of Roamer or local commercial mobile radio service to any commercial mobile radio telephone which has been listed 11 (pursuant to the preceding Paragraph 3.2 hereof) by the indemnifying party as not being authorized to receive service. 3.2.2 Each Party, due to system limitations, may purge or delete numbers of its customers from the lists as referred to in Paragraph 3.2 hereof, but in all such cases, such purging or deletion must be done in accordance with the approved CIBERNET Negative File Guidelines. If purging or deletion of numbers is done prior to the time frames established, or through procedures not otherwise set forth, in the approved CIBERNET Negative File Guidelines, the Party implementing the purge or deletion will assume financial liability for any charges incurred by those numbers. All purges or deletions made pursuant to this Paragraph 3.2.2 shall be given through the Parties and shall be in the form mutually agreed upon and effective as of the time established by the approved CIBERNET Negative File Guidelines (unless otherwise modified by mutual agreement of the Parties). 3.3 To control fraudulent Roamer usage, each Party is required to use a positive validation/verification system provided by a mutually agreed upon validation/verification service in all markets set forth in Appendix I. The Parties shall cooperate in good faith to control fraudulent Roamer usage. All Parties agree to notify each other should such fraudulent usage become apparent on any Party's system. In addition, any new operational market that becomes operational after execution of this Agreement shall automatically become subject to the provisions of this Agreement. The Parties agree that calls completed by a Serving Carrier, either, (a) after a validation request has determined that a Roamer is not a valid customer of the Home Carrier or (b) for any unauthorized ESN after entry to the Industry Negative File has become effective, shall be the sole responsibility of the Serving Carrier. Validation requests will be made on all Roamer MIN/ESN combinations in accordance with Clearinghouse standard operating procedures as noted in Appendix III. 3.4 Not later than the date of execution of this Agreement, the Parties shall furnish each other with a copy of their current or proposed tariffs or price lists, whichever is appropriate. If any Party has filed for 12 any changes in an existing tariff or price lists, copies of the proposed revised pages also shall be provided. Each Party shall also notify each other Party of any applicable change in its tariffs or prices, with an effective date as specified in Appendix III, and shall include with such notice copies of the revised pages of such tariffs or price lists. If tariffs are not required to be filed by certain jurisdiction, the Parties shall exchange the written terms and conditions of service to be used in lieu thereof and any amendments thereto. 3.5 All information not of public record that is exchanged pursuant to this Agreement shall be treated as confidential. Parties obtaining such confidential information through this Agreement shall use it only as necessary to carry out the purpose of this Agreement or as necessary to comply with federal, state, and local law. Parties obtaining confidential information through this Agreement shall not disclose its contents except as necessary to its duly authorized agents to carry out the purposes of this Agreement or as necessary to comply with federal, state, or local law. The obligation to protect the confidentiality of information shall survive the termination of the agreement for a period of five years. IV. BILLING 4.1 Each Home Carrier shall be responsible for billing to, and collecting from, its own customers all charges that are incurred by such customers as a result of service provided to them as Authorized Roamers by the Serving Carrier. The Home Carrier shall also be responsible for billing its customers for, and remitting to, the Federal Government all federal excise tax that may be due in connection with the service being billed by it to its customers. While the Serving Carrier will j,e responsible for the computation and remittance of all state and local taxes, each Home Carrier shall be liable to the Serving Carrier for all such state and local taxes remitted by the Serving Carrier, regardless of whether these amounts are paid to the Home Carrier by its customers. 4.2 The Parties will cooperate and, as necessary supplement this Agreement in order to minimize fraudulent or other unwarranted use of their system. If any Party reasonably decides that, in its sole 13 judgment, despite due diligence, fraudulent or other unwarranted use has reached an unacceptable level of financial loss and is not readily remediable, such Party may suspend this Agreement pursuant to Section VI hereof. 4.3 Each Serving Carrier who provides commercial mobile radio service to an Authorized Roamer pursuant to this Agreement shall forward Roamer billing information, on at least a weekly basis, in accordance with the procedures and standards set forth in the CIBER Record to the Home Carrier's Authorized Receipt Point. Except for Serving Carriers utilizing the CIBERNET Corporation Net Settlement Program, each Serving Carrier who provides commercial mobile radio service to any Authorized Roamer pursuant to this Agreement shall send the Home Carrier a paper invoice within the time period specified in Appendix III. The invoice shall reflect all charges relating to service for which Authorized Roamer billing information was forwarded to the Home Carrier during the previous "Billing Period", as defined in Appendix III. The Serving Carrier will use the information provided by its Clearinghouse for invoice preparation and support. The Home Carrier shall be furnished with an invoice setting forth the same information required in Appendix III from non-Clearinghouse Serving Carriers. In either case, the Home Carrier will only pay for Authorized Roamer charges based on the settlement report provided by its Clearinghouse. 4.4 Where the Authorized Roamer billing information required to be provided by the Serving Carrier in accordance with Paragraph 4.3 above is not in accordance with the CIBER Record, the Home Carrier may return the defective record to the Serving Carrier as provided in the CIBER Record. Returning the defective record will be in accordance with CIBER Record established procedures. The Serving Carrier may correct the defective record and return it to the Home Carrier for billing, provided that the time period from the date of the call to the receipt of the corrected record does not exceed the time period specified under "Message Date Edit" in Appendix III. 4.5 No credit for insufficient data or defective records shall be permitted except as provided in 14 Paragraph 4.4 above, unless mutually agreed upon. Any credit that is requested by the Home Carrier must be fully documented and settled utilizing the format forth in Attachment C. V. SETTLEMENT 5.1 Each Party will settle its accounts with the other Party on the basis of billing information received pursuant to Section IV hereof as of the "Close of Billing", as that phrase is defined in Appendix III. The Home Carrier shall remit to the Serving Carrier's designated account by wire transfer or check such amounts as are due to the Serving Carrier as of the Close of Billing. Carriers utilizing net settlement procedures set forth in the CIBER Record are not required to support a paper invoice and will make payments in accordance with such net settlement procedures. 5.2 Any payment which is received later than the date permitted in Appendix III shall be subject to a late charge equal to that set forth in Appendix III. The only exception to this requirement shall be late payments which are delayed in forwarding through circumstances which are beyond the control of the Home Carrier and are agreed to by the Serving Carrier, which agreement shall not be unreasonably withheld. VI. TERMINATION AND SUSPENSION OF AGREEMENT 6.1 This Agreement may be suspended or terminated in accordance with the provisions thereof either (1) in part, but only as to a particular Domestic Public Cellular Radio Telecommunications System/Station or Systems/Stations of a Party or Parties, or (2) in whole. 6.2 This Agreement may be terminated without cause by either Party effective upon thirty (30) days written notice to the other. In the event of a default under this Agreement or a change by state or federal licensing authorities banning or severely impairing the use of Roamer service by either Party, this Agreement by be terminated immediately upon written notice. 6.3 This Agreement may be suspended by either Party for any reason immediately upon written notice to the other under the terms specified in this Agreement. The Parties shall work together to resolve 15 as expeditiously as possible any difficulty that causes such suspension. At such time as the Party originally giving notice of suspension concludes that the problem causing the suspension has been resolved, the Party shall give to the other written notice to this effect. This Agreement shall resume in fill effect five (5) business days after the Parties have mutually agreed that the problem has been resolved, unless either Party views that the problem necessitating the suspension has not been resolved. If the problem causing the suspension of this Agreement remains unresolved for thirty (30) days, this Agreement may be terminated by written notification by either Party to the other. 6.4 The termination or suspension of this Agreement shall not affect the rights and liabilities of the Parties under this Agreement with respect to all Authorized Roamer charges incurred prior to the effective date of such termination or suspension. VII. DEFAULT 7.1 A Party will be in default under this Agreement upon the occurrence of any of the following events: (a) Breach of any term of this Agreement, if such breach shall continue for thirty (30) days after receipt of written notice thereof; (b) Voluntary liquidation or dissolution; (c) A final order by the Federal Communications Commission ("FCC") revoking or denying renewal of the commercial mobile radio service license or permit granted to such Party; or (d) Such Party (i) filing pursuant to a statute of the United States or of any state, a petition for bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee for all or a portion of such Party's property, (ii) has filed against it, pursuant to a statute of the United States or of any state, a petition for bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee for all or a portion of such Party's property, provided that within sixty (60) days after the filing of any such petition such Party fails to obtain a discharge thereof, or (iii) making an assignment for the 16 benefit of creditors or petitioning for, or voluntarily entering into, an arrangement of similar nature, and provided that such filing, petition, or appointment is still continuing. VIII. SUCCESSORS AND ASSIGNS 8.1 Neither Party may sell, assign, transfer, or convey its interest in this Agreement or any of its rights or obligations hereunder without the written consent of the other Party, except that a Party may assign its rights and obligations hereunder to an assignee of its commercial mobile radio service license or permit issued by the FCC, provided that such assignee expressly assumes, by written instrument approved by the Parties, all of the obligations of such Party hereunder and thereby becomes a party hereunder. No person other than a Party to this Agreement shall acquire any rights hereunder as a third-party beneficiary or otherwise by virtue of this Agreement. IX. NO PARTNERSHIP OR AGENCY RELATIONSHIP IS CREATED 9.1 Nothing contained in this Agreement shall constitute the Parties as partners with one another or render any Party liable for any debts or obligations of any other Party, nor shall any Party hereby be constituted the agent of any other Party. X. NOTICES AND AUTHORIZED REPRESENTATIVES 10.1 Unless otherwise specified in this Agreement: (a) All notices required under this Agreement shall be given in writing; and (b) All notices shall be either personally delivered, dispatched by telegram, or dispatched by certified mail, Return Receipt Requested, to the persons specified in this Agreement or to such other persons at such other addresses as either Pay may designate by written notice to the other. 10.2 For the purposes of this Agreement, BSCNM shall be the authorized representative of its Parties and ___________ shall be the authorized representative of its Parties. XI. MISCELLANEOUS 11.1 The Parties agree to comply with, conform to, and abide by all applicable and valid laws, 17 regulations, rules and orders of all governmental agencies and authorities, and agree that this Agreement is subject to such laws, regulations, rules, and orders. 11.2 The Parties agree to use their respective best, diligent, and good faith efforts to fulfil all of their obligations under this Agreement. The Parties recognize, however, that to effectuate all the purposes of this Agreement, it may be necessary either to enter into future agreements or to amend this Agreement, or both. In that event, the Parties agree to negotiate with each other in good faith. 11.3 This Agreement constitutes the fill and complete agreement of the Parties. Any prior agreement among the Parties with respect to this subject matter is hereby superseded. This Agreement may not be amended, except by the written consent of the Parties. Waiver of any breach of any provision of the Agreement must be in writing signed by the parties. Such waiver shall not be deemed to be a waiver of any preceding or succeeding breach of the same or any other provision. The failure of either Party to insist upon strict performance of any provision of this Agreement or any obligation under this Agreement shall not be a waiver of either such Party's right to demand strict compliance therewith in the future. 11.4 The headings in this Agreement are inserted for convenience and identification only and are not intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision thereof 11.5 This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. XII. CHOICE OF LAW 12.1 This Agreement shall be construed in accordance with the laws of the state of the Serving Carrier. 18 ATTACHMENT A CIBER RECORD METHODS AND PROCEDURES The following information is tarnished to the Parties pursuant to Paragraph 3.1 of Appendix II to the Intercarrier Roamer Service Agreement between the Parties to the Agreement: ------------------------------------------------------------------------------- NPA/NXX LINE RANGE SID CODE CITY START DATE END DATE ------------------------------------------------------------------------------- BellSouth Cellular National Marketing Inc. By: ----------------------------------- Title: -------------------------------- Issue Date: --------------------------- (The effective date shall be that defined in Appendix Ill of the above-referenced Intercarrier Roamer Service Agreement) 19 ATTACHMENT B - BELLSOUTH CELLULAR MARKET LISTING
SID/BID OPERATING CITY STATE ENTITY 24 BMI MIAMI FL 34 BMI ATLANTA GA 36 BMI NEW ORLEANS LA 62 BMI MEMPHIS TN 68 BMI ORLANDO FL 76 BMI LOUISVILLE KY 81 BMI MOBILE AL 98 BMI BIRMINGHAM AL 106 BMI BATON ROUGE LA 118 BMI NASHVILLE TN 136 BMI JACKSONVILLE FL 148 BMI CHATTANOOGA TN 160 BMI JACKSON MS 197 BMI EVANSVILLE IN 198 BMI HUNTSVILLE AL 206 BMI LEXINGTON KY 308 BMI DAYTONA FL 334 BMI FLORENCE AL 414 BMI LAFAYETTE LA 426 BMI MACON GA 476 BMI MELBOURNE FL 1011 BMI MONROEVILLE AL 1990 BMI INTERNATIONAL FL (HOME ONLY) 1289 BMI PIKEVILLE KY 1376 BMI TUPELO MS 1684 BMI FAYETTEVILLE TN 1884 BMI PIKEVILLE TN 1988 BMI LAKE COUNTY FL 26122 BMI WAVERLY TN 26145 BMI CLAY KY 26160 BMI SHELBYVILLE KY 26186 BMI MARINGOUIN LA 26272 BMI LAPLACE LA 26274 BMI CONVENT LA 26276 BMI BELLE CHASE LA 26397 BMI JASPER IN 26422 BMI DESOTO COUNTY MS 26523 BMI CORYDON IN 30048 BMI ACADIANA LA 30050 BMI HAMMOND LA 30134 BMI GUNTERSVILLE AL 30168 BMI COLUMBIA TN 30170 BMI DECATUR AL 30202 BMI FLORIDA KEYS FL 30218 BMI CLEVELEND TN 30224 BMI VICKSBURG MS 30268 BMI CALHOUN GA 30270 BMI GAINESVILLE GA 30272 BMI ROME GA 30274 BMI MADISON GA 30276 BMI BREMAN GA 30300 BMI JACKSON TN 30322 BMI MILLEDGEVILLE GA 30334 BMI RICHMOND KY 30338 BMI FLAGLER FL 30340 BMI GRIFFIN GA 30342 BMI FORSYTH GA 30346 BMI FRANKFORT KY 30350 BMI BIRMINGHAM AL 30352 BMI TALLADAGA AL 30357 BMI OWENSBORO KY 30452 BMI VERO BEACH FL 30476 BMI PALATKA FL 30516 BMI RAMAH LA 30532 BMI MENDENHALL MS 30534 BMI FOREST MS 30582 BMI GA RSA 4A1 GA 30584 BMI GA RSA 2B2 GA 30592 BMI SCOTTSBORO AL 30628 BMI ATHENS GA 30638 BMI GRENADA MS 30654 BMI SAVANNAH TN 30660 BMI MERIDIAN MS 30698 BMI MT. STERLING KY 30711 BMI MADISONVILLE KY 30714 BMI HOLLY SPRINGS MS 30750 BMI HICKMAN TN 30757 BMI MEADE KY 30758 BMI RIPLEY TN 30776 BMI CLEWISTON FL 30778 BMI SENATOBIA MS 30796 BMI PLAQUEMINE LA 30798 BMI CYNTHIANA KY 30836 BMI TUNICA MS 30838 BMI CLARKSVILLE TN 30852 BMI RSA MS4 MS 30917 BMI PADUCAH KY 30938 BMI WINFIELD AL 31096 BMI CLINTON LA 19 Westel INDIANAPOLIS IN 1207 Westel COLUMBUS IN 30325 Westel ANDERSON IN 30327 Westel BLOOMINGTON IN 30329 Westel LAFAYETTE IN 30331 Westel MUNCIE IN 30335 Westel TERRA HAUTE IN 30377 Westel CRAWFORDSVILLE IN 30457 Westel VINCENNES IN 30899 Westel GREENSBURG IN
20
SID/BID OPERATING CITY STATE ENTITY 4310 BMI (PCS TDMA) BILOXI MS 4412 BMI (PCS TDMA) COLUMBUS GA 4536 BMI (PCS TDMA) FT. PIERCE FL 4700 BMI (PCS TDMA) LAGRANGE GA 4840 BMI (PCS TDMA) MONROE LA 4914 BMI (PCS TDMA) PANAMA CITY FL 5066 BMI (PCS TDMA) SHREVEPORT LA 5251 BMI (PCS TDMA) ALBANY.TIFTON GA 5257 BMI (PCS TDMA) ALEXANDRIA LA 5429 BMI (PCS TDMA) COLUMBUS MS 5481 BMI (PCS TDMA) DYERSBURG TN 5547 BMI (PCS TDMA) FT MYERS FL 5553 BMI (PCS TDMA) FT. WALTON BCH FL 5557 BMI (PCS TDMA) GADSDEN AL 5559 BMI (PCS TDMA) GAINESVILLE FL 5591 BMI (PCS TDMA) GREENVILLE MS 5615 BMI (PCS TDMA) HATTIESBURG MS 5633 BMI (PCS TDMA) HOUMA LA 5719 BMI (PCS TDMA) LAKE CHARLES LA 5721 BMI (PCS TDMA) WINTERHAVEN FL 5815 BMI (PCS TDMA) BROOKHAVEN MS 5853 BMI (PCS TDMA) MONROE LA 5855 BMI (PCS TDMA) MONTGOMERY AL 5871 BMI (PCS TDMA) NAPLES FL 5875 BMI (PCS TDMA) NATCHEZ MS 5899 BMI (PCS TDMA) OCALA FL 5915 BMI (PCS TDMA) AUBURN AL 5933 BMI (PCS TDMA) PENSACOLA FL 6057 BMI (PCS TDMA) SARASOTA FL 6071 BMI (PCS TDMA) SELMA AL 6127 BMI (PCS TDMA) TALLAHASSEE FL 6129 BMI (PCS TDMA) TAMPA FL 6159 BMI (PCS TDMA) VALDOSTA GA 6187 BMI (PCS TDMA) WAYCROSS GA 40199 BMI (PCS TDMA) THOMASVILLE GA 4142 DCS (GSM) KNOXVILLE TN 4200 DCS (GSM) CHARLOTTE NC 40001 DCS (GSM) ANDERSON SC 40003 DCS (GSM) ASHEVILLE NC 40005 DCS (GSM) BURLINGTON NC 40007 DCS (GSM) CHARLESTON SC 40009 DCS (GSM) COLUMBIA SC 40011 DCS (GSM) FAYETTEVILLE NC 40013 DCS (GSM) FLORENCE SC 40015 DCS (GSM) GOLDSBORO NC 40017 DCS (GSM) GREENSBORO NC 40019 DCS (GSM) GREENVILLE NC 40021 DCS (GSM) GREENVILLE SC 40023 DCS (GSM) GREENWOOD SC 40025 DCS (GSM) HICKORY NC 40027 DCS (GSM) JACKSONVILLE NC 40029 DCS (GSM) TRI-CITIES TN 40031 DCS (GSM) MIDDLESBORO KY 40033 DCS (GSM) MYRTLE BEACH SC 40035 DCS (GSM) NEW BERN NC 40037 DCS (GSM) ORANGEBURG SC 40039 DCS (GSM) RALEIGH NC 40041 DCS (GSM) ROANOKE RAPIDS NC 40043 DCS (GSM) ROCKY MOUNT NC 40045 DCS (GSM) SUMTER SC 40047 DCS (GSM) WILMINGTON NC 40266 DCS (GSM) AUGUSTA GA 40268 DCS (GSM) BRUNSWICK GA 40270 DCS(GSM) SAVANNAH GA
21 ATTACHMENT C CREDIT REQUEST Home Carrier:___________________________________ Serving Carrier:________________________________ Date of Invoice:________________________________ Date of Rated Usage Record Data:________________ Batch # and Date:_______________________________ Number of Records:______________________________ Amount of Invoice Not Justified:$_______________ (Airtime & Toll Charges, Other Charges & Taxes) __________Payment Withheld __________Charge Back Reasons for withholding Payment or Charge Back: ______1. Invoice is inconsistent with the Rated Usage Record Data with respect to: ____a. Taxes; ____b. Other pass-through charges; ____c. Commercial Mobile Radio Service charges; ____d. Percentage of commercial mobile radio service; ____e. Other (see attached reports) ______2. Rated Usage Record Data is incomplete for the charges on the attached sheet: ______3. NPA/NXX combination is not on the list authorized by the Home Carrier: Mobile ID Number________________________ Electronic Serial Number________________ ______4. Charges for Roamer usage specified on the attached sheet that are not authorized by the Home Carrier; ______5. Batch totals and detail charges do not balance or batch is out of sequence. ______6. CIBER rejects ______7. Other (specify below) Home Carrier: Date:___________________ By:_____________________ Title:__________________ 22 APPENDIX III TO INTERCARRIER ROAMER SERVICE AGREEMENT BETWEEN BELLSOUTH CELLULAR NATIONAL MARKETING INC. [A] AND DOBSON CELLULAR SYSTEMS INC. [B] OPERATING PROCEDURES 1. AMENDMENT OF OPERATIONS PROCEDURES. This Appendix III will be in effect until new Operating Procedures are published by the CIBERNET Corporation ("CIBERNET"), 1250 Connecticut Avenue, N.W. Washington, D.C. 20036, for Roamer agreements used domestically by the Cellular Telecommunications Industry Association. At such time as new operating Procedures ("New Operating Procedures") are published by CIBERNET, they will be effective as to the Parties on the date proposed by CIBERNET ("Effective Date") provided (a) such date is at least thirty (30) days following receipt by [A] and [B] of the New Operating Procedures and (b) neither [A] nor [B] has given to the other written notice of termination or suspension of this Agreement based upon its objections to the New Operating Procedures at least five (5) business days before the Effective Date. The Parties agree to be individually responsible for obtaining all officially published revisions to the Operating Procedures and agree that CIBERNET is not liable for information or actions that occur as a result of following such New Operating Procedures. 2. CLOSE OF BILLING. "Close of Billing" shall be the fifteenth (15th) day of each calendar month or the next preceding business day if the fifteenth (15th) is not a business day. 3. INVOICING. Invoicing must occur within fifteen (15) days after the Close of Billing. 23 4. BILLING PERIOD. The "Billing Period" is the period running from the day after the Close of Billing through the Close of Billing day in the subsequent month (normally the sixteenth (16th) through the fifteenth (15th), unless the fifteenth (15th) falls on a non-business day). 5. PAYMENT. Payment in the form of a check or wire transfer must be received by the payee within thirty (30) days ("Payment Due Date") following the date of the invoice. Payments received later than the Payment Due Date shall be subject to a late charge of 1.5% of the outstanding balance for each thirty (36) day period (or portion thereof) that such payments are late or the highest percentage of the outstanding balance permitted by law, whichever is lower. 6. MINIMUM LINE RANGE. The "Minimum Line Range with in a NPA/NXX is 1,000 line numbers. 7. NPA/NXX NOTIFICATION. The minimum time required before changes, additions or deletions of NPA/NXX's are effective shall be fifteen (15) days from the date of receipt of notification of such changes, additions or deletions by [A] for [B] Parties, or by [B] for [A] Parties. 8. TARIFF CHANGES. Notice of any applicable changes to tariffs must be received by [A] for tariff changes for any [B] Party, or by [B] for tariff changes for any [A] Party, at least fifteen (15) days prior to the proposed effective date or at least the number of days specified by state or local governmental regulations prior to the proposed effective date, whenever period is longer. 9. BILLING INVOICE SUMMARY. The Minimum information needed for any invoice issued with non-clearinghouse documentation must include the following: - Billing Period (To/From Dates) - Batch Sequence Number - Batch Date - Serving and Home SID's (the five-digit numeric corresponding to the FCC designation of the Carrier) - Total Airtime Charges 24 - Total Intra-State Toll - Total Inter-State Toll - Other Charges and Credits - Total Taxes - Total Charges ** 10A. TYPE 10, 20, & 50 MESSAGE DATE EDIT. Type 10, 20, & 50 message records shall be considered to have failed the CIBER Record Edit if the message is more than thirty (30) days old when it is received at the Home Carrier's Authorized Receipt Point ("ARP"). Message records which are rejected from the Home Carrier's ARP and returned to the Serving Carrier shall be considered to have failed the CIBER Record Edit if the message is more than sixty (60) days old. Determination of the age of a message record is from the date of the call. ** 10B. TYPE 11 & 30 MESSAGE DATE EDIT. Type 11 & 30 message records shall be considered to have failed the CIBER Record Edit if the message is more than sixty (60) days old when it is received at the Home Carrier's Authorized Receipt Point ("ARP"). Message records which are rejected from the Home Carrier's ARP and returned to the Serving Carrier shall be considered to have failed the CIBER Record Edit if the message is more than ninety (90) days old. Determination of the age of a message record is from the date of the call. ** 10C. TYPE 11 & 70 CIBER RECORDS. Type 11 and 70 CIBER records will not be accepted without mutual written consent by both parties at which time it will be added to this agreement. 11. EFFECTIVE DATE FOR UNAUTHORIZED ROAMER LIABILITY. Effective with messages dated January 15, 1992 and earlier, liability for unauthorized roamers shall be established at 12:01 A.M. Eastern Time of the Calendar day immediately following receipt by [A] and [B], or their respective authorized representatives, of notification or update of the attachments and lists referred to in Paragraph 3.1 and 3.2 of Appendix II. Effective with messages date January 16, 1992 through September 15, 1992, liability for 25 unauthorized roamer shall be established One hour after posting of negative file update by the SERVING carrier's valid provider of Clearing and/or positive roamer validation/verification services (clearinghouse). It is essential to populate the Time Zone Indicator and Daylight Savings Indicator fields with appropriate values. Utilization of existing clearinghouse negative file update timestamps shall apply. Effective with message dated September 16, 1992 and later, liability for unauthorized roamers shall be established one hour after posting of negative file update by the HOME carrier's clearinghouse. In all cases, liability for restoral of existing negative file entries shall be immediate. Notification or updating of the attachments and lists shall be made by (a) courier delivery of a written notice, or (b) facsimile transmission of a written notice during normal business hours of the Party being notified, or (c) by entry (through manual or automated means) into the Industry Negative File of a clearinghouse. 26