Dutchess County Cellular Telephone Co Inc Sample Contracts

Dutchess County Cellular Telephone Co Inc – ESCROW AND SECURITY AGREEMENT (June 20th, 2001)

ESCROW AND SECURITY AGREEMENT THIS ESCROW AND SECURITY AGREEMENT (this "AGREEMENT"), dated as of June 4, 2001, is by and among AMERICAN CELLULAR CORPORATION, a Delaware corporation (the "COMPANY"), UNITED STATES TRUST COMPANY OF NEW YORK, a national banking corporation, as the Trustee under the Indenture (as defined below) (the "TRUSTEE"), and UNITED STATES TRUST COMPANY OF NEW YORK, a national banking corporation (in its capacity as escrow agent and securities intermediary, the "ESCROW AGENT" or "SECURITIES INTERMEDIARY"). Capitalized terms used herein and not otherwise defined have the meanings assigned to them in the Indenture described below. WITNESSETH: WHEREAS, the Company and Trustee have entered into an Indenture dated as of March 14, 2001 (as amended, supplemented, restated or otherwise modified from time to time, the "INDENTURE") pursuant to which the Company will issue $250,000,000 of its 9

Dutchess County Cellular Telephone Co Inc – REGISTRATION RIGHTS AGREEMENT (June 20th, 2001)

AMERICAN CELLULAR CORPORATION 9 1/2% SENIOR SUBORDINATED NOTES DUE 2009 REGISTRATION RIGHTS AGREEMENT June 4, 2001 Banc of America Securities LLC Lehman Brothers Inc. Deutsche Banc Alex.Brown Inc. First Union Securities, Inc. c/o Banc of America Securities LLC 9 West 57th Street, 48th Floor New York, New York 10019 Ladies and Gentlemen: American Cellular Corporation, a Delaware corporation (the "Company"), proposes to issue and sell (the "Initial Placement") to Banc of America Securities LLC, Lehman Brothers Inc., Deutsche Banc Alex. Brown Inc., and First Union Securities, Inc. (the "Initial Purchasers") upon terms set forth in a purchase agreement dated as of May 30, 2001 (the "Purchase Agreement") among the Company and the Initial Purchasers, $250,000,000 of its 9 1/2% Senior Subordinated Notes due 2009 (the "Initial Notes"). As an induce

Dutchess County Cellular Telephone Co Inc – AMENDED AND RESTATED OPERATING AGREEMENT (April 20th, 2001)

EXHIBIT 10.2 AMENDED AND RESTATED OPERATING AGREEMENT THIS AMENDED AND RESTATED OPERATING AGREEMENT (the "Agreement") is dated as of the 25th day of February, 2000, by and between Dobson Cellular Systems, Inc., on behalf of itself and its Affiliates listed in Schedule 1 hereto (individually and collectively, "Dobson") and ACC Acquisition LLC, on behalf of itself and its Affiliates listed in Schedule 2 hereto (individually and collectively, "ACC"). Dobson and ACC are sometimes referred to, individually, as a "Party" and together as "Parties." R E C I T A L WHEREAS, each of Dobson and ACC desires to make arrangements to facilitate the provision of voice and voice-related mobile wireless radiotelephone service to its Customers through the wireless radiotelephone facilities of the other Party in a manner providing a common look and feel and the appearance of se

Dutchess County Cellular Telephone Co Inc – INTERCARRIER ROAMER SERVICE AGREEMENT (April 20th, 2001)

Exhibit 10.9 INTERCARRIER ROAMER SERVICE AGREEMENT ------------------------------------- THIS AGREEMENT is effective as of the 16 day of October, 1999, by SOUTHWESTERN BELL MOBILE SYSTEMS, INC. ("SBMS"), a corporation dually incorporated under the laws of Delaware and Virginia and acting under the authority and on behalf of itself, its limited partnerships and its Affiliates set forth on Appendix I; (collectively "SBMS Affiliates") and by Dobson Cellular Systems, Inc. ("Dobson") on behalf of itself and its Affiliates, as set forth in Appendix I, (collectively "Dobson Affiliates"). The parties will herein collectively be referred to as the "Parties" or individually as a "Party." Each of the Parties is a licensee or permittee of the Federal Communications Commission ("FCC") to offer Cellular Radiotelephone Service ("CRS") and/or Personal Communications Service ("

Dutchess County Cellular Telephone Co Inc – INTERCARRIER ROAMER SERVICE AGREEMENT (April 20th, 2001)

Exhibit 10.16 INTERCARRIER ROAMER SERVICE AGREEMENT THIS AGREEMENT dated as of the 16th day of January, 1997, by and between the corporations and general partnerships that are the Licensees and Permittees listed in Appendix I, sometimes referred to as ["A"], and PriCellular referred to as ["B"], on behalf of those Licensees and Permittees set forth in Appendix I. The entities listed in Appendix I as the "[A] Licensees and Permittees" are herein referred to as the "[A] Parties," the entities listed in Appendix I as the "[B] Licensees and Permittees" are herein referred to as the "[B] Parties," or individually as an "[A] Party" or a "[B] Party," respectively; [A], [B], the [A] Parties and the [B] Parties are collectively referred to as the "Parties" and individually as a "Party." RECITAL WHEREAS, the Parties desire to make arrangements to

Dutchess County Cellular Telephone Co Inc – INTERCARRIER ROAMER SERVICE AGREEMENT (April 20th, 2001)

Exhibit 10.8 INTERCARRIER ROAMER SERVICE AGREEMENT THIS AGREEMENT dated as of the 23 day of JANUARY, 1997 by and between PRICELLULAR CORPORATION, sometimes referred to as "PriCellular", and UNITED STATES CELLULAR CORPORATION sometimes referred to as U.S. CELLULAR 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 "PriCellular Corporation Licensees and Permittees" are herein referred to as the "PriCellular Parties," the partnerships listed in Appendix I as the "U.S. Cellular Licensees and Permittees" are herein referred to as the "U.S. Cellular Parties," or individually as a "PriCellular Party" or a "U.S. Cellular Party," respectively; PriCellular Corporation, U.S. Cellular, the PriCellular Parties and the U.S. Cellular Parties are collectively referred to as the "Part

Dutchess County Cellular Telephone Co Inc – MANAGEMENT AGREEMENT (April 20th, 2001)

EXHIBIT 10.1 ================================================================================ AMENDED AND RESTATED MANAGEMENT AGREEMENT between DOBSON CELLULAR SYSTEMS, INC. and ACC ACQUISITION LLC Dated as of February 25, 2000 =============================================================================== I TABLE OF CONTENTS Page ----

Dutchess County Cellular Telephone Co Inc – CREDIT AGREEMENT (April 20th, 2001)

Exhibit 10.4 CREDIT AGREEMENT among ACC ACQUISITION CO. (INCLUDING ITS SUCCESSOR BY MERGER, AMERICAN CELLULAR CORPORATION), BORROWER BANC OF AMERICA SECURITIES LLC, SOLE LEAD ARRANGER AND BOOK RUNNING MANAGER BANK OF AMERICA, N.A., ADMINISTRATIVE AGENT LEHMAN COMMERCIAL PAPER INC. and TD SECURITIES (USA) INC., CO-SYNDICATION AGENTS CIBC WORLD MARKETS CORP. and BARCLAYS BANK PLC, CO-DOCUMENTATION AGENTS The MANAGING AGENTS and CO-AGENTS named herein and THE LENDERS NAMED HEREIN,

Dutchess County Cellular Telephone Co Inc – INTERCARRIER ROAMER SERVICE AGREEMENT (April 20th, 2001)

Exhibit 10.10 INTERCARRIER ROAMER SERVICE AGREEMENT THIS AGREEMENT dated as of the 14th day of March , 1997 by and between PRICELLULAR CORPORATION, sometimes referred to as "PriCellular", and HOUSTON CELLULAR, sometimes referred to as HOUSTON CELLULAR, 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 " PriCellular Corporation Licensees and Permittees" are herein referred to as the "PriCellular Parties," the partnerships listed in Appendix I as the "Houston Cellular Licensees and Permittees" are herein referred to as the "Houston Cellular Parties," or individually as a "PriCellular Party" or a "Houston Cellular Party," respectively; PriCellular Corporation, Houston Cellular, the PriCellular Parties and the Houston Cellular Parties are collectively referred to as the

Dutchess County Cellular Telephone Co Inc – ESCROW AND SECURITY AGREEMENT (April 20th, 2001)

Exhibit 4.3 ESCROW AND SECURITY AGREEMENT THIS ESCROW AND SECURITY AGREEMENT (this "AGREEMENT"), dated as of March 14, 2001, is by and among AMERICAN CELLULAR CORPORATION, a Delaware corporation (the "COMPANY"), UNITED STATES TRUST COMPANY OF NEW YORK, a national banking corporation, as the Trustee under the Indenture (as defined below) (the "TRUSTEE"), and UNITED STATES TRUST COMPANY OF NEW YORK , a national banking corporation (in its capacity as escrow agent and securities intermediary, the "ESCROW AGENT" or "SECURITIES INTERMEDIARY"). Capitalized terms used herein and not otherwise defined have the meanings assigned to them in the Indenture described below. WITNESSETH: WHEREAS, the Company and Trustee have entered into an Indenture dated as of the date hereof (as amended, supplemented, restated or otherwise modified from time to time, the "INDENTU

Dutchess County Cellular Telephone Co Inc – Re: (Duplicate) signed original- DMS-MTX Cellular Supply Agreement (April 20th, 2001)

EXHIBIT 10.6 [LETTERHEAD] December 6, 1995 Mr. Everett Dobson President Dobson Communications Company 13439 North Broadway Extension Suite 200 Oklahoma City, Oklahoma 73114 Re: (Duplicate) signed original- DMS-MTX Cellular Supply Agreement Dear Mr. Dobson: Enclosed please find your signed original Cellular Supply Agreement. Please note that changes in the Agreement were made subsequent to your signature, as mutually agreed upon and acknowledged by the parties in Bill Barnett's letter of 11/30/95 (see enclosed copy). The referenced changes are as follows: (1) The language set out in the 11/30/95 letter was incorporated in the Agreement as new Section 24.1 (and all subsequent sections renumbered for conformity). (2) The words "Subject to Section 24.1 herein" were added to the beginning of Section 17.5. Also note, that the Effective Da

Dutchess County Cellular Telephone Co Inc – 9 1/2% SENIOR SUBORDINATED NOTES DUE 2009 (April 20th, 2001)

Exhibit 4.2 -------------------------------------------------------------------------------- AMERICAN CELLULAR CORPORATION 9 1/2% SENIOR SUBORDINATED NOTES DUE 2009 INDENTURE DATED AS OF MARCH 14, 2001 UNITED STATES TRUST COMPANY OF NEW YORK TRUSTEE -------------------------------------------------------------------------------- TABLE OF CONTENTS PAGE ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE........................................1 Section 1.01. Definitions........

Dutchess County Cellular Telephone Co Inc – FIRST AMENDMENT TO CREDIT AGREEMENT (April 20th, 2001)

Exhibit 10.4-1 FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is entered into as of March 2, 2001, among AMERICAN CELLULAR CORPORATION (SUCCESSOR BY MERGER TO ACC ACQUISITION CO.), a Delaware corporation ("BORROWER"), certain Lenders under the Credit Agreement (hereinafter defined), BANK OF AMERICA, N.A., in its capacity as Administrative Agent for the Lenders under the Credit Agreement ("ADMINISTRATIVE AGENT"), and Guarantors under the Credit Agreement (hereinafter defined). Reference is made to the Credit Agreement, dated as of February 25, 2000 (as amended, modified, supplemented, or restated from time to time, the "CREDIT AGREEMENT"), among Borrower, as BORROWER, Administrative Agent, CIBC World Markets Corp. and Barclays Bank PLC as CO-DOCUMENTATION AGENTS, Lehman Commercial Paper Inc. and TD Securities (USA) Inc., as CO-

Dutchess County Cellular Telephone Co Inc – INTERCARRIER ROAMER SERVICE AGREEMENT (April 20th, 2001)

Exhibit 10.12 INTERCARRIER ROAMER SERVICE AGREEMENT THIS AGREEMENT dated as of the 16TH day of JANUARY, 1997 by and between PRICELLULAR CORPORATION, sometimes referred to as "PriCellular", and ALLENTOWN SMSA LIMITED PARTNERSHIP; ANDERSON CELLULAR TELEPHONE COMPANY; CAPE AND ISLANDS CELLULAR LIMITED PARTNERSHIP; COLUMBIA CELLULAR TELEPHONE COMPANY; NEW HAMPSHIRE RSA 2 PARTNERSHIP; NEW YORK SMSA LIMITED PARTNERSHIP; NYNEX MOBILE LIMITED PARTNERSHIP 1; ORANGE - POUGHKEEPSIE LIMITED PARTNERSHIP; PENNSYLVANIA RSA 6 (II) LIMITED PARTNERSHIP; PITTSBURGH SMSA LIMITED PARTNERSHIP; PITTSFIELD CELLULAR TELEPHONE COMPANY; READING SMSA LIMITED PARTNERSHIP; VERMONT RSA LIMITED PARTNERSHIP; WASHINGTON DC SMSA LIMITED PARTNERSHIP; AND CELLCO PARTNERSHIP ("CELLCO") A DELAWARE GENERAL PARTNERSHIP, doing business as Bell Atlantic NYNEX Mobile (referred to as "BANM"), for themselves and for those license holders

Dutchess County Cellular Telephone Co Inc – INTERCARRIER ROAMER SERVICE AGREEMENT (April 20th, 2001)

Exhibit 10.15 INTERCARRIER ROAMER SERVICE AGREEMENT THIS INTERCARRIER ROAMER SERVICE AGREEMENT (the "Agreement") is dated as of the 9th day September, 1997, by and between PRICELLULAR WIRELESS CORPORATION, sometimes referred to as PriCellular, on behalf of the affiliates and operating entities listed in Schedule 1 attached hereto (referred to individually and collectively as "PriCellular"), and U S WEST Communications, Inc., sometimes referred to as U S WEST, on behalf of the affiliates and operating entities listed in Schedule 2 attached hereto (referred to individually and collectively as "U S WEST"). PriCellular and U S WEST are sometimes referred to individually as a "Party" and together as "Parties". RECITALS WHEREAS, both PriCellular and U S WEST desire to make arrangements to facilitate the provision of commercial mobile radiotelephone se

Dutchess County Cellular Telephone Co Inc – INTERCARRIER ROAMER SERVICE AGREEMENT (April 20th, 2001)

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 serv

Dutchess County Cellular Telephone Co Inc – LICENSE AGREEMENT (April 20th, 2001)

Exhibit 10.5 LICENSE AGREEMENT THIS LICENSE AGREEMENT (the "Agreement") is entered into this day of September 23, 1998 between H.O. SOFTWARE, INC., a corporation having its offices at 2 East Bryan, Suite 1100, Savannah, GA 31401, hereafter referred to as "H.O." and American Cellular Corporation, having its principal office at 1375 Woodfield Road, Suite 700, Schaumburg IL, 60173 hereafter referred to as Customer". WHEREAS, Customer desires to obtain a limited nonexclusive license right to use the H.O. Cellular information Management System gown as H.O. CIMS billing and information management licensed Software (the "Licensed Software") as described below, in each and every Cellular Market operated by Customer, and WHEREAS. H.O. desires to license the Licensed Software to Customer upon the terms and condition set forth in the Agreement, for use in each an

Dutchess County Cellular Telephone Co Inc – INTERCARRIER ROAMER SERVICE AGREEMENT (April 20th, 2001)

Exhibit 10.13 INTERCARRIER ROAMER SERVICE AGREEMENT THIS AGREEMENT dated as of the 2ND day of APRIL, 1997, by and between PRICELLULAR CORPORATION, sometimes referred to as "PriCellular", and GTE MOBILE COMMUNICATIONS INC., GTE MOBILNET INC. AND CONTEL CELLULAR INC., sometimes referred to as GTE 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 "PriCellular Corporation Licensees and Permittees" are herein referred to as the "PriCellular Parties," the partnerships listed in Appendix I as the "GTE Mobile Communications Inc., GTE Mobilnet Inc. and Contel Cellular Inc. Licensees and Permittees" are herein referred to as the "GTE Parties," or individually as a "PriCellular Party" or a "GTE Party," respectively; PriCellular Corporation, GTE Mobile Communications Inc., GTE M

Dutchess County Cellular Telephone Co Inc – AMENDED AND RESTATED OPERATING AGREEMENT (April 20th, 2001)

Exhibit 10.3 AMENDED AND RESTATED OPERATING AGREEMENT THIS AMENDED AND RESTATED OPERATING AGREEMENT (the "Agreement") is dated as of the 25th day of February, 2000 by and between AT&T Wireless Services, Inc., on behalf of itself and its Affiliates listed in Schedule 1 hereto (individually and collectively, "AWS") and ACC Acquisition LLC, on behalf of itself and its Affiliates listed in Schedule 2 hereto (individually and collectively, "ACC"). AWS and ACC are sometimes referred to, individually, as a "Party" and together as "Parties." R E C I T A L WHEREAS, each of AWS and ACC desires to make arrangements to facilitate the provision of voice and voice-related mobile wireless radiotelephone service to its Customers through the wireless radiotelephone facilities of the other Party in a manner providing a common look and feel and the appearance of seamlessness

Dutchess County Cellular Telephone Co Inc – REGISTRATION RIGHTS AGREEMENT (April 20th, 2001)

Exhibit 4.4 AMERICAN CELLULAR CORPORATION 9 1/2% SENIOR SUBORDINATED NOTES DUE 2009 REGISTRATION RIGHTS AGREEMENT March 14, 2001 Lehman Brothers Inc. Banc of America Securities LLC c/o Lehman Brothers Inc. 3 World Financial Center New York, New York 1028 Ladies and Gentlemen: American Cellular Corporation, a Delaware corporation (the "Company"), proposes to issue and sell (the "Initial Placement") to Lehman Brothers Inc., Banc of America Securities LLC, Barclays Capital Inc., Deutsche Banc Alex. Brown Inc., First Union Securities, Inc., TD Securities (USA) Inc. and Wasserstein Perella Securities, Inc. (the "Initial Purchasers") upon terms set forth in a purchase agreement dated as of March 9, 2001 (the "Purchase Agreement") among the Compan

Dutchess County Cellular Telephone Co Inc – INTERCARRIER ROAMER SERVICE AGREEMENT (April 20th, 2001)

Exhibit 10.14 INTERCARRIER ROAMER SERVICE AGREEMENT ------------------------------------------- THIS AGREEMENT dated as of the 16th day of January, 1997, by and between AIRTOUCH Cellular, sometimes referred to as ATC, and PriCellular Corp., sometimes referred to as PriCellular, 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 ATC Licensees and Permittees" are herein referred to as the "ATC Parties," the partnerships listed in Appendix I as the "PriCellular Licensees and Permittees" are herein referred to as the "PriCellular Parties," or individually as a "ATC Party" or a "PriCellular Party," respectively; ATC, PriCellular, the ATC Parties and the PriCellular Parties are collectively referred to as the "Parties" and individually as a "P