AIRBRIDGE PACKET SERVICE AGREEMENT
BETWEEN
▇▇▇▇ ATLANTIC NYNEX MOBILE
AND
U.S. WIRELESS DATA INC.
Contract No. ###-##-####
AIRBRIDGE PACKET SERVICE AGREEMENT
This Service Agreement is entered into by and between U.S. Wireless Data
Inc., a Colorado corporation, with a principal place of business located at ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, #▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Customer") and Cellco
Partnership, a Delaware general partnership, by its managing general partner,
▇▇▇▇ Atlantic NYNEX Mobile, Inc. (hereinafter known as "BANM") with offices at
▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ (the "Agreement").
WHEREAS, BANM is either licensed and authorized by the Federal
Communications Commission ("FCC") to provide cellular telecommunications
service, or manages on behalf of the FCC licensee pursuant to a management
agreement, in the Area (defined below); and
WHEREAS, the Customer wishes to establish a mobile data communications
system through a public packet switched network in order to utilize the system
for data communication by Customer and/or its Authorized Users (defined below);
and
WHEREAS, BANM has the capability to provide Cellular Digital Packet Data
("CDPD") Service, known as AirBridges Packet Service; and
WHEREAS, Customer wishes to obtain such AirBridge & Packet Service from BANM
in the Area; and WHEREAS, BANM wishes to make available AirBridges Packet
Service to Customer on the terms and conditions set
forth below.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein and intending to be legally bound, the parties agree as
follows:
TERMS
1. DEFINITIONS,
As used herein the following terms shall have the following respective meaning:
Area, The markets listed in Exhibit A within which BANM either is licensed and
authorized by the FCC to provide commercial mobile service, or manages on behalf
of the FCC licensee pursuant to a management agreement, and in which BANM
currently provides or may provide AirBridge Packet Service.
Authorized User. Individuals or companies authorized by Customer to use the
System established by Customer.
Cellular Digital Packet Data Service ("CDPD") Cellular radio service utilizing
packet switching technology to transmit data over radio frequency channels. The
raw data rate of CDPD is 19.2 Kilobits per second. It is a connectionless
multi-protocol network service providing peer network wireless extension to
existing data networks.
Customer, Customer is U.S. Wireless Data Inc.
Equipment Identifier (EID). An electronic serial number "burned" into a CDPD
radio modem at the time of manufacture.
Fixed End System (FES). A host computer(s) operated by or on behalf of Customer.
Kilobyte, A kilobyte is 1000 octets of data, measures at the IP packet layer. IP
header and data octets are included in the kilobyte count.
Mobile Data Base Station ("MDBS"), The unit located at BANM cell sites which
serves as the data link relay point. The MDIS communicates with each MES through
the MDBS.
Mobile Service Area, Market areas or combinations of Market areas which Company
establishes to provide Commercial Mobile service.
Mobile Data Intermediate Systems ("MDIS") The component of the AirBridge Packet
Service network which performs routing and which contains the network control
functions, including the mobility manager, registration and authentication
functions.
Mobile End System ("MES"), A data terminal, CDPD radio modem, and antenna.
Network Entity Identifier ("NM. A network address assigned to the MES. Each MES
has an NEI and a unique corresponding EID for authentication purposes.
Packet. The continuous sequence of binary digits of information, which is routed
through the AirBridge Packet Service network as an integral unit. Packet sizes
can be flexible within a range of "O" user bytes to a maximum of "2048" bytes.
Service. The Airbridge Packet Service provided pursuant to this Agreement,
2. PROVISION OF SERVICE.
BANM hereby undertakes to provide the Service to Customer in order for the
Customer and/or its Authorized Users to transmit and receive data over the
Service network in the Area, pursuant to the terms and conditions specified
in this Agreement. Customer shall purchase CDPD service exclusively from
BANM or its affiliates which provide such Service in the Area. BANM will
issue ▇▇▇▇ to Customer. All such NEI assignments shall be made in accordance
with the CDPD Network Information Center policies in effect from time to
time.
3. PRICING.
The rate for the Service provided by BANM is set forth in Exhibit B. In the
event Customer has selected and is purchasing equipment through BANM, the terms
of payment and price of such equipment are set forth in Exhibit B.
4. INSTALLATION.
At Customer's request, BANM will provide and/or arrange for installation
services of MES equipment in Area. The rate for such installation services will
be negotiated on a case by case basis and will be included in a separate
attachment to this Agreement.
5. COMMITMENT OF CUSTOMER.
Customer shall, unless otherwise agreed upon in writing and in
advance, at its sole expense:
(i) purchase and maintain any equipment that Customer and/or its
Authorized Users may require to communicate with the Service network;
and
(ii) establish and maintain facilities or services for connecting
Customer's and/or its Authorized Users' networks or host processors to
the Service network (such as private line connections and/or frame relay
service); and (iii) maintain at its sole expense and option, all MES's
and ensure that each is technically and operationally compatible with
the Service network and is in compliance with applicable state and
federal laws, rules, and regulations; and
(iv) procure any other items or services, including, but not limited
to, any applications software or professional services that may be
required by Customer and/or its Authorized Users in connection with the
Service and/or this Agreement; and (v) submit a completed copy of the
form entitled, "AirBridge Packet Service Request Form", attached hereto
as Exhibit C, for modification, addition or deletion of ▇▇▇▇/ElDs during
the term of this Agreement; and
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pay and hereby guarantees the payment of all invoices presented by BANM under
the terms of this Agreement.
6. AVAILABILITY OF THE SERVICE,
The Service is available for Customer and/or its Authorized Users who are
equipped for the Service when they are within the range of cell sites providing
the Service.
6.1 The Service is subject to transmission limitations caused by
atmospheric and like conditions. The Service may be temporarily
interrupted or curtailed due to government regulations, suspected
fraudulent activities, equipment modifications, upgrades, relocations,
repairs and similar activities necessary or appropriate for the proper
or improved operation of the Service. 6.2 The Service, although
encrypted, is capable of being intercepted without knowledge of or
permission from Customer by unauthorized third parties possessing
certain types of devices or equipment.
7. TARIFF FILINGS.
This Agreement and performance hereunder are subject to any required State and
Federal regulatory filings. Where required, BANM shall commence the process for
submission of any such filings upon execution of this Agreement.
8. BILLING.
BANM will provide Customer with a monthly invoice for the Service
provided under this Agreement. 8.1 The invoice will identify charges in
accordance with Exhibit B. Terms of payment shall be net thirty (30)
days from the date of the invoice. 8.2 Undisputed payments received more
than thirty (30) days after the date of the invoice will incur a late
payment charge in the amount of the greater of one and one-half percent
(11/2%) of the unpaid balance or the applicable limit (if any) set by
law for each month or fraction thereof that such balance shall remain
unpaid. 8.3 Customer will reimburse BANM for court costs, attorney's
fees, costs of investigation or collection and similar expenses incurred
by BANM in the enforcement of any right or privilege hereunder. 8.4 BANM
may verify and/or reverify Customer's credit rating at any time and BANM
may require Customer at any time to make a suitable deposit that BANM
shall hold as guarantee of the payment of charges. Upon termination of
Service, BANM may apply Customer's deposit against Customer's ▇▇▇▇ for
all charges.
9. LIMITATION OF LIABILITY,
9.1 IN NO EVENT SHALL BANM BE LIABLE TO CUSTOMER, ITS AUTHORIZED USERS, OR
EMPLOYEES AND/OR AGENTS OF EITHER OF THEM, OR ANY THIRD PARTY, FOR ANY
INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE DAMAGES, OR
LOST PROFITS OR ANY CLAIM OR DEMAND OF ANY NATURE OR KIND, INCLUDING,
BUT NOT LIMITED TO, USE OR INABILITY TO USE/ACCESS THE SERVICE,
INCLUDING, BUT NOT LIMITED TO, RELIANCE BY CUSTOMER AND/OR AN
AUTHORIZED USER ON ANY DATA OBTAINED THROUGH USE OF THE SERVICE, ANY
INTERRUPTION, DEFECT, ERROR, VIRUS OR DELAY IN OPERATION OR
TRANSMISSION, ANY FAILURE TO TRANSMIT OR ANY LOSS OF DATA, ARISING OUT
OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OR BREACH
THEREOF.
10. DISCLAIMER OR WARRANTY
10.1 DUE TO THE POSSIBILITY OF ERRORS INCIDENT IN THE USE OF CDPD, THE
SERVICE FURNISHED BY BANM IS SUBJECT TO THE TERMS, CONDITIONS AND
LIMITATIONS SPECIFIED HEREIN. BANM MAKES NO WARRANTY, EITHER EXPRESS
OR IMPLIED, CONCERNING THE SERVICE, INCLUDING WITHOUT LIMITATION,
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR
USE.
10.2 CUSTOMER ACKNOWLEDGES IT HAS SELECTED CUSTOMER'S SOFTWARE AND/OR
EQUIPMENT (INCLUDING EQUIPMENT THAT MAY BE PURCHASED BY CUSTOMER
THROUGH BANM). BANM HAS MADE AND MAKES NO REPRESENTATIONS OR
WARRANTIES WHATSOEVER, DIRECTLY OR INDIRECTLY, EXPRESS OR IMPLIED, AS
TO THE SUITABILITY, DURABILITY, FITNESS FOR PARTICULAR PURPOSE OR USE,
MERCHANTABILITY, CONDITION OR QUALITY OF THE CUSTOMER SELECTED
EQUIPMENT AND/OR SOFTWARE. BANM SHALL NOT BE LIABLE TO CUSTOMER AND/OR
ANY AUTHORIZED USER FOR ANY LOSS, DAMAGE OR EXPENSE OF ANY KIND OR
NATURE CAUSED DIRECTLY OR INDIRECTLY BY THE CUSTOMER SELECTED
EQUIPMENT AND/OR SOFTWARE, OR BY THE USE OR MANUFACTURE THEREOF, OR BY
ANY REPAIR, SERVICE OR ADJUSTMENT THERETO OR BY ANY INTERRUPTION OF
SERVICE OR LOSS OF USE THEREOF, OR FOR ANY LOSS OF BUSINESS OR DAMAGE
WHATSOEVER AND HOWSOEVER CAUSED. TO THE EXTENT PERMITTED, BANM AGREES
TO ASSIGN TO CUSTOMER ANY OF THE EQUIPMENT MANUFACTURER'S WARRANTIES
RECEIVED BY BANM WITH RESPECT TO THE CUSTOMER SELECTED EQUIPMENT.
11. CREDIT FOR OUTAGES
No credit or adjustment will be made for interruptions of the Service unless
the interruption continues for a period of twenty-four (24) hours or more,
measured from the time the interruption is reported to BANM by Customer. In
the event of an interruption of the Service that continues for a period of
twenty-four (24) hours or more, credit allowance will be made, at Customer's
request, for a pro-rata amount not to exceed the minimum charge per NEI for
that month for each NEI rendered inoperative by the interruption. The credit
shall be available only where the interruption is in no part due to the acts
or omissions of Customer or an Authorized User whether negligent or
otherwise or by interruptions caused by failure of equipment or service not
provided by BANM. The foregoing credit shall be the sole and exclusive
remedy to Customer and/or Authorized User for any interruption of the
Service. In order to be eligible for any such credit, Customer must request
the credit within sixty (60) days of the commencement of the interruption.
12. USE OF THE SERVICE,
12.1 The Service furnished hereunder is for use only by Customer or its
Authorized Users. 12.2 Customer will be liable for all usage and
administrative charges and any other losses, damages, charges or expenses
arising from or out of the fraudulent use of Service, including unauthorized
use resulting from or attributable to Customer and/or its Authorized Users.
The parties will actively cooperate in order to minimize the fraudulent or
other unauthorized use and subsequent abuse of the Service provided by BANM.
13. USE OF MARKS,
13.1 Customer shall not, directly or indirectly, hold itself out as or
otherwise create the impression that it is sponsored, authorized, endorsed
by, affiliated with, or an agent of BANM or an affiliate thereof.
Additionally, Customer shall not use the name "▇▇▇▇ Atlantic NYNEX Mobile",
"▇▇▇▇ Atlantic", "NYNEX" or any ▇▇▇▇ used by BANM, ▇▇▇▇ Atlantic or NYNEX or
any of their affiliates, or any colorable imitation thereof, in or as part
of any company name or trade name or in any other confusing or misleading
manner, without the prior written consent of BANM. Nothing contained in this
Agreement is intended to convey a license to use any such trademarks,
service marks or trade names.
14.INDEMNIFICATION.
(a) Customer shall defend, indemnify, and save harmless BANM and its
successors and assigns and its employees and agents and their heirs, legal
representatives and assigns from any and all claims or demands whatsoever,
including the costs, expenses and reasonable attorney's fees
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incurred on account thereof, that may be made by any person, specifically
including, but not limited to, employees of the Customer, including, but not
limited to, claims for bodily injury (including death to persons) or damage
to property (including theft) occasioned by or alleged to have been
occasioned by the acts or omissions of Customer, its employees or persons
furnished by the Customer whether negligent or otherwise. (b) Customer shall
defend BANM at BANM's request, against any such liability, claim or demand.
The foregoing indemnification shall apply whether Customer or BANM defends
such suit or claims. BANM agrees to notify Customer promptly of any written
claim or demands against BANM for which Customer is responsible hereunder.
15. TERM OF AGREEMENT,
15.1 This Agreement shall be effective when executed by an authorized
representative of BANM ("Effective Date"). The term of this Agreement shall
be three (3) years from the Effective Date. This Agreement shall
automatically renew for additional one (1) year terms unless either party
provides at least sixty (60) days written notice prior to the expiration
thereof of its intention not to renew this Agreement.
16. TERMINATION OF THE SERVICE.
16.1 Upon nonpayment of any sum due BANM, or upon a violation by Customer of
any of the provisions of this Agreement, BANM may give Customer written
notice of such nonpayment and/or violation. If Customer fails to rectify the
nonpayment or the violation within thirty (30) days of being given such
written notice, then BANM may immediately, without incurring any liability,
temporarily discontinue or interrupt the furnishing of the Service to
Customer. 16.2 Should Customer or its Authorized User's MES's be used with
the Service provided by BANM in violation of any of the provisions of this
Agreement, BANM may, immediately upon written notice to Customer, without
incurring any liability, take such action as it may reasonably determine is
necessary or appropriate for the provision of the Service to its customers.
Customer shall effect the discontinuance of any use of MES that is in
violation of this Agreement immediately upon notice to it of the violation,
and shall confirm in writing to BANM within five (5) business days that such
use has been discontinued. BANM may, in sole discretion, choose to restore
service to the MES in question when Customer has complied with the
provisions of this Section 17.2.
17. TERMINATION OF AGREEMENT,
17.1 Upon Default by Customer under this Agreement, of which Customer has
been given written notice, and which Customer has not cured within thirty
(30) days of such written notice BANM may, without incurring any liability,
immediately terminate this Agreement.
17.2 For purposes of this Section 19, "Default" shall be defined as:
17.2.1 Failure by Customer to pay any charge when due (i.e. within thirty
(30) days of date of invoice) or to perform or observe any term or condition
of this Agreement; or 17.2.2 Institution by the Customer of any proceeding
in bankruptcy, reorganization, or insolvency; institution against Customer
of any proceeding in bankruptcy, reorganization, or insolvency that is
acquiesced to or not dismissed within ninety (90) days; appointment of a
receiver for any substantial part of Customer assets; the making of an
assignment for the benefit of creditors or an admission in writing of
Customer of its inability to pay its debts as they mature.
18. PROPRIETARY AND CONFIDENTIAL INFORMATION.
In connection with BANM's provision of the Service, certain confidential and
proprietary, technical, financial or business information may be disclosed by
BANM. 'Me term "Information," as used in this Agreement, includes all
specifications, drawings, sketches, models, samples, reports, plans, forecasts,
current or historical data, computer programs or documentation and all other
technical, financial or business data. "Proprietary and/or Confidential
Information" is defined as Information which is in the possession of BANM, is
not generally available to the public, and which BANM desires to protect against
unrestricted disclosure or competitive use. All Information which is disclosed
by BANM to Customer and which is to be protected hereunder as Proprietary and/or
Confidential Information of BANM shall:
a. if in writing or other tangible form, be conspicuously labeled as
proprietary, confidential or the like at the time of delivery; and
b. if oral, be identified as Proprietary and/or Confidential Information
prior to disclosure and be reduced to a writing labeled as indicated
in (a) above within fifteen (I 5) business days after its disclosure.
BANM shall have the right to correct any inadvertent failure to designate
Information as Proprietary and/or Confidential Information as set forth above
by written notification as soon as practical (but in no event later than five
(5) business days) after such error is determined. After receiving said
notification, Customer shall from that time forward treat such Information as
Proprietary and/or Confidential Information.
c. With respect to Proprietary and/or Confidential Information provided
under this Agreement, Customer shall during the ten-n of this
Agreement and for two (2) years after termination or expiration of
this Agreement:
(1) hold the Proprietary and/or Confidential Information in strictest
confidence; and
(2) restrict disclosure and/or use to solely those
employees of Customer with a need to know and not disclose it to any
other parties; and
(3) advise those employees of their obligations with respect to the
Proprietary and/or Confidential Information and use the Proprietary
and/or Confidential Information only for the purposes hereunder except
as may otherwise be mutually agreed upon in writing.
d. Any Information disclosed by BANM to Customer which BANM holds subject
to an obligation of confidence to a third party, shall be subject to
the same level of protection as Proprietary and/or Confidential
Information of BANM'S, provided BANM advises Customer of the
confidential nature of such third party Information.
e. Customer shall have no obligation to preserve the proprietary nature
of any Information which:
(1) is made public by BANM; or
(2) was previously known to Customer free of any obligation to keep
confidential and is so documented; or
(3) is received by a third party without restriction and without
breach of this Agreement; or (4) is independently developed by
Customer and is so documented; or (5) which Customer is required to
disclose pursuant to a valid order of a court or other
governmental body or any political subdivision thereof-,
provided, however, that Customer shall first have given notice to BANM.
f. All Information shall be deemed the property of BANM. Upon request
Customer shall return all Information in tangible form to BANM or
destroy all such Information.
g. Upon discovery of any disclosure by Customer, its agents, employees,
consultants or contractors, of any Proprietary and/or Confidential
Information, Customer shall notify BANM and, at its own expense, take
all steps necessary to prevent any further disclosure of Proprietary
and/or Confidential Information in violation of this Agreement.
h. Nothing contained in this Agreement shall be construed as granting or
conferring any rights by license or otherwise in any Information
disclosed to Customer.
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19. MISCELLANEOUS,
19.1 Entire Agreement: Amendment. This Agreement and the attached Exhibits
constitute the entire agreement between the parties with respect to the
provision of the Service and associated services and supersede all prior
agreements, proposals, and understandings, whether written or oral. Any
modification or waiver of any provision of this Agreement must be in writing and
signed by authorized representatives of the parties.
19.2 Severability. If any provision, or portion thereof, of this Agreement is
invalid or unenforceable under applicable statute or rule of law, it is only to
that extent to be deemed omitted, and such unenforceability shall not affect any
other provision of this Agreement, but this Agreement shall then be construed as
if such unenforceable provision or provisions had never been contained herein.
19.3 Independent Contractor. No party nor its employees or agents shall be
deemed to be employees or agents of the other party, it being understood that
each party is an independent contractor for all purposes and at all times, and
each party shall be wholly responsible for withholding and payment of all
federal, state, and local income and other payroll taxes with respect to its
employees, including contribution from them as required by law.
19.4 Waiver. The failure by Customer or BANM at any time to enforce any of the
provisions of this Agreement or any right with respect thereto, will in no way
be construed to be a waiver of such provisions or rights or in any way to affect
the validity of this Agreement. The exercise by a party of any rights under the
terms or provisions of this Agreement shall not preclude or prejudice the
exercising thereafter of the same or any other right.
19.5 Governing Law. Subject to any tariffs on file with any state or federal
regulatory body, this Agreement shall be governed by the law of the State of New
Jersey regardless of any conflicts of laws or rules which would require the
application of the laws of another jurisdiction.
19.6 Notices. Any notice to be given hereunder by either party to the other
shall be in writing and shall be valid and sufficient if dispatched by: a)
registered or certified mail, postage prepaid in any post office in the United
States; b) hand delivery; or c) overnight courier prepaid.
Notices to BANM shall be addressed to:
▇▇▇▇ Atlantic NYNEX Mobile
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: GM Product Management
with a copy to Legal Dept. - same address
Notices to Customer shall be addressed to:
U.S. Wireless Data Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, #▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention:
If either party changes its address during the term hereof, it shall so advise
the other party in writing and any notice thereafter required to be given shall
be sent by certified mail to such new address. 19.7 Captions. The captions in
this Agreement are for convenience only and shall not be construed to define or
limit any of the terms herein. 19.8 Publicity and Advertising. Without the prior
written consent of the other party, no party hereto will disclose to any person
the terms and conditions of this Agreement, except as may be required by law and
then only in compliance with Section 18.3(e). Customer shall submit to BANM all
advertising, sales promotion, press releases and other publicity matters
relating to the Service furnished by BANM under this Agreement wherein BANM's
name or marks is mentioned or language from which the connection of said names
or marks therewith may be inferred or implied. Customer shall not publish or use
such advertising, sales promotion, press releases, or publicity matters without
BANM's prior written approval.
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19.9 Assignment. Any assignment of this Agreement, in whole or in part, or any
other interest hereunder without BANM's prior written consent shall be void. It
is further agreed that BANM, upon written notice to Customer, may assign this
Agreement, in whole or in part, or any of its rights, duties and obligations
under this Agreement to its parent, an affiliate or affiliates of BANM, or to a
partnership or partnerships in which BANM, its parent or an affiliate has an
BANM interest. This Agreement shall benefit and be binding upon the parties
hereto and their respective successors and permitted assigns.
19.10 Authorized Signatures. BANM and Customer each represent that the
individual signing this Agreement on its behalf has the power and authority to
enter into this Agreement and that this Agreement constitutes a valid and
binding obligation of each party.
19.11 Compliance with Laws Both parties shall comply with all applicable local,
state, and federal regulations, laws, ordinances, rules, and decisions.
19.12 Acts of God. In no event shall BANM have any liability for any failure to
comply with this Agreement, if such failure results from the occurrence of any
contingency beyond the reasonable control of BANM, including without limitation,
the cellular provider serving a particular area, strike or other labor
disturbance, riot, theft, flood, fire, lightning, storm, any act of God, power
failure, war, national emergency, interference by any government or governmental
agency, embargo, seizure, or enactment of any law, statute, ordinance, rule or
regulation.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives.
CELLCO PARTNERSHIP
By ▇▇▇▇ Atlantic NYNEX Mobile, Inc.,
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EXHIBIT A
This Exhibit A sets forth the Area(s), as that term is used in this Agreement,
in which BANM is authorized to provide CRS as described in this Agreement. In
this Exhibit there is described the individual counties of the MSA's and/or
RSA's in which BANM is authorized to conduct its CRS operations
1 . (a) COUNTIES OF THE MSA(S) IN WHICH BANM IS LICENSED:
Bronx NY, Kings NY, New York NY, Queens NY, Richmond NY, ▇▇▇▇▇▇ NY, Rockland NY,
Westchester NY, Bergen NJ, Nassau NY, Suffolk NY, Essex NJ, ▇▇▇▇▇▇ NJ, Somerset
NJ, Union NJ, ▇▇▇▇▇▇ NJ and Passaic NJ of the New York MSA; Bucks PA, Chester
PA, Delaware PA, ▇▇▇▇▇▇▇▇▇▇ PA, Philadelphia PA, Burlington NJ, Camden NJ and
Gloucester NJ of the Philadelphia MSA; Essex MA, Middlesex MA, Plymouth MA,
Suffolk MA and Rockingham NH of the Boston MSA; District of Columbia, ▇▇▇▇▇▇▇
MD, ▇▇▇▇▇▇▇▇▇▇ MD, Prince Georges MD, Alexandria City VA, Fairfax City VA, Falls
Church City VA, Manassas City VA, Manassas Park City VA, Arlington VA, Fairfax
VA, Loudoun VA and Prince ▇▇▇▇▇▇▇ VA of the Washington DC MSA; Allegheny PA,
Beaver PA, Washington PA and ▇▇▇▇▇▇▇▇▇▇▇▇ PA of the Pittsburgh MSA; Baltimore
City MD, ▇▇▇▇ Arundel MD, Baltimore MD, ▇▇▇▇▇▇▇ MD, Harford MD and ▇▇▇▇▇▇ MD of
the Baltimore MSA; Hartford CT, Middlesex CT and Tolland CT of the Hartford MSA;
New Haven CT of the New Haven MSA; Madison NY, Worcester MA of the Worcester
MSA; Lackawanna PA, Carbon PA, Lehigh PA, Northampton PA and ▇▇▇▇▇▇ NJ of the
Allentown MSA; ▇▇▇▇▇▇▇ City VA, Chesterfield VA, Goochiand VA, Hanover VA,
Henrico VA, ▇▇▇▇▇▇ NC, Meklenburg NC and Union NC of the Charlotte MSA;
Middlesex NJ of the New Brunswick MSA; Hampden MA and Hampshire MA of the
Springfield MSA; Greenville SC, ▇▇▇▇▇▇▇ SC and Spartanburg SC of the Greenville
MSA; New Castle DE, Salem NJ and ▇▇▇▇▇ MD of the Wilmington MSA; Monmouth NJ of
the Long Branch MSA; Bristol MA of the New Bedford MSA; Lexington SC and
Richland SC of the Columbia MSA; Gloucester VA, Hampden City VA, ▇▇▇▇▇ City VA,
Poquoson City VA, Barks PA of the Reading MSA; ▇▇▇▇▇▇ NJ of the Trenton MSA;
Hillsborough NH of the Manchester MSA; Atlantic NJ and Cape May NJ of the
Atlantic City MSA; Orange NY of the Orange County MSA; Dutchess NY of the
Poughkeepsie MSA; New London CT of the New London MSA; Alexander NC, ▇▇▇▇▇ NC
and Catawba NC of the Hickory MSA; Berkshire MA of the Pittsfield MSA; Anderson
SC of the ▇▇▇▇▇▇▇▇ MSA; Cumberland NJ of the Vineland MSA; ▇▇▇▇▇▇ NY and
Washington NY of the ▇▇▇▇ Falls MSA; Chittenden VT and Grand Isle VT of the
Burlington MSA.
lb) COUNTIES OF THE RSA(S) IN WHICH BANM IS LICENSED:
Hunterdon in NJ 1-HUNTERDON; Ocean in NJ 2-OCEAN; Sussex in NJ 3-SUSSEX; Kent
and Sussex in DE 1-KENT; Kent, Queen Annes, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, Dorchester,
Wicomico, Somerset, ▇▇▇▇▇▇▇, St. Marys, and Worcester in MD 2-KENT; ▇▇▇▇▇▇▇▇▇ in
MD 3-FREDERICK; ▇▇▇, Wise, Dickenson, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ and Norton City in VA
1-▇▇▇; Frederick, Clark, Shenandoah, Page, Rappahannock, Fauquier, Warren and
Winchester City in VA 10-▇▇▇▇▇▇▇▇▇ (Bl); ▇▇▇▇▇, Jackson, Roane, and ▇▇▇▇▇▇▇ in
WV 1-▇▇▇▇▇; Wetzel, Tyler, Doddridge, Ritchie, Gilmer, Lewis, ▇▇▇▇▇▇▇▇▇ in WV
2-▇▇▇▇▇▇; McKean, Camerom, and Elk in PA 2-MCKEAN; ▇▇▇▇▇▇, Clarion, ▇▇▇▇▇▇▇▇ and
▇▇▇▇▇▇▇▇▇ in PA 6-▇▇▇▇▇▇▇▇ (B2); Indiana, Jefferson and Clearfield in PA 7-
JEFFERSON; ▇▇▇▇▇▇ and Fayette in PA 9-▇▇▇▇▇▇; Huntingdon, Juniata and Mifflin in
PA 11- HUNTINGDON; ▇▇▇▇▇▇▇ in CT 2-▇▇▇▇▇▇▇; Newport in RL-NEWPORT; Cherokee,
Clay, Graham, Macon, Swain, Haywood, ▇▇▇▇▇▇▇ and Transylvania in NC 1-CHEROKEE;
Anson, Montgomery, Richmond, Scotland in NC 5-ANSON; Cabarrus, Stanly, Rowan,
Iredell, and Davie in NC 15-CABARRUS; Laurens, Greenwood, McCormick, Edgefield,
Saluda, Newberry and Abbeville in SC 2-LAURENS; ▇▇▇▇▇▇▇, Orangeburg, Barnwell,
▇▇▇▇▇▇▇ and Allendale in SC 7- ▇▇▇▇▇▇▇; Oconee in SC 1-OCONEE; Cherokee,
▇▇▇▇▇▇▇, Union and Fairfield in SC 3-CHEROKEE; Lancaster and York in SC
9-LANCASTER; Barnstable, ▇▇▇▇▇ and Nantucket in MA 2- BARNSTABLE; ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ and Merrimack in NH 2-▇▇▇▇▇▇▇; Franklin, Orleans, Essex, Lamoille,
Washington, Caledonia and Orange in VT 1-FRANKLIN; Addison, Rutland, Windsor,
Bennigton and ▇▇▇▇▇▇▇ in VT 2-ADDISON; Dawson, Lumpkin, White, Habersham, Hall,
Banks, Franklin, Stephens, Rabun, ▇▇▇▇▇▇ in GA 2-▇▇▇▇▇▇.
9
EXHIBIT B
(Confidentially for this page of this document has been requested pursuant to
Commission rule 24b-2. The omitted material has been filed separately with the
Commission.)
10
EXHIBIT C
AirBridge's Packet Service Request Form
Please fax requests to ▇▇▇▇▇▇▇ Pazkiewicz or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ at ▇▇▇-▇▇▇-▇▇▇▇
Contract Number Date
Customer Number Quantity
MDIS ..... EID's NEI's Activation/Deactivation Date
2 .... 2. 2.
3 .... 3. 3.
4 .... 4. 4.
5 .... 5. 5.
MDIS EID's NEI's Activation/Deactivation Date
2 2. 2.
3 3. 3.
4 4. 4.
5 5. 5,
MDIS EID's NEI's Activation/Deactivation Date
1 1. 1.
2 2. 2.
3 3. 3.
4 4. 4.
5 5. 5.
MDIS EID's NEI's Activation/Deactivation Date
2 2. 2.
3 3. 3.
4 4. 4.
5 5. 5.
Authorized Signer:
Print Name and Title
Signature:
EXHIBIT C
AirBridgee Packet Service Request Form
Please fax requests to ▇▇▇▇▇▇▇▇ ▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇ at ▇▇▇-▇▇▇-▇▇▇▇
Contract Number Date
Customer Number Quantity
MDIS EID's NEI's Activation/Deactivation Date
2 2. 2.
3 3. 3.
4 4. 4.
5 5. 5.
MDIS EID's NEI's Activation/Deactivation Date
2 2. 2.
3 3. 3.
4 4. 4.
5 5. 5,
MDIS EID's NEI's Activation/Deactivation Date
2 2. 2.
3 3. 3.
4 4. 4.
5 5. 5.
MDIS EID's NEI's Activation/Deactivation Date
2 2. 2.
3 3. 3.
4 4. 4.
5 5. 5.
Authorized Signer:
Print Name and Title
Signature:
