EXHIBIT 99.3
ROAMING AGREEMENTS WITH AT&T WIRELESS
On July 11, 2003, Xxxxxx Communications and we each entered into a GSM/GPRS
roaming agreement and a GSM/GPRS operating agreement with AT&T Wireless, or AWS.
The following is a summary of these GSM/GPRS roaming and operating agreements.
XXXXXX COMMUNICATIONS ROAMING AGREEMENT
The roaming agreement expires on July 11, 2008, subject to earlier
termination for several reasons, including the technical or commercial
impracticability of using a party's roaming network, the occurrence of an
unacceptable level of unauthorized use, or the revocation or nonrenewal of a
party's GSM license.
The roaming agreement provides for negotiated roaming rates for GSM/GPRS in
the respective markets of Xxxxxx Communications and AWS. These rates are fixed
for the first three years, subject to modification in limited circumstances.
Xxxxxx Communications can initiate negotiations for new rates in years four and
five. If Xxxxxx Communications does not initiate rate negotiations, or if Xxxxxx
Communications initiates negotiations, but AWS and Xxxxxx Communications are
unable to agree upon new rates, the rates in effect for year three will continue
for years four and five, and AWS may compete against Xxxxxx Communications in
its markets.
XXXXXX COMMUNICATIONS OPERATING AGREEMENT
Under the operating agreement, Xxxxxx Communications has agreed to
construct and operate facilities-based mobile wireless telecommunications
systems using EDGE-compatible GSM/GPRS technology in specified markets. If
Xxxxxx Communications fails to meet its construction obligation, AWS will have
the right to co-locate GSM/GPRS telecommunications equipment on Xxxxxx
Communications' cell sites. Xxxxxx Communications has agreed to cause its
systems to be technologically compatible with AWS' GSM/GPRS systems and will
comply substantially with the AWS network performance standards. With respect to
any mobile wireless services using new technology deployed by AWS in its
markets, Xxxxxx Communications may elect to be the preferential roaming provider
for AWS if Xxxxxx Communications and AWS reach agreement on mutually
satisfactory terms within 30 days of commencement of discussions.
Subject to certain exceptions, for the first three years of the operating
agreement, AWS and its controlled affiliates will not, directly or indirectly,
engage in a business that provides or resells, or grants a license that
facilitates or enables the provision or resale of, facilities-based mobile
wireless telecommunications services using GSM/GPRS on any spectrum in any
markets of Xxxxxx Communications. Subject to the provisions of the roaming
agreement, Xxxxxx Communications may elect to extend the exclusivity period for
the last two years of the operating agreement. However, AWS may engage in
investments, asset sales or other business combination transactions involving
markets overlapping with Xxxxxx Communications if the overlap is less than 25%
of the total markets in the transaction (measured by population); in such event,
AWS customers would no longer need to roam on Xxxxxx Communications' systems in
such markets.
AWS has agreed that substantially all of its customers, when roaming in any
of Xxxxxx Communications' markets, will seek GSM or GPRS roaming service from
Xxxxxx Communications prior to seeking such service from another carrier other
than Cingular or NPI Wireless so long as Xxxxxx Communications is in compliance
with its construction, operational and other requirements under the agreements.
AWS may terminate the preferred GSM roaming provider and limited
exclusivity provisions of the operating agreement if Xxxxxx Communications
ceases to be in compliance with its construction, operational and other
requirements under the agreement, or if a major competitor of AWS acquires
Xxxxxx Communications.
AMERICAN CELLULAR ROAMING AND OPERATING AGREEMENTS
Our roaming and operating agreements with AWS are similar to the roaming
and operating agreements between Xxxxxx Communications and AWS. However, our
operating agreement expires on July 11, 2008,
subject to earlier termination on November 30, 2003 if (i) the Restructuring has
not been consummated by that date, (ii) our operating and roaming agreements
have not been approved by the Bankruptcy Court without the imposition of any
condition that would adversely affect AWS or its business in any material
respect (in the event the Restructuring is consummated through the in-court
Restructuring), (iii) AWS has failed to complete its withdrawal as a member of
ACC Acquisition LLC, or (iv) the holders of the existing notes have not released
AWS and its affiliates from all claims arising from the ownership of existing
notes in the manner contemplated by Article IX of the plan of reorganization
attached hereto as Appendix I or the last paragraph of "Terms and Conditions of
the Exchange Offers and Consent Solicitation -- The Exchange Offers" (or in
another manner acceptable to AWS). Our roaming rates decrease over the term of
our roaming agreement, subject to modification in certain limited circumstances.
In limited circumstances, our roaming agreement may also be extended beyond July
11, 2008. Unlike Xxxxxx Communications, we will be AWS' preferred GSM roaming
provider over Cingular and NPI Wireless in our markets (so long as we are in
compliance with our construction, operational and other requirements under the
agreements), and we will be the sole provider of toll services for all of AWS'
TDMA, GSM and GPRS roaming traffic in our markets.
AWS may compete against us in our Kentucky markets and, AWS may engage in
investments, asset sales or other business combination transactions involving
markets overlapping with our markets if the overlap is less than 25% of the
total markets in the transaction (measured by population), subject to our right
to buy such overlapping markets at fair market value. If we do not do so, AWS
may retain such markets and its customers would no longer need to roam on our
systems in such markets.
AMERICAN CELLULAR TDMA AGREEMENT
Our existing TDMA roaming agreement with AWS will be amended as part of the
Restructuring, and extend through June 30, 2007. Subject to certain
circumstances, AWS has agreed not to construct, own or acquire a controlling
interest in, or manage a communications system that provides TDMA mobile
wireless service in areas in which we operate our cellular systems until
February 25, 2005. However, AWS may engage in investments, asset sales or other
business combination transactions involving markets overlapping with ours if the
overlap is less than 25% of the total markets in the transaction (measured by
population); in such event, AWS customers would no longer need to roam on our
systems in such markets. Subject to certain circumstances, we will be the
preferred provider of roaming services for AWS' subscribers who roam in our
markets until February 25, 2005.
To the extent permitted by law, AT&T Corp. will be our preferred provider
of long distance service while AWS is the preferred provider of roaming services
for our subscribers who roam in AWS' markets.
