Exhibit 10.1
FIRST AMENDMENT TO SERVICES AGREEMENT
THIS FIRST AMENDMENT TO SERVICES AGREEMENT (this "Amendment") is made and
entered into as of this 21st day of February, 2003 by and among AIRGATE SERVICE
COMPANY, INC., a Delaware corporation ("Service Co"), AIRGATE PCS, INC., a
Delaware corporation ("AirGate"), iPCS WIRELESS, INC., a Delaware corporation
and iPCS, INC., a Delaware corporation (iPCS, Inc. and iPCS Wireless, Inc. are
collectively referred to as "iPCS").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the parties to this Amendment are parties to that certain Services
Agreement, dated as of January 1, 2002 (the "Services Agreement"); and
WHEREAS, the parties desire to amend the Services Agreement as set forth
herein.
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Service Co, AirGate and iPCS hereby agree as follows:
1. Controlling Language. Insofar as the specific terms and provisions of this
Amendment purport to amend or modify or are in conflict with the specific
terms, provisions and exhibits of the Services Agreement, the terms and
provisions of this Amendment shall govern and control; in all other
respects, the terms, provisions and exhibits of the Services Agreement
shall remain unmodified and in full force and effect.
2. Termination of Specific Services. The Services Agreement is hereby amended
to add thereto a new Section 1.6, reading in its entirety as follows:
"1.6 Termination of Specified Services. At any time upon thirty (30)
days prior written notice to the other parties hereto, any party hereto may
terminate any of the Services being performed hereunder. Any such notice
shall describe with reasonable particularity the Services that are no
longer to be provided, and if practicable shall also describe the
particular department codes (as utilized by the parties' internal
accounting group) affected thereby. Notwithstanding the foregoing, with
respect to the termination of network operations Services, iPCS shall be
required to give sixty (60) days prior written notice of termination and
AirGate shall be required to give one hundred and twenty (120) days prior
written notice of termination; and with respect to accounting Services,
AirGate shall be required to give sixty (60) days prior written notice of
termination and iPCS shall be required to give one hundred and twenty (120)
days prior written notice of termination. Upon the termination of any
particular Services under this Section 1.6, the parties shall make
appropriate amendments to the Technology License Agreement, dated as of
January 1, 2002, among them and certain other parties to terminate the
license with respect to the intellectual property related to the terminated
Services."
3. Immediate Termination of Certain Services by iPCS. Notwithstanding anything
in this Amendment or in the Services Agreement to the contrary, the parties
agree that effective February 1, 2003, iPCS hereby terminates the Services
relating to the internal accounting department codes specified below (it
being understood that Service Co shall no longer be required to provide to
iPCS any Services relating to such department codes, and iPCS shall no
longer be required to make payment therefor):
01000 - CEO
01001 - Board of Directors
01005 - Strategic Development
01006 - Business Development
01015 - Logistics
01051 - Financial Planning
01052 - Controller
01053 - Investor Relations
4. Amendment to Article 2. Article 2 of the Services Agreement is hereby
amended by changing all references to one hundred and twenty (120) days in
such Article 2 to sixty (60) days.
5. Adjustment of Subscriber Numbers. The parties hereto hereby agree that
monthly adjustments will be made to the subscriber numbers to reflect the
number of subscribers for each of iPCS and AirGate.
6. Incorporation. The parties hereto hereby agree that (i) this Amendment is
incorporated into and made a part of the Services Agreement, (ii) any and
all references to the Services Agreement hereafter shall include this
Amendment, and (iii) the Services Agreement is in full force and effect as
of the date hereof, as expressly modified and amended hereinabove.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
AIRGATE SERVICE COMPANY, INC. AIRGATE PCS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------- -------------------------------
Title: Vice President and CFO Title: Vice President and CFO
----------------------------- ----------------------------
iPCS, INC. iPCS WIRELESS, INC.
By: /s/ ▇▇▇ ▇▇▇▇▇ By: /s/ ▇▇▇ ▇▇▇▇▇
-------------------------------- -------------------------------
Title: CRO Title: CRO
----------------------------- ----------------------------
Pursuant to the requirements of Section 9.7 of the Services Agreement, the
undersigned hereby consent to this Amendment
Toronto Dominion (Texas), Inc. ▇▇▇▇▇▇ Brothers Commercial Paper, Inc.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------- --------------------------------
Title: VP Title: Authorized Signatory
------------------------------ ------------------------------
