exv10w1



 






Exhibit 10.1




Intercarrier Multi-Standard Roaming Agreement




by and among




Cingular Wireless LLC




and




Dobson Cellular Systems, Inc.




and




American Cellular Corporation 




Dated as of August 12, 2005




 









 








Table of Contents

List of Exhibits

List of Schedules




	 	 	 	 	 
	 1. Definitions.
	 	 	1	 
	 2. Termination of Existing Agreements.
	 	 	7	 
	 3. Term of Agreement.
	 	 	7	 
	 4. Development and Build Out.
	 	 	7	 
	 5. Preferred Roaming.
	 	 	10	 
	 6. Roaming Core Enabling Network Features.
	 	 	11	 
	 7. Network Quality Metrics.
	 	 	11	 
	 8. Inter-System Handovers.
	 	 	12	 
	 9. Remedies.
	 	 	13	 
	 10. Rates.
	 	 	17	 
	 11. Competitive Parity.
	 	 	17	 
	 12. Home on Home Roaming.
	 	 	18	 
	 13. Geographic Information (Maps).
	 	 	18	 
	 14. Mobile Virtual Network Operators.
	 	 	18	 
	 15. Terms and Conditions of TDMA Roaming.
	 	 	18	 
	 16. Terms and Conditions of GSM Roaming.
	 	 	19	 
	 17. Addition of Markets or Affiliates.
	 	 	19	 
	 18. Deletion of Markets or Affiliates.
	 	 	19	 
	 19. Change of Control.

	 	 	20	 
	 20. Guaranteed Access to Markets.
	 	 	20	 
	 21. Settlement.
	 	 	21	 
	 22. Taxes.
	 	 	21	 
	 23. Audit Rights.
	 	 	22	 
	 24. Points of Contact and Operations Council.
	 	 	22	 
	 25. Dispute Resolution.
	 	 	23	 
	 26. Suspension of Wireless Service.
	 	 	25	 
	 27. Confidential Information.
	 	 	26	 
	 28. Indemnification.
	 	 	27	 
	 29. Notices.
	 	 	27	 
	 30. Termination.
	 	 	29	 
	 31. Rights of Parties Upon Termination.
	 	 	29	 
	 32. Entire Agreement.
	 	 	29	 
	 33. Use of Trademarks.
	 	 	30	 
	 34. Limits of Liability.
	 	 	30	 
	 35. No Partnership or Agency Relationship Created.
	 	 	30	 
	 36. Compliance with Laws.
	 	 	30	 
	 37. Paragraph Headings.
	 	 	31	 
	 38. Original Counterparts.
	 	 	31	 
	 39. Controlling Law.
	 	 	31	 
	 40. Force Majeure.
	 	 	31	 
	 41. Successors and Assigns.
	 	 	32	 
	 42. Mapping of BIDs and BSCs.
	 	 	32	 
	 43. Public Disclosures.
	 	 	32	 
	 44. Board Approvals Required.
	 	 	32	 
	 
	 	 	 	 
	Exhibit 1
— TDMA Roaming Specifications
	 	 	1	 
	Exhibit 2 — Roaming Agreement for GSM
	 	 	1	 
	Exhibit 3 — Existing Roaming/Handover Agreements
	 	 	1	 
	Exhibit 4 — Roaming Core Enablement Network Feature List
	 	 	1	 
	Exhibit 5 — Current Build out Commitments
	 	 	1	 
	Exhibit 6 — List of Sites that Cingular has the Right to Build
	 	 	1	 






 









 






	 	 	 	 	 
	Exhibit 7
— Network Performance Standards, Design Parameters and Quality Metrics
	 	 	1	 
	Exhibit 8 — Reserved
	 	 	1	 
	Exhibit 9 — Intersystem Handover Policies
	 	 	1	 
	Exhibit 10 — In-Process Inter-System Handovers
	 	 	1	 
	Exhibit 11 — List of Sites for Additional Inter-System Handovers
	 	 	1	 
	Exhibit 12 — Points of Contact for Operations Council
	 	 	1	 
	 
	 	 	 	 
	Schedule A.1 — Cingular Total Markets
	 	 	1	 
	Schedule A.2 — Dobson Total Markets
	 	 	1	 
	Schedule B — Dobson Affiliates
	 	 	1	 
	Schedule C.1 — ACC Article 4 Markets as of the Effective Date of the Agreement
	 	 	1	 
	Schedule C.2 — DCS Article 4 Markets as of the Effective Date of the Agreement
	 	 	1	 
	Schedule D.1 — Measured Market Map
	 	 	1	 
	Schedule D.2 — Cingular Measured Markets
	 	 	1	 
	Schedule E — Rates
	 	 	1	 
	Schedule F.1 — Cingular Pre-Existing Preference Obligations
	 	 	1	 
	Schedule F.2 — Dobson Pre-Existing Preference Obligations
	 	 	1	 
	Schedule G — Designated Entities
	 	 	1	 
	Schedule H.1 — BIDs and BSCs Associated with ACC Markets
	 	 	1	 
	Schedule H.2 — BIDs and BSCs Associated with DCS Markets
	 	 	1	 
	Schedule H.3 — BSCs Associated with Cingular Measured Markets
	 	 	1	 






ii









 






Intercarrier Multi-Standard Roaming Agreement




     THIS AGREEMENT is entered into as of the end of the Effective Date by Cingular Wireless LLC, a
limited liability company organized under the laws of Delaware (“Cingular”); and by Dobson
Cellular Systems, Inc., an Oklahoma corporation (“DCS”) and American Cellular Corporation,
a Delaware corporation (“ACC”) (individually and collectively ACC and DCS are referred to
as “Dobson”). Cingular on one hand and Dobson on the other hand will herein collectively
be referred to as the “Parties” or individually as a “Party.”



Recitals




     WHEREAS, each of the Parties either is, or controls, a licensee or permittee of the Federal
Communications Commission (“FCC”) to offer Cellular Radiotelephone Service (“CRS”)
or Personal Communications Service (“PCS”), under FCC regulations at 47 CFR Part 22 or
Part 24, respectively;



     WHEREAS, the Parties desire to make arrangements to facilitate the provision of wireless
roaming services (i) by Cingular and Cingular Affiliates to customers of Dobson or Dobson
Affiliates who desire to use Cingular and Cingular Affiliate systems and (ii) by Dobson and Dobson
Affiliates to customers of Cingular or Cingular Affiliates who desire to use Dobson and Dobson
Affiliate systems, all in accordance with the TDMA Roaming Specifications, attached hereto as
Exhibit 1, and the Roaming Agreement for GSM (AA.12/13), attached hereto as Exhibit
2; and



     WHEREAS, the Parties wish to terminate those certain roaming agreements listed on Exhibit
3 hereto and any associated inter-system handover agreements, as each may have been amended,
including the Previous Roaming Agreements and any other roaming agreements and any associated
inter-system handover agreements between the Parties and/or their Affiliates (the “Existing
Roaming/Handover Agreements”), and to define the wholesale service rates to be charged by each
other for the provision of roaming service to the other’s customers;



     NOW, THEREFORE, in consideration of the promises herein set forth and intending to be legally
bound hereby, the Parties do hereby agree as follows:



1. Definitions.




     Capitalized terms used herein shall have the meaning set forth below or in the body of the
Agreement.



“AAA Rules” shall have the meaning given in Section 25.



“ACC Agreement” shall mean that GSM Operating Agreement between NCWS and ACC dated July 11,
2003, as amended by the Addendum.



“ACC Article 4 Market” shall mean any Market that is subject to Article 4 of the ACC
Agreement, collectively the “ACC Article 4 Markets” As of the Effective Date the
Markets that are ACC Article 4 Markets are listed as Schedule C.1.



“ACC” shall have the meaning given in the preamble.



“Addendum” shall mean that Addendum to GSM Operating Agreements among NCWS, and Dobson of
even date with the Effective Date.



“Adjusted Data Rates” *



* Confidential information has been omitted and filed separately with the SEC.




 









 








“Adjusted Rates” shall mean the Adjusted Voice Rates and Adjusted Data Rates, cumulatively.



“Adjusted Voice Rates” shall for each year during the Term, equal $* per minute of use for
standard domestic airtime and $* per minute of use for domestic toll.



“Affiliate” means any entity that directly or indirectly, through one or more
intermediaries, controls, is controlled by or is under common control with another entity. A
Party’s Affiliates also include any entities that control, are controlled by, or are under
common control with, any other Affiliate of that Party. For purposes of this Agreement,
control shall be defined as (i) fifty percent (50%) or more ownership or beneficial interest
of income and capital of such entity; or (ii) ownership of at least fifty percent (50%) of the
voting power of voting equity; or (iii) sole or shared management by a partner of the entity;
or (iv) regardless of the percentage ownership interest held, the ability to otherwise direct
management policies of such entity by contract or otherwise. Except as expressly provided
otherwise in this Agreement, a Party’s Affiliates shall not include any entity that is not a
provider of Wireless Services. Notwithstanding anything herein to the contrary, Cingular’s
Affiliates shall not include a Designated Entity unless a Designated Entity independently
determines that it wishes to be considered an Affiliate under this Agreement as provided in
Section 17(b). Notwithstanding anything herein to the contrary, Dobson’s Affiliates
shall be only those that are listed on Schedule B hereto, as such Schedule B
may be amended from time to time as set forth in Sections 17 and 18.



“Agreement” means this Intercarrier Multi-Standard Roaming Agreement, including all
exhibits and schedules attached hereto.



“Annual Capital Review Process” means the series of meeting(s) between the Parties held
over a sixty (60) day period during September and October of each calendar year, or as
otherwise agreed by the Parties, for the Parties to establish modifications to the Build Out
Requirements, Roaming Core Enablement Network Features List, Inter-System Handovers and
Design and Build Standards and Quality Metrics for the next calendar year, for Cingular to
present an Option Notice and for the Parties to discuss and evaluate broader strategic
considerations.



“Article 4 Markets” shall mean the ACC Article 4 Markets and the DCS Article 4 Markets.



“Authorized Roamer” means a Roamer associated with equipment identified by a Home Carrier
as qualified to receive Wireless Services from a Serving Carrier.



“BID” means a billing identification area that covers one or more Markets, or parts of one
or more Markets.



“BSC” shall have the meaning given in Section 7(b).



“BTA” means a basic trading area.



“Build Out Requirements” shall mean the requirements set forth in Section 6 and
Section 7.



“Build Out Territory” shall have the meaning given in Section 4(b)(i).



“Build Out Time Period” shall have the meaning given in Section 4(b)(i).



“Business Day” means any day other than a Saturday, Sunday or a United States holiday
observed by national banks.









* Confidential information has been omitted and filed separately with the SEC.



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“Change of Control Event” with respect to any of DCC, DCS or ACC means (i) any
circumstance, event or transaction following which a Competing Carrier, alone or as part of a

group (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act
of 1934, as amended, and the regulations thereunder (the “Exchange Act”)), is the
“beneficial owner” (as such term is used in Rules 13D-3, 13D-5 or 16A-1 under the Exchange
Act) of more than 50% of the voting power of the Voting Securities of any of DCC, DCS or ACC,
respectively (on a fully diluted basis, treating Equity Interests issuable upon conversion,
exchange or exercise of convertible or exchangeable securities, or other rights to acquire
Equity Interests, as issued and outstanding) or otherwise has the power, acting alone, to
control any of DCC, DCS or ACC, respectively; or (ii) the sale of all or substantially all of
the stock, business or assets (including through a merger or otherwise) of any of DCC, DCS or
ACC, respectively to a Competing Carrier.



“Cingular Permitted Activities” shall have the meaning given in Section 9(a).



“Cingular Preferred-Markets” shall mean those Markets of Cingular designated on
Schedule A.2 as subject to preference.



“Cingular” shall have the meaning given in the preamble.



“Cingular Market” shall mean any Market of Cingular listed on Schedule A.1.



“Competing
Carrier” means * and any successors and assigns, as well as any other company of a similar
size that emerges as a wireless carrier as a result of industry consolidation or other
business combinations.



“Competitive Services” shall have the meaning given in each of the GSM Operating
Agreements.



“Competitive Systems” shall have the meaning given in each of the GSM Operating Agreements.



“CRS” shall have the meaning given in the preamble.



“Cure Period” shall have the meaning given in Section 9(d).



“Current Build Out Commitment” shall have the meaning given in Section 4(a).



“DCC” shall mean Dobson Communications Corporation.



“DCS” shall have the meaning given in the preamble.



“DCS Agreement” shall mean that GSM Operating Agreement between NCWS and DCS dated July 11,
2003, as amended by the Addendum.



“DCS Article 4 Market” shall mean any Market subject to Article 4 of the DCS Agreement,
collectively the “DCS Article 4 Markets.” As of the Effective Date, the Markets that
are DCS Article 4 Markets are listed on Schedule C.2.



“Design and Build Standards” shall mean those design and build standards contained in
Exhibit 7.



“Designated Entity” shall mean those entities set forth on Schedule G.



“Dobson” has the meaning given in the preamble.



“Dobson Market” means any Market of Dobson on Schedule A.2.









* Confidential information has been omitted and filed separately with the SEC.



3









 











“Dobson Preferred-Markets” shall mean those Markets of Dobson designated on Schedule
A.1 as subject to preference.



“EDGE” shall mean Enhanced Data for GSM Evolution, a GSM wireless communications technology
that provides 3G like services using GSM 2.5G technology and defined by the relevant ETSI or
3GPP standards.



“Effective Date” shall mean the date that all of the following have occurred: (i) this
Agreement, having previously executed by all Parties, is approved by (A) Cingular’s Board of
Directors; (B) ACCs Board of Directors and (C) DCS’s Board of Directors; (ii) the Addendum has
been approved in accordance with its terms; and (iii) the Release has been approved in
accordance with its terms; provided however, if all such approvals have not been obtained on
or before August 31, 2005, this Agreement shall not become effective and shall be null and
void in all respects.



“Effective Rates” shall have the meaning given in Section 11.



“Equity Interests” means capital stock, partnership interests, limited liability company
interests or other ownership or beneficial interests of any Person.



“Existing Roaming/Handover Agreements” has the meaning given in the third “Whereas” clause.



“Extended Cure Period” shall have the meaning given in Section 9(d).



“FCC” shall have the meaning given in the preamble.



“Feature Specific Cure Period” shall have the meaning given in Section 6(b).



“Final Option Notice” shall have the meaning given in Section 4(b)(i).



“Force Majeure” shall have the meaning given in Section 40.



“GPRS” means General Packet Radio Service.



“GPRS/EDGE Service” means non-voice digital data communication services through either the
GPRS or EDGE protocols.



“GSM” means the Global System for Mobile Communications.



“GSMNA” means the North American Regional Interest Group of the GSM Association.



“GSM Operating Agreements” shall mean the ACC Agreement and the DCS Agreement,
collectively.



“GSM Technology” means GSM and GPRS/EDGE.



“GSM Wireless Services” shall mean the services for GSM roaming in GSM Association
Permanent Reference Document AA.14 for each Party as may be amended from time to time
including GPRS/EDGE Service, but excluding services using 3G technology, and may include
circuit switched based services specified as GSM CS in GSM Association Permanent Reference
Document AA.14, Annex I.2.1; and/or packet switched based services specified as GPRS in GSM
Association Permanent Reference Document AA.14, Annex I.2.2. For purposes of this definition,
GSM roaming shall mean providing GSM digital transmission communications between a Public
Mobile Network Operator (PMN) and internetworking with external networks for a service
subscriber outside its HPMN.








4









 











“Home Carrier” means a Party (including an Affiliate of a Party) that provides Wireless
Service to its registered customers in its Total Market.



“HPMN” means home public mobile network.



“Initial Option Notice” shall have the meaning given in Section 4(b).



“Inter-System Handover” means the successful transfer of a customer’s signal without
dropping from one GSM network to another while allowing the customer to continue to access all
then current Roaming Core Enablement Network Features before, during and after the transfer.



“Local Market Contacts” shall have the meaning given in Section 24.



“Market” shall mean an RSA, MSA or BTA, as applicable.



“Measured Market” shall mean, in the case of Cingular, those Cingular Markets which are
indicated in the red area on the Measured Market Map so long as the Cingular Markets in the
red area overlap or are adjacent to a Dobson Market, and which will be set out on Schedule D.1
as provided by Section 7(a); and in the case of Dobson, each Dobson Market.



“Measured Market Map” shall mean the map described at Schedule D.1.



“Movant” shall have the meaning given in Section 25.



“MSA” shall mean a metropolitan service area.



“MVNO” shall have the meaning given in Section 14.



“NCWS” shall mean New Cingular Wireless Services, Inc. (f/k/a AT&T Wireless Services,
Inc.).



“Network” of a Party shall mean the totality of all infrastructure and technology used by a
Party and its Affiliates to provide Wireless Services in such Party’s Total Market.



“New Cure Period” shall have the meaning given in Section 9(d). 



“New Missed Metric” shall have the meaning given in Section 9(d).



“New Test Period” shall have the meaning given in Section 9(d).



“Non-Complying Party” shall have the meaning given in Section 9(d).



“Operations Council” shall have the meaning given in Section 24.



“Option Commitment” shall have the meaning given in Section 4(b)(i).



“Option Notice” shall mean the Initial Option Notice or the Final Option Notice, as
applicable.



“Party” and “Parties” shall have the meanings given in the preamble.



“PCS” shall have the meaning given in the preamble.



“Person” means an individual, corporation, limited liability company, partnership, trust,
association, joint venture, unincorporated organization or entity of any kind or nature, or a
governmental entity or authority.








5









 











“Preferred Roaming Provider” means that the Serving Carrier is the preferred provider of
Wireless Service to Authorized Roamers in a Preferred Market over any other carrier offering
Wireless Services in such Preferred Market (other than the Home Carrier) while such Authorized
Roamers are in a Serving Carrier’s Preferred-Market(s).



“Preferred-Markets” shall mean the Cingular Preferred-Markets and the Dobson
Preferred-Markets.



“Previous Roaming Agreements” shall mean the Roaming Agreement for GSM/GPRS between NCWS
and DCS dated July 11, 2003, the Roaming Agreement for GSM/GPRS between NCWS and ACC dated
July 11, 2003, the Second Amended and Restated TDMA Operating Agreement between NCWS and ACC
Acquisition LLC and ACC, dated July 11, 2003 and TDMA Operating Agreement Between NCWS and
DCS, dated January 16, 1998, each as may be amended by various addenda.



“Primary Contact” shall have the meaning given in Section 24.



“Quality Metrics” shall mean those quality metrics listed in Exhibit 7.



“Quality Metrics Start Date” shall have the meaning given in Section 7(b).



“Release” shall mean the Confidential Settlement Agreement and Mutual Release dated as of
the date hereof.



“Reseller” means an unrelated Third Party who (i) purchases Wireless Services from a Party
to this Agreement or its Affiliates and resells such Wireless Services to the public using
such Party’s (or its Affiliates’) Network, as such Network may be enlarged from time to time
in accordance with the terms of this Agreement; (ii) establishes its own pricing for such
Wireless Services; (iii) uses no infrastructure (other than infrastructure used to activate or
de-activate subscribers) in connection with the provision of such Wireless Service other than
the infrastructure of such Party; and (iv) generally provides its own customer service and
billing.



“Respondent” shall have the meaning given in Section 25.



“Roamer” means a customer of a Home Carrier who seeks Wireless Service from a Serving
Carrier.



“Roaming Core Enablement Network Features List” shall mean that functionality set forth on
Exhibit 4, as amended from time to time as provided by Section 6(b).



“RSA” shall mean a rural service area.



“Serving Carrier” means a Party (including an Affiliate of a Party) who provides Wireless
Service to customers of the other Party in the Serving Carrier’s Total Market.



“Successfully Implement” or “Successfully Implemented” shall mean that (i) all of
the requirements for an inter-system handover set out in Exhibit 9 have been met, (ii) the
customer service experience is seamless, (iii) the customer successfully transfers from
Cingular’s Network to Dobson’s Network and back to Cingular’s Network, and (iv) the customer
can access all features of the then current Roaming Core Enablement Network Feature List, all
as determined by Cingular.



*








* Confidential information has been omitted and filed separately with the SEC.


6









 











“TDMA Wireless Services” shall mean TDMA and analog based communications, including TDMA
and analog voice services and TDMA data services.



“TDMA” means Time Division Multiple Access.



“Term” shall have the meaning given in Section 3.



“Test Period” shall have the meaning given in Section 9(d).



“Third Party” means a Person other than a Party or an Affiliate of a Party.



“Total Market” of a Party shall mean with respect to Cingular and its Affiliates, all those
Markets listed on Schedule A.1, as updated from time to time in accordance with the
terms hereof, and with respect to Dobson and its Affiliates, all those Markets listed on
Schedule A.2, as updated from time to time in accordance with the terms hereof.



“Triggering Metrics” shall have the meaning given in Section 9(d).



“Voting Securities” means equity securities of a person having the right to vote generally
in the election of the directors (or persons performing equivalent functions) of such person.



“Wireless Service(s)” means, collectively, GSM Wireless Services and TDMA Wireless
Services.



2. Termination of Existing Agreements.




     (a) Termination. 



          The Parties expressly terminate the Existing Roaming/Handover Agreements as of the Effective
Date and all obligations thereunder except for claims for undisputed amounts due; and provided
however, notwithstanding the termination of any prior handover agreements, the intersystem
handovers established pursuant to such agreements and existing as of the Effective Date shall be
maintained.




     (b) Rate Adjustment Credit. 



          Notwithstanding the rates set out in the Previous Roaming Agreements, Cingular, on behalf of
NCWS, and Dobson shall apply the rates for Wireless Services provided for in Section 10
retroactively to the services provided by NCWS, DCS and ACC under the Previous Roaming Agreements
to roaming subscribers between April 9, 2005 and the Effective Date.




3. Term of Agreement.




          The term of this Agreement commences on the Effective Date and continues through the fourth
anniversary of the Effective Date unless earlier terminated pursuant to Section 30 (the
“Term”).




4. Development and Build Out.




     (a) Dobson’s Current Build Out Commitment. 



          Dobson agrees to build the sites set forth in Exhibit 5 and deploy GSM Wireless
Services from those sites no later than twelve (12) months after the Effective Date, all in
accordance with the Build Out Requirements (the “Current Build Out Commitment”).




7









 








     (b) Dobson’s Build Out Option. 



          For so long as the provisions of Article 4 of the ACC Agreement are in effect with respect to
any ACC Article 4 Market or the provisions of Article 4 of the DCS Agreement are in effect with
respect to any DCS Article 4 Market, the following provisions shall apply:




          (i) Process for the Option.




          (A) Except as provided in Subsection (ii) below, as part of each Annual Capital Review
Process, Cingular shall provide a written notice (an “Initial Option Notice”) to Dobson
that will set forth (I) one or more areas within any ACC Article 4 Market (or portion thereof) or
any DCS Article 4 Market (or portion thereof) that is required to be built out (each area, a
“Build Out Territory”) because Dobson does not provide GSM Wireless Services and Cingular
intends to offer GSM Wireless Services in such Build Out Territory(ies) within the subsequent
calendar year or such later deadline as may be specified, (II) reasonably detailed maps for such
area(s), (III) an estimated number of sites required to be built in order to cover each Build Out
Territory as required to meet the Design and Build Standards and the Build Out Requirements, and
(IV) a time period for completion of the required build out (but no earlier than the end of the
subsequent calendar year, or such later deadline as specified) (the “Build Out Time
Period”). Cingular will use commercially reasonable efforts to respond to Dobson’s reasonable
requests for additional or clarifying information, and Cingular may agree to amend the information
contained in the Initial Option Notice based on such additional or clarifying information.




          (B) No later than five Business Days before the end of the Annual Capital Review Process,
Cingular will provide Dobson with a final version of the Initial Option Notice, whether or not it
may have been amended (the “Final Option Notice”). Except as provided in subsection (ii)
below, Dobson shall have five (5) Business Days from its receipt of the Final Option Notice to make
its commitment to Cingular in writing to construct all sites and deploy GSM Wireless Services
pursuant to the Option Notice covering all, but not less than all, of each Build Out Territory it
agrees to build out, which commitment shall be subject to the following: (x) Dobson shall complete
construction of all sites contemplated for each such Build Out Territory, and shall deploy the GSM
Wireless Services in each such Build Out Territory, prior to the expiration of the Build Out Time
Period, and (y) such construction of the sites and the deployment of the GSM Wireless System shall
be performed in compliance with the Build Out Requirements (for each Build Out Territory so
accepted, the “Option Commitment”). For clarity purposes, the Parties agree that the total
length of time between the date of the Initial Option Notice and the date of the Option Commitment
shall not exceed sixty (60) days. Cingular shall not intentionally interfere with Dobson’s efforts
to meet the Option Commitment. The Option Commitment may include any inter-system handovers
mutually agreed to by the Parties.




          (ii) Lack of Eligibility for the Option.




          In the event:





               (A) Dobson fails to meet any of the Build Out Requirements (whether the same one or
different ones) in any month in the same Dobson Market for at least three (3) times during
the twelve (12) months prior to the month in which an Annual Capital Review Process begins;




               (B) Dobson has failed to timely complete the construction required by, and otherwise
perform the requirements of, any prior Option Commitment, in any Dobson



8









 





Market covered, in whole or in part, by the Build Out Territory for such Option
Commitment; or




               (C) pursuant to Section 9 below, Cingular has the right to conduct Cingular
Permitted Activities in a Dobson Market;



then, with respect to such Dobson Market(s), (x) Cingular shall no longer be obligated to give
Dobson any Option Notice, and (y) Dobson shall not be entitled to make any Option Commitment, and
(z) Cingular shall have the right to build, maintain and operate sites without restriction; and to
the extent any such Market is an Article 4 Market, Cingular may conduct Cingular Permitted
Activities in such Market(s).



          (iii) Rescission of the Option.




          Even though Dobson is in default under this Agreement with respect to a Dobson Market, Dobson
shall be entitled to an Initial Option Notice with respect to a Build Out Territory that is located
in such Market if, at the time of such Initial Option Notice, such default is then subject to cure
rights. In such event, if Dobson makes an Option Commitment with respect to such Option Notice,
but after making such Option Commitment fails to cure such default within the required time period,
then the Option Commitment made by Dobson shall be deemed null and void and the Option Notice to
which such Option Commitment related shall be rescinded. Such event shall be treated as if Dobson
was not entitled to such Option Notice and therefore, Cingular shall have the right to build,
maintain and operate the sites in the affected Dobson Market without restriction, and if such
Market is an Article 4 Market, Cingular may conduct Cingular Permitted Activities in such Market.




          (iv) Rights to Perform Option.




          Notwithstanding anything herein to the contrary, only ACC and its Affiliates (and no other
entity) shall have the right to make or perform an Option Commitment in those areas that are
included in the ACC Article 4 Markets, and only DCS and its Affiliates (and no other entity) shall
have the right to make or perform an Option Commitment in areas that are included in the DCS
Article 4 Markets; provided however, that ACC or DCS, as applicable, may use third party vendors
and subcontractors in connection with the performance of an Option Commitment.




     (c) Cingular’s Permitted Build Out Rights in Article 4 Markets. 



          Notwithstanding anything to the contrary herein or in any other agreement, Dobson acknowledges
and agrees that with respect to Article 4 Markets, Cingular and its Affiliates, whether through
themselves or Third Parties, shall have the right to build, maintain and operate sites:




(i) identified on Exhibit 6,



(ii) to address increased system capacity or interference needs, and



(iii) to satisfy any regulatory or other governmental requirements (e.g., E911 and
other FCC/FAA mandates).



     (d) Cingular’s Conditional Build Out Rights in Article 4 Markets. 



          In addition to the rights of Cingular under Section 4(b) or 4(c) above, Cingular, whether
through itself or a Third Party, shall have the right to build, maintain and operate sites in
Article 4 Markets as provided in Section 9(a), (b), (c), (d) and (e).




9









 








     (e) Individual Sites in Article 4 Markets. 



          In special circumstances where the addition of a single site or a small number of additional
sites is determined by Cingular to be needed in any Article 4 Market to improve the quality of the
Wireless Services, Dobson will use commercially reasonable efforts to fund and construct such site
or sites, outside Dobson’s annual capital review process or the process set forth in Section
4(b).




5. Preferred Roaming.




     (a) Self Preference.



          The Parties acknowledge and agree that, notwithstanding any provisions of this Section
5 to the contrary, each Party and its Affiliates shall have the unrestricted right at all times
to prefer its own Network, and to cause the customers of such Party and its Affiliates to use the
Wireless Services provided by such Party and its Affiliates.




     (b) Preference of Dobson. 



          Subject to the terms and conditions set forth herein, Cingular and Cingular Affiliates shall
cause Dobson and Dobson Affiliates to be the Preferred Roaming Providers for all Authorized Roamers
of Cingular and Cingular Affiliates in the Dobson Preferred-Markets, except in (i) those Markets
where Cingular or a Cingular Affiliate is a then current Home Carrier or (ii) those Markets where
Cingular had contractual requirements as of January 1, 2002 that require Cingular to prefer an
alternative carrier, which Markets are listed on Schedule F.1.




     (c) Preference of Cingular.



          Subject to the terms and conditions set forth herein, Dobson and Dobson Affiliates shall cause
Cingular and Cingular Affiliates to be the Preferred Roaming Providers for all Authorized Roamers
of Dobson and Dobson Affiliates in the Cingular Preferred-Markets, except in (i) those Markets
where Dobson or a Dobson Affiliate is a then current Home Carrier or (ii) those Markets where
Dobson had contractual requirements as of January 1, 2002 that require Dobson to prefer an
alternative carrier, which Markets are listed on Schedule F.2.




     (d) Implementation of Preference; Reversion.



          Each Party will implement the preferences contemplated by Section 5(b) or (c),
as applicable, using technical processes or methods commonly used in the industry and chosen by it
in its sole discretion, and subject to any technical restrictions or technical limitations of its
Network. In the event that a Party is no longer entitled to preference under Section 5(b) or 5(c),
as applicable, in one or more Markets by virtue of any of the terms and conditions of this
Agreement, then if requested the Party no longer entitled to preference will restrict access
through performing network translations (LAC, BSC or MSC restrictions as they may be required) in
such Markets.




     (e) Loss of Preference.



          Notwithstanding either Party’s rights under Section 5(b) or (c) of this Agreement, a
Party’s Markets shall no longer be Preferred-Markets in the event of the circumstances set forth in
and otherwise in accordance with Sections 9(b), (c) and (d) and Section 19.




10









 








6. Roaming Core Enabling Network Features.




     (a) Roaming Core Enabling Network Features.



          The Parties agree that the GSM Wireless Services offered by the Parties and their respective
Affiliates in their respective Total Markets shall at all times meet the Roaming Core Enablement
Network Feature List to support near seamless network experiences for each other’s Authorized
Roamers.




     (b) Updates to the Roaming Core Enablement Network Feature List. 



          During each Annual Capital Review Process each Party will share with the other Party any
additional Roaming Core Enablement Network Feature List requirements for GSM Wireless Services such
Party is deploying across its Total Market during the next calendar year or at such later time as
it may specify. Each Party will use its good faith efforts to deploy the other Party’s additional
network features during the next calendar year or by such later time as was specified, provided,
however, the Parties will not be obligated to deploy a particular Roaming Core Enablement Network
Feature requested by the other Party if the cost of deployment of such feature is greater than $*
per switch, provided further however, that the Parties agree to deploy Camel III notwithstanding
the forgoing dollar threshold. Notwithstanding anything to the contrary contained in this Section,
(i) the Parties will consider issues related to vendors and subcontractors in determining and
agreeing to the deadline for the deployment of any additional Roaming Core Enablement Network
Feature and (ii) the Parties will consider a different cure period for post-deployment non
compliance for any additional Roaming Enablement Network Feature, if necessary (the “Feature
Specific Cure Period”). Exhibit 4 shall be deemed amended, with such amendment to be
effective as of the end of the next calendar year or such later time as established by the Parties,
to include each additional Roaming Core Enablement Network Feature requested by a Party that does
not exceed the deployment cost threshold specified in the previous sentence.




     (c) Industry Standards.



          The Parties will use good faith efforts to remain aligned with GSM industry and GSMNA
technology standards, including TAP and TADIG requirements.




     (d) Termination of Prior Roaming Features.



          As between the Parties, the Roaming Core Enablement Network Feature List (as amended from time
to time in accordance with the terms of this Agreement), together with any currently existing and
deployed GSM roaming features in the Networks, contain all of the GSM roaming features binding on
them and supersedes all prior GSM roaming feature requirements of any other prior agreements
between them or their predecessors.




7. Network Quality Metrics.




     (a) Design and Build Standards.



          With respect to any and all sites built or to be built after the Effective Date, each Party
will design and build such sites so that they will conform to the RF coverage requirements listed
in Exhibit 7. The Parties acknowledge and agree that amendments to the Design and Build
Standards may be required, which amendment(s) shall be made upon the mutual written agreement of
the Parties (provided such standards will always be commercially reasonable and in line with the
standards for similarly situated Cingular Markets). For clarity, unless the Parties




* Confidential information has been omitted and filed separately with the SEC.


11









 








amend the Design and Build Standards, the then current Design and Build Standards will
continue in effect.



     (b) Quality Metrics. 



          (i) Promptly following the Effective Date (A) Cingular will specify its Measured Markets on
an RSA, MSA or BTA basis, based on the Measured Market Map and the Parties will amend Schedule D.2
to set forth such specification; and (B) each Party will prepare Schedules H.1, H.2 and H.3 within
sixty (60) days after the Effective Date and otherwise in accordance with the guidelines set out at
the illustrative Schedule H.1., and will attach Schedules H.1, H.2 and H.3 to this Agreement when
prepared. Immediately thereafter, using the data from each base station controller in each of
their respective Measured Markets, the Parties will measure compliance with the Quality Metrics.
If the measurements of any base station controller of a Party are not in compliance with the
Quality Metrics, such Party will report such non-compliance to the other Party and the Parties will
work together to determine the cause of such non-compliance and consider ways to resolve such
non-compliance issues. Although it is the intent of the Parties that Quality Metrics be measured
using the data from each individual base station controller, in the case of such reported
non-compliance, the Parties may consider whether the data from two or more adjacent base station
controllers should be combined for purposes of future measurement, but only upon the consent of
both Parties. Unless the Parties have agreed in writing by the sixtieth (60th) day
after the Effective Date to combine the data from two or more adjacent base station controllers for
purposes of future measurement, on the sixty-first (61st) day after the Effective Date
(the “Quality Metrics Start Date”) the Quality Metrics for all Measured Markets will be measured on
an individual base station controller basis. “BSC” shall mean an individual base station
controller or, where mutually agreed as described above, the data combined from two or more
adjacent base station controllers.




          (ii) Beginning on the Quality Metrics Start Date, and thereafter during the Term, each Party
will ensure that the data from each BSC in their respective Measured Markets demonstrates that the
portion of the Measured Market associated with the BSC is performing according to the Quality
Metrics. The Parties acknowledge and agree that amendments to the Quality Metrics may be required,
which Quality Metrics shall be amended upon mutual agreement of the Parties (provided such metrics
will always be commercially reasonable and in line with the metrics for similarly situated Cingular
Markets). For clarity, unless the Parties amend the Quality Metrics, the then current Quality
Metrics will continue in effect.




     (c) Termination of Prior Network Quality Metrics.



          As between the Parties, Sections 7(a) and 7(b) contain all of the network quality metrics with
respect to GSM Wireless Services binding on them, and supersede all prior network quality metrics
with respect to GSM Wireless Services contained in the ACC Agreement, the DCS Agreement or any
other prior agreements between them or their predecessors.




8. Inter-System Handovers.




     (a) In-Process Inter-System Handovers.



          The Parties and their respective Affiliates agree to use commercially reasonable efforts to
Successfully Implement processes to complete the Inter-System Handovers listed on Exhibit
10 within ninety (90) days of the Effective Date; provided, however, that the processes for a
particular Inter-System Handover may be delayed if the implementation effort would be better




12









 








accomplished after Cingular or any Affiliate has completed its network integration within a
given Market, as determined by Cingular in its sole discretion. Such delayed Inter-System Handover
processes will be Successfully Implemented within ninety (90) days after Cingular completes its
network integration.



     (b) Additional Inter-System Handovers.



          Notwithstanding anything to the contrary contained herein, the Parties agree to Successfully
Implement Inter-System Handovers for all connecting sites listed on Exhibit 11, within
ninety (90) days from the Effective Date.




     (c) Future Inter-System Handovers.



          During each Annual Capital Review Process, the Parties will identify appropriate additional
Inter-System Handovers to improve each Party’s and their respective Affiliates’ customer experience
when roaming. The Parties agree to Successfully Implement such additional Inter-System Handovers as
quickly as commercially reasonable, but in no event no later than twelve (12) months after the end
of such Annual Capital Review Process.




          In addition, as provided by Exhibit 9, the Parties from time to time will identify appropriate
additional Inter-System Handovers to improve each Party’s and their respective Affiliates’ customer
experience when roaming, and the Parties agree to Successfully Implement such additional
Inter-System Handovers as provided by Exhibit 9.




     (d) Inter-System Handover Policies.



          The Parties will adhere to the policies listed in Exhibit 9 when implementing and
maintaining any Inter-System Handover.




9. Remedies.




     (a) Remedy Related to Dobson’s Current Build Out Commitment. 



          To the extent Dobson fails to satisfy the Current Build Out Commitment, Cingular or its
Affiliates shall have the right, acting directly or indirectly, singly or in concert, or in concert
with one or more Third Parties, to build, own, manage, use and operate such sites or systems and
deploy and provide GSM Wireless Services (the “Cingular Permitted Activities”) in the areas
intended to be covered by the sites listed on Exhibit 5.




     (b) Remedies Related to Dobson’s Build Out Option.



(i) In the event Dobson makes an Option Commitment, but fails to timely complete the
construction required by, and otherwise perform any requirement of, such Option Commitment,
the rates payable by Cingular in any BID associated with any Dobson Market that is covered,
in whole or in part, by the Build Out Territory for such Option Commitment shall immediately
decrease to the Adjusted Rates. Such Adjusted Rates shall remain in effect unless Dobson
fully performs the Option Commitment within ninety (90) days of the deadline originally
applicable to such Option Commitment, and in such case, immediately following such full
performance, Cingular will no longer be entitled to such Adjusted Rates in the BIDs
associated with such Dobson Markets.



(ii) In the event Dobson makes an Option Commitment, but fails to timely satisfy any voice
related portion of the Build Out Requirements for any Option Commitment, the rates payable
by Cingular for voice Wireless Services in any BID associated with any



13









 








Dobson Market that is covered, in whole or in part, by the Build Out Territory for such
Option Commitment shall immediately decrease to the Adjusted Voice Rates. Such Adjusted
Voice Rates shall remain in effect unless Dobson fully performs the Option Commitment within
ninety (90) days of the deadline originally applicable to such Option Commitment, and in
such case, immediately following such full performance, Cingular will no longer be entitled
to such Adjusted Voice Rates in the BIDs associated with such Dobson Markets.



(iii) In the event that Dobson makes an Option Commitment, but fails to timely satisfy any
data related portion of the Build Out Requirements for any Option Commitment, the rates
payable by Cingular for data Wireless Services in any BID associated with any Dobson Market
that is covered, in whole or in part, by the Build Out Territory for such Option Commitment
shall immediately decrease to the Adjusted Data Rates. Such Adjusted Data Rates shall
remain in effect unless Dobson fully performs the Option Commitment within ninety (90) days
of the deadline originally applicable to such Option Commitment, and in such case,
immediately following such full performance, Cingular will no longer be entitled to such
Adjusted Data Rates in the BIDs associated with such Dobson Market.



(iv) Subject to subparagraph (v), in the event Dobson fails to timely perform such Option
Commitment and does not fully perform such Option Commitment within ninety (90) days
following the deadline originally applicable to such Option Commitment, then in addition to
the remedies specified in Section 9(b)(i), (ii) or (iii), as applicable:



(A) Cingular may conduct Cingular Permitted Activities in any Dobson Market that is
covered, in whole or in part, by the Build Out Territory for such Option Commitment;
and



(B) all Dobson Markets that are covered, in whole or in part, by the Build Out
Territory for such Option Commitment shall no longer be Dobson Preferred-Markets.



(v) The remedies set out at section 9(b)(iv)(A) and (B) shall not apply if the sole reason
for Dobson’s failure to timely perform an Option Commitment is a failure to obtain zoning
variances or permits, Dobson took all commercially reasonable actions to secure such zoning
variances or permits and Cingular would have been unable to secure such zoning variances or
permits itself using commercially reasonable efforts. The circumstances surrounding the
failure to obtain zoning variances or permits will be referred to the Operations Council
immediately upon such failure and the Parties will cooperate to resolve such zoning issues.



(vi) In the event Dobson does not make an Option Commitment with respect to any Build Out
Territory —



(A) Cingular may conduct Cingular Permitted Activities in such Build Out Territory,
and



(B) such Build Out Territory shall be excluded from any Dobson Preferred-Markets;
and



if Cingular only partially completes construction of the sites, and the deployment of, GSM
Wireless Services in such Build Out Territory within the applicable Build Out Time




14









 








Period, then, unless such failure is due solely to a failure to obtain zoning variances or
permits, Cingular took all commercially reasonable actions to secure such zoning variances
or permits, and Dobson would have been unable to secure such zoning variances or permits
itself using commercially reasonable efforts, with respect to the construction that was
completed in such Build Out Territory pursuant to such Option Notice, Dobson shall have the
option to (A) acquire all (but not less than all) the site equipment at book value and (B)
purchase all (but not less than all) the sites, or assume all (but not less than all) the
leases for such sites, put in service by Cingular in connection with such partially
completed construction, upon written notice to Cingular within thirty (30) days after the
expiration of the applicable Build Out Time Period on commercially reasonable terms and
conditions.




(c) Remedies Relating to Roaming Core Enablement Network Features. 



(i) If at any time Cingular fails to timely deploy any feature of the then current Roaming
Core Enablement Network Feature List in any Cingular Market, then such Cingular Market shall
no longer be a Cingular Preferred-Market. If at any time after a timely deployment of the
then current Roaming Core Enablement Network Feature List, Cingular fails to keep all such
features continuously available in any Cingular Market (subject to a cure period of thirty
(30) days for each such feature or the Feature Specific Cure Period (if applicable) to a
feature) in each case, after Cingular becomes aware of such failure) then such Cingular
Market shall no longer be a Cingular Preferred-Market.



(ii) If at any time (x) Dobson fails to timely deploy any feature of the then current
Roaming Core Enablement Network Feature List in any Dobson Market or (y) at any time after a
timely deployment of all features on the then current Roaming Core Enablement Network
Feature List fails to keep all such features continuously available (subject to a cure
period of thirty (30) days for each such feature or the Feature Specific Cure Period (if
applicable to a feature)) in each case after Dobson becomes aware of such failure) then, at
Cingular’s election, either:



(A) such Dobson Market shall no longer be a Dobson Preferred-Market and if such
Dobson Market is an Article 4 Market, Cingular may conduct Cingular Permitted
Activities in such Market(s); or



(B) where any such feature relates to voice Wireless Services the rates payable by
Cingular for voice Wireless Services in each BID associated with such Dobson Market
will immediately decrease to the Adjusted Voice Rates, and where any such feature
relates to data Wireless Services the rate payable by Cingular for data Wireless
Services in each BID associated with such Dobson Market will immediately decrease to
the Adjusted Data Rates, and such Adjusted Rates (as may be applicable) will
continue to apply to each such BID associated with such Dobson Market until Dobson
deploys all features of the then current Roaming Core Enablement Network Feature
List in such Dobson Market, (or in the case of a feature that was not kept
continuously available after deployment, makes it available) at which time such
Adjusted Rates shall no longer apply.



(iii) If Cingular elects the remedy provided by Section 9(c)(ii)(B) and Dobson does
not deploy all features of the then current Roaming Core Enablement Network Feature List in
such Dobson Market (or in the case of a feature that was deployed but was not



15









 








kept continuously available, makes it available) within six (6) months after such election,
then the remedies available to Cingular for such Dobson Market under Section
9(c)(ii)(A) and (B) both shall become cumulative and both shall apply; provided
further, however, that if Dobson thereafter deploys (or again makes available, where
applicable) all such features, although the remedies under Section 9(c)(ii)(A) shall
continue to apply, the Adjusted Rates shall thereafter no longer apply.




(d) Remedies Related to Quality Metrics. 



               (i) (A) After the Quality Metrics Start Date, and subject to subparagraph (ii) below, if
either Party fails to meet for three consecutive months the same Quality Metric (the
“Triggering Metric”) in the same BSC (the “Non-Complying Party”), and the other
Party notifies the Non-Complying Party of such failure(s) by a written notice, the Non-Complying
Party shall have sixty (60) days from the date of the notice (the “Cure Period”), to attain
all Quality Metrics for such BSC in each of the two months immediately following the conclusion of
the Cure Period (the “Test Period”).



               (B) If during any month during the Cure Period, the Non-Complying Party fails to meet any of
the Quality Metrics in such BSC other than the Triggering Metric (whether one or more, the “New
Missed Metrics”), the other Party may immediately give notice of such New Missed Metrics and
the Non-Complying Party shall have sixty (60) days from the date of the notice (the “New Cure
Period”) to cure all New Missed Metrics (other than a New Missed Metric that is subject to
subparagraph (ii)) by attaining the standards applicable to such New Missed Metrics in such BSC in
each of the two months following the New Cure Period (the “New Test Period”).



               (C) If the Non-Complying Party attains all Quality Metrics (other than the New Missed Metrics)
in such BSC during each month of the Test Period and the Non-Complying Party attains the standards
applicable to such New Missed Metrics during each month of the New Test Period, the other party
shall not have any remedies relating to such failures. If the Non-Complying Party either (x) has
not attained all Quality Metrics (other than such New Missed Metrics) in such BSC during each month
of the Test Period or (y) fails to attain standards applicable to such New Missed Metrics during
each month of the New Test Period, then (I) any Preferred-Markets of the Non-Complying Party
associated with such BSC shall no longer be Preferred-Markets and (II) if Dobson is the
Non-Complying Party, and any Dobson Market associated with such BSC is an Article 4 Market,
Cingular may conduct Cingular Permitted Activities in such Dobson Market.



               (ii) (A) If the Non-Complying Party presents reasonable proof that the cure of the Triggering
Metric or one or more of the New Missed Metrics will require (x) substantial new facilities
construction or (y) the substantial involvement of a Third Party, non-affiliated vendor to
configure and install significant new hardware, then the Non-Complying Party shall have six (6)
months from the date of the notice related to such Triggering Metric or such New Missed Metric, as
applicable (each, an “Extended Cure Period”), to attain all Quality Metrics with respect to
the Triggering Metric or such New Missed Metrics, as applicable, in such BSC in the last thirty
(30) days of the applicable Extended Cure Period.



               (B) If at any time during the Term, a Non-Complying Party fails to timely cure any Triggering
Metric subject to an Extended Cure Period twice in any rolling 18 month period with respect to the
same BSC, then (x) any Preferred-Markets of the Non-Complying Party associated with such BSC shall
no longer be Preferred-Markets; and (y) if Dobson is the Non-Complying



16









 





Party and any Market associated with such BSC is an Article 4 Market, Cingular may conduct
Cingular Permitted Activities in such Dobson Market.




     (e) Remedies Related to Inter-System Handover Processes. 



          If any Inter-System Handover process which is to be implemented pursuant to Section
8(b) with respect to any site listed on Exhibit 11 has not been Successfully
Implemented within the 90-day period from the Effective Date, then Cingular may conduct Cingular
Permitted Activities in any area where such an Inter-System Process was not implemented.




     (f) No Violation of Article 4 of GSM Operating Agreements.



          The Parties acknowledge and agree that any and all Cingular Permitted Activities, including
Cingular’s rights to retain, manage, operate and control any site, system or network built,
maintained or operated by Cingular and Cingular’s ability to provide GSM Wireless Services using
any such sites, systems or networks, as permitted by Section 9 or Section 4(c)
shall not constitute Competitive Services, a Competitive System or a violation of Article 4 or any
other provision of the GSM Operating Agreements.




10. Rates.




          Unless otherwise set forth in this Agreement, the Parties shall pay, or shall cause their
Affiliates to pay, each other for the provision of roaming service to each other’s Authorized
Roamers, the rates set forth on Schedule E.




11. Competitive Parity.




          Dobson
agrees that throughout the Term the average yield for rates charged to Cingular and its
Affiliates for GSM Wireless Services hereunder is equal to or lower than the Effective Rates for
GSM Wireless Services charged by Dobson and its Affiliates to * as measured on a Market by Market basis. Dobson and its Affiliates further
agree that if they agree to provide a lower Effective Rate for any GSM Wireless Services to
* on a Market basis than is available to Cingular and its Affiliates hereunder they will, at
the same time, provide such lower Effective Rate to Cingular and its Affiliates hereunder. For
purposes of certification in accordance with this Section, evidence of the calculation of the
Effective Rates shall be provided by Dobson to Cingular once each calendar year, containing the
data with respect to total rates charged (as adjusted to take into account any incorrectly billed
charges) and total minutes of use for each calendar month in such calendar year on a Market basis
for Cingular. For purposes of determining compliance with this Section, the Effective Rates shall
be determined at the end of each calendar year using monthly clearinghouse reports received during
each calendar year and shall be calculated individually for each Market. Dobson shall audit its
rates annually and provide written certification to Cingular within thirty (30) days after the
close of the calendar year confirming that its Effective Rates offered to Cingular and its
Affiliates complies with this Section. If Cingular in good faith questions Dobson’s certification,
Cingular may, at its expense, engage independent auditors to verify Dobson’s Effective Rates
charged by Dobson to * in a manner that protects the confidentiality of Dobson’s agreements
with *. If Dobson determines or if the independent audit determines that Dobson or any
Affiliate has extended more favorable Effective Rates in violation of the restriction described
above, Dobson shall, within thirty (30) days of such determination, issue a credit equal to the
difference in price, calculated in the aggregate for the entire period during which Cingular and
its Affiliates paid Dobson the Effective Rates greater than more favorable



* Confidential information has been omitted and filed separately with the SEC.



17









 








rates given to *, between
Cingular’s Effective Rate and the more favorable Effective
Rate for *, and shall automatically grant Cingular and its Affiliates the benefits of such
lower Effective Rates on a going forward basis unless Cingular and its Affiliates are entitled to
lower rates as otherwise set forth in this Agreement. This Section shall not result in an increase
in the Effective Rates payable by Cingular.



          Calculation of the Effective Rates will be performed, and Dobson’s compliance with this
Section will be determined, separately for each of the following categories of services — data,
voice (domestic air and domestic toll) and other services and on a Market by Market basis.




          As used herein, “Effective Rates” shall be calculated (a) for voice rates, by adding
the total airtime revenue (adjusted for any incorrectly billed revenues) to the total toll revenue
for a given Market for a given month divided by the associated billed minutes of use for the same
respective Market for the same month, and (b) for data rates, by dividing the total data revenue
(adjusted for any incorrectly billed revenues) for a given Market for a given month by the
associated kbs for the same respective Market for the same month.




12. Home on Home Roaming.




          In the event that there is a significant negative impact on customer service associated with
home on home roaming in a Market, then the Operations Council shall consider all solutions that may
include Local Area Calling (LAC) restrictions to solve such problem. If the Operations Council
representatives of both Dobson and Cingular mutually agree that a LAC restriction is warranted,
then the Parties shall implement such LAC restriction in such Market; otherwise no LAC restrictions
shall be imposed.




13. Geographic Information (Maps). 




          Each Party shall provide to the other Party, upon request, but not more often than once a
quarter, maps reflecting current GSM coverage at -95dBm, GPRS coverage, EDGE coverage, and planned
coverage for the next ninety (90) days. A Party’s failure to provide current maps in accordance
with this Section shall not be deemed a material breach of this Agreement. A Party may use such
information (a) in its marketing materials, (b) in the education of its employees and customers as
to where GSM Wireless Services may be available, (c) in furtherance of the activities of the
Operations Council or (d) for any other purpose with the written consent of the other Party.




14. Mobile Virtual Network Operators.




          The Parties agree that neither Party may extend the terms of this Agreement to any MVNO
without the other Party’s express prior written consent. For purposes of this Section,
“MVNO” shall mean a mobile virtual network operator that provides the SIM utilizing the
originating operator’s air interface, and uses the MVNO’s interconnection with the originating
operator’s MSC, its own HLR, and conveyance and interconnection with other networks. The
prohibition contained in this Section 14 shall not apply to a Reseller.




15. Terms and Conditions of TDMA Roaming.




          TDMA Wireless Services provided by Cingular, Dobson or their respective Affiliates to
Authorized Roamers in their respective Total Markets will be governed by the terms and conditions
set forth in this Agreement and all schedules and exhibits hereto, including Exhibit 1,
other than Exhibit 2. After December 31, 2006, a Party may substantially reduce its
TDMA




* Confidential information has been omitted and filed separately with the SEC.



18









 








Wireless Services coverage area in any given Market upon ninety (90) days prior written notice
to the other Party.



16. Terms and Conditions of GSM Roaming.




          GSM Wireless Services provided by Cingular, Dobson or their respective Affiliates to
Authorized Roamers in their respective Total Markets will be governed by the terms and conditions
set forth in this Agreement and all schedules and exhibits hereto, including Exhibit 2,
other than Exhibit 1.




17. Addition of Markets or Affiliates.




     (a) Markets.



          Additions of Markets to Schedule A (whether through an acquisition of assets or Equity
Interests, a merger or any other form of transaction) by either Party to be covered by this
Agreement shall only occur upon the mutual written agreement of the Parties.




     (b) Affiliates.



          If any Designated Entity notifies Cingular that it has determined, following the exercise of
its own business judgment, that it wishes to be considered an Affiliate for the purposes of this
Agreement, Cingular will notify Dobson and such Designated Entity shall be considered an Affiliate
hereunder. Additions of Affiliates by either Party (whether through an acquisition of Equity
Interests, a merger or any other form of transaction) to be covered by this Agreement shall only
occur upon the mutual written agreement of the Parties. The addition of an Affiliate of Dobson
shall be effected by the Parties entering into an amendment to Schedule B. The addition of an
Affiliate to Cingular shall be effected by the Parties entering into a written agreement to such
effect.




18. Deletion of Markets or Affiliates.




     (a) Markets.



          In the event (i) a Party sells or transfers a Market to a Third Party (including without
limitation any entity that is not an Affiliate of such Party), or (ii) and entity that was an
Affiliate of a Party is no longer an Affiliate of such Party and therefore any Market held by such
entity are held by a non-Affiliate, then (A) the Parties shall enter into a transition services
agreement with such Third Party or non-Affiliate, as the case may be, in form and substance
reasonably acceptable to all parties thereto, to provide for the orderly transition of services
related to each such Market to such Third Party or non-Affiliate, and which shall provide, among
other things, for the rates charged hereunder with respect to each such Market to be continued,
without being increased, (x) for a period of at least twelve (12) months in the case such Third
Party or non-Affiliate is a non-GSM carrier, and (y) for a period of no greater than ninety (90)
days in the case such Third Party or non-Affiliate is a GSM carrier; and (B) each such Market will
be deleted from Schedule A.1 or A.2, as applicable, at the time of the consummation
of such sale, transfer or change in status from Affiliate to a non-Affiliate. In the event of a
final order by the FCC revoking or denying renewal of a Party’s or an Affiliate’s wireless license
covering a Market, then such Market shall be deleted from Schedule A.1 or A.2, as
applicable, and the Party that is the subject of such final order shall notify the other Party of
such deletion.




19









 








     (b) Affiliates.



          Each Party agrees that in the event that an entity ceases to be an Affiliate of such Party,
then such Party shall provide written notice of the cessation of affiliation to the other Party as
soon as reasonably practicable. The former Affiliate shall be entitled to no benefits under this
Agreement as of the effective date of the cessation of affiliation notwithstanding the fact that
the Party previously affiliated with the former Affiliate and its Affiliates shall remain liable
for any actions of such former Affiliate, and all charges incurred by such former Affiliate or its
customers, under this Agreement.




19. Change of Control.




          Upon the occurrence of a Change of Control Event with respect to any of DCS, ACC or DCC
respectively, Cingular’s obligations set forth in Section 4(b) and Section 5, as
those obligations apply to DCS Article 4 Markets, the ACC Article 4 Markets or the Article 4
Markets, as applicable, shall terminate immediately. In the event that the Competing Carrier
acquiring control upon such Change of Control Event is a GSM carrier, the rates as provided by
Section 10 shall continue for six (6) months following the Change of Control during which
time Cingular and the acquiring party shall renegotiate such rates, and in the event such rates are
not renegotiated during such six (6) month period, Cingular shall have the right to terminate this
Agreement upon written notice to the acquiring party. In the event that the Competing Carrier
acquiring control upon such Change of Control Event is a non-GSM carrier, the Parties shall work
together to ensure that the successor provider (whether a successor provider to DCC, DCS or ACC)
has access to GSM roaming on the Cingular network at the rates set forth herein, and that such
successor provider (whether a successor provider to DCC, DCS or ACC) also continues to provide
Cingular with access to the GSM network in the Markets affected by the Change of Control Event for
a period of at least twelve (12) months. In the event of a Change of Control Event with respect to
any of DCS, ACC or DCC, respectively, the successor provider and Cingular shall be deemed bound by
the terms of this Agreement (but which shall not include Section 2(b), Section 4(b)
or Section 5) and shall include the rates provided in this Section 19 (depending on
whether such successor provider is a GSM carrier or non-GSM carrier), and Dobson shall cause such
successor provider to execute an agreement reflecting the terms set forth in this Section
19. Furthermore, upon a Change of Control Event which impacts one or more but not all of DCC,
DCS or ACC, the Party that is not subject to such Change of Control Event shall continue to be
bound by and enjoy the benefits of the terms of the Agreement (but which shall not include
Section 4(b) or Section 5).




20. Guaranteed Access to Markets.




          A Serving Carrier shall be obligated to configure its Network to provide Authorized Roamers of
the other Party and its Affiliates access to Wireless Services. The Serving Carrier shall not
remove, or deactivate from service, such Authorized Roamers from its Network once placed in service
except as specifically set forth in this Agreement or without the express written consent of the
other Party. A Serving Carrier agrees to provide the Wireless Services that it offers to its own
customers to the other Party’s and its Affiliates’ Authorized Roamers when in such Serving
Carrier’s Total Market, all in accordance with the terms of this Agreement, including Section
6 and Section 7. Subject to Section 12 hereof, neither Party shall unilaterally
restrict access by the other Party’s and its Affiliates’ Authorized Roamers to such Party’s
Wireless Service in any of its Total Market. No Serving Carrier shall carry, in connection with its




20









 








service to Authorized Roamers, recorded announcements or other similar inducements for an
Authorized Roamer to discontinue the Wireless Service of the Home Carrier or otherwise interfere
with the Authorized Roamer’s use of the Home Carrier’s system. Nothing in this Section 20
shall prevent either Party from exercising its rights under Section 26 of this Agreement.



21. Settlement.




     (a) Industry Settlement Procedures.



          Each Party agrees to follow customary industry settlement procedures adopted by it, to be
participants in industry accepted financial clearinghouses, and to make payments to each other
pursuant to industry net settlement procedures, and to the extent there are any inconsistencies
between such procedures and this Agreement, this Agreement shall be controlling. Notwithstanding
anything herein or in any net settlement regulations or agreements to the contrary, each Party
shall have the right to reduce the amounts it (or its Affiliates) owes to the other Party by
setting off any amounts owed to it by the other Party (or its Affiliates). The Parties agree to
exchange their bank account information on a separate document to be updated with any changes, from
time to time, by each Party, with no less than thirty (30) days prior written notice.




     (b) Overcharges.



          The Serving Carrier will refund charges in excess of the agreed upon rates as set forth under
Section 10 for TDMA rates to the Home Carrier through the net settlement process, but in
any event no later than thirty (30) days following notification of overcharges by the Home Carrier.
Invoices outstanding for more than six (6) months may be sent to arbitration (as set forth in
Section 25 below) by the Home Carrier for resolution. As the Parties are net settlement
participants, repayment of amounts incorrectly overcharged for GSM Wireless Services will occur
through the net settlement process. Each Party has ninety (90) days from the end date of the
applicable settlement period to invoice amounts payable by the other Party for overcharges, after
which overcharges will be deemed non-recoverable.




     (c) Undercharges.



          Undercharges of rates on the part of the Serving Carrier resulting from Wireless Services
provided after October 1, 2005, will not be reimbursed under any circumstances.




22. Taxes.




          The Home Carrier shall be responsible for billing its customers for and remitting to the
applicable governmental entity in the Home Carrier’s Markets all applicable taxes, charges and
fees, including federal excise taxes, that may be incurred in connection with Wireless Services
provided in the Home Carrier’s Markets to its customers. The Serving Carrier shall be responsible
for the computation and remittance of all applicable taxes, charges and fees, including federal
excise taxes, incurred with respect to Authorized Roamers use of Wireless Services in the Serving
Carrier’s Markets. The Home Carrier shall be liable to the Serving Carrier for all applicable
taxes, charges and fees, including federal excise taxes, submitted by the Serving Carrier with
respect to Authorized Roamers, regardless of whether these amounts are paid to the Home Carrier. If
the Home Carrier and the Serving Carrier are U.S. domestic carriers, notwithstanding the prior two
sentences, for taxes, charges and fees covered by the sourcing rules of the Mobile
Telecommunications Sourcing Act the Home Carrier shall be responsible for the computation and
remittance of such taxes, charges and fees and shall have no liability to the




21









 








Serving Carrier for such taxes, charges and fees. The Home Carrier shall not be liable to the
Serving Carrier for local, state or federal universal service fund, infrastructure fund or similar
assessments imposed in the Serving Carrier’s Markets. The Parties acknowledge and agree that the
Party that bears the economic burden of any tax, charge or fee shall have the sole right to dispute
the application and amount of such tax, charge or fee and the Parties further agree to cooperate to
the extent reasonably required to assist any Party in any such dispute, including but not limited
to, the assignment of any rights to a refund.



23. Audit Rights.




          Each Party reserves the right to audit, at the requesting Party’s sole expense, the compliance
by the other Party and its Affiliates with this Agreement, including compliance with the billing,
Network Quality Metrics, and Roaming Core Enablement Network Features requirements under this
Agreement, and the other Party agrees (and agrees to cause its Affiliates to agree) to use
commercially reasonable efforts comply with such audit requests. Such audit may be conducted by the
requesting Party or an independent Third Party representative. Except as provided to the contrary
in Section 11, neither Party may request an audit more often than four (4) times each calendar
year. The audited Party agrees to provide the requesting Party with requested information
reasonably necessary to determine compliance with this Agreement. The audited Party will provide
the information to the requesting Party within fifteen (15) days of receiving the audit request.
Audits shall be at the expense of the audited Party, to the extent that Party or any of its
Affiliates is determined to be non-compliant with any material terms of this Agreement.




24. Points of Contact and Operations Council. 




          Each Party agrees to have a single point of contact designated in its organization at all
times to oversee the coordination of Network Quality Metrics, Roaming Core Enablement Network
Features and all other operational and financial issues relating to compliance with this Agreement
(the “Primary Contact”). The Primary Contacts for each Party as of the Effective Date are
listed on Exhibit 12.  The Primary Contact of a Party can be changed by such Party at any
time upon notice to the other Party. The Primary Contact shall designate local Market contact
points (the “Local Market Contacts”) to discuss and coordinate local Market network and
customer service issues. The Local Market Contacts shall coordinate regarding Intersystem Handoffs,
and shall review individual network Market performance, and discuss and implement methods for
improving the customer service experience. The Local Market Contacts for each Party as of the
Effective Date are listed on Exhibit 12.




          The parties will establish an operations council, which shall consist of the Primary Contacts
and the Local Market Contacts or other representatives of a Party designated by the Primary Contact
of such Party (the “Operations Council”). The Operations Council will meet at least once a
quarter, and will manage and monitor issues with respect to the Build Out Commitment, any Option
Commitment, Network Quality Metrics, Roaming Core Enablement Network Features or any other
operational issues relating to this Agreement (including any suspensions of service pursuant to
Section 26 or otherwise). Each Party shall provide timely reports to each other regarding
the foregoing matters. Local Market Contacts may meet with each other as needed to discuss issues
that arise in the applicable local Markets. All information provided by either Party to the
Operations Council shall be used solely for the purposes contemplated by this Agreement, and shall
only be made available to those individuals who have




22









 








a need to know such information. Cingular will share information concerning matters covered
under Section 4(c) with the Operations Council.



     On no less than an annual basis the Vice President of Cingular Roaming Organization and an
executive representative of Cingular’s Network organization will meet with the executive of Dobson
then responsible for Dobson’s roaming operations and Dobson’s Chief Technical Officer to hold the
Annual Capital Review Process and to discuss/evaluate broader strategic considerations between the
Parties and to discuss and agree to any modifications to the Roaming Core Enablement Network
Feature List or Network Quality Metrics.



25. Dispute Resolution.




     (a) Escalation Procedure. 



          Disputes relating to billing or settlement of roaming charges under this Agreement shall be
settled in the first instance through the industry net settlement procedures as adopted by each
Party, subject to the terms hereof. Any inconsistencies between such procedures that result in a
dispute, or any other such disputes that cannot be promptly resolved by industry net settlement
procedures, and all other disputes between the Parties, are first to be discussed for a potential
mutually acceptable resolution by the Primary Contacts. In connection with any dispute, each Party
will cooperate in good faith to provide the other Party with documents and other information
relevant to the matter in dispute and reasonably requested by such Party. To the extent they are
unable to resolve the dispute on mutually acceptable terms within twenty (20) Business Days from
the date either Party first notifies the other Party’s Primary Contact in writing of a dispute, the
dispute will then automatically be escalated for potential resolution on mutually acceptable terms
to the Vice President of Roaming Services at Cingular and the executive of Dobson then responsible
for Dobson’s roaming operations. If the Parties still cannot reach a mutually acceptable
resolution of the dispute within twenty (20) Business Days from such automatic escalation to the
Vice President of Roaming Services at Cingular and the executive of Dobson then responsible for
Dobson’s roaming operations, either Party may then invoke the dispute resolution provisions
pursuant to Section 25(b) of this Agreement to resolve the dispute.




     (b) Arbitration.



          Disputes between the Parties not resolved pursuant to Section 25(a) shall be resolved
by binding arbitration in accordance with the Expedited Procedures of the Commercial Arbitration
Rules of the American Arbitration Association (the “AAA Rules”).




          (i) Procedures.




          For disputes submitted to binding arbitration, arbitration shall be initiated by either Party
giving written notice to the other Party of intention to arbitrate, which notice shall contain a
statement setting forth the nature of the dispute, the names and addresses of all other parties,
the amount involved, if any, the remedy sought, and the hearing locale requested. The arbitration
shall be heard by a panel of three arbitrators. Each Party shall select one arbitrator within
fifteen (15) days of receiving such notice of arbitration and the two arbitrators shall select the
Third Party arbitrator within ten (10) days after the selection of the two (2) arbitrators. The
hearings shall be held at a mutually agreed upon location within the United States, unless
otherwise agreed by both Parties, at which the Parties may present evidence (including, without
limitation, witnesses and documentation) and argument in support of their respective positions. If
the




23









 








Parties cannot agree upon an arbitration location, the arbitration shall be conducted in New
York, New York. All hearings shall be conducted in English, unless otherwise agreed by both
Parties. The arbitration hearing shall be held and concluded within sixty (60) days following
selection of the last arbitrator. The arbitrators shall have the power and authority, consistent
with applicable law, to compel attendance of witnesses and production of documents at hearing.
Except where contrary to the provisions set forth in the Agreement, the AAA Rules shall be applied
to all matters of procedure; provided, however, that the arbitration shall not be conducted under
the auspices of the AAA and the fee schedule of the AAA shall not apply.



          (ii) No Discovery.




          The Party initiating arbitration (the “Movant”) will provide to the other Party (the
“Respondent”) a list of witnesses it expects in good faith to testify at the hearing and a
copy of all documents that it expects to present at the hearing within fifteen (15) days after the
notice of arbitration, and the Respondent will provide to the Movant a list of witnesses it expects
in good faith to testify at the hearing and a copy of all documents that it expects to present at
the hearing within fifteen (15) days after the date such list and copies are provided by Movant.
The arbitrators may order a Party to comply with a request for documents or other information
wrongfully withheld during the escalation procedures described at Section 25(a), but, there shall
be no other pre-hearing discovery between the Parties (including, without limitation, requests for
documents and/or information or depositions) and the arbitrators shall have no power or authority
to order such pre-hearing discovery between the Parties.




          (iii) Limits on Arbitration.




          A. The arbitrators shall have no power or authority to relieve the Parties from their
agreement hereunder to arbitrate. The arbitrators shall be limited to interpreting the applicable
provisions of this Agreement, and the facts presented to them, and shall have no authority or power
to alter, amend, modify, revoke or suspend any condition or provision of this Agreement; or to
create, draft or form a new agreement between the Parties; or to render an award which, by its
terms, has the effect of altering or modifying any condition or provision hereof; or to terminate
this Agreement or any other agreement between the Parties.




          B. Notwithstanding anything herein to the contrary, to the extent the arbitrators consider
the performance of the Parties pursuant to Sections 4(a), 4(b), 6(a), 6(b), 7 and/or 8 of
this Agreement, the arbitrators shall be strictly limited to determining whether a breach of any
such Section(s) occurred, and in the event the arbitrators determine that there is such a breach,
the Parties shall have all remedies available under this Agreement for such breach.




          (iv) Expenses of Arbitration.




          Said Parties will each bear their own expenses of the arbitration (including, without
limitation, attorneys’ and witness fees) and will share equally the expenses of the arbitrators.




          (v) Arbitrators’ Award.




          The arbitrators shall make an award which may include an award of damages, and said award
shall be in writing setting forth the facts to support their conclusions and decision. The decision
rendered by the arbitrators will be final, conclusive, and binding upon the Parties, and any
judgment thereon may be entered and enforced in any court of competent jurisdiction.




24









 





          (vi) Continuation of Service Pending Arbitration.




          The Parties will continue to provide all services and honor all other commitments under this
Agreement, including, without limitation, making payments in accordance with this Agreement during
the course of resolution of disputes and arbitration pursuant to this Agreement, and may not
terminate or suspend Wireless Services based on the matter subject to dispute resolution or
arbitration until the matter has been determined pursuant to this Section 25.




          (vii) Defense.




          Failure to comply with the arbitration requirements of this Section shall be a complete
defense to any suit, action or proceeding instituted in any federal, state or local court with
respect to any controversy or dispute relating to billing, remittance or settlement of charges
under this Agreement.




26. Suspension of Wireless Service. 




     (a) Suspension for Operational and Administrative Reasons. 



          In the event of a system overload, system outage or other operational or technical issue
making it impracticable to continue roaming on a Party’s system(s), such Party may suspend Wireless
Services without prior notice. In the event such suspension of Wireless Services continues for
more than twenty-four (24) hours, the Party suspending its Wireless Services shall promptly notify
the other Party of such suspension. Any written notice of suspension shall be transmitted by
email, facsimile or by overnight mail. The Parties shall work together to resolve as expeditiously
as possible any difficulty that causes such suspension. At such time as a Party concludes that the
problem causing the suspension of its Wireless Services has been resolved and the provision of
Wireless Services resumes, such Party shall give the other Party email notice to this effect. If
the problem giving rise to the suspension remains unresolved for thirty (30) days following
suspension then neither Section 5(b) nor 5(c) will apply to the affected Markets; and if such
suspension continues for sixty (60) days, then neither Article 4 of the ACC Agreement nor Article 4
of the DCS Agreements will not apply to the affected Markets.




     (b) Suspension of an Authorized Roamer.



          Either Party or their Affiliates may suspend service to customers (i) using equipment which is
defective or illegal, (ii) suspected of fraudulent or unauthorized use, or (iii) when
authentication of their subscription is not possible. Notwithstanding anything in the Agreement to
the contrary, a Serving Carrier may suspend or terminate service to an individual Roamer (or class
of Roamers) in accordance with its own terms and conditions of service, but only to the extent that
it consistently suspends or terminates service for the same reason(s) with respect to similarly
situated Roamers based upon equivalent terms and conditions of service.




     (c) Suspension in a Market Due to Excessive Fraud.



          A Home Carrier may immediately suspend Wireless Service to Authorized Roamers in Markets of
the Serving Carrier’s Total Markets by written notice to the Serving Carrier where it believes
fraud is excessive. The Serving Carrier shall effect such suspension within one (1) Business Day
following receipt, when possible, but not later than two (2) Business Days following the notice
becoming effective. After the expiration of the two (2) Business Days deadline, if an exchange/MBI
is not removed, the liability for any fraud incurred will be the responsibility of the Serving
Carrier. The Home Carrier shall provide written notice pursuant to




25









 








the Agreement of all claims for fraudulent usage occurring after the two (2) days deadline. In
consideration of the immediacy of the suspension upon notice of fraud, the Parties agree that, upon
the reasonable request of the other Party, each shall present documentation of the alleged fraud to
support the notice of suspension.



     (d) Mutual Protection.



          The Parties expressly agree that this Section 26 is intended to be used for the mutual
protection of the Parties against fraud and not to selectively remove individual Markets from the
operation of the Agreement for any other reason.




     (e) Rights of Parties Upon Suspension.



          The suspension of Wireless Service 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 said suspension.




27. Confidential Information.




          All disclosure of information (whether in writing, visually or orally disclosed) under this
Agreement, including the terms of this Agreement and the schedules and exhibits hereto, will be
deemed to be confidential unless specifically designated as non-confidential or non-proprietary at
the time of disclosure, or unless, by its nature, it is reasonably understood to be
non-confidential or non-proprietary, whether or not designated as such at the time of its
disclosure. The receiving Party can freely use, have used, or disclose to others non-confidential
or non-proprietary information. Nothing contained in this Section shall be deemed to grant any
license under any intellectual property right.




          Except as provided below in this Section, the receiving Party of such confidential information
agrees to treat the same as strictly confidential and shall not divulge, directly or indirectly, to
any other person, firm, corporation, association or entity confidential information so received,
and shall not make use of or copy confidential information, except for the purpose of this
Agreement. Such confidential information may be disclosed only to such of the employees,
consultants and subcontractors of the receiving Party or its Affiliates who reasonably require
access to such information in connection with the performance of this Agreement and who have
written confidentiality obligations to the receiving Party consistent with the terms of this
Section 27.




          Confidential information will not include, and neither Party will have any obligation of
confidentiality with respect to, any portion of such information that:





	 	i.	 	was known to the receiving Party prior to its receipt from the other Party (and
was not or is not subject to any other obligation of confidentiality);
	 
	 	ii.	 	is now or which (through no act or failure on the part of the receiving Party
or its Affiliates) becomes generally known;
	 
	 	iii.	 	is supplied to the receiving Party by a Third Party which the receiving Party
in good faith believes is free to make such disclosure and without restriction on
disclosure;
	 
	 	iv.	 	is disclosed by the disclosing Party to a Third Party generally, without
restriction on disclosure;










26









 












	 	v.	 	is independently developed by the receiving Party or its Affiliates without use
of any confidential information provided by the disclosing Party.





          In addition, a Party may disclose any confidential information to the extent required by
applicable law, rule or regulation or by order of a court or governmental agency or any securities
exchange, in each case, as reasonably interpreted by such Party and its securities counsel;
provided that prior to disclosure the Party shall use all reasonable efforts to notify the other
Party of such pending disclosure and shall provide any reasonable assistance requested by the other
Party to maintain the confidentiality of the information.




          The obligation of confidentiality as set forth in this Section 27 shall survive the
termination or expiration of this Agreement for a period of one (1) year; provided, however, that
information related to a Party’s network, including network metrics and reports, shall be deemed
confidential with respect to such network information and the obligations of confidentiality shall
survive termination or expiration of this Agreement indefinitely.




          Notwithstanding the provisions of Section 25 of this Agreement, the Parties agree that
a Party will not have an adequate remedy at law in the event of a disclosure or threatened
disclosure of confidential information in violation of this Section 27. Accordingly, in
such event, in addition to any other remedies available at law or in equity, a Party shall be
entitled to specific enforcement of this Section 27 and to other injunctive and equitable
remedies against such breach without the posting of any bond.




28. Indemnification. 




          Each Party hereby agrees to indemnify the other Party, its Affiliates, and any and all of
their officers, directors, employees, agents, members, managers and/or affiliates, against, and
hold them harmless from losses and expenses (including, but not limited to, reasonable attorney’s
fees and disbursements) which may result from any claims, suits, proceedings or demands against an
indemnified Party (a) asserted by a Third Party as a result of the indemnifying Party’s failure to
provide Wireless Service (including all requirements of such Wireless Services contemplated by this
Agreement) to such Third Party as required by the terms of this Agreement or (b) as a result of the
indemnifying Party’s provision of Wireless Service to a Third Party that is not entitled to
Wireless Services under the provisions of this Agreement.




          Each Party’s indemnification obligation under this Section 28 is subject to the
following (i) a Party seeking indemnification hereunder will promptly notify the indemnifying
Party, in writing, of the suit, claim or proceeding or a threat of suit, claim or proceeding; (ii)
at the indemnifying Party’s reasonable request and expense, the indemnified Party will provide the
indemnifying Party with reasonable assistance for the defense of the suit, claim or proceeding; and
(iii) the indemnified Party will allow the indemnifying Party sole control of the defense of any
claim and all negotiations for settlement or compromise, provided that the indemnified Party will
have the right, at its own expense, to employ separate counsel and participate in the defense
thereof, and provided further that the indemnifying Party may not enter into any settlement
agreement which would in any manner whatsoever affect the right of, or bind the indemnified Party
in any manner to such Third Party, without the indemnified Party’s prior written consent.




29. Notices.




          All notices or other communications hereunder shall be in writing and shall be deemed to have
been duly given or made (i) upon delivery if delivered personally (by courier service or




27









 








otherwise) or (ii) upon confirmation of dispatch if sent by facsimile transmission (which
confirmation shall be sufficient if shown on the journal produced by the facsimile machine used for
such transmission), and all legal process with regard hereto shall be validly served when served in
accordance with applicable law, in each case to the applicable addresses set forth below (or such
other address as the recipient may specify in accordance with this Section):



	 	 	 	 	 
	If to ACC:
	 	 	 	 
	 

	 	American Cellular Corporation	 	 
	 

	 	14201 Wireless Way	 	 
	 

	 	Oklahoma City, OK 73134	 	 
	 

	 	Attn: General Counsel	 	 
	 

	 	FAX: (405) 529-8765	 	 
	 
	 	 	 	 
	with a copy to:
	 	 	 	 
	 

	 	Edwards & Angell LLP	 	 
	 

	 	2800 Financial Plaza	 	 
	 

	 	Providence, RI 02903	 	 
	 

	 	Attn: Peter J. Barrett	 	 
	 

	 	Fax: (888) 325-9152	 	 
	 
	 	 	 	 
	If to DCS:
	 	 	 	 
	 

	 	Dobson Cellular Systems, Inc.	 	 
	 

	 	14201 Wireless Way	 	 
	 

	 	Oklahoma City, OK 73134	 	 
	 

	 	Attn: General Counsel	 	 
	 

	 	FAX: (405) 529-8765	 	 
	 
	 	 	 	 
	with a copy to:
	 	 	 	 
	 

	 	Edwards & Angell LLP	 	 
	 

	 	2800 Financial Plaza	 	 
	 

	 	Providence, RI 02903	 	 
	 

	 	Attn: Peter J. Barrett	 	 
	 

	 	Fax: (888) 325-9152	 	 
	 
	 	 	 	 
	If to Cingular:
	 	 	 	 
	 

	 	Cingular Wireless LLC	 	 
	 

	 	5565 Glenridge Connector, Suite 2000	 	 
	 

	 	Atlanta, GA 30342	 	 
	 

	 	Attn.: General Counsel	 	 
	 

	 	FAX: (404) 236-6145	 	 
	 
	 	 	 	 
	with a copy to:
	 	 	 	 
	 

	 	Alston & Bird LLP	 	 
	 

	 	1201 West Peachtree Street	 	 
	 

	 	Atlanta, GA 30309	 	 
	 

	 	Fax: (404) 881-7777	 	 
	 

	 	Attention: Pinney L. Allen	 	 






28









 





30. Termination.




          This Agreement may be terminated upon the mutual written agreement of the Parties. Either
Party may also terminate this Agreement upon written notice to the other Party in the event the
other Party has failed to perform under this Agreement because of Force Majeure and such failure to
perform shall have continued for more than six (6) consecutive months. Cingular may terminate
this Agreement as provided in Section 19. A Party will be in default under this Agreement and the
other Party may immediately terminate this Agreement upon written notice to the defaulting Party
upon the occurrence of any of the following events:





	 	a.	 	Said Party, or one or more of its Affiliates that are material to the financial
condition of such Party, voluntarily liquidates or dissolves;
	 
	 	b.	 	A final order(s) by the FCC revoking or denying renewal of a wireless
license(s) covering substantially all or a material portion (taking into account market
size and geographic area) of all of said Party’s Total Market;
	 
	 	c.	 	Said Party, or one or more of its Affiliates that are material to the financial
condition of such Party, (i) files 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 of all or a portion of its 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 of all or a portion of it property, provided that within sixty (60) days
after the filing of any such petition it fails to obtain a discharge hereof, or (iii)
makes assignment for the benefit of creditors or petitions for or voluntarily enters
into an arrangement of such nature, and provided that such filing, petition or
appointment is still continuing;
	 
	 	d.	 	Said Party, or one or more of its Affiliates that are material to the financial
condition of such Party, disposes of all or substantially all of its Total Market; and
	 
	 	e.	 	Said Party fails to pay the damages awarded by, or otherwise satisfy or perform
the terms and conditions of an award of, the arbitrators issued pursuant to Section
25(b)(v) within the time set forth in, or applicable to, such award, and the other
Party has given notice of such failure, and said Party has not cured such failure
within thirty (30) days of receipt of such notice.





31. Rights of Parties Upon Termination. 




          The termination of the 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 said termination. Further, any provisions of this Agreement, which by their nature should
survive the termination, including confidentiality, indemnity, and arbitration provisions, shall
survive termination of this Agreement.




32. Entire Agreement.




          This Agreement and any appendices attached hereto, the GSM Operating Agreements and the
Release constitute the full and complete agreement of the Parties on the subject matter hereof. In
the event of a conflict between the terms of this Agreement and any of its schedules, appendices or
exhibits hereto, the terms of this Agreement shall control.




29









 








          In the event of any conflict between (i) the Release and (ii) this Agreement or the Addendum,
the Release shall control. In the event of any conflict between this Agreement and the Addendum on
any issue relating to roaming, this Agreement shall control. In the event of any conflict between
the Agreement and the Addendum on any issue relating to exclusivity, the Addendum shall control.
Unless otherwise stated in this Agreement, any prior written or oral agreements among the Parties
with respect to this subject matter shall be superseded and of no force and effect. This Agreement
may not be modified or otherwise amended except by the written consent of both Parties. Waiver of
any breach of any provision of the Agreement must be in writing signed by the waiving Party and
such waiver shall not be deemed to be a waiver of any preceding or succeeding breach of the same or
an, other provision. The failure of a Party to insist upon strict performance of a covenant or an
obligation under this Agreement shall not be a waiver of a Party’s right to demand strict
compliance therewith in the future.




33. Use of Trademarks.




          The Parties agree that they will not use the name, service marks or trademarks of the other
Party or any of its affiliated companies in any advertising, publicity releases or sales
presentations, without such Party’s written consent. Neither Party is licensed hereunder to conduct
business under any logo, trademark, service or trade name (or any derivative thereof) of the other
Party.




34. Limits of Liability.




          Except for breaches of Section 27 and Section 28, neither Party shall be
liable to the other Party for any special, indirect, consequential, exemplary or punitive damages,
including without limitation lost profits, lost revenues and lost opportunity, provided however, in
the case of a breach of Section 5, the non-breaching Party may recover lost revenues. Except as
set forth in Section 9, in no event shall any remedy set forth herein be deemed exclusive,
and the Parties’ rights shall be cumulative of other rights set forth herein, and at law and in
equity.




35. No Partnership or Agency Relationship Created.




          Nothing contained in this Agreement nor in the commercial arrangement between the Parties
shall constitute the Parties as partners with one another, impose duties upon either Party as
though they were partners with one another, or render any Party liable for any debts or obligations
of another Party, nor shall any Party hereby be constituted the agent of another Party.




36. Compliance with Laws.




          The Parties shall comply with, conform to, and abide by all applicable and valid laws,
regulations, rules and orders of all governmental agencies and authorities, and agree that the
Agreement is subject to such laws, regulations, rules and orders. Without limitation, each Party
shall comply, at its own expense, with the provisions of all applicable federal, state and
municipal laws, regulations, and requirements applicable to the Party as an employer.




          In the event the FCC issues any order or ruling that relates to the terms and conditions of
“automatic roaming” by PCS and/or CRS licensees that affects MTA/BTAs or MSA/RSAs and such FCC
order or ruling in the reasonable opinion of either Party significantly and adversely affects the
material terms and conditions of this Agreement as to that Party so that its fundamental business
assumptions with respect to pricing and terms and conditions in the Agreement cannot be achieved,
then it is the intention of the Parties that they use their commercially reasonable efforts to
develop a mutually acceptable amendment to this Agreement




30









 








to accomplish the economic and operational intent of the Parties on an equivalent basis, if
reasonably possible. In such event, either Party may request a meeting of authorized officers of
the Parties so that the Parties may negotiate an amendment to the Agreement to reflect revised
rates or other material terms and conditions in an effort to accomplish the fundamental business
intent of the Parties. In the event such notice is provided, the Parties will meet within ten (10)
Business Days and will negotiate in good faith to reach an agreement on these matters. If, after
twenty (20) Business Days, the Parties are unable to reach a mutually acceptable amendment to the
Agreement, either Party may invoke the provisions of Section 25(b) without further negotiation. In
the resulting arbitration process, the Parties may each (1) present their respective proposed
alternative set of terms and conditions to accomplish the purposes of the Agreement on an
equivalent basis; and/or (2) present their position as to why there is no potential resolution of
the matter. The arbitrators shall (1) select one of the proposed resolutions presented for a
continuation of the Agreement or (2) decide that it is not possible to reach an understanding
between the Parties so as to maintain the economic and operational integrity of the Agreement on an
equivalent basis based on the respective proposals of the Parties. In the event the arbitrators
reach the conclusion that it is not possible to maintain the economic and operational integrity of
the Agreement on an equivalent basis, then either party shall have the right to terminate this
Agreement and if such a decision is made this Agreement shall terminate on the 15th day of the
month immediately following such decision to terminate. In the event the arbitrators reach the
conclusion that one of the proposals maintains the economic and operational integrity of the
Agreement on an equivalent basis, such proposal shall be considered an amendment to the Agreement,
retroactive to the effective date of such FCC ruling or order.



37. Paragraph Headings.




          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 hereof.




38. Original Counterparts.




          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. Facsimile signatures shall be
deemed original signatures.




39. Controlling Law.




          Disputes concerning service provided under this Agreement shall be construed in accordance
with the internal laws of the state of Delaware, without regard to its conflict of law doctrine.




40. Force Majeure.




          A Party shall not be responsible for failure to perform due to the following causes beyond its
control: accidents, storms, earthquakes, flood, fire, explosion, sabotage, nuclear incidents, sink
holes, epidemics, acts of war and/or terrorism, acts of the FCC or the Federal Aviation
Administration or common carriers, revolution, work stoppages, strikes, lockouts, fires, civil
disobedience, riots, rebellions, military action, lightning, natural catastrophes, or acts of God
(“Force Majeure”); provided such Force Majeure shall apply only with respect to the
performance of such obligations directly impacted by such Force Majeure, and only to the extent and
for so long as the Force Majeure is in effect. The Party prevented from fulfilling its




31









 








obligations shall on becoming aware of such Force Majeure inform the other Party in writing of
such Force Majeure as soon as possible. If the affected Party fails to inform the other Party of
the occurrence of a Force Majeure in accordance with this Section, then such Party thereafter shall
not be entitled to refer to such event as force majeure as a reason for noncompliance, to the
extent such other Party is disadvantaged by such delay. This notice obligation does not apply if
the Force Majeure is known by both Parties or the affected Party is unable to inform the other
Party due to the Force Majeure. Services shall be rendered as soon as possible after the cessation
of such Force Majeure event. In the event of Force Majeure, to the extent commercially practicable,
the Parties shall cooperate to continue to fulfill their respective obligations under this
Agreement, including but not limited to Section 20.



41. Successors and Assigns.




          This Agreement is solely for the benefit of the Parties and their respective Affiliates,
successors and permitted assigns, and does not confer any rights or remedies on any other person or
entity. Neither Party may, directly or indirectly, 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.




42. Mapping of BIDs and BSCs.




          The association of BSCs to Measured Markets, and the association of BIDs to Markets, shall be
accomplished by the Parties, and will be amended from time to time, as described in Schedule H.1.




43. Public Disclosures.




          No Party shall make any press release or any other public announcement regarding the
existence or the terms and conditions of this Agreement, the Addendum or the Release, and each
Party agrees to maintain the confidentiality of the foregoing, except (i) as provided for in
Section 27, (ii) on a need to know basis to the disclosing Party’s employees, attorneys, advisors,
representatives, agents, lenders, insurers, and current or potential investors; (iii) as necessary
to implement this Agreement, the Addendum or the Release and inform customers; or (iv) as agreed by
the Parties. Notwithstanding the foregoing, in the event that the Parties agree on the content of
any one disclosure, no prior approval need be obtained from the non-disclosing Party to the extent
that the same content is used in future disclosures. Any information that does not constitute
confidential information in accordance with Section 27 hereof shall not be subject to or restricted
by the provisions in this Section 43.




          Subject to Section 27, the Parties shall agree to initial disclosures regarding this
Agreement, the Addendum and the Release and any description of the terms and conditions therein
(the “Initial Disclosures”). Thereafter, the Parties shall not make any disclosures under Section
43 (i)-(iv) hereof which are inconsistent with the Initial Disclosures, except as agreed to in
writing by the Parties




44. Board Approvals Required.




          ACC and DCS each acknowledge that Cingular’s board of directors has not approved this
Agreement, and Cingular acknowledges that neither ACC’s nor DCS’s board of directors has approved
this Agreement. Neither this Agreement, the Addendum nor the Release shall be binding on the
Parties, nor shall this Agreement create any binding obligation or liability on any Party, unless
and until all of the following have occurred: (i) this Agreement, having previously




32









 








been executed by all Parties, is approved by (A) Cingular’s Board of Directors; (B) ACC’s
Board of Directors and (C) DCS’s Board of Directors; (ii) the Addendum has been approved in
accordance with its terms; and (iii) the Release has been approved in accordance with its terms.
In the event that this Agreement, the Addendum or the Release has not been so approved by August
31, 2005, then this Agreement, the Addendum and the Release shall all be null and void.



[Signatures on Next Page]





33









 





     Signature Page: Intercarrier Multi-Standard Roaming Agreement



     IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly
authorized representatives:



	 	 	 	 	 	 	 
	DOBSON CELLULAR SYSTEMS, INC.	 	CINGULAR WIRELESS LLC
	 
	 	 	 	 	 	 
	Signature:

	 	/s/ Everett R. Dobson
	 	Signature:
	 	/s/ Peter A. Ritcher
	 

	 	 
	 	 	 	 
	Name:  Everett
R. Dobson

	 	Name:  Peter A. Ritcher
	Title:  Chairman of the Board

	 	Title:  Chief Financial Officer
	Date:  August 4, 2005

	 	Date:  August 4,
2005
	 
	 	 	 	 	 	 
	AMERICAN CELLULAR CORPORATION	 	 	 	 
	 
	 	 	 	 	 	 
	Signature:

	 	/s/ Everett R. Dobson	 	 	 	 
	 

	 	 	 	 	 	 
	Name:  Everett R. Dobson
	 	 	 	 
	Title:  Chairman
of the Board
	 	 	 	 
	Date:  August 4, 2005
	 	 	 	 






 









 






Exhibit 1 — TDMA Roaming Specifications




     This Exhibit for TDMA Roaming Specifications (“TDMA Exhibit”) sets forth additional terms and
conditions to the Intercarrier Multi-Standard Roaming Agreement between the Parties (the
“Agreement”) for the establishment of TDMA Wireless Services for each Party’s Authorized Roamers.
The Parties acknowledge Cingular is in the process of converting its subscribers from TDMA Wireless
Services to GSM Wireless Services.


SECTION 1 DEFINITIONS




     For the purpose of this TDMA Exhibit, the following terms shall have the meaning set forth in
their respective definitions and other terms used but not defined shall have the meanings set forth
in the Agreement.




	 	1.1	 	“Authorized Roamer” for this TDMA Exhibit shall mean an Authorized Roamer, as
defined in the Agreement, who seeks TDMA Wireless Service in a geographic area outside
the area served by its Home Carrier.
	 
	 	1.2	 	“CIBER Record” or “Cellular Intercarrier Billing Exchange Record” means the
publication prepared and maintained by CIBERNET Corporation (“CIBERNET”). The CIBER
Record was developed as a “living” standard, and as such is updated from time to time
as the needs of the wireless industry dictate. Unless specifically provided otherwise
in this Agreement, all words and phrases defined in the CIBER Record shall have the
same meaning for purposes of this Agreement.
	 
	 	1.3	 	“Clearinghouse” means that entity that provides for the exchange of CIBER
Records and performs industry-accepted CIBER edits, including edits to verify the
existence of a roaming agreement. The Clearinghouse may also provide positive
verification for purposes of positive notifications referenced in Sections 4.2 and 4.3
of this TDMA Exhibit.
	 
	 	1.4	 	“ESN” or “Electronic Serial Number” is the number that is “burned” into the
customer’s mobile telephone set by the manufacturer.
	 
	 	1.5	 	“HLR” or “Home Location Register” is a database of the customers who are
Authorized Roamers of the Home Carrier.
	 
	 	1.6	 	“Home Carrier” shall mean a Party who is providing TDMA Wireless Services to
its subscribers in its Markets.
	 
	 	1.7	 	“Industry Positive File” means the positive file maintained by the
Clearinghouse in accordance with approved CIBERNET positive file guidelines.
	 
	 	1.8	 	“Markets” The Markets of Carrier means those RSAs set forth in Schedule A.1 of
the Agreement. The Markets of Cingular means those RSAs set forth in Schedule A.2 of
the Agreement.
	 
	 	1.9	 	“MDN” or “Mobile Directory Number” means the telephone number associated with a
customer’s ability to receive calls in a number-ported environment and which can be
dialed.




 









 






	 	1.10	 	“MIN” or “Mobile Identification Number” is a number assigned by a Home Carrier
to each of its registered customers. In the number portability environment, the MIN
represents the carrier/subscriber identification number associated with a customer,
which may not be the same as the dialable phone number or MDN.
	 
	 	1.11	 	“MSID” or “Mobile Station Identification Number” means a number associated with
a particular mobile station and which is used to route calls to that mobile station.
	 
	 	1.12	 	“NPA/NXX” means the six-digit numerical combinations assigned by regulatory
authorities to identify the area code and prefix for wireless service. Where the Home
carrier has implemented MIN/MDN separation, the “NPA/NXX” shall be read to mean the MIN
block identifier (“MBI”).
	 
	 	1.13	 	“Serving Carrier” means a Party who allows Authorized Roamers to use its
networks to access the Party’s TDMA Wireless Services.
	 
	 	1.14	 	“SS7” or “Signaling System 7” means a data transmission protocol designed for
common channel signaling communication between telecommunication switches.
	 
	 	1.15	 	“VLR” or “Visitor Location Register” is a database(s) of roamer status as
specified by the Home Carrier’s HLR.




SECTION 2 PROVISION OF SERVICE AND RATES




     2.1 Roaming Services. Each Party, acting as the “Serving Carrier,” agrees to provide
TDMA Wireless Service in its Markets to Authorized Roamers of the other Party, acting as the “Home
Carrier”, under the terms and conditions provided in this TDMA Exhibit and the Agreement. However,
nothing in the Agreement shall require any Party to make a technical alteration or reconfiguration
of its network, in order to enable Authorized Roamers of the other Party to roam, that it is not
making on behalf of other similarly situated Authorized Roamers, unless the Parties otherwise agree
in writing. The Home Carrier bears the responsibility and expense of providing its subscribers
with equipment technically compatible with the Serving Carrier’s network. No Party shall have an
obligation to reconfigure or to redesign its network with technology currently in use by the other
Party or to perform specialized routing to accommodate Authorized Roamers without prior consent.
Nothing in this TDMA Exhibit or in the Agreement shall limit any Party’s ability to install
equipment or take appropriate measures to prevent unauthorized usage.



     2.2 Standards for Service. The Parties agree to comply with all FCC rules and
regulations regarding TDMA Wireless Services. All NPA/NXX’s shall conform to the United States
standards unless otherwise mutually agreed upon, in writing, by the Parties. Validation shall be
performed via the SS-7 interface unless otherwise mutually agreed upon, in writing, by the Parties.
All Parties agree to use commercially reasonable efforts to resolve any and all customer
impacting, network- or switch-related issues.



     Typical line range/MBI loading or point code issues will be addressed and resolved within 24
hours by the Serving Carrier, otherwise the Home Carrier may escalate to the network contacts
listed in the Serving Carrier’s then current Technical Data Sheet, as such term is currently
understood in the industry (also known as the GSM Association Permanent Reference Documents
Domestic AA.14).



2









 





     2.3 Customer Feature Portability. The Parties agree to use commercially reasonable
efforts, based on technological compatibility, to implement the listed features to insure customer
feature portability while roaming.




	 	•	 	Call Delivery
	 
	 	•	 	Call Origination
	 
	 	•	 	Voicemail Redirect
	 
	 	•	 	Call Forwarding
	 
	 	•	 	Call Waiting
	 
	 	•	 	Three-Way Calling
	 
	 	•	 	Short Message Service






	 	 	 	— Roaming






	 	 	 	— Mobile Originate/Mobile Terminate






	 	 	 	—Intercarrier






	 	 	 	— Mobile Originate/Mobile Terminate






	 	•	 	Wireless Application Protocol Browser Utilization





     2.4 Market Loading Exceptions. Both Parties acknowledge that there are situations
where NPA/NXX loading exceptions are desired. The Parties agree that all such exceptions will be
provided by the Home Carrier, in writing, to the Serving Carrier. As defined in Section 4.1, all
changes to NPA/NXXs will be effective fifteen (15) days from the date of the Serving Carrier’s
receipt of the written notification.


SECTION 3 BILLING




     3.1 Fees. The Home Carrier shall be responsible for all charges in accordance with
Section 10 of the Agreement incurred by its Authorized Roamers as a result of the Serving Carrier
providing TDMA Wireless Service in its Markets to Authorized Roamers, provided that all charges are
billed to the Home Carrier in CIBER Records complying with all CIBERNET CIBER Standards.



     3.2 CIBER Record Exchange. The Serving Carrier shall, in accordance with industry
standards, either via electronic data transmission or via magnetic tape, forward CIBER Records of
Authorized Roamers’ usage of TDMA Wireless Services on a daily basis to the appropriate billing
vendor and/or Clearinghouse. All records pertaining to any individual call shall be included in
the same billing invoice with supporting Authorized Roamer billing information. The Parties shall
mutually agree within ninety (90) days of the Execution Date to attach to this Exhibit 1 as
Schedule 1.A a listing of those edits specified in the CIBERNET CIBER Standards and any additional
business edits each Party shall perform on CIBER Records it provides as the Serving Carrier to the
other Party.



     3.3 CIBER Edits. Where the Authorized Roamer billing information provided by the
Serving Carrier in accordance with Section 3.2 above is not in accordance with the edits specified
in Schedule 1.A, the Home Carrier may choose to perform CIBER edits and return records to the
Serving Carrier. Additionally, the Serving Carrier may correct the returned record and return it
to the Home Carrier. All such returns and resubmissions of CIBER Records shall be performed using
procedures outlined in the accepted CIBERNET Guidelines as amended from time to time.



3









 




SECTION 4 TDMA WIRELESS SERVICE INFORMATION EXCHANGE




     The following terms and conditions shall govern the obligations of the Parties regarding
exchange of information necessary for the Parties to provide TDMA Wireless Services to Authorized
Roamers.



     4.1 NPA/NXX Combinations. Each Party shall provide the other, or its authorized
representatives, with a list of the valid NPA/NXX combinations used by its Authorized Roamers and
all associated networking data [(see Technical Data Sheet)] that shall be accepted by the other
Party and which may be amended, from time to time, as provided in this Section and Section 2.4
(Market Loading Exceptions). Such NPA/NXXs will follow the CIBERNET CIBER Standards associated
with shared line ranges. Each Party will be responsible for billing to any number within that
total range. The minimum time required before changes, additions or deletions of NPA/NXXs are
effective shall be fifteen (15) days from the date of receipt of written notification of such
changes, additions or deletions by either of the Parties. Authorized Roamers must use equipment
with the NPA/NXX combinations listed in accordance with this Section 4.1. NPA/NXX and associated
networking information changes shall be forwarded using such methods or facilities mutually
designated, in writing, by the Parties.



     4.2 Fraud Control. To control fraudulent roamer usage, each Party shall use, in all
markets, SS7 connection or switch-to-switch interconnect facilities. The Parties mutually agree to
accept verification requirements via the HLR resident in the Home Carrier’s switch. The Home
Carrier’s HLR will update the Serving Carrier’s VLR with any changes of Authorized Roamer
verification status. The Parties agree that calls completed by a Serving Carrier after a validation
request pursuant to the agreed-upon validation method has determined that a roamer is not an
Authorized Roamer of the Home Carrier (a negative notification) shall be the responsibility of the
Serving Carrier. The Serving Carrier shall use commercially reasonable efforts to provide the Home
Carrier with real-time visibility of call detail records delivered through a network compatible
with the Parties’ networks where such records are within the control of the Serving Carrier. Such
information that is within the control of the Serving Carrier shall be delivered within the time
frame that is standard within the industry. However, neither Party shall have any obligation to
make a technical alteration or reconfiguration in its network or operations in order to accommodate
the other Party’s call detail records. In the event that the Serving Carrier provides data to a
third-party real-time visibility system, the Serving Carrier shall not be liable in any event for a
temporary failure of the system. However, the Serving Carrier, once notified of a temporary system
failure, agrees to take all reasonable steps to remedy the failure where such failure is within the
control of the Serving Carrier. Except as specifically outlined in this Agreement, the Serving
Carrier shall not be responsible for fraudulent roamer usage, the liability for which is expressly
accepted by the Home Carrier.



     4.3 Assume Negative. The Parties agree that the Serving Carrier will configure its
switches “assume negative” for validation purposes. The Parties agree that positive notification is
required for roaming. The Parties also agree that, absent an actual positive validation, the
Serving Carrier shall be liable for any fraudulent usage associated with assuming positive.


SECTION 5 TERMINATION




     After December 31, 2006, a Party may substantially reduce its provision of TDMA protocol
services in any given Market upon ninety (90) days written notice to the other Party.



4









 





Exhibit 2
— Roaming Agreement for GSM





 









 





	 	 	 
	GSM Association
	 	 
	Permanent Reference Document: AA.12

	 	Restricted — Confidential Information






Exhibit 2

PRD AA.12









	 	 	 	 	 
	Title

	 	Roaming Agreement for GSM

	Version

	 	3.10.0
	Date

	 	October 2002







GSM Association Classifications




Non-Binding




Core




	 	 	 	 	 
	Security Classification Category*: 
	 	 	 	 
	Restricted — Members

	 	 	 	X
	 
	 	 	 	 
	Restricted — Provisional

	 	 	 	X
	Members
	 	 	 	 
	Restricted — Associate Members

	 	 	 	X
	 
	 	 	 	 
	Information Category

	 	Roaming — agreement	 	 










Restricted — Confidential Information



Access to and distribution of this document is restricted to the persons
listed under the heading Security Classification Category*. This document is
confidential to the Association and is subject to copyright protection. This
document is to be used only for the purposes for which it has been supplied and
information contained in it must not be disclosed or in any other way made
available, in whole or in part, to persons other than those listed under
Security Classification Category* without the prior written approval of the
Association. The GSM MoU Association (“Association”) makes no representation,
warranty or undertaking (express or implied) with respect to and does not
accept any responsibility for, and hereby disclaims liability for the accuracy
or completeness or timeliness of the information contained in this document.
The information contained in this document may be subject to change without
prior notice.




©
Copyright of the GSM MoU Association 1993 — 2002








 









 








	 	 	 
	GSM Association
	 	 
	Permanent Reference Document: AA.12

	 	Restricted — Confidential Information






Document History




	 	 	 	 	 
	Version	 	Date	 	Brief Description
	3.0.0

	 	December 1993
	 	Approved
	3.1.0

	 	April 1994
	 	Approved
	3.2.0

	 	July 1994
	 	Approved
	3.3.0

	 	September 1997
	 	Approved
	3.4.0

	 	April 1998
	 	Approved by MoU 39
	3.5.0

	 	August 1998
	 	Approved by written change request procedure
	3.6.0

	 	April 2000
	 	Approved by MoU 43
	3.7.0

	 	October 2000
	 	Approved by MoU 44
	3.8.0

	 	November 2001
	 	Approved by EC
	3.9.0

	 	July 2002
	 	Approved by EC
	3.10.0

	 	October 2002
	 	SCR 11 — BARG Doc 175/02 to update the Individual Annex Structure.





Changes Since Last Version



Following a number of changes to AA 14, the Individual Annex Structure in AA 12 needs to be
changed to reflect these changes, BARG Doc 175/02.



Table of Contents




	 	 	 
	Roaming Agreement for GSM
	1.

	 	Introduction
	2.

	 	Intent
	3.

	 	Definitions
	4.

	 	Annexes
	5.

	 	Scope of the Agreement
	6.

	 	Implementation of the network and services
	7.

	 	Modifications
	8.

	 	Charging, Billing and Accounting
	9.

	 	Customer Care
	10.

	 	Confidentiality
	11.

	 	Data Privacy
	12.

	 	Fraud Prevention
	OVERVIEW OF THE ANNEX STRUCTURE





Individual annexes:




 









 








	 	 	 
	GSM Association
	 	 
	Permanent Reference Document: AA.12

	 	Restricted — Confidential Information






Roaming Agreement for GSM




between




CINGULAR WIRELESS LLC

having its registered address:




5565 Glenridge Connector

16th Floor, Suite 1616

Atlanta, Georgia 30342

U.S.A.



 



(hereinafter referred to as “CINGULAR”)




and




DOBSON CELLULAR SYSTEMS, INC.&

AMERICAN CELLULAR CORPORATION

on behalf of their Affiliates,

having its registered address:




14201 Wireless Way

Oklahoma City, OK 73134

U.S.A.



 



(hereinafter referred to as “DOBSON”)




General Terms and Conditions for GSM Roaming




Introduction





	1.1	 	The above mentioned Parties agree to establish Roaming among each other and their
respective Affiliates, by the Parties and their respective Affiliates operating GSM digital
cellular telecommunications service pursuant to the Intercarrier Multi-Standard Roaming
Agreement, dated August 12, 2005, between the Parties (“MSRA”) and the terms and conditions as
stated below.
	 
	1.2	 	This Roaming Agreement shall mean the General Terms and Conditions for GSM Roaming and the
Annexes (GSM Association Permanent Reference Documents AA.13 and AA.14) collectively.
	 
	1.3	 	The term “Agreement” used throughout the General Terms and Conditions for GSM Roaming shall
mean this Roaming Agreement.
	 
	1.4	 	The Annexes, including the Overview of the Annex Structure, constitute an integral part of
the Agreement. In case of discrepancy between different parts of the Agreement the following
order of interpretation shall be applied:






	 	1.	 	General Terms and Conditions for GSM Roaming.
	 
	 	2.	 	Annexes.






	1.5	 	In case of additional requirements, exceptions and/or contradictions between the Agreement
and any Technical Specifications or GSM Association Permanent Reference Documents, the
provisions of the Agreement shall prevail. In the event of any conflict between this Agreement and the MSRA,
the MSRA shall control.




 









 











	 	 	 
	GSM Association
	 	 
	Permanent Reference Document: AA.12

	 	Restricted — Confidential Information







	1.6	 	All notices, information and communication required under the Agreement shall be given as
described in Annex C.1: Agreement Management Principles.
	 
	1.7	 	General Terms and Conditions for GSM Roaming apply for the Parties who have signed the
MSRA.





Intent





	2.1	 	The Memorandum of Understanding on GSM provides for the establishment of Roaming Services
whereby a subscriber provided with Services in one country by one of the network operators can
also gain access to the Services of any of the other network operators in their respective
countries.
	 
	2.2	 	In accordance with the above, the Parties have expressed their wish to make a bilateral
agreement for the establishment of Roaming Services between their GSM networks and it is
therefore agreed as follows:





Definitions





	 	 	For the purpose of the Agreement the following terms shall have the meanings set
forth in their respective definitions, unless a different meaning is called for in
the context of another provision in the Agreement or MSRA:
	 
	3.1	 	“Date of the Agreement” shall mean the date as of which both Parties have signed the MSRA by
their duly authorised representatives.
	 
	3.2	 	“Roaming Subscriber” shall mean an Authorized Roamer as defined in the MSRA using a GSM SIM
(Subscriber Identity Module) and/or a GSM USIM (Universal Subscriber Identity Module) who
seeks GSM service(s) in a geographic area outside the area served by its HPMN Operator.
	 
	3.3	 	“Technical Specifications” shall mean the technical specifications defined and adopted by
3GPP (Third Generation Partnership Project), including the ETSI technical specifications
defined and adopted by 3GPP.
	 
	3.4	 	“GSM Association” shall mean the organization formed as a result of the Memorandum of
Understanding on GSM.
	 
	3.5	 	“GSM Association Plenary” shall mean the group of appointed representatives of the
Signatories of the GSM Association.
	 
	3.6	 	“GSM Association Permanent Reference Documents” or “PRD” shall mean the documents that are
established, recognised and classified as binding by the GSM Association Plenary.
	 
	3.7	 	“HPMN Operator” shall mean a Home Carrier as defined in the MSRA who is providing Services to
its subscribers in a geographic area where it holds a license or has a right to establish and
operate a GSM network.
	 
	3.8	 	“VPMN Operator” shall mean a Serving Carrier as defined in the MSRA who allows Roaming
Subscribers to use its GSM network(s).
	 
	3.9	 	“PMN Operator” shall mean a Public Mobile Network Operator.
	 
	3.10	 	“Memorandum of Understanding on GSM” shall mean the agreement signed by the Network Operators
and/or Authorities on 7th September 1987 and the Addendum to the Memorandum of Understanding
dated 24th September 1991.
	 
	3.11	 	“Roaming” shall mean GSM Roaming and GPRS Roaming.




 









 











	 	 	 
	GSM Association
	 	 
	Permanent Reference Document: AA.12

	 	Restricted — Confidential Information







	3.12	 	“TAP” shall mean Transferred Account Procedure as defined and described in GSM Association
Permanent Reference Documents.
	 
	3.13	 	“Services” shall mean the GSM Wireless Services as that term is defined in the MSRA.
	 
	3.14	 	“GSM Roaming” shall mean Global System for Mobile Communications Roaming, providing GSM
digital transmission communications between PMNs and internetworking with external networks
for a service subscriber outside its HPMN. For avoidance of doubt, and in accordance with the
relevant licensing requirements, GSM Roaming shall not prevent a service subscriber’s
operation of GPRS services.
	 
	3.15	 	“GPRS Roaming” shall mean General Packet Radio Service Roaming, providing packet mode
transmission between PMN’s and interworking with external networks. GPRS Roaming allows the
service subscriber to send and receive data in an end-to-end packet transfer mode, without
utilizing network resources in circuit switched mode, outside of their HPMN. GPRS Roaming
specifically does not include providing services using any 3G technology. For the avoidance
of doubt, and in accordance with the relevant licensing requirements, GPRS Roaming shall not
prevent the user’s operation of other Services.
	 
	3.16	 	“Session” shall mean the time between PDP Context Activation until PDP Context deactivation.
	 
	3.17	 	“PDP” shall mean Packet Data Protocol.
	 
	3.18	 	“Affiliates” shall have the meaning ascribed to it in the MSRA.





Annexes





	 	 	The Annexes are divided as set out in the Overview of the Annex Structure, in Common Annexes and in 2 sets of
Individual Annexes; one set for each operator.





Scope of the Agreement





	5.1	 	In respect of and subject to their licenses or rights and Federal Communications
Commission (FCC) binding regulations to establish and operate GSM networks, the Parties to the
Agreement agree to establish Roaming among the GSM network(s) owned, operated or controlled by
themselves and their respective Affiliates in accordance with relevant Technical
Specifications and GSM Association Permanent Reference Documents, including all the commercial
aspects, as defined in the Annexes hereto or as may be amended from time to time.
	 
	5.2	 	Additional requirements and exceptions to the Technical Specifications and GSM Association
Permanent Reference Documents, as agreed between the Parties, are detailed in the Annexes to
the Agreement or as may be amended from time to time.
	 
	5.3	 	Subject to the MSRA or FCC rules or regulations, nothing in this Agreement prevents a Party
from offering its services within the United States of America (USA), inclusive of its
territories and possessions, either directly or through service providers or agents outside
its licensed area.
	 
	5.4	 	Subject to the MSRA, nothing in this Agreement shall limit a Party’s right to restrict
roaming onto an MNC where that Party is an HPMN Operator in whole or in part.





Implementation of the network and services





	6.1	 	Network Implementation
	 
	 	 	The Parties agree to comply with the relevant requirements and procedures of the GSM Association
Permanent Reference Documents agreed by the GSM Association from time to time and as amended by the
GSM Association from time to time; subject to any variations, divergence or modifications to the same
set forth in this Agreement or the MSRA.




 









 











	 	 	 
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	6.2	 	Services
	 
	6.2.1	 	Each Party shall provide Services as a VPMN Operator to Roaming Subscribers of the other Party.
	 
	6.2.2	 	The Services made available to individual Roaming Subscribers shall only be those for which
the Roaming Subscribers have valid subscriptions in their HPMN.
	 
	6.2.3	 	Both Parties agree that the Roaming Subscribers, during roaming, may experience conditions
of service different from the conditions in their HPMN. However, conditions of service shall
not differ substantially from those provided to the subscribers of the VPMN Operator in the
same area.





Modifications





	7.1	 	It is acknowledged that each Party may desire to implement new Services or change its
existing Services. Each Party agrees to reasonably cooperate with and assist in testing on
its Network changes proposed by another Party to its Network.





Charging; Billing and Accounting





	8.1	 	Charging
	 
	8.1.1	 	Both Parties agree that when a Roaming Subscriber uses the Services of the VPMN Operator,
the Roaming Subscriber’s HPMN Operator shall be responsible for payment of charges for the
Services so used in accordance with Section 10 of the MSRA.
	 
	8.1.2	 	However, the HPMN Operator shall not be liable for the payment of charges for chargeable
Services provided by the VPMN Operator without Subscriber Identity Authentication as defined
in GSM Association Permanent Reference Documents, except to the extent that the HPMN Operator
actually recovers all charges due in relation to the Roaming Subscriber. In the case of
re-authentication malfunction, the security functions to be followed are set forth in Annex
I.5.2.
	 
	8.2	 	Implementation of TAP
	 
	 	 	The implementation of TAP shall be done according to the GSM Association Permanent Reference Documents and the
provisions set out in the Annex C.3.1.
	 
	8.3	 	Billing and Accounting
	 
	 	 	The implementation of billing and accounting shall be done according to Section 21 of the MSRA and to the extent not
conflicting with the MSRA, the GSM Association Permanent Reference Documents and the provisions set out in Annex C.3.2 as amended
from time to time or where there is a differing accounting practice or regulations in the U.S., the U.S. practice or regulations
shall prevail.





Customer Care





	 	 	The responsibilities of each Party concerning Customer Care are described in Annex C.4.





Confidentiality





	 	 	Intentionally deleted.





Data Privacy





	11.1	 	Each Party’s obligations hereunder to transfer information to the other Party shall not
apply to the extent that a Party is prohibited from doing so by the regulations and laws of
the United States of America applicable to Roaming and/or data protection.




 









 











	 	 	 
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	11.2	 	The Parties confirm that they shall comply with the Data Privacy Regulations/Laws applicable
in the United States of America. Further Details of Data Privacy aspects are given in Annexes
C.6. and I.6.





Fraud Prevention





	12.1	 	The Parties shall comply with the procedures and provisions concerning fraudulent or
unauthorised use by Roaming Subscribers set out in Section 26 of the MSRA and to the extent
not conflicting with the MSRA the GSM Association Permanent Reference Documents and Annex C.7.




 









 











	 	 	 
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OVERVIEW OF THE ANNEX STRUCTURE




Common Annexes:




	 	 	 
	Annex no.	 	Annex name
	ANNEX C.1

	 	Agreement Management Principles
	ANNEX C.2

	 	Services
	ANNEX C.3

	 	Billing and Accounting
	          ANNEX C.3.1

	 	Information on Billing Data
	          ANNEX C.3.2

	 	Settlement Procedure
	ANNEX C.4

	 	Customer Care Principles
	ANNEX C.5

	 	Technical Aspects
	          ANNEX C.5.1

	 	Testing
	          ANNEX C.5.2

	 	Security
	          ANNEX C.5.3

	 	Information on Signaling Interconnection and / or IP Connectivity
	ANNEX C.6

	 	Data Privacy, General Principles
	ANNEX C.7

	 	Fraud Prevention Procedures
	ANNEX C.8

	 	Additional annexes (optional)






 









 






	 	 	 
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Individual Annexes:




CINGULAR




	 	 	 
	Annex I	 	Annex name
	Section no.:	 	(According to Cingular AA.14 as of July 26, 2005)
	0

	 	REVISION SHEET
	1

	 	AGREEMENT MANAGEMENT PRINCIPLES
	1.1

	 	Contact Points for Agreement Management
	1.2

	 	International Roaming Contact List
	2

	 	SERVICES
	2.1

	 	GSM CS and/or 3GSM CS services provided for Roaming Subscribers
	2.2

	 	GPRS and/or 3GSM PS Services and Applications provided for Roaming Subscribers
	2.3

	 	Additional Services provided for Roaming Subscribers
	3

	 	BILLING AND ACCOUNTING
	3.1

	 	International Roaming Inter Operator Tariffs
	3.2

	 	Mailing list for TAP and Bulk SMS Data
	3.3

	 	Mailing list for Inter PMN Invoices
	3.4

	 	Application of Taxes
	4

	 	CUSTOMER CARE
	4.1

	 	Inter Operator Customer Care Contact
	4.2

	 	Customer Services Numbers
	4.3

	 	Customer Care Contact Numbers
	4.4

	 	General Customer Care Information
	5

	 	TECHNICAL ASPECTS
	5.1

	 	Contact Points for Handling Test SIM and/or USIM Cards
	5.2

	 	Security
	5.3

	 	Relevant Miscellaneous Technical Details
	6

	 	DATA PRIVACY
	6.1

	 	National Requirements for Data
Privacy for HPMN Operator Subscribers 
	6.2

	 	National Requirements for Data
Privacy for VPMN Operator Subscribers
	6.3

	 	Other National Requirements
	7

	 	FRAUD PREVENTION PROCEDURES
	7.1

	 	Information on Fraud Prevention Procedures
	8

	 	Additional annexes (optional)






DOBSON




	 	 	 
	Annex I	 	 
	Section no.:	 	Annex name
	0

	 	REVISION SHEET
	1

	 	AGREEMENT MANAGEMENT PRINCIPLES
	1.1

	 	Contact Points for Agreement Management
	1.2

	 	International Roaming Contact List
	2

	 	SERVICES
	2.1

	 	GSM CS and/or 3GSM CS services provided for Roaming Subscribers
	2.2

	 	GPRS and/or 3GSM PS Services and Applications provided for Roaming Subscribers
	2.3

	 	Additional Services provided for Roaming Subscribers
	3

	 	BILLING AND ACCOUNTING
	3.1

	 	International Roaming Inter Operator Tariffs
	3.2

	 	Mailing list for TAP
	3.3

	 	Mailing list for Inter PMN Invoices
	3.4

	 	Application of Taxes
	4

	 	CUSTOMER CARE
	4.1

	 	Inter Operator Customer Care Contact
	4.2

	 	Customer Services Numbers
	4.3

	 	Customer Care Contact Numbers
	5

	 	TECHNICAL ASPECTS
	5.1

	 	Contact Points for Handling Test SIM and/or USIM Cards
	5.2

	 	Security
	5.3

	 	Relevant Miscellaneous Technical Details
	6

	 	DATA PRIVACY
	6.1

	 	National Requirements for Data Privacy
	7

	 	FRAUD PREVENTION PROCEDURES
	7.1

	 	Information on Fraud Prevention Procedures
	8

	 	Additional annexes (optional)
	8.1

	 	Billing and Transfer Information
	8.2

	 	SID/BID Table
	8.3

	 	Acronym List







 









 






	 	 	 
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Exhibit 2

PRD AA.13









	 	 	 
	Title

	 	Roaming for GSM and SMS Interworking
Agreement — Common Annexes
	Version

	 	3.8.0
	Date

	 	November 2002






GSM Association Classifications




Non-Binding




Core




	 	 	 	 	 
	Security Classification Category*:
	 	 	 	 
	Restricted – Members

	 	 	 	X
	Restricted – Associate Members

	 	 	 	X
	 
	 	 	 	 
	Information Category

	 	Roaming — Annexes – Common	 	 










Restricted — Confidential Information



Access to and distribution of this document is restricted to the persons listed
under the heading Security Classification Category*. This document is
confidential to the Association and is subject to copyright protection. This
document is to be used only for the purposes for which it has been supplied and
information contained in it must not be disclosed or in any other way made
available, in whole or in part, to persons other than those listed under
Security Classification Category* without the prior written approval of the
Association. The GSM MoU Association (“Association”) makes no representation,
warranty or undertaking (express or implied) with respect to and does not
accept any responsibility for, and hereby disclaims liability for the accuracy
or completeness or timeliness of the information contained in this document.
The information contained in this document may be subject to change without
prior notice.




© Copyright of the GSM MoU Association 2001







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Document History




	 	 	 	 	 
	Version	 	Date	 	Brief Description
	3.2.0

	 	September 1998
	 	Changes due to SMS new principles approved Plenary #40
	3.3.0

	 	April 1999
	 	Approved at Plenary 41
	3.4.0

	 	April 2000
	 	CR# contained in PL Doc and CR# contained in Doc has
been incorporated
	3.5.0

	 	October 2000
	 	Changes due to GPRS roaming, Bulk SMS data transfer,
Multilateral Financial Settlement and Access to IP
Capabilities.
	3.6.0

	 	December 2001
	 	CR#14 (LRG Doc 063/01rev1) concerning changes due to
3G and CR#16 (BARG Doc 256/01) to bring AA.13 in line
with BA.11.
	3.7.0

	 	July 2002
	 	CR#21 (BARG doc 079_02) concerning bulk data exchange
and CR 22 (BARG doc 105_02) concerning HUR liability.
	3.8.0

	 	November 2002
	 	CR#24 (BARG doc 210_02) concerning SMS fraud
prevention procedure for MNP





Changes Since Last Version



AA.13 Section C7 is modified to delete references to MSISDN in relation to SMS
fraud prevention procedure and replace with IMSI




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Table of Contents




	 	 	 	 	 	 	 
	ANNEX C.1

	 	AGREEMENT MANAGEMENT PRINCIPLES
	 	 	04	 
	ANNEX C.2

	 	SERVICES	 	 	 	 
	ANNEX C.3

	 	BILLING AND ACCOUNTING	 	 	 	 
	ANNEX C.3.1

	 	INFORMATION ON BILLING DATA	 	 	 	 
	ANNEX C.3.1.1

	 	INFORMATION ON TAP
	 	 	07	 
	ANNEX C.3.1.2

	 	INFORMATION ON BULK
	 	 	09	 
	ANNEX C.3.2

	 	SETTLEMENT PROCEDURE (C.3.2 D Direct payment/netting procedure)
	 	 	10	 
	ANNEX C.4

	 	CUSTOMER CARE PRINCIPLES
	 	 	12	 
	1.

	 	General
	 	 	12	 
	2.

	 	Roaming Information
	 	 	12	 
	3.

	 	Network Faults
	 	 	12	 
	4.

	 	Lost/Stolen SIM and/or USIM-Cards
	 	 	13	 
	5.

	 	Lost/stolen or Faulty Mobile Equipment
	 	 	13	 
	6.

	 	Billing Enquiries
	 	 	13	 
	7.

	 	Customer Service Numbers
	 	 	13	 
	8.

	 	Customer Care Contact Numbers
	 	 	13	 
	ANNEX.C.5

	 	TECHNICAL ASPECTS
	 	 	14	 
	ANNEX C.5.1

	 	TESTING
	 	 	15	 
	1.

	 	Certification of testing
	 	 	15	 
	2.

	 	Testing of Service availability:
	 	 	15	 
	3.

	 	Exchange of SIM and/or USIM-Cards
	 	 	15	 
	ANNEX C.5.2

	 	SECURITY
	 	 	17	 
	ANNEX C.5.3

	 	INFORMATION ON SIGNALLING INTERCONNECTION AND/OR IP CONNECTIVITY
	 	 	18	 
	ANNEX C.6

	 	DATA PRIVACY. GENERAL PRINCIPLES
	 	 	19	 
	ANNEX C.7

	 	FRAUD PREVENTION PROCEDURES
	 	 	20	 
	ANNEX C.8

	 	ACCESS TO IP CAPABILITIES
	 	 	23	 
	ANNEX C.9

	 	MARKET EXCEPTIONS
	 	 	24	 






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ANNEX C.1 AGREEMENT MANAGEMENT PRINCIPLES



Notices



All notices, information and communications required under this Agreement shall be given in writing
and be in the English language and shall be sent either by mail, telefax or preferably secure
e-mail to the addresses indicated in Annex I.1.1.
Each Operator specifies only one contact point for exchange of updates to the Agreement.



Structure of Annexes and Addenda



The Annexes are of two types:




“Common” Annexes are common for both Parties.



“Individual” Annexes consist of two separate parts, one part for each
Party. Each Party provides and maintains his own part. This gives
the possibility to update e.g. a contact point list individually
for each operator. Each set of individual Annexes holds a revision
sheet containing an index of all individual Annexes contained, with
the revision status and recognition level.



“Addenda” are common for both Parties.



Revision Procedure



The general revision procedure is specified in the Agreement.

For the updating of the Annexes the following procedure is recommended:




All updates to the Annexes shall be
exchanged by mail or courier.



For individual Annexes, each Party updates
separately: The updating Party shall forward at least one signed
copy of the updated pages, including an updated revision sheet to
the contact point indicated in Annex I.1.1. The receiving Party
acknowledges / approves the updating by returning the revision
sheet duly signed.



For common Annexes the updating Party shall
forward 2 signed copies of the updated pages to the contact point
indicated in Annex I.1.1. The receiving Party approves the updating
by returning one of the 2 copies, duly signed.


Each revision shall be clearly identified by its Revision date. For Annexes of informative type
(to be acknowledged by receiving Party), the Revision date is equal to the date of issue. For
other Annexes, the Revision date is equal to the date when the Annex is approved by both Parties.




	 	 	 
	DATE: ___/___/___

	 	DATE: ___/___/___
	 
	 	 
	APPROVED BY:

	 	APPROVED BY:






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ANNEX C.2 SERVICES



The implementation of Services shall be in accordance with the Technical Specifications with
the exception of network specific deviations and/or chosen options agreed by both Parties during
the testing phase.




Short Codes



The Parties agree to implement the short codes as detailed in Exhibit 4 to the MSRA. The agreement
on the implementation is only valid after the VPMN operator has confirmed the short code numbers
and the implementation date in written form.




	 	 	 
	DATE: ___/___/___

	 	DATE: ___/___/___
	 
	 	 
	APPROVED BY:

	 	APPROVED BY:






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ANNEX C.3 BILLING AND ACCOUNTING



Billing and Accounting relating to GSM and GPRS Roaming comes into effect as from the
confirmed starting date of GSM or GPRS commercial roaming, as appropriate.



Billing and Accounting relating to SMS Interworking comes into force as from the date of signature
of the SMS Interworking Addendum.




	 	 	 
	DATE: ___/___/___

	 	DATE: ___/___/___
	 
	 	 
	APPROVED BY:

	 	APPROVED BY:






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ANNEX C.3.1 INFORMATION ON BILLING DATA



Information on billing that is not explicitly stated in ANNEX C.3.1.2 is exchanged on TAP




ANNEX C.3.1.1 INFORMATION ON TAP



The implementation of the TAP



The implementation of the TAP necessary to provide Services shall be in accordance with the GSM
Permanent Reference Documents, with the exception of network-specific deviations and/or chosen
options agreed by both Parties during the testing phase.



Data Exchange Procedure



Interchange of TAP records shall be performed by Electronic Data Interchange (EDI).



Transfer shall be within the standard timescale and the standard frequency as defined in the GSM
Permanent Reference Documents.



For the time being the transfer schedules for the Parties shall be as follows:



When CINGULAR is the sending PMN Operator: Daily



When DOBSON is the sending PMN Operator: Daily



Any changes in the exchange frequencies shall be agreed before implementation.



When no charging data are available Notification files will be exchanged.



If the sending PMN Operator is unable to support EDI but the receiving PMN Operator does support
EDI and call records are not made available to the receiving PMN Operator within the standard
timescale, and it subsequently proves impossible after the use of all reasonable efforts for the
receiving PMN Operator to recover the call charges from its subscribers, then the charges shall
remain at the expense of the sending PMN Operator provided the non-recovery can be specifically
related to the delay in transfer.



If the receiving PMN Operator is unable to support EDI but the sending PMN Operator does support
EDI then the liability associated with the requirement to transfer data within the standard
timescale referred to in the preceding paragraph shall not apply to the sending PMN Operator.



EDI Address as well as Contact Points for enquiries and complaints are defined in Annex I.3.2.



Fallback Procedure 



In case of EDI failures or delays in EDI transfer the fallback procedure shall come into effect
as specified by TADIG in GSM Permanent Reference Documents.



The fallback procedure as specified by TADIG will only be used in exceptional circumstances and the
method of transfer shall be as follows:



Physical media, such as CD ROMs or diskettes, shall exist as a fallback procedure in case EDI
fails. Physical media shall be exchanged at least twice a month with an interval between exchanges
of no more than two (2) weeks.



Where there is a delay in the exchange of the billing files, according to the bilaterally agreed
fallback procedure then the other Party shall be immediately advised.




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Addresses for sending the billing files according to the fallback procedure as well as Delivery
Notes and Contact Points for enquiries and complaints are defined in Annex I.3.2.



When using a physical medium, e.g. tape, CD-ROM, or diskette, according to the fallback procedure,
both Parties agree not to return such physical medium.



The use of the fallback procedure does not change the liability as defined under Data Exchange
Procedure above.



Changes in the time schedules



Any changes in the time schedules concerning the exchange of billing files shall be agreed before
implementation.



Data Clearing House



In case of using Data Clearing House for data interchange, the responsibilities of a Party remain
as they are defined by the GSM Association Permanent Reference Documents.




	 	 	 
	DATE: ___/___/___

	 	DATE: ___/___/___
	 
	 	 
	APPROVED BY:

	 	APPROVED BY:






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ANNEX C.3.1.2 INFORMATION ON BULK



The
implementation of the Bulk Data transfer

The implementation of the Bulk Data transfer shall be in accordance with the GSM Association
Permanent Reference Documents with the exception of network specific deviations and/or chosen
options agreed by both parties during the testing phase. The Bulk Data transfer versions
implemented by both parties are to be agreed on during the testing phase.



Information exchanged



The following information is exchanged as bulk data





	 	•	 	SMS interworking




Data exchange procedure



The sending PMN shall provide the Bulk Data in form of a print out.



This print out shall be sent by express mail or courier or <any other means bilaterally
agreed>.



Where there is a delay in sending data then the other Party shall be immediately advised.



Addresses for Data as well as Contact Points for enquiries and complaints are defined in Annex
I.3.2.



Bulk Data shall be transferred at least monthly, even if the amount is zero. The receiving PMN
Operator shall not be liable for any bulk charge if the Bulk Data are not made available to him by
the end of the second month following the invoicing period. If the receiving PMN Operator contests
the Bulk Data, he may request greater detail from the sending Operator, provided a reason is given.



The cost of the transfer will be covered by the sending Operator.



The HPMN is responsible for storing a safety copy of the Bulk Data for six months after the data
were made available to the APMN.




	 	 	 
	DATE: ___/___/___

	 	DATE: ___/___/___
	 
	 	 
	APPROVED BY:

	 	APPROVED BY:






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ANNEX C.3.2 SETTLEMENT PROCEDURE (C.3.2 D Direct payment/netting procedure)



Each Party as VPMN Operator shall prepare a monthly invoice for calls registered during the
invoice period made by the visiting subscribers in the visited PMN. Each Party as HPMN Operator
shall prepare a monthly invoice for SMS-MT registered during the invoice period received by its
subscribers.



The invoice period shall in general be a calendar month. However, a single transfer covering a
month end shall not be divided between two invoices. The invoice has to be sent by the
10th of the following month at latest. A fax can serve as a first information.



Each Party will issue as appropriate credit notes and correction invoices to compensate for agreed
changes to or agreed errors in the basic inter PMN invoices. The threshold amount for issuing the
Credit Note for CINGULAR is * USD ($) and for DOBSON is * USD ($). In any case, a Credit Note
shall be issued at least once a year before the year-end.



The invoice amounts (and credit note amounts if appropriate) for the two directions shall be offset
against each other and the net SDR balance shall be paid by the debtor within 30 days from the date
of the creditor’s invoice.



Payment shall be made in USD ($).



Payment by the debtor shall be made within thirty (30) days from the date of the creditor’s invoice
with the later date.



Settlement adjustments of disputed amounts shall be made bilaterally within 90 days (unless a
shorter period of time is arranged by the VPMN and HPMN Operators). Both Parties agree to pay all
undisputed amounts within 30 days of the date of the invoice by the VPMN.



If the debtor does not pay the net balance by the due date for payment then the creditor shall have
the right to charge its normal interest rate on the overdue amount from the due date for payment
until payment is made.



If the creditor has not received payment within sixty (60) days of the due date, then the creditor
shall send written notice to the debtor requesting that the debtor make any outstanding payment,
including all interest due and owing, within sixty (60) days of the debtor’s receipt of the notice.
If payment is not received within 60 days of the debtor’s receipt of the notice, the debtor will be
in material breach of the Agreement and the creditor may avail itself of any and all legal remedies
available to it.



The normal interest rate for the Party concerned is:




                         *% per month (*% per annum) in the case where CINGULAR is the creditor;



                         *% per month (*% per annum) in the case where DOBSON is the creditor;


Changes in time schedules concerning the exchange of invoices and settlement periods shall be fixed
three months before implementation at the latest.



All enquiries and complaints concerning invoicing shall be done through points of contact as
defined in Annex I.3.3.



The HPMN shall be responsible for billing its customers for and remitting to the applicable
governmental entity in the HPMN licensed service area all applicable taxes, charges and fees,
including federal excise tax, that may be incurred in connection with the service being billed by
it to its customers, and the VPMN shall be responsible for the computation
and remittance of all applicable taxes, charges and fees, including federal excise tax, incurred
with respect to Authorized Roamers in the license service area of the VPMN.



* Confidential information has been omitted and filed separately with the SEC.


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The HPMN shall be liable to the VPMN for all applicable taxes, charges and fees, including federal
excise taxes, submitted by the VPMN with respect to Authorized Roamers, regardless of whether these
amounts are paid to the HPMN.



Notwithstanding the prior two sentences, for taxes, charges and fees covered by the sourcing rules
of the Mobile Telecommunications Sourcing Act, the HPMN shall be responsible for the computation
and remittance of such taxes, charges and fees and shall have no liability to the VPMN for such
taxes, charges and fees.



The HPMN shall not be liable to the VPMN for local, state or federal universal service fund,
infrastructure fund or similar assessments imposed in the VPMN’s license service area.




	 	 	 
	DATE: ___/___/___

	 	DATE: ___/___/___
	 
	 	 
	APPROVED BY:

	 	APPROVED BY:






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ANNEX C.4 CUSTOMER CARE PRINCIPLES





	1.	 	General
	 
	 	 	In general, a Roaming Subscriber should contact the Customer Care Services of his home
contract partner (Customer Care Services of the HPMN Operator or of Service Providers) while
roaming in another network. This home Customer Care Services will provide the first point of
contact but may refer the subscriber to the VPMN Customer Care Services if appropriate.
	 
	 	 	The Roaming Subscriber is free to contact the VPMN Customer Care Services directly. However,
the responsibility remains with the HPMN Operator.
	 
	 	 	Each Party will ensure that there is, at least during office hours, an English speaking
operator on duty, to whom a Roaming Subscriber can be referred. Further details and the
customer care contact numbers are defined in Annex I.4.3.
	 
	2.	 	Roaming Information
	 
	 	 	Roaming information (including changes of such information), like coverage maps, service
levels and services (including their date of implementation and tariffs), shall be exchanged
between the contact points defined in Annex I.4.1.
	 
	 	 	Changes in Emergency Service, Customer Service, Directory Enquiry numbers, and Tariffs shall
be exchanged in accordance with the provisions of the Agreement.
	 
	3.	 	Network Faults
	 
	 	 	In the event of a perceived network fault a Roaming Subscriber should contact the home
Customer Care Services while roaming in another network. The home Customer Care Services
will provide the first point of contact but may refer the subscriber to the VPMN Customer
Care Services if appropriate.
	 
	 	 	In the event that the Customer Care Services of one Party has a query concerning potential
faults of the other Party’s network, then the Customer Care Services shall contact the
contact point defined in Annex I.4.1.
	 
	 	 	In addition, it may be necessary that technical experts of one Party get into direct contact
with the other Party’s technical experts (e.g. to establish trouble shooting). In such cases
additional contact points shall be provided. These contact points are defined in Annex
I.4.1.
	 
	 	 	Frequently arising faults in the VPMN experienced by Roaming Subscribers and indicated to the
HPMN Operator shall be reported to the other Party’s contact point defined in Annex I.4.1.
	 
	4.	 	Lost/Stolen SIM and/or USIM-Cards
	 
	 	 	In the event that a SIM and/or USIM-card is lost or stolen, the Roaming Subscriber shall be
asked to contact his home Customer Care Services. If the subscriber contacts the VPMN
Customer Care Services, the VPMN Customer Care Services will provide the subscriber with the
contact number of his home Customer Care Services.
	 
	5.	 	Lost/stolen or Faulty Mobile Equipment
	 
	 	 	In the event that a mobile equipment is lost, stolen, or faulty, the Roaming Subscriber shall
be asked to contact his home Customer Care Services. If the subscriber contacts the VPMN
Customer Care Services he will be referred to his home Customer Care Services.




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	6.	 	Billing Enquiries
	 
	 	 	In the event that a subscriber has an enquiry relating to the amount billed during roaming,
the subscriber shall resolve this query with his home Customer Care Services. Any contact
with the VPMN will be achieved through his home Customer Care Services.
	 
	7.	 	Customer Service Numbers
	 
	 	 	Customer Service Numbers are contained in Annex I.4.2.
	 
	8.	 	Customer Care Contact Numbers
	 
	 	 	Customer Care Contact Numbers are contained in Annex I.4.3.





	 	 	 
	DATE: ___/___/___

	 	DATE: ___/___/___
	 
	 	 
	APPROVED BY:

	 	APPROVED BY:






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	GSM Association
	 	 
	Permanent Reference Document: AA.13

	 	Restricted — Confidential Information






ANNEX 5 TECHNICAL ASPECTS



Technical aspects concerning both the precommercial and commercial phases of Roaming and SMS
Interworking are dealt with in the Annexes to follow.




	 	 	 
	DATE: ___/___/___

	 	DATE: ___/___/___
	 
	 	 
	APPROVED BY:

	 	APPROVED BY:






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	GSM Association
	 	 
	Permanent Reference Document: AA.13

	 	Restricted — Confidential Information






ANNEX C.5.1 TESTING





	1.	 	Certification of testing
	 
	 	 	Both Parties shall exchange Completion Certificates confirming the successful execution of
IREG tests which includes testing of the TAP procedures according to the test specifications
of Permanent Reference Documents. Both Parties shall confirm the successful execution of
TADIG tests.
	 
	2.	 	Testing of Service availability:
	 
	 	 	The parties agree to perform relevant tests of service availability, according to the IREG
and TADIG test specifications, every time one of the parties indicates a major change which
has an impact on Roaming and SMS Interworking.
	 
	3.	 	Exchange of SIM and/or USIM-Cards
	 
	 	 	General
	 
	 	 	The issuing operator (the HPMN Operator) will make the bilaterally agreed number of test SIM
and/or USIM-cards available to the testing operator (the VPMN Operator) under the following
conditions:
	 
	 	 	Both Parties exchange test SIM and/or USIM-card(s) as agreed bilaterally in a written notice
without any activation fee or any subscription fee. The VPMN Operator will be treated as a
customer of the HPMN Operator.
	 
	 	 	All necessary information concerning the SIM and/or USIM-card(s), i.e. IMSI, MSISDN, PIN,
PUK, shall be forwarded to the VPMN Operator as well.
	 
	 	 	The SIM and/or USIM-card(s) remain in the property of the HPMN Operator.
	 
	 	 	It is only allowed to use the test SIM and/or USIM-card(s) in the VPMN Operator’s network for
the purpose of testing of Roaming functions.
	 
	 	 	TAP-data for traffic generated by these test SIM and/or USIM-card(s) shall be included in the
normal billing and accounting procedures between the two PMNs and thereby also invoiced by
the VPMN Operator.
	 
	 	 	None of the above shall be construed to allow reselling the SIM and/or USIM-card(s) or in any
other way forward the SIM and/or USIM-card on conditions that could be negative for the HPMN.
The SIM and/or USIM card(s) issued as a result of this paragraph must be and remain in the
name of the VPMN Operator.
	 
	4.	 	Tests
	 
	 	 	Tests before the commercial start of roaming services (Precommercial roaming phase)
	 
	 	 	As a general principle, it is agreed that the operator actually using test-SIM and/or
USIM-card(s) will not receive a payable bill from the issuing operator for the test calls
made in the network under test. TAP-data and bills will only be exchanged for test purposes.
	 
	 	 	All costs occurring for calls made outside the network under test will be charged by the
issuing operator as if they were ordinary customer calls. The testing operator will be fully
responsible for these costs. Furthermore, the testing operator is fully liable for all
damages and costs incurred by misuse of the test SIM and/or USIM cards.
	 
	 	 	Unless otherwise agreed, it is the sole responsibility of the VPMN Operator to block Roaming
Subscribers of the HPMN Operator during the precommercial phase and in no case the HPMN
Operator has to bear the costs incurred by its subscribers roaming in the VPMN.




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	 	 	Tests during the Commercial roaming phase
	 
	 	 	During the commercial roaming phase the usage of these SIM and/or USIM-card(s) is fully
chargeable for traffic charges. The HPMN Operator shall therefore have the right to send a
(single) bill to the VPMN Operator for the traffic generated by the exchanged SIM and/or
USIM-card(s), however, only if the amount exceeds the bilaterally agreed non chargeable
value. The amount charged is only the amount exceeding the non chargeable value calculated
on a monthly basis. The non chargeable monthly value for CINGULAR is * USD ($) and for
DOBSON is * USD ($)
	 
	 	 	For control purposes the HPMN Operator will attach an itemised bill to the invoice. The
tariffs used are as for normal Roaming Subscribers in the VPMN. The invoice regarding test
SIM and/or USIM-card(s) shall be sent to the address defined in Annex I.3.3.
	 
	 	 	In the event that the VPMN Operator has a query concerning the other Party’s test SIM and/or
USIM-card(s), then the VPMN Operator shall contact the contact point defined in Annex I.5.1.





	 	 	 
	DATE: ___/___/___

	 	DATE: ___/___/___
	 
	 	 
	APPROVED BY:

	 	APPROVED BY:






* Confidential information has been omitted and filed separately with the SEC.



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	GSM Association
	 	 
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	 	Restricted — Confidential Information






ANNEX C.5.2 SECURITY



Security functions of the individual Operators are specified in Annex I.5.2 and any other GSM
Association Permanent Reference Documents.




	 	 	 
	DATE: ___/___/___

	 	DATE: ___/___/___
	 
	 	 
	APPROVED BY:

	 	APPROVED BY:






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	GSM Association
	 	 
	Permanent Reference Document: AA.13

	 	Restricted — Confidential Information






ANNEX C.5.3 INFORMATION ON SIGNALLING INTERCONNECTION AND/OR IP CONNECTIVITY



The implementation of the Signalling Protocols and/or Inter-PLMN backbone (as defined in IREG
PRDs) shall be in accordance with the Technical Specifications and relevant GSM Association
Permanent Reference Documents with the exception of network specific deviations and/or chosen
options agreed by both Parties during the testing phase.



The technical information relevant for Roaming or SMS Interworking shall be exchanged between the
Parties as part of IREG testing procedures and IREG PRDs.



Each Party agrees to make its best efforts to give the other Party at least four (4) weeks prior
written notice about changes in the numbering and addressing information with an impact on Roaming
or SMS Interworking.




	 	 	 
	DATE: ___/___/___

	 	DATE: ___/___/___
	 
	 	 
	APPROVED BY:

	 	APPROVED BY:






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	GSM Association
	 	 
	Permanent Reference Document: AA.13

	 	Restricted — Confidential Information






ANNEX C.6 DATA PRIVACY. GENERAL PRINCIPLES



Data Privacy requirements of the individual Operators are defined in Annex I.6.1.




	 	 	 
	DATE: ___/___/___

	 	DATE: ___/___/___
	 
	 	 
	APPROVED BY:

	 	APPROVED BY:






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	GSM Association
	 	 
	Permanent Reference Document: AA.13

	 	Restricted — Confidential Information






ANNEX C.7 FRAUD PREVENTION PROCEDURES





	1.	 	General




The parties agree to implement one of the following two Fraud Prevention Procedures (1.1 or 1.2):



1.1 The provision of near real-time visibility of CDRs;





	1.1.1	 	Each VPMN operator shall use commercially reasonable efforts to provide each HPMN operator
with near real-time visibility of call detail records (CDRs) delivered through a network
compatible with the VPMN and HPMN networks.
	 
	1.1.2	 	Such information shall be delivered within one hour of the applicable call.
	 
	1.1.3	 	In the event that the VPMN provides such near real-time visibility system, the VPMN shall
not be liable in any event for a temporary failure of the system unless the VPMN has been
notified of such failure by the HPMN and the VPMN does not take commercially reasonable steps
to remedy the failure. If the VPMN has been so notified and has failed to take such
commercially reasonable steps, the VPMN shall be liable for all unauthorised usage attributed
to HPMN’s subscribers during the period from the time VPMN was notified of the problem to the
time that the problem has been resolved to the reasonable satisfaction of the HPMN.
	 
	1.1.4	 	Notwithstanding the foregoing, the VPMN Operator shall not be obligated to provide a Report
on Suspected Fraud with respect to GPRS, SMS PS Services until the VPMN Operator is
technologically capable of providing such reports and until the Parties have agreed in writing
on the specific requirements for such reports and have completed testing and validation of a
procedure for transferring such reports.
	 
	1.1.5	 	Each party agrees to work in good faith and to use commercially reasonable efforts to
develop the technology capabilities to provide such reports.





Or



1.2 Report on Suspected Fraud via Fax.




     The VPMN Operator and the APMN Operator shall inform the HPMN Operator — according to the
procedure further detailed below — if fraudulent use of the VPMN’s or APMN’s Services is suspected
or detected. The HPMN Operator shall define the criteria for suspected fraud in relation to GSM CS
Services. However, both parties shall agree on possible restrictions within the VPMN’s or APMN’s
specific implementation of fraud prevention procedures. The HPMN Operator’s criteria for suspected
fraud are defined in Annex I.7.1.


1.2.1 Procedure to detect Suspected Fraud





The VPMN Operator shall analyse all data related to GSM CS Services from Roaming
Subscribers every day. All IMSIs of Roaming Subscribers who meet the HPMN Operator’s
criteria for suspected fraud shall be identified. The VPMN Operator will compile the
corresponding call records and send a Report on Suspected Fraud by fax or e-mail to
the HPMN Operator within 36 hours from the time of call completion. Secure e-mail,
once the encryption standard is formalised by the GSM Association, should be the
preferred method of transmission of the data.




The VPMN Operator shall analyse all data related to GPRS Services from Roaming
Subscribers every day, (“the daily analysis”), in order to identify all IMSIs of
Roaming Subscribers who met the HPMN
Operator’s criteria for suspected GPRS fraud during the previous calendar day. The
VPMN Operator will compile the corresponding records and send a Report on Suspected
Fraud by fax or e-mail to the HPMN Operator within 36 hours from the end of the
previous calendar day. The time of observation shall mean the time at which the daily
analysis is completed. Secure e-mail, once the encryption standard is formalised by
the GSM Association, should be the preferred method of transmission of the data.




The APMN Operator shall analyse SMS related data from HPMN’s Subscribers every
day. All IMSIs of HPMN’s Subscribers who meet the HPMN Operator’s criteria for
suspected fraud shall be identified. The



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APMN Operator will compile the corresponding
data and send a Report on Suspected Fraud to the HPMN Operator within 24 hours after
identification by fax or e-mail.




The analysis may be based on partial call records. Inter Operator Contact Points for
combating fraudulent usage are defined in Annex I.7.1. Each Party will ensure that
there is, at least during office hours, one English speaking person on duty.


1.2.2 Report on Suspected Fraud:





The Report on Suspected Fraud for call related data related to GSM CS Services from
Roaming Subscribers is a summary on suspected or detected fraudulent use of the VPMN’s
Services. The implementation of the Report on Suspected Fraud, in terms of format and
contents, shall be in accordance with FF.04 unless otherwise agreed between the
parties. The report shall be produced in the standard format for each roaming
subscriber who meets the HPMN Operator’s criteria for suspected fraud.




The Report on Suspected Fraud for GPRS Services from Roaming Subscribers is a summary
report on suspected or detected fraudulent use of the VPMN’s GPRS Services.




For each HPMN Subscriber who meets the HPMN Operator’s criteria for suspected fraud
the report shall contain the following packet switched related information:




	 	-	 	IMSI of the HPMN’s Subscriber
	 
	 	-	 	Date of observation
	 
	 	-	 	Number of sessions
	 
	 	-	 	Total sessions duration
	 
	 	-	 	Volume of data sent
	 
	 	-	 	Total Charge in SDRs






The Report on Suspected Fraud for SMS related data is a summary on suspected or
detected fraudulent use of the APMN’s Services. For each HPMN’s Subscriber who meets
the HPMN Operator’s criteria for suspected fraud the report shall contain the
following information:




	 	-	 	IMSI of the HPMN’s Subscriber
	 
	 	-	 	No. of SMS
	 
	 	-	 	Total Charge in SDRs
	 
	 	-	 	Date of observation (Date of the first and last SMS, if
observation period does not relate to a single date)






Both Parties recognise that the information to be exchanged may be limited by the Data
Protection regulations that are further detailed in Annex I.6.1.




In the event that one Party has a query concerning fraud, then the other Parties Inter
Operator Contact Point for combating fraudulent use should be contacted.




Both Parties shall make their best efforts to implement interchange of TAP records via
Electronic Data Transfer on a daily basis as early as possible.


1.2.3 Liability for non-compliance of Fraud Prevention Procedure





If the VPMN or APMN does not send the Report on Suspected Fraud within the time scale
defined in Article 1.2.1, the HPMN is not obliged to pay any fraudulent calls made
during the time period between the established dead-line and the date of receipt of
the call data records by any IMSI that should have



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been detected and reported to the
HPMN by the VPMN in the Report on Suspected Fraud according to Article 1.2.1. In
every case this time period is limited to 30 days after the established deadline.




Any claims made as a result of the late sending of Reports on Suspected Fraud shall be
referred to the Operations Council.



	 	 	 
	DATE: ___/___/___

	 	DATE: ___/___/___
	 
	 	 
	APPROVED BY:

	 	APPROVED BY:






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	 	Restricted — Confidential Information






ANNEX C.8 ACCESS TO IP CAPABILITIES



Access to IP capabilities and/or applications of each individual operator shall be defined as follows:




	 	 	 
	DATE: ___/___/___

	 	DATE: ___/___/___
	 
	 	 
	APPROVED BY:

	 	APPROVED BY:






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	Permanent Reference Document: AA.13

	 	Restricted — Confidential Information






ANNEX C.9 MARKET EXCEPTIONS



Both Parties acknowledge that there are situations where loading exceptions are desired. The
Parties agree that all such exceptions will be provided by the HPMN, in writing, to the VPMN. Both
parties agree to make commercially reasonable efforts to implement the necessary network changes to
restrict the HPMN’s IMSI ranges in (a) specific geographic area(s) of the VPMN’s coverage area.




	 	 	 
	DATE: ___/___/___

	 	DATE: ___/___/___
	 
	 	 
	APPROVED BY:

	 	APPROVED BY:







Page 33 of 24










 






Exhibit 3 — Existing Roaming/Handover Agreements




     1. Roaming Agreements for GSM/GPRS between AT&T Wireless Services, Inc. and American Cellular
Corporation, dated July 11, 2003.



     2. Roaming Agreement for GSM/GPRS between AT&T Wireless Services, Inc. and Dobson Cellular
Systems, Inc., dated July 11, 2003.



     3. Second Amended and Restated TDMA Operating Agreement between AT&T Wireless Services,
Inc., on behalf of itself and its Affiliates, and ACC Acquisition LLC and American Cellular
Corporation and their respective Affiliates, dated July 11, 2003.



     4. DMA Operating Agreement between AT&T Wireless Services, Inc., on behalf of itself and its
Affiliates, and Dobson Cellular Systems, Inc., on behalf of itself and its Affiliates, dated
January 16, 1998, as amended by various addenda.



     5. Intercarrier Multi-Standard Roaming Agreement between Cingular Wireless LLC, on behalf of
itself and its Affiliates, and Dobson Cellular Systems, Inc. on behalf of itself and its
Affiliates, dated January 25, 2002.



     6. Intercarrier Roamer Services Agreement by and between RFB Cellular, Inc. (assumed by
Dobson Cellular Systems, Inc) and Bakersfield Cellular Telephone (assumed by AT&T Wireless
Services) dated March 13, 1992.



     7. Intercarrier Roaming Agreement by and between Cellular One of Southwest Florida (assumed
by AT&T Wireless Services) and RFB Cellular, Inc. (assumed by Dobson Cellular Services, Inc.) dated
July 23, 1992 as amended by Amendment dated October 8, 1993



     8. Intercarrier Roamer Service Agreement by and between AT&T Wireless Services, Inc. and RFB
Cellular, Inc. (assumed by Dobson Cellular Systems, Inc.) July 30, 2003, as amended by various
addenda.



     9. Intercarrier Roamer Service Agreement by and between Cingular Wireless, LLC and RFB
Cellular, Inc (assumed by Dobson Cellular Systems, Inc.) dated April 16, 2002, as amended by
various addenda.




 









 








Exhibit 4 — Roaming Core Enablement Network Feature List




*




* Confidential information has been omitted and filed separately
with the SEC (4 pages).



 









 








Exhibit 5 — Current Build out Commitments



*




* Confidential information has been omitted and filed separately
with the SEC.





 









 








Exhibit 6 — List of Sites that Cingular has the Right to Build





*




* Confidential information has been omitted and filed separately
with the SEC (3 pages).




 









 








Exhibit 7 — Network Performance Standards, Design Parameters and Quality Metrics




*




* Confidential information has been omitted and filed separately
with the SEC (7 pages).






 









 








Exhibit 8
— Reserved




 









 





Exhibit 9 — Intersystem Handover Policies





*




* Confidential information has been omitted and filed separately
with the SEC (3 pages).




 









 








Exhibit 10 — In-Process Inter-System Handovers




*




* Confidential information has been omitted and filed separately
with the SEC.






 









 








Exhibit 11 — List of Sites for Additional Inter-System Handovers




*




* Confidential information has been omitted and filed separately
with the SEC (2 pages).






 









 








Exhibit 12 — Points of Contact for Operations Council




*




* Confidential information has been omitted and filed separately
with the SEC.





 









 





Schedule A.1 — Cingular Total Markets




	 	 	 	 	 	 	 
	MSA/RSA	 	Market Name 	 	State	 	Preference
	 	 	CHICAGO
	 	IL	 	*
	 	 	BUFFALO
	 	NY	 	*
	 	 	BOSTON
	 	MA	 	*
	 	 	DETROIT
	 	MI	 	*
	 	 	WASHINGTON
	 	DC	 	*
	 	 	CINCINNATI
	 	OH	 	*
	 	 	INDIANAPOLIS
	 	IN	 	*
	 	 	MINNEAPOLIS
	 	MN	 	*
	 	 	MIAMI
	 	FL	 	*
	 	 	NEW YORK
	 	NY	 	*
	 	 	LOS ANGELES
	 	CA	 	*
	 	 	PHILADELPHIA
	 	PA	 	*
	 	 	SAN FRANCISCO
	 	CA	 	*
	 	 	DALLAS
	 	TX	 	*
	 	 	ATLANTA
	 	GA	 	*
	 	 	HOUSTON
	 	TX	 	*
	 	 	NEW ORLEANS
	 	LA	 	*
	 	 	MIAMI
	 	FL	 	*
	 	 	DALLAS
	 	TX	 	*
	 	 	PITTSBURGH
	 	PA	 	*
	 	 	SAN DIEGO
	 	CA	 	*
	 	 	MILWAUKEE
	 	WI	 	*
	 	 	DENVER
	 	CO	 	*
	 	 	SAINT LOUIS
	 	MO	 	*
	 	 	SEATTLE
	 	WA	 	*
	 	 	KANSAS CITY
	 	MO	 	*
	 	 	PORTLAND
	 	OR	 	*
	 	 	MEMPHIS
	 	TN	 	*
	 	 	ALBANY
	 	NY	 	*
	 	 	ORLANDO
	 	FL	 	*
	 	 	WICHITA
	 	KS	 	*
	 	 	JACKSONVILLE
	 	FL	 	*
	 	 	LOUISVILLE
	 	KY	 	*
	 	 	SYRACUSE
	 	NY	 	*
	 	 	MOBILE
	 	AL	 	*
	 	 	HARTFORD
	 	CT	 	*
	 	 	SALT LAKE CITY
	 	UT	 	*
	 	 	BIRMINGHAM
	 	AL	 	*
	 	 	ALLENTOWN
	 	PA	 	*
	 	 	BATON ROUGE
	 	LA	 	*
	 	 	AUSTIN
	 	TX	 	*
	 	 	TULSA
	 	OK	 	*
	 	 	ROCHESTER
	 	NY	 	*
	 	 	NASHVILLE
	 	TN	 	*
	 	 	SAN ANTONIO
	 	TX	 	*
	 	 	SALEM
	 	NJ	 	*
	 	 	SACRAMENTO
	 	CA	 	*







* Confidential information has been omitted and filed separately
with the SEC.


 









 






	 	 	 	 	 	 	 
	MSA/RSA	 	Market Name 	 	State	 	Preference
	 	 	DAYTON
	 	OH	 	*
	 	 	JACKSONVILLE
	 	FL	 	*
	 	 	COLUMBUS
	 	OH	 	*
	 	 	OKLAHOMA CITY
	 	OK	 	*
	 	 	CHATTANOOGA
	 	TN	 	*
	 	 	SAN ANTONIO
	 	TX	 	*
	 	 	FRESNO
	 	CA	 	*
	 	 	HARRISBURG
	 	PA	 	*
	 	 	JACKSON
	 	MS	 	*
	 	 	AUSTIN
	 	TX	 	*
	 	 	HONOLULU
	 	HI	 	*
	 	 	OKLAHOMA CITY
	 	OK	 	*
	 	 	MONMOUTH
	 	NJ	 	*
	 	 	ORLANDO
	 	FL	 	*
	 	 	BAKERSFIELD
	 	CA	 	*
	 	 	CORPUS CHRISTI
	 	TX	 	*
	 	 	CORPUS CHRISTI
	 	TX	 	*
	 	 	EVANSVILLE
	 	IN	 	*
	 	 	HUNTSVILLE
	 	AL	 	*
	 	 	LEXINGTON
	 	KY	 	*
	 	 	MADISON
	 	WI	 	*
	 	 	LAS VEGAS
	 	NV	 	*
	 	 	LITTLE ROCK
	 	AR	 	*
	 	 	SAN JUAN
	 	PR	 	*
	 	 	SHREVEPORT
	 	LA	 	*
	 	 	SPOKANE
	 	WA	 	*
	 	 	STOCKTON
	 	CA	 	*
	 	 	UTICA
	 	NY	 	*
	 	 	ATLANTIC CITY
	 	NJ	 	*
	 	 	HARLINGEN/BROWNSVILLE
	 	TX	 	*
	 	 	BOISE
	 	ID	 	*
	 	 	BRYAN
	 	TX	 	*
	 	 	CHARLESTON
	 	WV	 	*
	 	 	DAYTONA
	 	FL	 	*
	 	 	CHICO
	 	CA	 	*
	 	 	DAYTONA BEACH
	 	FL	 	*
	 	 	FLORENCE
	 	AL	 	*
	 	 	FORT SMITH
	 	AR	 	*
	 	 	FORT WALTON BEACH
	 	FL	 	*
	 	 	GALVESTON
	 	TX	 	*
	 	 	LAKE CHARLES
	 	LA	 	*
	 	 	LAREDO
	 	TX	 	*
	 	 	KILLEEN/TEMPLE
	 	TX	 	*
	 	 	LAFAYETTE
	 	LA	 	*
	 	 	LAREDO
	 	TX	 	*
	 	 	LUBBOCK
	 	TX	 	*
	 	 	LAWTON
	 	OK	 	*
	 	 	MACON
	 	GA	 	*
	 	 	MONROE
	 	LA	 	*
	 	 	MELBOURNE
	 	FL	 	*
	 	 	PORTLAND
	 	ME	 	*
	 	 	DOVER
	 	NH	 	*
	 	 	REDDING
	 	CA	 	*
	 	 	RENO
	 	NV	 	*





* Confidential information has been omitted and filed separately
with the SEC.



2









 






	 	 	 	 	 	 	 
	MSA/RSA	 	Market Name 	 	State	 	Preference
	 	 	MONTEREY
	 	CA	 	*
	 	 	SANTA BARBARA
	 	CA	 	*
	 	 	SPRINGFIELD
	 	IL	 	*
	 	 	SPRINGFIELD
	 	MO	 	*
	 	 	MERCER
	 	NJ	 	*
	 	 	TYLER
	 	TX	 	*
	 	 	VINELAND
	 	NJ	 	*
	 	 	WACO
	 	TX	 	*
	 	 	WICHITA FALLS
	 	TX	 	*
	 	 	FAYETTEVILLE
	 	AR	 	*
	 	 	MONROEVILLE
	 	AL	 	*
	 	 	ATWATER
	 	CA	 	*
	 	 	LITCHFIELD COUNTY
	 	CT	 	*
	 	 	HAMILTON
	 	FL	 	*
	 	 	WORTH
	 	GA	 	*
	 	 	MAUI
	 	HI	 	*
	 	 	BIG ISLAND
	 	HI	 	*
	 	 	COEUR D ALENE
	 	ID	 	*
	 	 	COLUMBUS
	 	IN	 	*
	 	 	PIKEVILLE
	 	KY	 	*
	 	 	ELLSWORTH
	 	ME	 	*
	 	 	TUPELO
	 	MS	 	*
	 	 	HUNDTERDON CITY
	 	NJ	 	*
	 	 	OCEAN CITY
	 	NJ	 	*
	 	 	WATERTOWN
	 	NY	 	*
	 	 	ITHACA
	 	NY	 	*
	 	 	HOOD RIVER
	 	OR	 	*
	 	 	WAYNE COUNTY
	 	PA	 	*
	 	 	UNION
	 	PA	 	*
	 	 	FAYETTEVILLE
	 	TN	 	*
	 	 	LUFKIN
	 	TX	 	*
	 	 	LUFKIN
	 	TX	 	*
	 	 	HUNTSVILLE
	 	TX	 	*
	 	 	BEEVILLE
	 	TX	 	*
	 	 	LOGAN
	 	WV	 	*
	 	 	PUERTO RICO
	 	PR	 	*
	 	 	SAINT THOMAS
	 	VI	 	*
	 	 	PIKEVILLE
	 	TN	 	*
	 	 	FT MEYERS
	 	FL	 	*
	 	 	LAKE ISABELLA
	 	CA	 	*
	 	 	DE QUEEN
	 	AR	 	*
	 	 	LAKE COUNTY
	 	FL	 	*
	 	 	INTERNATIONAL
	 	FL	 	*
	 	 	ATLANTA
	 	GA	 	*
	 	 	BOSTON
	 	MA	 	*
	 	 	BUFFALO
	 	NY	 	*
	 	 	CHARLOTTE
	 	NC	 	*
	 	 	CHICAGO
	 	IL	 	*
	 	 	CINCINNATI
	 	OH	 	*
	 	 	CLEVELAND
	 	OH	 	*
	 	 	CLEVELAND
	 	OH	 	*
	 	 	COLUMBUS
	 	OH	 	*
	 	 	DETROIT
	 	MI	 	*
	 	 	EL PASO
	 	TX	 	*






* Confidential information has been omitted and filed separately
with the SEC.



3









 






	 	 	 	 	 	 	 
	MSA/RSA	 	Market Name 	 	State	 	Preference
	 	 	HOUSTON
	 	TX	 	*
	 	 	INDIANAPOLIS
	 	IN	 	*
	 	 	KNOXVILLE
	 	TN	 	*
	 	 	LOS ANGELES
	 	CA	 	*
	 	 	EVANSVILLE
	 	IN	 	*
	 	 	OMAHA
	 	NE	 	*
	 	 	PHILADELPHIA
	 	PA	 	*
	 	 	PHOENIX
	 	AZ	 	*
	 	 	SAN JUAN
	 	PR	 	*
	 	 	SAN FRANCISCO
	 	CA	 	*
	 	 	ST. LOUIS
	 	MO	 	*
	 	 	TULSA
	 	OK	 	*
	 	 	WASHINGTON
	 	DC	 	*
	 	 	WICHITA
	 	KS	 	*
	 	 	CHARLOTTE
	 	NC	 	*
	 	 	NEW ENGLAND
	 	MA	 	*
	 	 	RICHMOND
	 	VA	 	*
	 	 	NORFOLK
	 	VA	 	*
	 	 	ANNISTON
	 	AL	 	*
	 	 	BILOXI
	 	MS	 	*
	 	 	BIRMINGHAM
	 	AL	 	*
	 	 	COLUMBUS
	 	GA	 	*
	 	 	DECATUR
	 	AL	 	*
	 	 	DES MOINES
	 	IA	 	*
	 	 	FT. PIERCE
	 	FL	 	*
	 	 	GADSDEN
	 	AL	 	*
	 	 	HUNTSVILLE
	 	AL	 	*
	 	 	JOPLIN
	 	MO	 	*
	 	 	LAGRANGE
	 	GA	 	*
	 	 	LONGVIEW/MARSHALL
	 	TX	 	*
	 	 	MILWAUKEE
	 	WI	 	*
	 	 	PANAMA CITY
	 	FL	 	*
	 	 	CAYMAN ISLANDS
	 	UN	 	*
	 	 	SHREVEPORT
	 	LA	 	*
	 	 	SPRINGFIELD
	 	MO	 	*
	 	 	TEMPLE / KILLEEN
	 	TX	 	*
	 	 	TUSCALOOSA
	 	AL	 	*
	 	 	TYLER
	 	TX	 	*
	 	 	WACO
	 	TX	 	*
	 	 	ALBANY-TIFTON
	 	GA	 	*
	 	 	ALEXANDRIA
	 	LA	 	*
	 	 	BILOXI
	 	MS	 	*
	 	 	BOWLING GREEN
	 	KY	 	*
	 	 	COLUMBUS
	 	MS	 	*
	 	 	DOTHAN
	 	AL	 	*
	 	 	FLORENCE
	 	AL	 	*
	 	 	FT MYERS
	 	FL	 	*
	 	 	FT. WALTON BCH
	 	FL	 	*
	 	 	GADSDEN
	 	AL	 	*
	 	 	GAINESVILLE
	 	FL	 	*
	 	 	GREENVILLE
	 	MS	 	*
	 	 	HATTIESBURG
	 	MS	 	*
	 	 	HATTIESBURG
	 	MS	 	*
	 	 	HOUMA
	 	LA	 	*





* Confidential information has been omitted and filed separately
with the SEC.



4









 






	 	 	 	 	 	 	 
	MSA/RSA	 	Market Name 	 	State	 	Preference
	 	 	KANSAS CITY
	 	MO	 	*
	 	 	LAKE CHARLES
	 	LA	 	*
	 	 	WINTERHAVEN
	 	FL	 	*
	 	 	LAUREL
	 	MS	 	*
	 	 	LITTLE ROCK
	 	AR	 	*
	 	 	LOUISVILLE
	 	KY	 	*
	 	 	BROOKHAVEN
	 	MS	 	*
	 	 	MCCOMB
	 	MS	 	*
	 	 	MEMPHIS
	 	TN	 	*
	 	 	MOBILE
	 	AL	 	*
	 	 	MONROE
	 	LA	 	*
	 	 	MONTGOMERY
	 	AL	 	*
	 	 	MONTGOMERY
	 	AL	 	*
	 	 	NAPLES
	 	FL	 	*
	 	 	NATCHEZ
	 	MS	 	*
	 	 	CONNECTICUT
	 	CT	 	*
	 	 	SUSSEX COUNTY
	 	NJ	 	*
	 	 	NEW ORLEANS
	 	LA	 	*
	 	 	OCALA
	 	FL	 	*
	 	 	AUBURN
	 	AL	 	*
	 	 	PENSACOLA
	 	FL	 	*
	 	 	PITTSBURG
	 	KS	 	*
	 	 	SARASOTA
	 	FL	 	*
	 	 	SELMA
	 	AL	 	*
	 	 	SELMA
	 	AL	 	*
	 	 	TALLAHASSEE
	 	FL	 	*
	 	 	TAMPA
	 	FL	 	*
	 	 	VALDOSTA
	 	GA	 	*
	 	 	WAYCROSS
	 	GA	 	*
	 	 	GLENRIDGE
	 	GA	 	*
	 	 	WAVERLY
	 	TN	 	*
	 	 	PARKERSBURG
	 	WV	 	*
	 	 	CHILLICOTHE
	 	OH	 	*
	 	 	ATHENS
	 	OH	 	*
	 	 	CLAY
	 	KY	 	*
	 	 	SHELBYVILLE
	 	KY	 	*
	 	 	MARINGOUIN
	 	LA	 	*
	 	 	LA PLACE
	 	LA	 	*
	 	 	CONVENT
	 	LA	 	*
	 	 	BELLE CHASE
	 	LA	 	*
	 	 	SEDALIA
	 	MO	 	*
	 	 	AUSTIN
	 	MN	 	*
	 	 	KIRKLAND
	 	WA	 	*
	 	 	FREEMONT
	 	MO	 	*
	 	 	LAREDO
	 	TX	 	*
	 	 	JASPER
	 	IN	 	*
	 	 	DESOTO COUNTY
	 	MS	 	*
	 	 	CHEROKEE
	 	TX	 	*
	 	 	WILSON
	 	TX	 	*
	 	 	BURLESON / AUSTIN
	 	TX	 	*
	 	 	STONE
	 	AR	 	*
	 	 	INDEPENDENCE
	 	AR	 	*
	 	 	FORREST CITY
	 	AR	 	*
	 	 	WHITE
	 	AR	 	*





* Confidential information has been omitted and filed separately
with the SEC.



5









 






	 	 	 	 	 	 	 
	MSA/RSA	 	Market Name 	 	State	 	Preference
	 	 	PROVIDENCE
	 	RI	 	*
	 	 	BRISTOL COUNTY
	 	MA	 	*
	 	 	CORYDON
	 	IN	 	*
	 	 	SPRINGFIELD
	 	IL	 	*
	 	 	DECATUR
	 	IL	 	*
	 	 	MIDLAND
	 	TX	 	*
	 	 	CHAMPAIGN
	 	IL	 	*
	 	 	SPRINGFIELD
	 	MA	 	*
	 	 	BINGHAMTON
	 	NY	 	*
	 	 	ABILENE
	 	TX	 	*
	 	 	ELMIRA
	 	NY	 	*
	 	 	AMARILLO
	 	TX	 	*
	 	 	NAPA/VALLEJO
	 	CA	 	*
	 	 	SANTA CRUZ
	 	CA	 	*
	 	 	PENSACOLA
	 	FL	 	*
	 	 	GAINESVILLE
	 	TX	 	*
	 	 	GREENVILLE
	 	TX	 	*
	 	 	BLOOMINGTON
	 	IL	 	*
	 	 	ACADIANA
	 	LA	 	*
	 	 	HAMMOND
	 	LA	 	*
	 	 	JOHNSTOWN
	 	PA	 	*
	 	 	FULTON
	 	MO	 	*
	 	 	WHEELING
	 	WV	 	*
	 	 	OCALA
	 	FL	 	*
	 	 	OXNARD
	 	CA	 	*
	 	 	JOPLIN
	 	MO	 	*
	 	 	MONET
	 	MO	 	*
	 	 	MONET
	 	MO	 	*
	 	 	NE PENNSYLVANIA
	 	PA	 	*
	 	 	CORVALLIS
	 	OR	 	*
	 	 	COLUMBIA
	 	MO	 	*
	 	 	NAPLES
	 	FL	 	*
	 	 	CHANDLER
	 	OK	 	*
	 	 	CORSICANA
	 	TX	 	*
	 	 	ELDON / JEFFERSON CITY
	 	MO	 	*
	 	 	GUNTERSVILLE
	 	AL	 	*
	 	 	COLUMBIA
	 	TN	 	*
	 	 	DECATUR
	 	AL	 	*
	 	 	ARDMORE
	 	OK	 	*
	 	 	FLORIDA KEYS
	 	FL	 	*
	 	 	DILLEY
	 	TX	 	*
	 	 	SAINT JOSEPH
	 	MO	 	*
	 	 	TOPEKA
	 	KS	 	*
	 	 	PLEASANTON
	 	TX	 	*
	 	 	MIDWAY/THREE RIVERS
	 	TX	 	*
	 	 	CLEVELEND
	 	TN	 	*
	 	 	VICKSBURG
	 	MS	 	*
	 	 	ROSATI / ROLLA
	 	MO	 	*
	 	 	YAKIMA
	 	WA	 	*
	 	 	TRI CITIES
	 	WA	 	*
	 	 	MOSES LAKE
	 	WA	 	*
	 	 	ROCHESTER
	 	MN	 	*
	 	 	ST. CLOUD
	 	MN	 	*
	 	 	SIERRA
	 	CA	 	*






     * Confidential information has been omitted and filed separately with the SEC.




6









 






	 	 	 	 	 	 	 
	MSA/RSA	 	Market Name 	 	State	 	Preference
	 	 	EL DORADO
	 	CA	 	*
	 	 	LONGVIEW
	 	WA	 	*
	 	 	MADERA
	 	CA	 	*
	 	 	NEWBERG
	 	OR	 	*
	 	 	BROOKSVILLE
	 	FL	 	*
	 	 	BUFFALO
	 	TX	 	*
	 	 	CALHOUN
	 	GA	 	*
	 	 	GAINESVILLE
	 	GA	 	*
	 	 	ROME
	 	GA	 	*
	 	 	MADISON
	 	GA	 	*
	 	 	BREMAN
	 	GA	 	*
	 	 	KEY WEST
	 	FL	 	*
	 	 	RANGER
	 	TX	 	*
	 	 	KENT COUNTY
	 	DE	 	*
	 	 	BUTLER
	 	MO	 	*
	 	 	VERO BEACH
	 	FL	 	*
	 	 	FLORESVILLE
	 	TX	 	*
	 	 	TAMPA
	 	FL	 	*
	 	 	GAINESVILLE
	 	TX	 	*
	 	 	THE DALLES
	 	OR	 	*
	 	 	PORT CHARLOTTE
	 	FL	 	*
	 	 	JACKSON
	 	TN	 	*
	 	 	ASHLAND
	 	KY	 	*
	 	 	SEBASTIAN
	 	FL	 	*
	 	 	WEIRTON/STEUBENVILLE
	 	WV	 	*
	 	 	MILLEDGEVILLE
	 	GA	 	*
	 	 	ANDERSON
	 	IN	 	*
	 	 	BLOOMINGTON
	 	IN	 	*
	 	 	LAFAYETTE
	 	IN	 	*
	 	 	MUNCIE
	 	IN	 	*
	 	 	FREDERICKSBURG
	 	VA	 	*
	 	 	RICHMOND
	 	KY	 	*
	 	 	TERRA HAUTE
	 	IN	 	*
	 	 	FLAGLER
	 	FL	 	*
	 	 	MARTINSBURG
	 	WV	 	*
	 	 	GRIFFIN
	 	GA	 	*
	 	 	WINCHESTER
	 	VA	 	*
	 	 	FORSYTH
	 	GA	 	*
	 	 	TAPPAHANNOCK
	 	VA	 	*
	 	 	SALISBURY
	 	MD	 	*
	 	 	FRANKFORT
	 	KY	 	*
	 	 	BIRMINGHAM
	 	AL	 	*
	 	 	TALLADAGA
	 	AL	 	*
	 	 	OWENSBORO
	 	KY	 	*
	 	 	PARK CITY
	 	UT	 	*
	 	 	RIVIERA
	 	TX	 	*
	 	 	CRAWFORDSVILLE
	 	IN	 	*
	 	 	LINCOLN
	 	IL	 	*
	 	 	ELMORE
	 	ID	 	*
	 	 	NEW MILFORD
	 	PA	 	*
	 	 	PORTSMOUTH
	 	ME	 	*
	 	 	ASTORIA
	 	OR	 	*
	 	 	BLOOMSDALE
	 	MO	 	*
	 	 	VERO BEACH
	 	FL	 	*





     * Confidential information has been omitted and filed separately with the SEC.



7









 






	 	 	 	 	 	 	 
	MSA/RSA	 	Market Name 	 	State	 	Preference
	 	 	BEEVILLE
	 	TX	 	*
	 	 	RAYMONDVILLE
	 	TX	 	*
	 	 	VINCENNES
	 	IN	 	*
	 	 	UVALDE
	 	TX	 	*
	 	 	CAPE GIRARDEAU
	 	MO	 	*
	 	 	LEAVENWORTH
	 	KS	 	*
	 	 	LONGVIEW
	 	TX	 	*
	 	 	TEXARKANA
	 	TX	 	*
	 	 	PALATKA
	 	FL	 	*
	 	 	DEPOSIT
	 	NY	 	*
	 	 	MONAHANS
	 	TX	 	*
	 	 	RAMAH
	 	LA	 	*
	 	 	SIKESTON
	 	MO	 	*
	 	 	MENDENHALL
	 	MS	 	*
	 	 	FOREST
	 	MS	 	*
	 	 	SALEM
	 	IL	 	*
	 	 	JACKSONVILLE
	 	IL	 	*
	 	 	RUSTON
	 	LA	 	*
	 	 	GA RSA 4A1
	 	GA	 	*
	 	 	GA RSA 2B2
	 	GA	 	*
	 	 	SCOTTSBORO
	 	AL	 	*
	 	 	LAWRENCE
	 	KS	 	*
	 	 	GLEN ROSE
	 	TX	 	*
	 	 	ATHENS
	 	GA	 	*
	 	 	SHERMAN/DENISON
	 	TX	 	*
	 	 	GRENADA
	 	MS	 	*
	 	 	SAVANNAH
	 	TN	 	*
	 	 	MERIDIAN
	 	MS	 	*
	 	 	KINGSVILLE
	 	TX	 	*
	 	 	MT. STERLING
	 	KY	 	*
	 	 	MADISONVILLE
	 	KY	 	*
	 	 	HOLLY SPRINGS
	 	MS	 	*
	 	 	COLORADO SPRINGS
	 	CO	 	*
	 	 	FORT COLLINS
	 	CO	 	*
	 	 	HICKMAN
	 	TN	 	*
	 	 	GREELEY
	 	CO	 	*
	 	 	ALTOONA
	 	PA	 	*
	 	 	MEADE
	 	KY	 	*
	 	 	RIPLEY
	 	TN	 	*
	 	 	PINE BLUFF
	 	AR	 	*
	 	 	POPE
	 	AR	 	*
	 	 	VICTORIA
	 	TX	 	*
	 	 	CLEWISTON
	 	FL	 	*
	 	 	SENATOBIA
	 	MS	 	*
	 	 	WAYCROSS
	 	GA	 	*
	 	 	PLAQUEMINE
	 	LA	 	*
	 	 	CYNTHIANA
	 	KY	 	*
	 	 	EL DORADO
	 	AR	 	*
	 	 	HUGO
	 	OK	 	*
	 	 	BOLIVAR
	 	MO	 	*
	 	 	TUNICA
	 	MS	 	*
	 	 	CHEHALIS
	 	WA	 	*
	 	 	CLARKSVILLE
	 	TN	 	*
	 	 	WILLIAMSPORT
	 	PA	 	*





     * Confidential information has been omitted and filed separately with the SEC.



8









 






	 	 	 	 	 	 	 
	MSA/RSA	 	Market Name 	 	State	 	Preference
	 	 	SARASOTA
	 	FL	 	*
	 	 	MELBOURNE
	 	FL	 	*
	 	 	RSA MS4
	 	MS	 	*
	 	 	BRADENTON
	 	FL	 	*
	 	 	CARSON CITY
	 	NV	 	*
	 	 	MODESTO
	 	CA	 	*
	 	 	MODESTO
	 	CA	 	*
	 	 	TEHAMA
	 	CA	 	*
	 	 	YUBA CITY
	 	CA	 	*
	 	 	VISALIA
	 	CA	 	*
	 	 	VISALIA
	 	CA	 	*
	 	 	MEDFORD
	 	OR	 	*
	 	 	SALEM
	 	OR	 	*
	 	 	PROVO
	 	UT	 	*
	 	 	BREMERTON
	 	WA	 	*
	 	 	OLYMPIA
	 	WA	 	*
	 	 	BELLINGHAM
	 	WA	 	*
	 	 	SAN BENITO
	 	CA	 	*
	 	 	GREENSBURG
	 	IN	 	*
	 	 	PADUCAH
	 	KY	 	*
	 	 	STILLWATER
	 	OK	 	*
	 	 	WINFIELD
	 	AL	 	*
	 	 	HARRISON
	 	AR	 	*
	 	 	CLARKSVILLE
	 	AR	 	*
	 	 	SEBRING
	 	FL	 	*
	 	 	SOMERSET
	 	PA	 	*
	 	 	JEFFERSON
	 	FL	 	*
	 	 	VAIL
	 	CO	 	*
	 	 	MADRAS
	 	OR	 	*
	 	 	VICTORIA
	 	TX	 	*
	 	 	LAKE OF THE OZARKS
	 	MO	 	*
	 	 	HOUSTON (RESELLER)
	 	TX	 	*
	 	 	AUSTIN (RESELLER)
	 	TX	 	*
	 	 	HOT SPRINGS
	 	AR	 	*
	 	 	JONESBORO
	 	AR	 	*
	 	 	GAINESVILLE
	 	FL	 	*
	 	 	TALLAHASSEE
	 	FL	 	*
	 	 	CALHOUN
	 	FL	 	*
	 	 	MARIANNA
	 	FL	 	*
	 	 	CLINTON
	 	LA	 	*
	 	 	ANDERSON
	 	SC	 	*
	 	 	ASHEVILLE
	 	NC	 	*
	 	 	BURLINGTON
	 	NC	 	*
	 	 	CHARLESTON
	 	SC	 	*
	 	 	COLUMBIA
	 	SC	 	*
	 	 	FAYETTEVILLE
	 	NC	 	*
	 	 	FLORENCE
	 	SC	 	*
	 	 	GOLDSBORO
	 	NC	 	*
	 	 	GREENSBORO
	 	NC	 	*
	 	 	GREENVILLE
	 	NC	 	*
	 	 	GREENVILLE
	 	SC	 	*
	 	 	GREENWOOD
	 	SC	 	*
	 	 	HICKORY
	 	NC	 	*
	 	 	JACKSONVILLE
	 	NC	 	*





     * Confidential information has been omitted and filed separately with the SEC.



9









 






	 	 	 	 	 	 	 
	MSA/RSA	 	Market Name 	 	State	 	Preference
	 	 	TRI-CITIES
	 	TN	 	*
	 	 	MIDDLESBORO
	 	KY	 	*
	 	 	MYRTLE BEACH
	 	SC	 	*
	 	 	NEW BERN
	 	NC	 	*
	 	 	ORANGEBURG
	 	SC	 	*
	 	 	RALEIGH
	 	NC	 	*
	 	 	ROANOKE RAPIDS
	 	NC	 	*
	 	 	ROCKY MOUNT
	 	NC	 	*
	 	 	SUMTER
	 	SC	 	*
	 	 	WILMINGTON
	 	NC	 	*
	 	 	GREENSBORO
	 	NC	 	*
	 	 	ROCK HILL
	 	SC	 	*
	 	 	SACRAMENTO
	 	CA	 	*
	 	 	SAN DIEGO
	 	CA	 	*
	 	 	LAS VEGAS
	 	NV	 	*
	 	 	THOMASVILLE
	 	GA	 	*
	 	 	RALEIGH/DURHAM
	 	NC	 	*
	 	 	AUGUSTA
	 	GA	 	*
	 	 	BRUNSWICK
	 	GA	 	*
	 	 	SAVANNAH
	 	GA	 	*
	 	 	FREDERICKSBURG
	 	VA	 	*
	 	 	ROANOKE
	 	VA	 	*
	 	 	CHARLOTTESVILLE
	 	VA	 	*
	 	 	BAKERSFIELD
	 	CA	 	*
	 	 	FRESNO
	 	CA	 	*
	 	 	RENO
	 	NV	 	*
	 	 	CLARKSVILLE
	 	TN	 	*
	 	 	GREENVILLE/GREENWOOD
	 	MS	 	*
	 	 	JACKSON
	 	MS	 	*
	 	 	MERIDIAN
	 	MS	 	*
	 	 	NATCHEZ
	 	MS	 	*
	 	 	VICKSBURG
	 	MS	 	*
	 	 	STAUNTON
	 	VA	 	*
	 	 	ME COUNTY
	 	MS	 	*
	 	 	NASHVILLE
	 	TN	 	*
	 	 	CHATTANOOGA
	 	TN	 	*
	 	 	CARROLLTON
	 	GA	 	*
	 	 	DALTON
	 	GA	 	*
	 	 	KNOXVILLE
	 	TN	 	*
	 	 	LEXINGTON
	 	KY	 	*
	 	 	CLEVELAND
	 	TN	 	*
	 	 	LYNCHBURG
	 	VA	 	*
	 	 	DANVILLE
	 	VA	 	*
	 	 	MARTINSVILLE
	 	VA	 	*
	 	 	HARRISONBURG
	 	VA	 	*
	 	 	WINCHESTER
	 	VA	 	*
	 	 	MANCHESTER
	 	NH	 	*
	 	 	COLUMBIA
	 	MO	 	*
	 	 	JACKSON
	 	TN	 	*
	 	 	CAPE GIRARDEAU
	 	MO	 	*
	 	 	FAYETTEVILLE
	 	AR	 	*
	 	 	LAKE CHARLES
	 	LA	 	*
	 	 	LAFAYETTE
	 	LA	 	*
	 	 	BATON ROUGE
	 	LA	 	*





     * Confidential information has been omitted and filed separately with the SEC.



10









 






	 	 	 	 	 	 	 
	MSA/RSA	 	Market Name 	 	State	 	Preference
	 	 	BEAUMONT
	 	TX	 	*
	 	 	EVANSVILLE
	 	IN	 	*
	 	 	PADUCAH
	 	KY	 	*
	 	 	JONESBORO
	 	AR	 	*
	 	 	JONESBORO
	 	AR	 	*
	 	 	PINE BLUFF
	 	AR	 	*
	 	 	FORT SMITH
	 	AR	 	*
	 	 	HORRY COUNTY
	 	SC	 	*
	 	 	SUMTER COUNTY
	 	SC	 	*
	 	 	CHRISTIAN CO
	 	KY	 	*
	 	 	NYC METRO
	 	NY	 	*
	 	 	NJ METRO
	 	NY	 	*
	 	 	CARBONDALE
	 	IL	 	*
	 	 	CONCORD
	 	NC	 	*
	 	 	ROCK HILL
	 	SC	 	*
	 	 	NYC OUTER
	 	NY	 	*
	 	 	LONG ISLAND
	 	NY	 	*
	 	 	HEATH SPRINGS
	 	SC	 	*
	 	 	SHALLOTTE
	 	NC	 	*
	 	 	HIGH POINT
	 	NC	 	*
	 	 	LAURENS
	 	SC	 	*
	 	 	MADISON
	 	WI	 	*
	 	 	APPLETON
	 	WI	 	*
	 	 	OXFORD
	 	MS	 	*
	 	 	GREEN BAY
	 	WI	 	*
	 	 	ESCANABA/MARQUETTE
	 	WI	 	*
	 	 	DES MOINES
	 	IA	 	*
	 	 	AMES
	 	IA	 	*
	 	 	PEARL RIVER COUNTY
	 	MS	 	*
	 	 	DAVENPORT
	 	IA	 	*
	 	 	VIRGIN ISLANDS
	 	PR	 	*
	 	 	SPOKANE
	 	WA	 	*
	 	 	SAN BORNTON
	 	NH	 	*
	 	 	WARNER / W LEBAN
	 	NH	 	*
	 	 	ENID
	 	OK	 	*
	 	 	BEAUMONT
	 	TX	 	*
	 	 	Anchorage
	 	AK	 	*
	 	 	Honolulu
	 	HI	 	*
	 	 	Paris
	 	TX	 	*
	 	 	Franklin
	 	TX	 	*
	 	 	Wichita Falls
	 	TX	 	*
	 	 	Altoona
	 	PA	 	*
	 	 	Appleton
	 	WI	 	*
	 	 	Manitowoc
	 	WI	 	*
	 	 	Dubois
	 	PA	 	*
	 	 	Eau Claire
	 	WI	 	*
	 	 	Waupaca
	 	WI	 	*
	 	 	Green Bay
	 	WI	 	*
	 	 	Indiana
	 	PA	 	*
	 	 	Johnstown
	 	PA	 	*
	 	 	Kalamazoo
	 	MI	 	*
	 	 	La Crosse
	 	WI	 	*
	 	 	Lansing
	 	MI	 	*
	 	 	Mt Pleasant
	 	MI	 	*





     * Confidential information has been omitted and filed separately with the SEC.



11









 






	 	 	 	 	 	 	 
	MSA/RSA	 	Market Name 	 	State	 	Preference
	 	 	Morgantown
	 	WV	 	*
	 	 	Marquette
	 	MI	 	*
	 	 	Newcastle
	 	PA	 	*
	 	 	Traverse City
	 	MI	 	*
	 	 	Oil City
	 	PA	 	*
	 	 	Newark
	 	OH	 	*
	 	 	Portsmouth
	 	OH	 	*
	 	 	Plattesville
	 	WI	 	*
	 	 	Parkersburg
	 	WV	 	*
	 	 	Wausau
	 	WI	 	*
	 	 	Saginaw
	 	MI	 	*
	 	 	Steubenville
	 	OH	 	*
	 	 	Stevens Point
	 	WI	 	*
	 	 	Toledo
	 	OH	 	*
	 	 	Houghton
	 	MI	 	*
	 	 	Wheeling
	 	WV	 	*
	 	 	Pittsburgh
	 	PA	 	*
	 	 	Aberdeen
	 	SD	 	*
	 	 	Lincoln
	 	NE	 	*
	 	 	Bismarck
	 	ND	 	*
	 	 	Des Moines
	 	IA	 	*
	 	 	Fergus Falls
	 	MN	 	*
	 	 	Grand Island
	 	NE	 	*
	 	 	Hastings
	 	NE	 	*
	 	 	Iowa City
	 	IA	 	*
	 	 	McCook
	 	NE	 	*
	 	 	Minneapolis
	 	MN	 	*
	 	 	Mankato
	 	MN	 	*
	 	 	Minot
	 	ND	 	*
	 	 	Norfolk
	 	NE	 	*
	 	 	North Platte
	 	NE	 	*
	 	 	Omaha
	 	NE	 	*
	 	 	Rochester
	 	MN	 	*
	 	 	Rapid City
	 	SD	 	*
	 	 	Sioux City
	 	IA	 	*
	 	 	St Cloud
	 	MN	 	*
	 	 	Sioux Falls
	 	SD	 	*
	 	 	Watertown
	 	MN	 	*
	 	 	Watertown
	 	SD	 	*
	 	 	Carbondale
	 	IL	 	*
	 	 	Charleston
	 	IL	 	*
	 	 	Michigan City
	 	IN	 	*
	 	 	Peoria
	 	IL	 	*
	 	 	Rockford
	 	IL	 	*
	 	 	Fairfield
	 	IL	 	*
	 	 	Mount Vernon
	 	IL	 	*
	 	 	Pinckneyville
	 	IL	 	*
	 	 	Albuquerque
	 	NM	 	*
	 	 	Billings
	 	MT	 	*
	 	 	Butte
	 	MT	 	*
	 	 	Cheyenne
	 	WY	 	*
	 	 	Clovis
	 	NM	 	*
	 	 	Denver
	 	CO	 	*
	 	 	Farmington
	 	CO	 	*




     * Confidential information has been omitted and filed separately with the SEC.




12









 






	 	 	 	 	 	 	 
	MSA/RSA	 	Market Name 	 	State	 	Preference
	 	 	Grand Junction
	 	CO	 	*
	 	 	Gallup
	 	NM	 	*
	 	 	Greeley
	 	CO	 	*
	 	 	Great Falls
	 	MT	 	*
	 	 	Helena
	 	MT	 	*
	 	 	Kalispell
	 	MT	 	*
	 	 	Larimer
	 	CO	 	*
	 	 	Logan
	 	UT	 	*
	 	 	Missoula
	 	MT	 	*
	 	 	Phoenix
	 	AZ	 	*
	 	 	Provo
	 	UT	 	*
	 	 	Pueblo
	 	CO	 	*
	 	 	Roswell
	 	NM	 	*
	 	 	Santa Fe
	 	NM	 	*
	 	 	Goodland
	 	KS	 	*
	 	 	Salt Lake City
	 	UT	 	*
	 	 	Tucson
	 	AZ	 	*
	 	 	Hutchinson
	 	KS	 	*
	 	 	Garden City
	 	KS	 	*
	 	 	Bend
	 	OR	 	*
	 	 	Caldwell
	 	ID	 	*
	 	 	Boise
	 	ID	 	*
	 	 	Eugene
	 	OR	 	*
	 	 	Hood River
	 	OR	 	*
	 	 	Longview
	 	WA	 	*
	 	 	Madras
	 	OR	 	*
	 	 	Medford
	 	OR	 	*
	 	 	Portland
	 	OR	 	*
	 	 	Roseburg
	 	OR	 	*
	 	 	Salem
	 	OR	 	*
	 	 	Mayville
	 	NY	 	*
	 	 	Batavia
	 	NY	 	*
	 	 	Lawton
	 	OK	 	*
	 	 	Arapaho
	 	OK	 	*
	 	 	Chickasha
	 	OK	 	*
	 	 	Bellingham
	 	WA	 	*
	 	 	Bremerton
	 	WA	 	*
	 	 	Heppner
	 	OR	 	*
	 	 	Olympia
	 	WA	 	*
	 	 	Carson City
	 	NV	 	*
	 	 	Santa Barbara
	 	CA	 	*
	 	 	Santa Rosa
	 	CA	 	*
	 	 	Visalia
	 	CA	 	*
	 	 	Walla Walla
	 	WA	 	*
	 	 	Bangor
	 	ME	 	*
	 	 	Lincoln
	 	ME	 	*
	 	 	Augusta
	 	ME	 	*
	 	 	Dover
	 	ME	 	*
	 	 	Portland
	 	ME	 	*
	 	 	Alfred
	 	ME	 	*
	 	 	Donaphin
	 	MO	 	*
	 	 	Palmyra
	 	MO	 	*
	 	 	Osceola
	 	MO	 	*
	 	 	Maryville
	 	MO	 	*





     * Confidential information has been omitted and filed separately with the SEC.



13









 






	 	 	 	 	 	 	 
	MSA/RSA	 	Market Name 	 	State	 	Preference
	 	 	Mexico
	 	MO	 	*
	 	 	Wewoka
	 	OK	 	*
	 	 	Charleston
	 	WV	 	*
	 	 	Greenbrier
	 	WV	 	*
	 	 	Harrisonburg
	 	VA	 	*
	 	 	Lewiston
	 	WV	 	*
	 	 	Norfolk
	 	VA	 	*
	 	 	Richmond
	 	VA	 	*
	 	 	Harrisville
	 	WV	 	*
	 	 	Roanoke
	 	VA	 	*
	 	 	Staunton
	 	VA	 	*
	 	 	Frederick
	 	MD	 	*
	 	 	El Paso
	 	TX	 	*
	 	 	Lovington
	 	NM	 	*
	 	 	Las Cruces
	 	NM	 	*
	 	 	San Angelo
	 	TX	 	*
	 	 	Plainview
	 	TX	 	*
	 	 	Elizabethtown
	 	KY	 	*
	 	 	Paris
	 	TN	 	*
	 	 	Manchester
	 	TN	 	*
	 	 	Benton
	 	TN	 	*
	 	 	Altamont
	 	TN	 	*
	 	 	Ft Payne
	 	AL	 	*
	 	 	Clanton
	 	AL	 	*
	 	 	Cullman
	 	AL	 	*
	 	 	Harrodsburg
	 	KY	 	*
	 	 	Newnan
	 	GA	 	*
	 	 	Woodbine
	 	GA	 	*
	 	 	Dekalb
	 	MS	 	*
	 	 	Glasgow
	 	KY	 	*
	 	 	Bushnell
	 	FL	 	*
	 	 	Lake City
	 	FL	 	*
	 	 	Orange Springs
	 	FL	 	*
	 	 	London
	 	KY	 	*
	 	 	Somerset
	 	KY	 	*
	 	 	Bradenton
	 	FL	 	*
	 	 	Inverness
	 	FL	 	*
	 	 	Venice
	 	FL	 	*
	 	 	Clarksdale
	 	MS	 	*
	 	 	Belzoni
	 	MS	 	*
	 	 	Louisville
	 	MS	 	*
	 	 	Poplarville
	 	MS	 	*
	 	 	Laurel
	 	MS	 	*
	 	 	Woodville
	 	MS	 	*
	 	 	Yanceyville
	 	NC	 	*
	 	 	Celina
	 	TN	 	*
	 	 	Dadeville
	 	AL	 	*
	 	 	Linden
	 	AL	 	*
	 	 	Ft. Wayne
	 	IN	 	*
	 	 	Marion
	 	IN	 	*
	 	 	South Bend
	 	IN	 	*
	 	 	Yazoo City
	 	MS	 	*
	 	 	Magnolia
	 	AR	 	*
	 	 	Texarkana
	 	AR	 	*




     * Confidential information has been omitted and filed separately with the SEC.




14









 






	 	 	 	 	 	 	 
	MSA/RSA	 	Market Name 	 	State	 	Preference
	 	 	Port Lavaca
	 	TX	 	*
	 	 	Lancaster
	 	NH	 	*
	 	 	North Havervill
	 	NH	 	*
	 	 	Keene
	 	NH	 	*
	 	 	Comanche
	 	TX	 	*
	 	 	HARRISBURG / HARLEY
	 	PA	 	*
	 	 	BRANSON
	 	MO	 	*
	 	 	RICHMOND
	 	IN	 	*
	 	 	TIPTON
	 	IN	 	*
	 	 	SIOUX CITY
	 	IA	 	*
	 	 	CASS COUNTY
	 	ND	 	*
	 	 	I-10 / KERRVILLE
	 	TX	 	*
	 	 	HWY 101 / KEENE
	 	NH	 	*
	 	 	DANVILLE
	 	IL	 	*
	 	 	WEST PLAINS
	 	MO	 	*
	 	 	TEXARKANA
	 	TX	 	*
	 	 	MARION
	 	OH	 	*
	 	 	POPE
	 	AR	 	*
	 	 	COOKEVILLE
	 	TN	 	*
	 	 	CORBIN
	 	KY	 	*
	 	 	MADISONVILLE
	 	KY	 	*
	 	 	LAGRANGE
	 	GA	 	*
	 	 	OPELIKA/AUBURN
	 	AL	 	*
	 	 	OWENSBORO
	 	KY	 	*
	 	 	ROME
	 	GA	 	*
	 	 	SOMERSET
	 	KY	 	*
	 	 	SEATTLE
	 	WA	 	*
	 	 	COFFEYVILLE
	 	KS	 	*
	 	 	HOUMA
	 	LA	 	*
	 	 	COVINGTON
	 	KY	 	*
	 	 	DEL RIO
	 	TX	 	*
	 	 	MCALLEN
	 	TX	 	*
	 	 	MAVERICK
	 	TX	 	*
	 	 	KINNEY
	 	TX	 	*
	 	 	LAREDO BORDER
	 	TX	 	*
	 	 	RIO GRANDE CITY
	 	TX	 	*
	 	 	BRIDGEPORT
	 	CT	 	*
	 	 	EAGLE PASS
	 	TX	 	*
	 	 	ZAPATA CO
	 	TX	 	*
	 	 	PROGRESSO
	 	TX	 	*
	 	 	HARLINGEN
	 	TX	 	*
	 	 	PULLMAN
	 	WA	 	*
	 	 	Seattle
	 	WA	 	*
	 	 	Bellingham
	 	WA	 	*
	 	 	Bremerton
	 	WA	 	*
	 	 	Olympia
	 	WA	 	*
	 	 	Spokane
	 	WA	 	*
	 	 	Yakima
	 	WA	 	*
	 	 	Coeur d’Alene
	 	ID	 	*
	 	 	Boise
	 	ID	 	*
	 	 	Elmore
	 	ID	 	*
	 	 	Las Vegas
	 	NV	 	*
	 	 	Reno
	 	NV	 	*
	 	 	Carson City
	 	NV	 	*





     * Confidential information has been omitted and filed separately with the SEC.



15









 






	 	 	 	 	 	 	 
	MSA/RSA	 	Market Name 	 	State	 	Preference
	 	 	Phoenix/Yuma
	 	AZ	 	*
	 	 	Portland
	 	OR	 	*
	 	 	Medford
	 	OR	 	*
	 	 	Salem
	 	OR	 	*
	 	 	Hood River
	 	OR	 	*
	 	 	Detroit/Lansing/ Grand Rapids
	 	MI	 	*
	 	 	Indianapolis
	 	IN	 	*
	 	 	St. Louis
	 	MO	 	*
	 	 	Kansas City
	 	MO	 	*
	 	 	Chicago
	 	IL	 	*
	 	 	Miami
	 	FL	 	*
	 	 	Orlando
	 	FL	 	*
	 	 	Ocala
	 	FL	 	*
	 	 	Brooksville
	 	FL	 	*
	 	 	Melbourne
	 	FL	 	*
	 	 	Pensacola
	 	FL	 	*
	 	 	Tampa
	 	FL	 	*
	 	 	Merced/Madera
	 	CA	 	*
	 	 	San Diego
	 	CA	 	*
	 	 	Sacramento
	 	CA	 	*
	 	 	Yuba City
	 	CA	 	*
	 	 	Visalia
	 	CA	 	*
	 	 	Redding
	 	CA	 	*
	 	 	Santa Barbara
	 	CA	 	*
	 	 	San Francisco
	 	CA	 	*
	 	 	Los Angeles
	 	CA	 	*
	 	 	Santa Rosa
	 	CA	 	*
	 	 	Fresno
	 	CA	 	*
	 	 	Denver
	 	CO	 	*
	 	 	Fort Collins
	 	CO	 	*
	 	 	Greeley
	 	CO	 	*
	 	 	Hartford
	 	CT	 	*
	 	 	Washington
	 	DC	 	*
	 	 	Atlanta
	 	GA	 	*
	 	 	Carrollton
	 	GA	 	*
	 	 	La Grange
	 	GA	 	*
	 	 	Honolulu
	 	HI	 	*
	 	 	Maui
	 	HI	 	*
	 	 	Big Island
	 	HI	 	*
	 	 	Wichita
	 	KS	 	*
	 	 	Louisville
	 	KY	 	*
	 	 	Paducah
	 	KY	 	*
	 	 	Shreveport
	 	LA	 	*
	 	 	New Orleans
	 	LA	 	*
	 	 	Ruston
	 	LA	 	*
	 	 	Monroe
	 	LA	 	*
	 	 	Boston
	 	MA	 	*
	 	 	Portland
	 	ME	 	*
	 	 	Ellsworth
	 	ME	 	*
	 	 	Minneapolis
	 	MN	 	*
	 	 	St. Cloud
	 	MN	 	*
	 	 	Rochester
	 	MN	 	*
	 	 	Charlotte
	 	NC	 	*
	 	 	Raleigh
	 	NC	 	*





     * Confidential information has been omitted and filed separately with the SEC.



16









 






	 	 	 	 	 	 	 
	MSA/RSA	 	Market Name 	 	State	 	Preference
	 	 	Omaha
	 	NE	 	*
	 	 	Hunterdon County
	 	NJ	 	*
	 	 	Atlantic City
	 	NJ	 	*
	 	 	Sussex County
	 	NJ	 	*
	 	 	Buffalo/Rochester
	 	NY	 	*
	 	 	Binghamton
	 	NY	 	*
	 	 	New York City
	 	NY	 	*
	 	 	Elmira
	 	NY	 	*
	 	 	Columbus
	 	OH	 	*
	 	 	Cleveland
	 	OH	 	*
	 	 	Athens
	 	OH	 	*
	 	 	Steubenville
	 	OH	 	*
	 	 	Tulsa
	 	OK	 	*
	 	 	Oklahoma City
	 	OK	 	*
	 	 	Allentown
	 	PA	 	*
	 	 	Harrisburg
	 	PA	 	*
	 	 	Philadelphia
	 	PA	 	*
	 	 	Johnstown
	 	PA	 	*
	 	 	Pittsburgh
	 	PA	 	*
	 	 	Williamsport
	 	PA	 	*
	 	 	Altoona
	 	PA	 	*
	 	 	Rock Hill
	 	SC	 	*
	 	 	Dallas
	 	TX	 	*
	 	 	San Antonio
	 	TX	 	*
	 	 	Texarkana
	 	TX	 	*
	 	 	Austin/Waco
	 	TX	 	*
	 	 	Houston
	 	TX	 	*
	 	 	Longview
	 	TX	 	*
	 	 	NACOGDOCHES
	 	TX	 	*
	 	 	Beaumont
	 	TX	 	*
	 	 	Salt Lake City
	 	UT	 	*
	 	 	Provo
	 	UT	 	*
	 	 	Wheeling
	 	WV	 	*
	 	 	Charleston
	 	WV	 	*
	 	 	Albuquerque
	 	NM	 	*
	 	 	El Paso
	 	TX	 	*
	 	 	Evansville
	 	IN	 	*
	 	 	Springfield
	 	MO	 	*
	 	 	Columbia
	 	MO	 	*
	 	 	Carbondale
	 	IL	 	*
	 	 	Gainesville/Jackson/Wichita Falls
	 	TX	 	*
	 	 	Sherman/Dennison
	 	TX	 	*
	 	 	Tyler/Lufkin
	 	TX	 	*
	 	 	LUFKIN
	 	TX	 	*
	 	 	NE/Wayne
	 	PA	 	*
	 	 	Oxnard/Ventura
	 	CA	 	*
	 	 	Memphis
	 	TN	 	*
	 	 	Nashville
	 	TN	 	*
	 	 	Birmingham
	 	AL	 	*
	 	 	Little Rock
	 	AR	 	*
	 	 	Jonesboro
	 	AR	 	*
	 	 	Jonesboro
	 	AR	 	*
	 	 	Oxford
	 	MS	 	*
	 	 	Pearl River County
	 	MS	 	*





     * Confidential information has been omitted and filed separately with the SEC.



17









 






	 	 	 	 	 	 	 
	MSA/RSA	 	Market Name 	 	State	 	Preference
	 	 	Jackson
	 	MS	 	*
	 	 	Des Moines
	 	IA	 	*
	 	 	Milwaukee
	 	WI	 	*
	 	 	Puerto Rico
	 	PR	 	*
	 	 	US Virgin Islands
	 	VI	 	*
	 	 	Sierra
	 	CA	 	*
	 	 	Bakersfield
	 	CA	 	*
	 	 	Stockton/Modesto
	 	CA	 	*
	 	 	Santa Cruz
	 	CA	 	*
	 	 	Interstate 10
	 	NM	 	*
	 	 	Interstate 15
	 	UT	 	*
	 	 	Interstate 25
	 	NM	 	*
	 	 	Interstate 40 W
	 	AZ	 	*
	 	 	Interstate 40 E
	 	NM	 	*
	 	 	Interstate 70
	 	UT	 	*
	 	 	Interstate 76
	 	CO	 	*
	 	 	Branson
	 	MO	 	*
	 	 	Brinkley
	 	AR	 	*
	 	 	Dardanelle
	 	AR	 	*
	 	 	Heber Springs
	 	AR	 	*
	 	 	Morrilton
	 	AR	 	*
	 	 	Newport
	 	AR	 	*
	 	 	Russellville
	 	AR	 	*
	 	 	Searcy
	 	AR	 	*
	 	 	Stuttgart
	 	AR	 	*
	 	 	LAMAR
	 	MO	 	*
	 	 	MONETT
	 	MO	 	*
	 	 	BOWIE
	 	TX	 	*
	 	 	GAINESVILLE
	 	TX	 	*
	 	 	JACKSBORO
	 	TX	 	*
	 	 	MINERAL WELLS
	 	TX	 	*
	 	 	MYRA
	 	TX	 	*
	 	 	OWENSBORO
	 	KY	 	*
	 	 	NEW MILFORD
	 	CT	 	*
	 	 	TORRINGTON
	 	CT	 	*
	 	 	WATERTOWN
	 	CT	 	*
	 	 	OKLAHOMA CITY
	 	OK	 	*
	 	 	BLACKWELL
	 	OK	 	*
	 	 	CHANDLER
	 	OK	 	*
	 	 	CUSHING
	 	OK	 	*
	 	 	MEDFORD
	 	OK	 	*
	 	 	PERRY
	 	OK	 	*
	 	 	PONCA CITY
	 	OK	 	*
	 	 	STILLWATER
	 	OK	 	*
	 	 	METROPOLIS
	 	IL	 	*
	 	 	GRENADA
	 	MS	 	*





     * Confidential information has been omitted and filed separately with the SEC.



18









 






Schedule A.2 — Dobson Total Markets




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	ACC or
	MSA/RSA/BTA	 	State	 	Rate Category	 	Preference	 	Exclusive	 	DCS
	Anchorage MSA
	 	AK

	 	Low Traffic
	 	*
	 	*
	 	DCS
	AK-1A
	 	AK

	 	Low Traffic
	 	*
	 	*
	 	DCS
	AK-2A
	 	AK

	 	Low Traffic
	 	*
	 	*
	 	DCS
	AK-3
	 	AK

	 	Low Traffic
	 	*
	 	*
	 	DCS
	AZ-1A
	 	AZ

	 	Rural
	 	*
	 	*
	 	DCS
	Alton MSA
	 	IL

	 	Rural
	 	*
	 	*
	 	ACC
	KS-5
	 	KS

	 	High Pop Mrkt
	 	*
	 	*
	 	DCS
	KY-4
	 	KY

	 	Rural
	 	*
	 	*
	 	ACC
	KY-5
	 	KY

	 	Rural
	 	*
	 	*
	 	ACC
	KY-6
	 	KY

	 	Rural
	 	*
	 	*
	 	ACC
	KY-8
	 	KY

	 	Rural
	 	*
	 	*
	 	ACC
	Cumberland MSA
	 	MD

	 	High Pop Mrkt
	 	*
	 	*
	 	DCS
	Hagerstown MSA
	 	MD

	 	High Pop Mrkt
	 	*
	 	*
	 	DCS
	MD-1
	 	MD

	 	High Pop Mrkt
	 	*
	 	*
	 	DCS
	MD-3
	 	MD

	 	High Pop Mrkt
	 	*
	 	*
	 	DCS
	Muskegon MSA
	 	MI

	 	Rural
	 	*
	 	*
	 	DCS
	MI-3
	 	MI

	 	Rural
	 	*
	 	*
	 	DCS
	MI-5
	 	MI

	 	Rural
	 	*
	 	*
	 	DCS
	MI-6
	 	MI

	 	Rural
	 	*
	 	*
	 	DCS
	MI-7
	 	MI

	 	Rural
	 	*
	 	*
	 	DCS
	MI-10
	 	MI

	 	Rural
	 	*
	 	*
	 	DCS
	MI-1
	 	MI

	 	Low Traffic
	 	*
	 	*
	 	ACC
	MI-2
	 	MI

	 	Low Traffic
	 	*
	 	*
	 	DCS
	MI-4
	 	MI

	 	Low Traffic
	 	*
	 	*
	 	DCS
	Duluth MSA
	 	MN

	 	Rural
	 	*
	 	*
	 	ACC
	MN-6
	 	MN

	 	Rural
	 	*
	 	*
	 	ACC
	MN-2A
	 	MN

	 	Low Traffic
	 	*
	 	*
	 	ACC
	MN-3
	 	MN

	 	Low Traffic
	 	*
	 	*
	 	ACC
	MN-4
	 	MN

	 	Low Traffic
	 	*
	 	*
	 	ACC
	MN-5
	 	MN

	 	Low Traffic
	 	*
	 	*
	 	ACC
	MO-1
	 	MO

	 	High Pop Mrkt
	 	*
	 	*
	 	DCS
	MO-4
	 	MO

	 	High Pop Mrkt
	 	*
	 	*
	 	DCS
	MO-2A
	 	MO

	 	Rural
	 	*
	 	*
	 	DCS
	MO-5A
	 	MO

	 	Rural
	 	*
	 	*
	 	DCS
	Orange County MSA
	 	NY

	 	High Pop Mrkt
	 	*
	 	*
	 	ACC
	Poughkeepsie MSA
	 	NY

	 	High Pop Mrkt
	 	*
	 	*
	 	ACC
	NY-3
	 	NY

	 	High Pop Mrkt
	 	*
	 	*
	 	DCS
	NY-5
	 	NY

	 	High Pop Mrkt
	 	*
	 	*
	 	ACC
	NY-6
	 	NY

	 	High Pop Mrkt
	 	*
	 	*
	 	ACC
	Youngstown MSA
	 	OH

	 	High Pop Mrkt
	 	*
	 	*
	 	DCS





     * Confidential information has been omitted and filed separately with the SEC.



 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	ACC or
	MSA/RSA/BTA	 	State	 	Rate Category	 	Preference	 	Exclusive	 	DCS
	OH-7
	 	OH

	 	High Pop Mrkt
	 	*
	 	*
	 	ACC
	OH-10A
	 	OH

	 	High Pop Mrkt
	 	*
	 	*
	 	ACC
	OH-11
	 	OH

	 	High Pop Mrkt
	 	*
	 	*
	 	DCS
	Enid MSA
	 	OK

	 	High Pop Mrkt
	 	*
	 	*
	 	DCS
	OK-2
	 	OK

	 	High Pop Mrkt
	 	*
	 	*
	 	DCS
	OK-5A
	 	OK

	 	High Pop Mrkt
	 	*
	 	*
	 	DCS
	OK-6
	 	OK

	 	High Pop Mrkt
	 	*
	 	*
	 	DCS
	OK-7A
	 	OK

	 	High Pop Mrkt
	 	*
	 	*
	 	DCS
	NE OK 1.9 (BTA)*
(consists of
counties Wachington, Nowata, Ottawa, Adair, Cherokee, Craig and Delaware)
	 	OK

	 	High Pop Mrkt
	 	*
	 	*
	 	ACC
	Erie MSA
	 	PA

	 	High Pop Mrkt
	 	*
	 	*
	 	DCS
	Sharon MSA
	 	PA

	 	High Pop Mrkt
	 	*
	 	*
	 	DCS
	PA-1
	 	PA

	 	High Pop Mrkt
	 	*
	 	*
	 	DCS
	PA-2
	 	PA

	 	High Pop Mrkt
	 	*
	 	*
	 	DCS
	PA-6
	 	PA

	 	High Pop Mrkt
	 	*
	 	*
	 	DCS
	PA-7
	 	PA

	 	High Pop Mrkt
	 	*
	 	*
	 	DCS
	PA-9
	 	PA

	 	High Pop Mrkt
	 	*
	 	*
	 	ACC
	PA-10A
	 	PA

	 	High Pop Mrkt
	 	*
	 	*
	 	DCS
	TX-9
	 	TX

	 	High Pop Mrkt
	 	*
	 	*
	 	DCS
	TX-10
	 	TX

	 	High Pop Mrkt
	 	*
	 	*
	 	DCS
	TX-16
	 	TX

	 	High Pop Mrkt
	 	*
	 	*
	 	DCS
	TX-2
	 	TX

	 	Low Traffic
	 	*
	 	*
	 	DCS
	Eau Claire MSA
	 	WI

	 	High Pop Mrkt
	 	*
	 	*
	 	ACC
	Wausau MSA
	 	WI

	 	High Pop Mrkt
	 	*
	 	*
	 	ACC
	WI-1
	 	WI

	 	Low Traffic
	 	*
	 	*
	 	ACC
	WI-2
	 	WI

	 	Low Traffic
	 	*
	 	*
	 	ACC
	WI-3
	 	WI

	 	Low Traffic
	 	*
	 	*
	 	ACC
	WI-4
	 	WI

	 	Low Traffic
	 	*
	 	*
	 	ACC
	WI-5A
	 	WI

	 	Low Traffic
	 	*
	 	*
	 	ACC
	WI-6A
	 	WI

	 	Low Traffic
	 	*
	 	*
	 	ACC
	WV-2
	 	WV

	 	Rural
	 	*
	 	*
	 	ACC
	WV-3
	 	WV

	 	Rural
	 	*
	 	*
	 	ACC





     * Confidential information has been omitted and filed separately with the SEC.




2









 








Schedule B
— Dobson Affiliates




Oklahoma Independent RSA 7 Partnership

Oklahoma Independent RSA 5 Partnership

Texas RSA 2 Limited Partnership

Alton CellTel Co Partnership

DCC PCS, Inc.

Dobson Operating Co., L.L.C.

Dobson Cellular Systems Inc.

Dobson JV Company



 









 





Schedule C.1 — ACC Article 4 Markets as of the Effective Date of the Agreement




Duluth MSA

MN-02A RSA

MN-03 RSA

MN-04 RSA

MN-05 RSA

MN-06 RSA

Wausau MSA

Eau Claire MSA

WI-01 RSA

WI-02 RSA

WI-03 RSA

WI-04 RSA

WI-05A RSA

WI-06A RSA

MI-01 RSA

OH-7 RSA

OH-10A RSA

WV-02 RSA

WV-03 RSA

PA-09 RSA

Poughkeepsie MSA

Orange County MSA

NY-05 RSA

NY-06 RSA

NE-OK 1.9 — Washington County, OK, Nowata County, OK, Ottawa County, OK, Adair County, OK, Cherokee

County, OK, Craig County, OK and Delaware County, OK.




 









 








Schedule C.2 — DCS Article 4 Markets as of the Effective Date of the Agreement




Cumberland MSA

Enid MSA

Hagerstown MSA

Anchorage MSA

AK-01A RSA

AK-02A RSA

AK-03 RSA

AZ-01A RSA

KS-05 RSA

MD-01 RSA

MD-03 RSA

MI-03 RSA

MI-10 RSA

MO-01 RSA

MO-02A RSA

MO-04 RSA

MO-05A RSA

OK-02 RSA

OK-05A RSA

OK-06 RSA

OK-07A RSA

PA-10A RSA

TX-02 RSA

TX-09 RSA

TX-10 RSA

TX-16 RSA

Erie MSA

Sharon MSA

Youngstown MSA

NY-03 RSA

OH-11 RSA

PA-01 RSA

PA-02 RSA

PA-06 RSA

PA-07 RSA




 









 








Schedule D.1 — Measured Market Map




*

     * Confidential information has been omitted and filed separately with the SEC.





 









 








Schedule D.2
— Cingular Measured Markets




*



     * Confidential information has been omitted and filed separately with the SEC.



 









 








Schedule E — Rates




*




* Confidential information has been omitted and filed separately
with the SEC (3 pages).







 









 








Schedule F.1 — Cingular Pre-Existing Preference Obligations




*


     * Confidential information has been omitted and filed separately with the SEC.




 









 








Schedule F.2 — Dobson Pre-Existing Preference Obligations




*



     * Confidential information has been omitted and filed separately with the SEC.



 









 








Schedule G — Cingular Designated Entities




ABC Wireless, L.L.C.

AN Subsidiary, L.L.C.

Arnage Wireless, L.L.C.

Cascade Wireless, LLC

Edge Mobile L.L.C.

Indiana Acquisition, L.L.C.

Lewis and Clark Communications, L.L.C.

Lone Star Wireless, LLC

Meriwether Communications, L.L.C.

Panther Wireless, LLC

Royal Wireless, L.L.C.

Sabre Wireless, L.L.C.

Salmon PCS Licensee LLC

Skagit Wireless, L.L.C.

Southwest Wireless, L.L.C.

THC of Houston Inc.

THC of Melbourne Inc.

THC of Orlando Inc.

THC of San Diego Inc.

THC of Tampa Inc.

Von Donop Inlet PCS, L.L.C.

Wireless Acquisition, LLC

Zuma/Lubbock, Inc.

Zuma/Odessa, Inc.




 









 








ScheduleH.1 — BIDs and BSCs Associated with ACC Markets




[illustration]




	 	 	 	 	 
	Market

	 	Associated BSC(s)
	 	Associated BID
	MN-O3 RSA

	 	a, b, c
	 	A
	WI-01

	 	p and q combined; r
	 	B
	WI-02

	 	x
	 	B
	Orange Cty MSA

	 	j, k, l, m, n
	 	C






          Parameters for associating BSCs and BIDs with Markets: The parties will work together to
align on BID/BSC/Market associations. In the event the parties are unable to agree each Party shall
have the final decision over such association for such Party’s Markets, subject to the following
requirements. In addition, when associations are completed or when such associations are amended,
this Schedule will be amended to set forth the decisions of the Parties and thereafter will be
incorporated and made a part of the Agreement.





	 	•	 	BSC associations will be subject to change over time and the associations provided
herein will be subject to change and adjustment over time pursuant to the process outlined
herein. BIDs will change, if at all, only on a much less frequent basis.
	 
	 	•	 	Each party has final decision over associating BSCs and BIDs to its respective Markets
	 
	 	•	 	Markets will be identified as MSAs, RSAs or BTAs.
	 
	 	•	 	BSCs may be associated only to Markets in which they are located. A BSC contained in
more than one Market will be associated solely with the Market providing the greatest
amount of its traffic.
	 
	 	•	 	BIDs may only be associate with one or more Markets wholly or partially contained within
the BID.
	 
	 	•	 	Cingular will only associate BSCs to Measured Markets, and will not associate BIDS to
any Markets, as BIDs are not applicable to any of Cingular’s Markets.
	 
	 	•	 	The foregoing parameters will also apply to the preparation of Schedule H.2 and H.3.




 









 











Schedule
H.2 — BIDs and BSCs Associated with DCS
Markets

[See Schedule H.1]





 









 








ScheduleH.3 — BSCs Associated with Cingular Measured Markets




[see Schedule H.1]




[illustration]




	 	 	 	 	 
	Market

	 	Associated BSC(s)
	 	 
	MN-O3 RSA

	 	a, b, c	 	 
	WI-01

	 	p, q	 	 
	WI-02

	 	x	 	 
	Orange Cty MSA

	 	j, k, l, m, n	 	 






          Note: BIDs will not be associated with any Cingular Market or any Cingular Measured Market.