FORM OF
ROAMING AGREEMENT
This Agreement is entered into as of October 14, 1997, by and between Western
Wireless Corporation, a Washington corporation ("WWC"), and Western PCS
Corporation, a Delaware corporation ("WPCS").
WHEREAS, WWC and WPCS each anticipates providing roaming services to the other;
WHEREAS, WWC and WPCS anticipate entering into the industry standard
Intercarrier Roamer Service Agreement (the "Standard Agreement"), a copy of
which is attached hereto as Schedule A; and
WHEREAS, WWC and WPCS desire to provide roaming services to one another at rates
that are no less favorable than rates that each charges its own subsidiaries,
affiliates, and third parties;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained
herein and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as follows:
1. WWC and WPCS hereby warrant that each will provide roaming on its system (or
the systems of third parties, if possible) to the other on terms at least as
favorable as those offered by them to their other subsidiaries, affiliates, and
third parties.
2. WWC and WPCS agree to pass through any benefits received from third parties
to the other (if so permitted by the third party contracts) at cost.
3. WWC further agrees, if within the control of WWC, to use its reasonable best
efforts to provide roaming technology for the benefit of WPCS customers where
necessary.
4. WWC and WPCS agree that notwithstanding any terms to the contrary in the
Standard Agreement or any other related agreement, each will give the other no
less than six months written notice prior to termination of any such agreement.
5. WWC and WPCS agree that all roaming agreements between them shall be modified
by mutual consent to reflect industry technological changes applicable to PCS to
AMPS roaming and vice versa.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
on their behalf by their officers thereunto duly authorized as of the day and
year first above written.
WESTERN WIRELESS CORPORATION WESTERN PCS CORPORATION
By:_______________________________ By:_______________________________
Name:_____________________________ Name:_____________________________
Its:______________________________ Its:______________________________