AMENDED AND RESTATED RESALE AGREEMENT


Table of Contents


 EXECUTION COPY 
 RESALE AGREEMENT 
 BY AND AMONG 
 WEST VIRGINIA PCS ALLIANCE, L.C., 
 VIRGINIA PCS ALLIANCE, L.C.,

 NTELOS INC., 
 AND 
 SPRINT SPECTRUM L.P. 
  
  
 DATED AS OF JULY 31, 2007 






Table of Contents


 
Table of Contents 
  

							
	 	  	 	  	 	  	Page #
	 1.
	  	
Definitions	  	1
			
	 2.
	  	
Sprint Relationship	  	6
			
	 3.
	  	
Term	  	6
				
		  	3.1	  	
General	  	6
		  	3.2	  	
Automatic Renewal	  	7
		  	3.3	  	
Phase-Out Period	  	7
			
	 4.
	  	
Representations, Warranties and Covenants 	  	7
				
		  	4.1	  	
Representations and Warranties of the Alliances and NTELOS	  	7
		  	4.2	  	
Representations, Warranties and Covenants of Sprint	  	8
			
	 5.
	  	
Scope of PCS Services; Handset Handling; MIN Administration; Billing; Forecasts 	  	10
				
		  	5.1	  	
PCS Services	  	10
		  	5.2	  	
Handset Handling Services	  	10
		  	5.3	  	
MIN Range Administration	  	10
		  	5.4	  	
Call Detail Records	  	11
		  	5.5	  	
Subscriber Information and Forecasts	  	11
		  	5.6	  	
Negotiation of Roaming Agreement Amendment	  	11
			
	 6.
	  	
Prices and Terms of Payment 	  	11
				
		  	6.1	  	
Payment of Charges	  	11
		  	6.2	  	
Invoices	  	12
		  	6.3	  	
Disputed Charges	  	12
		  	6.4	  	
Taxes and Other Levies by Governmental Authorities	  	14
		  	6.5	  	
Enhanced 911 Charges	  	14
			
	 7.
	  	
Rights and Obligations of the Parties 	  	14
				
		  	7.1	  	
Sprint’s Responsibility and Liability Related to PCS Services to Sprint Customers	  	14
		  	7.2	  	
Network Requirements	  	14
		  	7.3	  	
Exclusive Provider; Overbuilds	  	17
		  	7.4	  	
Spectrum	  	17
		  	7.5	  	
Representatives	  	17
		  	7.6	  	
EVDO Deployment	  	18
		  	7.7	  	
Software Deployment Process	  	19
			
	 8.
	  	
Licenses 	  	20
				
		  	8.1	  	
General	  	20
		  	8.2	  	
Renewals	  	20

  

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	 9.
	  	
Audit 	  	21
				
		  	9.1	  	
General	  	21
		  	9.2	  	
Procedure	  	21
			
	 10.
	  	
Warranties 	  	22
			
	 11.
	  	
Trade Name, Trade Marks and Service Marks 	  	22
				
		  	11.1	  	
The Alliances’ Rights	  	22
		  	11.2	  	
Sprint’s Rights	  	22
		  	11.3	  	
Remedies for Violations	  	23
			
	 12.
	  	
Insurance 	  	23
				
		  	12.1	  	
Sprint Insurance	  	23
		  	12.2	  	
The Alliances Insurance	  	24
			
	 13.
	  	
Indemnification; Limitation of Liability 	  	24
				
		  	13.1	  	
Indemnification	  	24
		  	13.2	  	
Indemnification Procedures	  	24
		  	13.3	  	
Limitation of Liability	  	25
			
	 14.
	  	
Breach, Remedies and Early Termination of the Agreement 	  	25
				
		  	14.1	  	
Breach	  	25
		  	14.2	  	
Phase-Out Period	  	26
			
	 15.
	  	
Confidentiality 	  	26
				
		  	15.1	  	
Restriction	  	26
		  	15.2	  	
Return	  	27
		  	15.3	  	
Limitation	  	27
		  	15.4	  	
Relief	  	28
			
	 16.
	  	
Assignment 	  	28
				
		  	16.1	  	
By Sprint	  	28
		  	16.2	  	
By the Alliances or NTELOS	  	28
		  	16.3	  	
NTELOS Process	  	28
		  	16.4	  	
Proprietary Information	  	30
			
	 17.
	  	
General Provisions 	  	30
				
		  	17.1	  	
Notices and Inquiries	  	30
		  	17.2	  	
Construction	  	31
		  	17.3	  	
Independent Contractors	  	31
		  	17.4	  	
Survival	  	32
		  	17.5	  	
Headings	  	32
		  	17.6	  	
Severability	  	32
		  	17.7	  	
Governing Law	  	32
		  	17.8	  	
Counterpart Execution	  	32
		  	17.9	  	
Entire Agreement; Amendments	  	32

  

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	 17.10
	  	
Parties in Interest; Limitation on Rights of Others	  	33
	 17.11
	  	
Waivers; Remedies	  	33
	 17.12
	  	
Force Majeure	  	33
	 17.13
	  	
Disclosure	  	33
	 17.14
	  	
Dispute Resolution	  	33
	 17.15
	  	
Relationship of this Agreement and the Previous Agreement	  	34
	 17.16
	  	
Release of Claims Arising Under Previous Agreement	  	34
	 17.17
	  	
Duty of Good Faith and Fair Dealing	  	34

  

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	Schedule 1	  	Markets
	Schedule 2	  	PCS Services Pricing
	Schedule 3	  	Billing Methodology
	Schedule 4	  	Network Performance Standards and Requirements
	Exhibit 1 to Schedule 4	  	Network Service Level Agreement
	Schedule 5	  	Alliances and Sprint Representatives
	Schedule 6	  	Sprint Core Features and Services
	Schedule 7	  	EVDO Deployment Schedule

  

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 RESALE AGREEMENT 
 This Resale Agreement (this “Agreement”) is dated as of July 31, 2007 for PCS Services beginning July 1, 2007 (the “Effective Date”) by and among West Virginia PCS Alliance, L.C., a
Virginia limited liability company (the “WV Alliance”), Virginia PCS Alliance, L.C., a Virginia limited liability company (the “VA Alliance”) (collectively, the “Alliances”); NTELOS Inc., a Virginia corporation and the
indirect parent of each of the Alliances (“NTELOS”); and Sprint Spectrum L.P., a Delaware limited partnership (“Sprint Spectrum”), and Sprint Spectrum on behalf of and as an agent for SprintCom, Inc., a Kansas corporation
(“SprintCom”) (Sprint Spectrum and SprintCom collectively, “Sprint”). 
 RECITALS 
 A. The Alliances own broadband personal communications services (“PCS”) licenses and own and operate a PCS network (the “Alliances
Network”) and provide PCS Services (as defined below) in several geographic markets, including the Markets (as defined below). 
 B.
Subject to the terms and conditions contained in this Agreement, Sprint desires to purchase PCS Services from the Alliances and market and sell these services to Sprint Customers (as defined below), and the Alliances desire to sell PCS Services to
Sprint. 
 C. Subject to the terms and conditions contained in this Agreement, the parties also desire to provide for (i) the pricing
and billing methodology of the PCS Services being provided by Sprint to NTELOS and its Affiliates (as defined below), including the Alliances, pursuant to the Intercarrier Roamer Service Agreement dated as of November 1, 1997, as amended, so
that such terms are reciprocal with the pricing terms and billing methodology of the PCS Services being provided by the Alliances to Sprint pursuant to this Agreement and (ii) the pricing and billing methodology of the long-distance telephone
services (including, but not limited to international, inter-state, intra-state and 800 calls) provided by Sprint to NTELOS and its Affiliates, including the Alliances, at rates that reflect the “most favored nations” rates of the Sprint
Network Managers (as defined below) as provided in Schedule 2. 
 D. On August 13, 2004, the Alliances, NTELOS and Sprint entered into
the Resale Agreement (the “Previous Agreement”). 
 E. Sprint requests that the Alliances upgrade the Alliances Network to EVDO (as
defined below). 
 F. The Alliances, NTELOS and Sprint intend to have this Agreement supersede and replace the Previous Agreement in its
entirety. 
 NOW, THEREFORE, and in consideration of the above premises and the mutual promises set forth in this Agreement, the
Alliances, NTELOS, and Sprint agree as follows: 
 1.
Definitions 
 “95% Completion of EVDO Deployment” has the meaning assigned to the term in
Section 7.6.2. 
  

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 “98% Completion of EVDO Deployment” has the meaning assigned to the term in
Section 7.6.2. 
 “Accounting Firm” has the meaning assigned to the term in Schedule 2. 
 “Additional Sites” has the meaning assigned to the term in Section 7.6. 
 “Affiliate” means a person or entity that, directly or indirectly, controls, is controlled by or is under common control with another
person or entity. 
 “Agreement” means this agreement and all of its Schedules and Exhibits. 
 “Alliances” has the meaning assigned to the term in the Preamble. 
 “Alliances’ Customer” means any person, other than Sprint, purchasing from the Alliances (i) PCS Services or (ii) any
other services offered for sale by the Alliances. 
 “Alliances Marks” has the meaning assigned to the term in
Section 11.1. 
 “Alliances Network” has the meaning assigned to the term in the Recitals. 
 “Applicable Licenses” has the meaning assigned to the term in Section 8.1. 
 “Billing Error” means an error in the billing rates, billing methodology or calculation of minutes of use or data usage within an
invoice. 
 “BTA” means basic trading area (as defined by the FCC). 
 “Effective Date” has the meaning assigned to the term in the Preamble. 
 “Code Division Multiple Access” or “CDMA” means a digital spread spectrum technology that, among other things, enables
multi-user utilization of the same wireless spectrum channel at the same time through the use of assigned codes to subscribers participating in given communications. For the sake of clarity, it is understood that WiMax and Nextel iDEN based services
are non-CDMA technology services. 
 “Cost Dispute” has the meaning assigned to the term in Schedule 2. 

“Current Sites” has the meaning assigned to the term in Section 7.6.2. 
 “Data Customers” has the meaning assigned to the term in Schedule 2. 
 “Data Pricing Dispute” has the meaning assigned to the term in Schedule 2. 
  

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 “Data Customer Reset Rate” has the meaning assigned to the term in Schedule 2.

 “Electronic Billing” has the meaning assigned to the term in Section 5.4. 
 “ESN” means the electronic serial number for each Handset. 
 “EVDO” means Evolution-Data Optimized Revision A, a third generation CDMA telecommunications standard for the transmission
of data using radio signals.  
 “EVDO Deadline” has the meaning assigned to the term in Section 7.6.2.

 “EVDO Deployment” means the installation of EVDO equipment and placement in service of one EVDO carrier per site.

 “EVDO Request” has the meaning assigned to the term in Section 7.6.5. 
 “EVDO Request Site” has the meaning assigned to the term in Section 7.6.5. 
 “Event of Default” has the meaning assigned to the term in Section 14.1. 
 “Facilities” means the telecommunications switching equipment, cell site transceiver equipment, towers, connecting circuits, software
and other equipment installed, maintained, expanded, modified or replaced by the Alliances to render PCS Services within the Markets. 
 “FCC” means the Federal Communications Commission or any successor agency. 
 “Forecast” has the
meaning assigned to the term in Section 5.5. 
 “Fraud” means the use of false information or a false identity to
secure PCS Services from the Alliances Network. 
 “Governmental Authority” means any nation or government, any state or
other political subdivision thereof, or any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including the FCC. 
 “Handsets” means the mobile handsets to be used by Sprint Customers and any other terminal equipment designed to be used by Sprint
Customers, which handsets and equipment shall be compatible with the Alliances Network. 
 “HLR” means Home Location
Register. 
 “Home Data Customer” has the meaning assigned to the term in Schedule 2. 
 “Home Data Customer Data Rate” means data rates for Home Data Customers as set forth in Schedule 2. 
 “Home Voice Customer” has the meaning assigned to the term in Schedule 2. 
  

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 “Home Voice Customer Reset Percentage” has the meaning assigned to the term in
Schedule 2. 
 “Home Voice Customer Voice Rate” means voice rates for Home Voice Customers as set forth in
Schedule 2. 
 “Hybrid Customer” means a wireless communications services customer with a “hybrid” Handset
that is capable of accessing both PCS Services and non-PCS Services. 
 “Indemnification Claim” has the meaning assigned to
the term in Section 13.2.1 
 “Indemnitor” has the meaning assigned to the term in Section 13.1. 
 “Indemnitee” has the meaning assigned to the term in Section 13.1. 
 “Independent Auditors” has the meaning assigned to the term in Section 9.2. 
 “IRSA” has the meaning assigned to the term in Section 5.6. 
 “Licenses” means the PCS licenses issued by the FCC to the Alliances, which authorize the provision of PCS Services in the Markets.

 “Markets” means the BTA set forth in Schedule 1 (Markets) in which PCS Services are to be made available to
Sprint pursuant to this Agreement and the Licenses. A “Market” is any one of such BTA. 
 “MDN” means a mobile
directory number. 
 “MIN” means a mobile identification number. 
 “Monthly Interim Amount” has the meaning assigned to the term in Section 6.2. 
 “Monthly Minimum” has the meaning assigned to the term in Section 6.1. 
 “Monthly Usage” has the meaning assigned to the term in Section 6.1. 
 “MOU” means minute of use. 
 “MSID” means mobile station identifier. 
 “National ARDRY” has the meaning assigned to the term
in Schedule 2. 
 “National ASRVRY” has the meaning assigned to the term in Schedule 2. 
 “National ASRVRY-1” has the meaning assigned to the term in Schedule 2. 
 “National ASRVRY-2” has the meaning assigned to the term in Schedule 2. 
 “National Sprint Competitor” means Verizon, Verizon Wireless, AT&T, or T-Mobile, or an Affiliate of Verizon, Verizon Wireless,
AT&T, or T-Mobile. 
 “Network Specification” has the meaning assigned to the term in Section 7.2. 
  

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 “Newly Acquired Sprint Affiliate” has the meaning assigned to the term in
Section 4.2.5. 
 “Nextel” means those entities that (i) are Sprint Affiliates by virtue of being under the common
ownership umbrella of the Sprint Nextel Corporation which also includes Sprint, and (ii) provide wireless services using non-CDMA technology commonly referred to as “iDEN.” 
 “NTELOS” has the meaning assigned to the term in the Preamble. 
 “Offering Period” has the meaning assigned to the term in Section 16.3.2. 
 “PCS Business” has the meaning assigned to the term in Section 4.2.1. 
 “PCS Services” means all wireless communications services using CDMA technology. 

 “Phase-Out Period” has the meaning assigned the term in Section 14.2. 
 “Previous Agreement” has the meaning assigned to the term in the Recitals. 
 “Proprietary Information” has the meaning assigned the term in Section 15.3. 
 “Q-Chat” means a Sprint proprietary Push-To-Talk (“PTT”) solution. 
 “Re-Deployed Sites” has the meaning assigned the term in Section 7.6.3. 
 “Reorganized Sprint Affiliate” has the meaning assigned to the term in Section 4.2.5. 
 “Reset Rate Dispute” has the meaning assigned to the term in Schedule 2. 
 “Sprint” has the meaning assigned to the term in the Preamble. 
 “SprintCom” has the meaning assigned to the term in the Preamble. 
 “Sprint Customer” means each of the following: (i) Sprint, all Affiliates of Sprint, all Sprint Network Managers, and all
resellers of Sprint (including MVNOs), to the extent any such entity provides PCS Services; and (ii) all end-user customers (including Hybrid Customers) that purchase PCS Services from any of the foregoing entities.  
 “Sprint Marks” has the meaning assigned to the term in Section 11.2. 
 “Sprint Network Manager” means an entity that provides mobile wireless telecommunications products and services under the
“Sprint” or “Sprint Spectrum” service marks or any other service marks subsequently used by Sprint pursuant to an agreement with Sprint under which such entity constructs wireless network coverage and performs operational
functions in defined geographic areas. 
 “Sprint Offer” has the meaning assigned to the term in Section 16.3.2. 

 

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 “Sprint Specific Customer” means Sprint Customers that are capable of using PCS
Services, including Hybrid Customers of Sprint’s Affiliates, but excluding all other customers of (i) Sprint’s Affiliates, (ii) Sprint Network Managers, and (iii) resellers of Sprint (including MVNOs). 
 “Sprint Spectrum” has the meaning assigned to the term in the Preamble. 
 “Transaction” has the meaning assigned to the term in Section 16.3.1. 
 “Travel Data Customer” has the meaning assigned to the term in Schedule 2. 
 “Travel Data Customer Data Rate” means data rates for Travel Data Customers as set forth in Schedule 2. 
 “Travel Voice Customer” has the meaning assigned to the term in Schedule 2. 
 “Travel Voice Customer Voice Rate” means voice rates for Travel Voice Customers as set forth in Schedule 2. 
 “VA Alliance” has the meaning assigned to the term in the Preamble. 
 “Wireless Successor” has the meaning assigned to the term in Section 16.4. 
 “WLNP” means Wireless Local Number Portability. 
 “WV Alliance” has the meaning assigned to the term in the Preamble. 
 2.
Sprint Relationship 
 Subject to the terms and conditions of this Agreement, the Alliances will provide
and sell PCS Services to Sprint in the Markets, and Sprint will purchase PCS Services from the Alliances in the Markets and pay the Alliances for PCS Services as more specifically described in Schedule 2. The Alliances authorize Sprint to
market and sell the PCS Services to Sprint Customers subject to the terms and conditions of this Agreement. No provision of this Agreement will be construed as vesting in Sprint any control whatsoever in any facilities and operations of the
Alliances, including the Facilities, or the operations of any Affiliate of the Alliances. 
 3.
Term 
 3.1
General 
 Subject to the early termination provisions set forth in Section 14 and the renewal
provisions of Section 3.2, the initial term of this Agreement will be for the period commencing on the Effective Date and extending until July 31, 2015, unless renewed, or otherwise extended as a result of the Phase-Out Period described in
Section 3.3 herein. 
  

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 3.2
Automatic Renewal 
 This Agreement will automatically renew beyond the initial term set forth in
Section 3.1 for separate renewal periods of three (3) years each, unless (a) Sprint gives written notice to the Alliances of non-renewal on or before the date which is one hundred eighty (180) days prior to the end of the initial
term or the applicable renewal term, as the case may be; or (b) the Alliances give written notice to Sprint of non-renewal on or before the date which is one hundred eighty (180) days prior to the end of the initial term or the applicable
renewal term, as the case may be. 
 3.3
Phase-Out Period 
 Upon notice of termination of this Agreement pursuant to this Section 3, the
Phase-Out period set forth in Section 14.2 will apply. During the Phase-Out Period, the Alliances agree to offer to sell PCS Services to Sprint in accordance with Section 14.2. 
 4.
Representations, Warranties and Covenants 
 4.1
Representations and Warranties of the Alliances and NTELOS 
 Each of WV Alliance, VA Alliance, and NTELOS
makes to Sprint the following representations and warranties as to itself as of the Effective Date: 
 4.1.1 Organization; Standing and
Power 
 Each of WV Alliance and VA Alliance is a limited liability company duly organized, validly existing and in good standing under
the laws of the Commonwealth of Virginia and has the requisite limited liability company power and authority to carry on its business as now being conducted and NTELOS is a corporation duly organized, validly existing and in good standing under the
laws of the Commonwealth of Virginia and has the corporate power and authority to carry on its business as now being conducted, respectively. Each of WV Alliance, VA Alliance, and NTELOS is duly qualified to do business and is in good standing in
each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified to do business or in good standing
(individually, or in the aggregate) would not have a material adverse effect on WV Alliance and its subsidiaries, taken as a whole, VA Alliance and its subsidiaries, taken as a whole, or on NTELOS and its subsidiaries, taken as a whole. 

4.1.2 Authority 
 The execution,
delivery and performance of this Agreement and of all of the other documents and instruments required hereby by each of WV Alliance, VA Alliance, and NTELOS are within the limited liability company power of WV Alliance and VA Alliance and the
corporate power of NTELOS, respectively. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized and no other action on the part of each of WV Alliance, VA Alliance, and
NTELOS is necessary to authorize this Agreement or to consummate the transactions contemplated herein. This 

  

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Agreement and all other documents and instruments required to be executed and delivered by each of WV Alliance, VA Alliance, and NTELOS hereby have been or
will be duly and validly executed and delivered by each of WV Alliance, VA Alliance, and NTELOS, and constitute or will constitute valid and binding agreements of each of WV Alliance, VA Alliance, and NTELOS, enforceable against each of WV Alliance,
VA Alliance, and NTELOS in accordance with their terms, except as enforceability may be restricted, limited or delayed by applicable bankruptcy or other laws affecting creditors’ rights generally and except as enforceability may be subject to
general principles of equity. 
 4.1.3 No Violations 
 Neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby by each of WV Alliance, VA Alliance, and NTELOS will (a) conflict with or result in
any breach of any provision of the articles of organization or operating agreement of each of WV Alliance and VA Alliance or the articles of incorporation or bylaws of NTELOS, (b) subject to receipt of regulatory and other third-party consents
(which each of WV Alliance, VA Alliance, and NTELOS has no reason to believe will not be readily available), result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right
of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, contract or other instrument or obligation binding upon each of WV Alliance, VA Alliance, and NTELOS, or
(c) violate any order, writ, injunction, decree or law in effect as of the date of this Agreement and applicable to each of WV Alliance, VA Alliance, and NTELOS, or any of its properties or assets. 
 4.1.4 Compliance with Agreement 
 NTELOS represents and warrants that each of WV Alliance and VA Alliance will comply with all terms and conditions set forth in this Agreement. 
 4.2
Representations, Warranties and Covenants of Sprint 
 Each of Sprint Spectrum and SprintCom makes to the
Alliances and NTELOS the following representations and warranties as to itself as of the Effective Date: 
 4.2.1 Organization; Standing
and Power 
 Sprint Spectrum is a limited partnership duly organized, validly existing and in good standing under the laws of the State
of Delaware and has the requisite limited partnership power and authority to carry on its business as now being conducted and SprintCom is a corporation duly organized, validly existing and in good standing under the laws of the State of Kansas and
has the requisite corporate power and authority to carry on its business as now being conducted. Each of Sprint Spectrum and SprintCom is duly qualified to do business and is in good standing in each jurisdiction in which the nature of its business
or the ownership or leasing of its properties makes such qualification necessary, other than in such jurisdictions where the failure to be so qualified to do business or in good standing (individually, or in the aggregate) would not have a material
adverse effect on Sprint Spectrum and its subsidiaries, taken as a whole, or on SprintCom and its subsidiaries, taken as a whole. 
  

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 As of the Effective Date and throughout the U.S. (including the Markets), (i) Sprint Spectrum and
SprintCom are the only Affiliates of the Sprint Nextel Corporation that maintains or operates a CDMA network, and (ii) Sprint Spectrum is the only Affiliate of the Sprint Nextel Corporation that contracts directly with Sprint Customers in
connection with the provision of PCS Services (except that Sprint Spectrum may contract indirectly with Sprint Customers who are end-user customers through Sprint Network Managers or resellers of Sprint) (the business involved in clauses
(i) and (ii), the “PCS Business”). 
 4.2.2 Authority 
 The execution, delivery and performance of this Agreement and of all of the other documents and instruments required hereby by each of Sprint Spectrum
and SprintCom are within the limited partnership power of Sprint Spectrum and the corporate power of SprintCom, respectively. Sprint Spectrum is an agent of SprintCom and has the authority to enter into this Agreement as an agent of and on behalf of
SprintCom. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized and no other corporate action on the part of each of Sprint Spectrum and SprintCom is necessary to
authorize this Agreement or to consummate the transactions contemplated herein. This Agreement and all other documents and instruments required to be executed and delivered by each of Sprint Spectrum and SprintCom hereby have been or will be duly
and validly executed and delivered by each of Sprint Spectrum and SprintCom, and constitute or will constitute valid and binding agreements of each of Sprint Spectrum and SprintCom, enforceable against each of Sprint Spectrum and SprintCom in
accordance with their terms, except as enforceability may be restricted, limited or delayed by applicable bankruptcy or other laws affecting creditors’ rights generally and except as enforceability may be subject to general principles of
equity. 
 4.2.3 No Violations 
 Neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated hereby by each of Sprint Spectrum and SprintCom will (a) conflict with or result in any breach of any provision of
the partnership agreement of Sprint Spectrum or the articles of incorporation or bylaws of SprintCom, (b) subject to receipt of regulatory and other third-party consents (which each of Sprint Spectrum and SprintCom has no reason to believe will
not be readily available), result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions
or provisions of any note, bond, mortgage, indenture, contract or other instrument or obligation binding upon each of Sprint Spectrum and SprintCom, or (c) violate any order, writ, injunction, decree or law in effect as of the date of this
Agreement and applicable to each of Sprint Spectrum and SprintCom, or any of its properties or assets. 
  

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 4.2.4 Compliance with Agreement 
 Sprint Spectrum represents and warrants that each of Sprint Spectrum and SprintCom will comply with all terms and conditions set forth in this Agreement.

 4.2.5 Covenants of Sprint 
 In the event that any other Affiliate of the Sprint Nextel Corporation (other than Sprint) becomes involved in the PCS Business, whether through reorganization of Sprint, the Sprint Nextel Corporation, or an Affiliate of Sprint or the
Sprint Nextel Corporation (the “Reorganized Sprint Affiliate”) or acquisition of another entity by Sprint, the Sprint Nextel Corporation, or an Affiliate of Sprint or the Sprint Nextel Corporation (the “Newly Acquired Sprint
Affiliate”), Sprint shall ensure and shall cause its Affiliates to ensure that: (i) such Reorganized Sprint Affiliate (subject to the provisions in clause (ii)) and Newly Acquired Sprint Affiliate (subject to the provisions in clause
(iii)) shall be made a party to this Agreement, (ii) all PCS Services customers of such Reorganized Sprint Affiliate shall be deemed to be Sprint Customers covered by the terms and conditions of this Agreement, and (iii) all subsequent PCS
Services customer growth of such Newly Acquired Sprint Affiliate after the closing date of the acquisition shall be deemed to be Sprint Customers covered by the terms and conditions of this Agreement. With respect to the PCS Services network of any
Newly Acquired Sprint Affiliate existing as of the closing date of the acquisition and located within the Markets, such network may be maintained and used by such Newly Acquired Sprint Affiliate solely to provide PCS Services to its customers
existing as of the closing date of the acquisition. 
 5.
Scope of PCS Services; Handset Handling; MIN Administration; Billing; Forecasts 
 5.1
PCS Services 
 During the term of this Agreement, the Alliances agree to provide to Sprint the PCS
Services in the Markets. 
 5.2
Handset Handling Services 
 Sprint will be responsible for making its own arrangements (a) to
purchase Handsets and accessories for resale, from manufacturers selected by Sprint and (b) for the delivery of those Handsets and accessories directly to Sprint. 
 5.3
MIN Range Administration 
 Unless the parties otherwise agree, Sprint will be responsible for the
administration of its own MIN ranges and unique customer MDN’s and ESN’s for each Market, and the Alliances will route and bill Sprint for PCS Services accordingly. The parties agree to work together in good faith to coordinate MIN range
administration, including sufficient advance notice necessary to implement the terms of this Section 5.3. 
  

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 5.4
Call Detail Records 
 The Alliances will provide Sprint with electronic call detail records on a near
real time basis (“Electronic Billing”). Sprint shall provide for network facilities to transport call detail records to support Electronic Billing and is responsible for providing systems and capacity to receive all available call detail
records. Electronic call detail records will be provided in native format. For purposes of this Agreement, the term “near real time basis” means the period of time in which the Alliances can read their own call detail records for the
Alliances’ Customers. With respect to payment for defective call detail records, Sprint may, in addition to any other rights and remedies available to Sprint, dispute such payments under the procedures set forth in Section 6.3.
Additionally, Sprint will have no responsibility for paying invoices for PCS Services to the extent that the Alliances do not forward the call detail records for Sprint Customers from Alliances’ switches to the Alliances’ platform within
ten (10) days after the occurrence of the call. 
 5.5
Subscriber Information and Forecasts 
 For the
Alliances Network planning purposes, Sprint will provide the Alliances, by the fifth (5th) day of each calendar month, current subscriber information
for each of the Markets. Further, by the fifth (5th) day of each calendar quarter, Sprint shall provide the Alliances with a good faith, non-binding
rolling forecast (the “Forecast”) of the expected number of subscribers, voice minutes and data MB of the Alliances Network usage by Market for the quarterly periods during the four (4) calendar quarters immediately following the
calendar quarter in which the Forecast is provided to the Alliances by Sprint. 
 5.6
Negotiation of Roaming Agreement Amendment 
 Sprint Spectrum and the Alliances will negotiate in good
faith to agree upon the terms of an amendment to the Intercarrier Roamer Service Agreement dated November 1, 1997, as amended (“IRSA”), to ensure feature functionality for each others customers in roaming scenarios for EVDO and
Location-Based Services (LBS), and to establish a commitment by the parties to assess the feasibility of providing additional feature functionality in roaming arrangements in the future. Such amended IRSA will contain provisions to the effect that,
absent an IRSA termination for cause (including any termination of this Agreement), the IRSA shall remain in effect for at least the same term as this Agreement (including any renewals of this Agreement). 
 6.
Prices and Terms of Payment 
 6.1
Payment of Charges 
 6.1.1. Beginning with an initial payment for the calendar month which includes the
Effective Date and continuing each calendar month thereafter, through and including the calendar month in which the Alliances achieve 98% Completion of EVDO Deployment, Sprint is liable and will pay the Alliances on a monthly basis the greater
amount of either (i) eight million dollars ($8,000,000) per calendar month (“Monthly Minimum”), or (ii) any and all undisputed monthly usage charges associated with the use of the PCS Services by Sprint Customers for such month,
as set forth in Schedule 2 (“Monthly Usage”). 
  

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 6.1.2. Beginning with the calendar month after the Alliances achieve 98% Completion of EVDO Deployment,
Sprint is liable and will pay the Alliances on a monthly basis the greater amount of either (i) nine million dollars ($9,000,000) as the “Monthly Minimum”, or (ii) any and all undisputed Monthly Usage charges associated with the
use of the PCS Services by Sprint Customers for such month, as set forth in Schedule 2. 
 6.1.3. Disputed charges are governed by the
procedures set forth in Section 6.3. All prices and charges stated in this Agreement are in U.S. dollars. All Monthly Usage charges shall be billed according to the billing methodology set forth on Schedule 3. 
 6.2
Invoices 
 For usage charges associated with the use of the PCS Services by Sprint Customers as set forth
in Section 6.1 during the period from the first day through the last day of each calendar month, the Alliances will provide Sprint invoices on a semi-monthly basis on or about the sixteenth day of such calendar month and the first day of the
next calendar month. On or about the sixteenth day of each calendar month, the Alliances will provide Sprint an invoice for the greater amount of either (i) 50% of the applicable Monthly Minimum, or (ii) usage charges associated with the
use of the PCS Services by Sprint Customers, as set forth in Schedule 2, during the period from the first day through the fifteenth day of such calendar month (the “Monthly Interim Amount”). On or about the first day of the
next calendar month, the Alliances will provide Sprint an invoice for the greater amount of either (i) the applicable Monthly Minimum minus the Monthly Interim Amount, or (ii) the Monthly Usage minus the Monthly Interim Amount. Sprint will
be liable to the Alliances for those undisputed charges and will pay them in accordance with the provisions of this Section 6. Payment for each invoice is due within twenty five (25) days of receipt of invoice by Sprint. Interest, at a
daily interest rate equal to .0491%, compounded monthly, shall begin to accrue on payment amounts due which are not made by the due date. 
 6.3
Disputed Charges 
 6.3.1 General 
 Sprint may elect to withhold payment of any properly disputed portion of any invoice until the dispute is resolved as set forth in this Section 6.3.
Sprint must pay the undisputed amount of any invoice in a timely manner as provided in Section 6.2. Upon resolution of any dispute, payment of any disputed and withheld amount by Sprint that is determined to be due and owing (including
interest, at a daily interest rate equal to .0491%, compounded monthly) is due and payable within ten (10) days following resolution of the dispute as provided in this Section 6.3. 
  

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 6.3.2 Fraud 
 Sprint shall use its own capabilities for the purposes of Fraud analysis. Sprint shall not be responsible for the payment of charges based on Fraud, when such charges originate one (1) business day after the
Alliances have received written notice from Sprint that Sprint has discovered such Fraud but only if the Alliances are in control of the means to prevent such Fraud from occurring. In the event the Alliances discover Fraud, they shall promptly
notify Sprint. In the event the Alliances discover Fraud, nothing herein shall prevent the Alliances from taking prompt action (without prior notice to Sprint) that is reasonably necessary to prevent such Fraud; provided, that, nothing
contained herein shall impose any obligations on the Alliances to take any action with respect to Fraud. Sprint shall indemnify and hold the Alliances harmless from any and all costs, expenses, damages, claims, losses or actions arising from Fraud
to the extent the party claiming the Fraud is (or had been at the time of the alleged Fraud) a Sprint Customer. 
 6.3.3 Billing Errors
Discovered Before Payment 
 If Sprint intends not to pay all or part of an invoice as a result of Sprint’s reasonable belief that a
Billing Error exists, Sprint will, prior to the due date of such invoice, provide to the Alliances written notice of any Billing Error, together with a detailed explanation of the nature and amount of the Billing Error and all applicable call detail
records upon which such Billing Error is based. The Alliances will respond to Sprint in writing with regard to the Billing Error within ten (10) business days after receipt of Sprint’s notice of a Billing Error and credit Sprint’s
account within the later of (i) ten (10) business days after receipt of Sprint’s notice of a Billing Error or (ii) the next invoice date if the Alliances agree that such resolution is appropriate. If the parties mutually agree
that such charges are correct, Sprint shall pay any disputed and withheld amount, including interest, as provided for in Section 6.3.1. If the parties are unable to resolve any such disputes within thirty (30) days of the date of the
Alliances’ response, either party may initiate the dispute resolution process set forth in Section 17.14. 
 6.3.4 Billing
Errors Discovered After Payment 
 Following payment of an invoice, if a party discovers that a Billing Error has occurred, the party
will provide notice of such Billing Error, together with the applicable call detail records and the amount of the Billing Error, to the other party as soon as practical upon detection. After receiving notice of a Billing Error, the other party will
respond in writing to the party detecting the Billing Error within ten (10) business days after receipt of the Billing Error notice. Upon resolution, payment of amounts that are determined to be due and owing as a result of such Billing Error
(exclusive of any interest charges reflecting the time value of the Billing Error) will be due and payable within twenty-five (25) days following resolution. If payment is not made within such twenty-five (25) day period, the amount due
will be adjusted to include interest from the original invoice date at a daily interest rate equal to .0491%, compounded monthly. No corrections or adjustments for Billing Errors discovered after payment will be made unless the discovering party
sends written notice of a Billing Error to, and such notice is received by, the other party within three hundred sixty five (365) days of the invoice date of any invoice subject to a purported Billing Error. If the parties are unable to resolve
Billing Errors within sixty (60) days of the date of response by the party receiving the Billing Error notice, either party may initiate the dispute resolution process set forth in Section 17.14. 
  

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 6.4
Taxes and Other Levies by Governmental Authorities 
 6.4.1 Taxes 
 The rates and charges set forth in this Agreement do not include sales or similar taxes imposed on the PCS Services provided by the Alliances to Sprint.
Sprint shall provide the Alliances with copies of all applicable tax exemption certificates. The Alliances shall not be responsible for the remittance of any taxes, fees and other charges of Governmental Authorities relating to the use of the
Alliances Network for PCS Services by Sprint Customers for PCS Services. 
 6.4.2 Other Levies by Governmental Authorities 

The Alliances will be solely responsible for the timely and accurate remittance of all taxes, fees and other charges of Governmental Authorities
relating to the ownership and operation of the Alliances Network. 
 6.5
Enhanced 911 Charges 
 Sprint shall (i) reimburse the Alliances for a pro rata allocated portion of
reasonable and documented E-911 costs incurred by the Alliances after the Effective Date related to providing PCS Services to Sprint or Sprint Customers and (ii) subject to commercially reasonable terms, enter into a separate agreement with the
vendor supplying the Alliances with E-911 database services, to purchase the required E-911 database services on behalf of Sprint Customers. 
 7.
Rights and Obligations of the Parties 
 7.1
Sprint’s Responsibility and Liability Related to PCS Services to Sprint Customers 
 Sprint will be
responsible and liable for (i) Sprint Customer credit verification, (ii) billing, (iii) collection, (iv) customer service, (v) all similar support necessary to provide PCS Services to Sprint Customers and (vi) all risks
and expenses related to such services. Sprint will not make any representation, warranty or covenant to any Sprint Customer that would misrepresent or conflict with the terms and conditions of this Agreement. 
 7.2
Network Requirements 
 7.2.1 General Requirements 
 The Alliances warrant that PCS Services will be of a quality and clarity no worse than PCS Services provided by the Alliances to Alliances’
Customers. 
  

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 This Section 7.2.1 and the accompanying Schedule 4 attached hereto (collectively,
“Network Specifications”) set forth the general, operation, and performance specifications of the Alliances Network as of the Effective Date. With respect to the performance specifications for EVDO, the parties will mutually agree to such
performance specifications in accordance with the process set forth in Schedule 4. 
 7.2.2 Network Upgrades Requested by Sprint

 Except for EVDO Deployment as set forth in Section 7.6, the Alliances shall not be required to make any other future investment
in high speed data transfer technology requested by Sprint, or any other significant network upgrade requirement requested by Sprint, to support Sprint Customers using the Alliances Network in the Markets unless the parties mutually agree in advance
of such investment in a separate written agreement. Notwithstanding the foregoing, each of the Alliances agrees that it will augment or expand its Facilities, including implementing commercially reasonable network upgrades, at its own expense in
order (i) to provide the products and services supported by the Alliances as of the Effective Date and to comply with the performance specifications set forth in Schedule 4, and (ii) with respect to EVDO, to comply with Sections
7.2.1 and 7.7 and to comply with the performance specifications mutually agreed to by the parties in accordance with Section 7.2.1. Sprint acknowledges and agrees that the Alliances Network as of the Effective Date of this Agreement meets the
requirements of Sprint’s current non-EVDO products and services identified on Schedule 6. 
 7.2.3 Network Upgrades Required
By Governmental Authorities or Industry Standards 
 Sprint shall reimburse the Alliances for a proportional amount of the reasonable and
documented capital or incremental operating expenses incurred by the Alliances to comply with all future network obligations mandated by Governmental Authorities or new industry standards, such as mobile equipment identifiers (MEIDs), based upon the
proportion of the total capital and operating expense related to the Alliances Network usage by Sprint Customers, unless otherwise agreed by the parties. 
 7.2.4 Absence of Coverage 
 If, at any time during the term of this Agreement, Sprint desires to have
geographic coverage within a Market served by the Alliances Network, where geographic coverage does not already exist, Sprint shall provide the Alliances with a written request to expand the coverage area of the Alliances Network within a Market.
If, within sixty (60) days of receipt of such written notice, the Alliances do not provide Sprint with a written commitment to develop such coverage within a reasonable period of time, or if the Alliances do not develop such coverage within
such reasonable period of time, Sprint shall have the right, at its own expense or at the expense of a third-party acting on Sprint’s behalf under a build-out agreement with Sprint (including for purposes of clarity a Strategic Roaming Alliance
partner of Sprint), to construct its own cell sites or to take other action to provide such coverage, without breaching this Agreement or incurring liability to the Alliances. If, pursuant to this Section 7.2.4, Sprint constructs its own cell
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on Sprint’s behalf), at Sprint’s cost, will have the right to connect such sites or other construction to the Alliances Network and platforms,
(b) the Alliances will coordinate with Sprint, at Sprint’s request, for the seamless operation and connectivity of the new cell sites with the Alliances Network, (c) the Alliances shall have the right to use such new cell sites to
provide geographic coverage to Alliances’ Customers at a cost to the Alliances determined by the sum of (i) the product of, for voice services, 75% of the applicable Home Voice Customer Voice Rate times such Alliances’ Customers’
voice minutes of use for the month on Sprint owned cell sites within the Markets, plus (ii) the product of, for data services, 75% of the applicable Travel Data Customer Data Rate times such Alliances’ Customers’ MB of data use for
the month on Sprint owned cell sites within the Markets, and (d) the Alliances will provide all applicable switching to Sprint at a cost to Sprint determined by the sum of (i) the product of, for voice services, 25% of the applicable Home
Voice Customer Voice Rate times Sprint Customers’ voice minutes of use for the month on Sprint owned cell sites within the Markets, plus (ii) the product of, for data services, 25% of the applicable Travel Data Customer Data Rate times
Travel Data Customers’ MB of data use for the month on Sprint owned cell sites within the Markets. The charges contemplated in (c) and (d) above will be reflected as additional settlement activity on invoices generated pursuant to
Schedule 3. 
 7.2.5 Modifications 
 Subject to the Alliances’ compliance with the Network Specifications, the Alliances may, in their reasonable discretion, change or update the Facilities or the Alliances’ operations, equipment, software,
procedures or services in a commercially reasonable manner; provided, that, such changes or updates shall not unreasonably interrupt, suspend, delay or adversely change the quality or functionality of the PCS Services. The Alliances
must give Sprint at least three (3) days prior written notice of the implementation of such planned changes or updates; provided, that, the Alliances shall not be required to provide such notice in the event of a change or update
made in an emergency situation. In administering such changes or updates, the Alliances shall not knowingly or negligently interrupt, suspend, delay or adversely change the quality or functionality of the PCS Services in any material adverse manner.

 7.2.6 The Alliances’ Reports to Sprint 
 The Alliances will provide Sprint with real time “read-only” access to performance data
for elements of the Alliances Network which are to be used by Sprint. Such performance data shall be sufficient in scope and detail to establish compliance with the Network Specifications. In addition, the Alliances will provide an updated Format C
Report (containing a spreadsheet detailing specific cell site information, as mutually agreed by the Alliances and Sprint, for each cell site and repeater site within the Markets) by the fifteenth (15th) day of each month to Sprint by means of electronic mail. 
  

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 7.3
Exclusive Provider; Overbuilds 
 7.3.1 PCS Services 
 During the term of this Agreement, (i) the Alliances shall be the exclusive provider of PCS Services to Sprint Customers within the Markets (except
for (a) roaming on third-party network systems that may occur in the ordinary course because of lack of geographic coverage from the Alliances Network in a portion of the Markets, or (b) as a result of Sprint’s (or a party on
Sprint’s behalf) construction of a cell site in a situation where there is an absence of geographic coverage in a Market as provided for in Section 7.2.4), and (ii) Sprint shall not, and shall cause each of its Affiliates not to,
either directly or indirectly, commence construction of, contract for, or launch any wireless communications network that provides PCS Services within the Markets, except as provided for coverage exceptions as described in Section 7.2.4. Such
limitation on Sprint’s ability and its Affiliates’ ability to overbuild the Alliances Network shall expire eighteen (18) months prior to the initial expiration date (i.e., July 31, 2015), or renewals thereof, of this
Agreement, and at that time, Sprint may so commence construction of such wireless communications network to provide PCS Services within the Markets. 
 7.3.2 Non-PCS Services 
 7.3.2.1 It is understood that Nextel operates and will continue to
operate within the Markets to provide non-PCS Services. Nextel will maintain its non-PCS Services network and continue to provide non-PCS Services to its customers until such time that such network may no longer be utilized, which may or may not
occur within the lifetime of this Agreement. 
 7.3.2.2 Each party reserves all rights to build and maintain a network, and provides
services using such network, to the extent such services are non-PCS Services. 
 7.4
Spectrum 
 The Alliances shall make available for the PCS Services to be provided under this Agreement
the FCC License Spectrum identified on Schedule 1 to this Agreement. To the extent the amount of the Sprint Customers’ use of PCS Services requires additional FCC license spectrum in any of the Markets, Sprint shall make such FCC license
spectrum available to the Alliances at no charge from its own available FCC license spectrum holdings for as long as this Agreement and the Sprint PCS Build-Out Agreement dated August 12, 1999, as amended, are in effect. 
 7.5
Representatives 
 As the “single point of contact” with respect to the monitoring and
administration of this Agreement, each of the Alliances and Sprint agree to appoint one individual who shall have, as one of his or her primary functions, the responsibility for the administration of this Agreement. The initial appointees are set
forth on Schedule 5. 
  

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 7.6
EVDO Deployment 
 7.6.1 The Alliances agree to use commercially reasonable efforts to implement
EVDO in the Alliances Network in the Markets in accordance with this Section 7.6. 
 7.6.2 Subject to Section 7.6.3 below,
the Alliances agree that they will proceed with EVDO implementation such that: 
 (i) EVDO Deployment will be achieved at 95% or more of the
total number of (a) the 595 sites currently existing in the Alliances Network in the Markets (“Current Sites”) and (b) any additional sites not currently commercially launched in the Alliances Network in the Markets as of the
Effective Date but which are commercially launched after the Effective Date (“Additional Sites”) (clause (i), “95% Completion of EVDO Deployment”) by January 31, 2010 (an “EVDO Deadline”); 
 (ii) EVDO Deployment will be achieved at 98% or more of the total number of (a) the 595 Current Sites and (b) any Additional Sites (clause
(ii), “98% Completion of EVDO Deployment”) by January 31, 2011 (also, an “EVDO Deadline”); 
 (iii) Each EVDO
Deadline shall be extended to the extent a delay in EVDO Deployment is caused by (i) a force majeure event as set forth in Section 17.12, or (ii) acts or omissions by Sprint, an Affiliate of Sprint, Sprint Network Manager, or Sprint
Customers; and 
 (iv) The Alliances will use commercially reasonable efforts to implement EVDO in accordance with the build-out time frames
set forth in Schedule 7. The parties may update such build-out time frames upon mutual agreement. The parties will work together in good faith to jointly optimize EVDO Deployment, and maintain ongoing, periodic communications for the purpose
of keeping Sprint reasonably informed regarding the continuing progress of the Alliances EVDO Deployment efforts. 
 7.6.3 In the
event that the Alliances re-deploy 1X equipment from Current Sites to create new sites in geographic areas of the Market that previously lacked any coverage as of the Effective Date (“Re-Deployed Sites”), the Alliances shall have no
obligation to deploy EVDO to such Re-Deployed Sites. Re-Deployed Sites shall be excluded from calculation (excluded from both the numerator and the denominator) of whether the percentage of EVDO Deployment has met the 95% Completion of EVDO
Deployment or 98% Completion of EVDO Deployment set forth above in this Section 7.6 (including the calculation of the number of Current Sites and the number of Additional Sites). The Alliances will transmit a different network identification
code (SID/NID combination) for a Re-Deployed Site than the Alliances transmits to identify an Alliance EVDO Deployment site. 
 7.6.4
In the event that the Alliances fail to achieve 95% Completion of EVDO Deployment or 98% Completion of EVDO Deployment by the applicable EVDO Deadline (as extended in accordance with Section 7.6.2(iii)), such failure shall be an Event of
Default as contemplated by Section 14.1(ii) without the need for Sprint to provide the Alliances with any written notice of such Event of Default. Upon Alliances’ failure to achieve either 95% or 98% Completion of EVDO Deployment as of the
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accordance with Section 7.6.2(iii)), Sprint shall have the right to terminate this Agreement under Section 14.1(ii) by sending the Alliances
written notice of such termination within ninety (90) days of the applicable EVDO Deadline, unless the parties mutually agree in writing to extend such ninety (90) day period. Thereafter, if Sprint has not sent such written termination
notice within such ninety (90) day period, Sprint shall no longer have the right to terminate this Agreement based upon such failure. 
 7.6.5 After the EVDO Deadline set forth in Section 7.6.2(ii) above for the 98% Completion of EVDO Deployment of Current Sites and Additional Sites, if Sprint desires to have the Alliances implement EVDO at (i) any of the
remaining 2% of Current Sites or Additional Sites or (ii) any of the Re-Deployed Sites, Sprint shall provide the Alliances with a written request (“EVDO Request”) to deploy EVDO to such Current Site, Additional Site, or Re-Deployed
Site (“EVDO Request Site”). If, within sixty (60) days of receipt of such EVDO Request, the Alliances do not provide Sprint with a written commitment to deploy EVDO at the EVDO Request Site within six (6) months of such written
commitment, Sprint shall have the right, at its own expense, to deploy EVDO at the EVDO Request Site. Once deployed by Sprint, the Alliances will use commercially reasonable efforts to provide for seamless operation and connectivity with the
Alliances Network for the EVDO at the EVDO Request Site. The Alliances shall have the right to use the EVDO deployed by Sprint at the EVDO Request Site to provide services to the Alliances’ Customers at the Travel Data Rate. 
 7.7
Software Deployment Process 
 The Alliances agree to initially deploy the generally available software
release as described in Schedule 4 or a more current generally available software release. Thereafter, the Alliances will deploy subsequent generally available software releases such that the generally available software release used in
the Alliances Network, at any point in time during the term of this Agreement, is no more than two (2) generally available software releases behind the latest generally available software release available to the Alliances from its
vendors. Notwithstanding the foregoing, upon a written request from Sprint, the Alliances agree to promptly deploy any generally available software release that Sprint has had deployed in Sprint’s network for six (6) months or more.

 Sprint will ensure that the Alliances can purchase and deploy all additional software and feature sets beyond the generally available
software release required to support Q-Chat functionality for Sprint Customers only. Sprint agrees to reimburse the Alliances for all costs associated with providing Q-Chat to Sprint Customers above the costs for the acquisition of licenses for
the generally available software releases as set forth in this Section 7.7. Sprint will request in writing the software and feature sets required to support Q-Chat and ensure that they are available to the Alliances to deploy at the time
of such written request. The Alliances agree to deploy such software and feature sets within six (6) months after receiving the written request. 
  

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 8.
Licenses 
 8.1
General 
 Each Alliance represents that it is the holder of each of the Licenses (each, an
“Applicable License” and collectively, the “Applicable Licenses”). During the term of this Agreement, each Alliance agrees that it will comply in all material respects with all FCC rules and regulations regarding an applicable
License and will use its reasonable best efforts to maintain such License and to refrain from any action or inaction which may result in the revocation or other loss of such License. The Alliances will provide Sprint with any and all notices from
the FCC which could materially affect the Alliances’ ownership of the Licenses, the provision of PCS Services to Sprint or the Alliances’ performance of any other material covenant or obligation in this Agreement. Each Alliance represents
and warrants as to itself that each of the Applicable Licenses are in full force and effect and are not subject to any petition to deny or petition for reconsideration and that no other party holds any interest of any nature with regard to such
Licenses, other than security interests held by senior secured lenders to the Alliances or by the FCC or its agents. Sprint agrees to use commercially reasonable efforts not to take any action that would jeopardize the Alliances’, or another
License holder’s, ability to hold the Licenses, without penalty. 
 8.2
Renewals 
 The Alliances agree that they will use
their reasonable best efforts to obtain renewals of the Licenses throughout the term of this Agreement and, specifically, will file all required applications for renewal and will diligently and promptly pursue such renewal applications unless the
Alliances reasonably determine that the FCC has imposed such burdens upon the renewal of the Licenses that it is not commercially reasonable to renew such Licenses. In the event the Alliances determine that it is not commercially reasonable to renew
such Licenses, the Alliances shall give Sprint written notice of such determination no later than one hundred fifty (150) days prior to the expiration of the term of the Licenses (or any renewal term); provided, however, that in
the event the Alliances shall have determined to assign this Agreement, in accordance with the provisions of Section 16.2, with respect to a Market for which there is a License as to which a notice of non-renewal has been given, the Alliances
shall have the right to withdraw such notice and pursue the transfer of such License to the proposed assignee. To exercise such right, the Alliances must give written notice to Sprint prior to the sixtieth (60th) day before the expiration of the License, and the Alliances must provide Sprint with satisfactory assurances that the transfer of such License is reasonably likely to be
approved by the FCC with the result that Sprint would not experience an interruption of service in such Market. In the event the Alliances give a non-renewal notice and do not withdraw such notice as provided above, Sprint may, at its option, give
written notice, no later than sixty (60) days prior to the expiration of the Licenses, to the Alliances that the Alliances must file an application for FCC approval to transfer the Licenses from the Alliances to Sprint or one of its Affiliates
and that the Alliances must reasonably cooperate with Sprint to pursue the transfer and renewal of the Licenses. To the extent permitted by law, the parties will use their reasonable efforts to avoid the public disclosure of such filing. Sprint
agrees to promptly reimburse the Alliances for the reasonable legal and other costs associated with the development, filing and prosecution of 

  

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such application and the cooperation in pursuing the renewal. If the FCC approves such application for transfer, then, upon Sprint’s request, the
Alliances will transfer the Licenses (for no consideration) to Sprint or its Affiliate prior to the License expiration, and Sprint shall be responsible for any renewal fees required by the FCC. Notwithstanding the foregoing, in the event that
(a) the Alliances withdraw a notice of non-renewal (as provided in the second sentence of this Section) and (b) the Alliances receive a bona-fide offer to purchase such Licenses from a third-party, the Alliances will deliver such offer to
Sprint, and Sprint will have the right to purchase such Licenses, for the price and on the terms and conditions set forth in the offer. Sprint may exercise such right by giving written notice to the Alliances within ten (10) business days of
Sprint’s receipt of such offer. 
 9.
Audit 
 9.1
General 
 Each party will maintain complete and accurate records for twelve (12) months following
conclusion or expiration of all agreement payment obligations of all parties related to such records in a consistent form to substantiate the monetary payments and reporting and other obligations of one party to the other party under this Agreement.
Each party may, upon reasonable prior written notice, conduct during the other party’s regular business hours, and in accordance with applicable law and reasonable security requirements, audits of those records. Each party may seek a general
audit of these records no more than once every twelve (12) months. In addition, each party may seek limited audits of records relating to specific disputed payment and reporting obligations, not more than once every three (3) months. These
audit rights will survive until the period ending twelve (12) months following conclusion or expiration of all post-agreement payment obligations of all parties under this Agreement. During the term of this Agreement, the Alliances hereby grant
reasonable access to Sprint and its representatives to review and inspect the Alliances Network, including individual cell sites and the switch location(s); provided, that, Sprint provides reasonable advance notice to the Alliances and
the Alliances have the right to have an employee or representative present at all times during such inspection. 
 9.2
Procedure 
 Audits will be conducted in accordance with the following restrictions: (a) the audit
may be conducted by employees of the auditing party and/or by third-party representatives, (b) the audited party may require the auditing party’s employee to conduct the audit on the premises of the audited party, (c) the audited
party will have the right to have an employee or representative present at all times during the audit, (d) the auditing party will not have direct access to the audited party’s computer database without the consent of the audited party,
and will be entitled to review only those specific records of the audited party directly related to the monetary obligations of the audited party under this Agreement, and (e) the auditing party will provide reasonable advance notice of the
audit and the audit will be scheduled at a mutually acceptable time and the parties will avoid, to the extent reasonably practical, scheduling such audit in the months of January or February. Subject to the restrictions set forth above, the audited
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by either party in connection with those audits will be paid by the auditing party. However, the auditing party will not be responsible for any charges
associated with the services of any employee of the audited party. The audited party will have the right to have the results of any audit reviewed by the audited party’s internal auditing staff or by the audited party’s independent
accountants who then audit the financial statements of the audited party (“Independent Auditors”) and the cost of such an internal or Independent Auditors’ review will be borne by the audited party. The audited party must use its
commercially reasonable efforts to promptly correct any material deficiencies related to performance uncovered by an audit. 
 10.
Warranties 
 Except as otherwise provided in this agreement, the Alliances make no warranties, express or
implied, regarding the Alliances Network or the PCS Services or, if applicable, any equipment, including any warranties of merchantability or fitness for a particular purpose. The Alliances do not authorize anyone to make any warranty on their
behalf, and Sprint should not rely on any such statement. 
 11.
Trade Name, Trade Marks and Service Marks 
 11.1
The Alliances’ Rights 
 Sprint recognizes the right, title and interest of the Alliances in and to
all service marks, trademarks, trade names, trade dress, logos and other indicia of origin used in connection with the services and products sold by the Alliances (collectively, the “Alliances’ Marks”). Sprint will not engage in any
activities or commit any acts, directly or indirectly, that contest, dispute, or otherwise impair, or that may contest, dispute or otherwise impair the right, title or interest of the Alliances therein. Sprint acknowledges and agrees that nothing in
this Agreement grants to Sprint the right to use and Sprint agrees that it will not use any of the Alliances’ Marks or any service mark, trademark, trade name, trade dress, logos and other indicia of origin that is confusingly similar to or a
colorable imitation of any of the Alliances Marks and will not incorporate the Alliances’ Marks into service mark, trademark, trade name, trade dress, logos and other indicia of origin used or developed by Sprint. 
 11.2
Sprint’s Rights 
 The Alliances and NTELOS recognize the right, title and interest of Sprint service
marks, trademarks, trade names, trade dress, logos and other indicia of origin used in connection with the services and products sold by Sprint (collectively, the “Sprint Marks”). The Alliances and NTELOS will not engage in any activities
or commit any acts, directly or indirectly, that contest, dispute, or otherwise impair, or that may contest, dispute or otherwise impair the right, title or interest of Sprint and its Affiliates therein. The Alliances and NTELOS acknowledge and
agree that nothing in this Agreement grants to the Alliances or NTELOS the right to use and the Alliances and NTELOS agree that they will not use any Sprint Mark or any service mark, trademark, trade name, trade dress, logos, or other indicia of
origin that is confusingly similar to or a colorable imitation of any of the Sprint Marks and will not incorporate the Sprint Marks into any service mark, trademark, trade name, trade dress, logos, or other indicia of origin, used or developed by
the Alliances or NTELOS. The Alliances do not acquire or claim any right, title or interest in or to the Sprint Marks through the provision of PCS Service or products or otherwise. 
  

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 Notwithstanding anything to the contrary in this Section 11.2, Sprint agrees that the Alliances and
NTELOS may identify Sprint as the Preferred Nationwide Roaming Partner for the Alliances and NTELOS in their collateral and marketing materials, subject to Sprint’s prior review and written consent. The Alliances and NTELOS will submit to
Sprint for prior review and written consent any collateral and marketing materials containing Sprint’s name. Sprint will promptly review such materials and not unreasonably withhold its written consent to their use. 
 11.3
Remedies for Violations 
 If either party violates or threatens to violate Section 11, the other
party may exercise any right or remedy under this Agreement and any other right or remedy that it may have (now or hereafter existing) at law, in equity or under statute; provided, however, that such rights and remedies will not be
subject to the limitations set forth in Section 13.2. The parties agree that damages for violations of Section 11 may be difficult to ascertain or inadequate and that if either party violates or threatens to violate Section 11, the
other party may suffer irreparable harm and therefore may seek injunctive relief in addition to any other right or remedy under this Agreement and any other right or remedy that it may have (now or hereafter existing) at law, in equity or under
statute. The party that violates or threatens to violate Section 11 will not raise the defense of an adequate remedy at law. 
 12.
Insurance 
 12.1
Sprint Insurance 
 Sprint must, during the term of this Agreement and at its sole expense, obtain and
keep in force, the following insurance: (a) Commercial General Liability Coverage, including personal injury, bodily injury, property damage, operations hazard, independent contractor coverage, contractual liability, and products and completed
operations liability, in limits not less than three million dollars ($3,000,000) for each occurrence (combined single limit), with Sprint named as insured in the policy and the Alliances named as additional insured in the policy; and
(b) Worker’s Compensation and Employer’s Liability insurance. All required insurance policies must be taken out with reputable national insurers that are licensed to do business in the jurisdictions where Sprint is doing business. The
coverage amounts set forth may be met by a combination of underlying and umbrella policies so long as in combination the limits equal or exceed those stated amounts set forth. Sprint agrees that certificates of insurance will be delivered to the
Alliances within fifteen (15) days of the Effective Date. All policies must contain an undertaking by the insurers to notify the Alliances in writing not less than thirty (30) days before any cancellation of the insurance. The provision of
insurance required in this Agreement will not be construed to limit or otherwise affect the liability of Sprint to the Alliances. 
  

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 12.2
The Alliances Insurance 
 The Alliances must, during the term of this Agreement and at their sole
expense, obtain and keep in force, the following insurance: (a) Commercial General Liability Coverage, including personal injury, bodily injury, property damage, operations hazard, independent contractor coverage, contractual liability, and
products and completed operations liability, in limits not less than three million dollars ($3,000,000) for each occurrence (combined single limit), with the Alliances named as insured in the policy and Sprint named as additional insured in the
policy; and (b) Worker’s Compensation and Employer’s Liability insurance. All required insurance policies must be taken out with reputable national insurers that are licensed to do business in the jurisdictions where the Alliances are
doing business. The coverage amounts set forth may be met by a combination of underlying and umbrella policies so long as in combination the limits equal or exceed those stated amounts set forth. The Alliances agree that certificates of insurance
will be delivered to Sprint within fifteen (15) days of the Effective Date. All policies must contain an undertaking by the insurers to notify Sprint in writing not less than thirty (30) days before any cancellation of the insurance. The
provision of insurance required in this Agreement will not be construed to limit or otherwise affect the liability of the Alliances to Sprint. 
 13.
Indemnification; Limitation of Liability 
 13.1
Indemnification 
 Subject to the limitations set forth in Section 13.2, a party (the
“Indemnitor”) agrees to indemnify, defend and hold harmless the other party and its directors, officers, employees, agents, successors and assigns (separately and collectively, the “Indemnitee”) from and against any third-party
liabilities, claims, demands, losses, damages, costs and expenses, including reasonable attorneys’ fees incurred or suffered by the Indemnitee, arising out of (a) a breach by the Indemnitor of any covenant, representation or agreement in
this Agreement, (b) an act or omission of the Indemnitor in the performance or non-performance of its obligations under this Agreement, (c) property damage or personal injury which may be assessed against or incurred by the Indemnitee
relating to or arising out of any negligent, grossly negligent or intentional misconduct or omission of the Indemnitor or its directors, officers, employees, agents, successors and assigns in connection with the provision or use of services under
this Agreement or (d) the violation by the Indemnitor of any law, regulation or ordinance applicable to the Indemnitor. 
 13.2
Indemnification Procedures 
 13.2.1 Notice 
 The Indemnitee will give the Indemnitor written notice within thirty (30) days of becoming aware that any formal or informal claim, demand, or
request for indemnified losses under Section 13.1 will be or has been made against the Indemnitee, either individually or with others, (the “Indemnification Claim”). 
  

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 13.2.2 Defense by Indemnitor 
 If, within thirty (30) days after the giving of notice, the Indemnitee receives written notice from the Indemnitor stating that the Indemnitor
intends to dispute or defend against the Indemnification Claim, the Indemnitor will have the right to select counsel of its choice and to dispute or defend against the claim, demand, liability, suit, action or proceeding, at its expense. The
Indemnitee shall fully cooperate with the Indemnitor in the dispute or defense so long as the Indemnitor is conducting the dispute or defense diligently and in good faith; but the Indemnitor will not be permitted to settle the Indemnification Claim
without the prior written approval of the Indemnitee, which approval will not be unreasonably delayed or withheld. Even though the Indemnitor selects counsel of its choice, the Indemnitee has the right to additional representation by counsel of its
choice to participate in the defense at Indemnitee’s sole cost and expense. 
 13.2.3 Defense by Indemnitee 
 If (a) no notice of intent to dispute or defend the Indemnification Claim is received by Indemnitee within the thirty (30) day period, or
(b) diligent and good faith defense is not being, or ceases to be, conducted, by the Indemnitor, the Indemnitee has the right to dispute and defend against the Indemnification Claim at the sole reasonable cost and expense of Indemnitor, but the
Indemnitee will not permitted to settle the Indemnification Claim without the prior written approval of the Indemnitor, which approval will not be unreasonably withheld. 
 13.3
Limitation of Liability 
 EXCEPT FOR RIGHTS AND REMEDIES SPECIFICALLY PROVIDED FOR IN THIS AGREEMENT AND
A PARTY’S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES AS A RESULT OF THE PERFORMANCE OR NON-PERFORMANCE OR BREACH OF ITS OBLIGATIONS UNDER THIS
AGREEMENT, ITS ACTS OR OMISSIONS RELATED TO THIS AGREEMENT OR ITS USE OF THE PCS SERVICES. 
 14.
Breach, Remedies and Early Termination of the Agreement 
 14.1
Breach 
 An event of default (an “Event of Default”) shall occur if: 
 (i) a party fails to make a payment of money when due, which failure continues for more than ten (10) business days after receipt of written notice
from the other party; 
 (ii) a party fails to comply with any other material representation, warranty, obligation or covenant set forth in
this Agreement, which failure either (A) continues for a period of more than sixty (60) consecutive days after receipt of written notice from the nonbreaching party specifying the breach or (B) is of a nature to require more than
sixty (60) consecutive days 

  

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(after receipt of notice from the nonbreaching party specifying the breach) to cure and continues for a period of more than the shorter of (x) one
hundred twenty (120) consecutive days or (y) the period reasonably required to cure; except that this extended cure period is only available if the breaching party diligently works towards a cure; 
 (iii) a party fails to comply with Section 11, if that failure is not cured promptly upon receipt of notice from the party owning or enforcing that
mark or in case of the repeated violations after receipt of the notice on one occasion; 
 (iv) a party ceases to do business as a going
concern; 
 (v) a party is unable or admits its inability to pay its debts as they become due; or 
 (vi) a party institutes a voluntary proceeding, or becomes the subject of an involuntary proceeding which involuntary proceeding is not dismissed within
sixty (60) days, under any bankruptcy act, insolvency law or any law for the relief of debtors, has a receiver appointed for the party which appointment is not dismissed, vacated or stayed within sixty (60) days, or executes a general
assignment for the benefit of creditors. 
 Upon the occurrence of an Event of Default, the non-breaching party may, upon written notice to
the breaching party, terminate this Agreement in its entirety or with respect to one or more Markets, depending on the nature of the breach, and, subject to the limitations set forth in Section 13.3, pursue any other right or remedy under this
Agreement, or at law or in equity. Termination of this Agreement for any cause does not release either party from any liability which, at the time of termination, has already accrued to the other party, or which may accrue in respect of any act or
omission prior to termination or from any obligation which is expressly stated to survive the termination. Sprint will remain responsible for its obligations to its agents and Sprint Customers. 
 14.2
Phase-Out Period 
 Upon notice of non-renewal of this Agreement pursuant to Section 3.2 or notice of
termination of this Agreement pursuant to 14.1 or Section 7.6.4, the Alliances, at Sprint’s request, will continue to provide PCS Services to Sprint on the terms provided for in this Agreement and at rates identical to the last scheduled
calendar year of the term, for up to eighteen (18) months (the “Phase-Out Period”) (as determined by Sprint, subject to sixty (60) days of advance notice of termination of the Phase-Out Period) after the notice of non-renewal.

 15.
Confidentiality 
 15.1
Restriction 
 Each party agrees that it will not disclose any Proprietary Information received from the
other party except as expressly provided in this Agreement. Each party agrees to use the Proprietary Information received from the other party only for the purpose of this Agreement. Except to the extent otherwise expressly provided herein,
Proprietary Information will only be 

  

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disseminated to such employees and other persons that have a bona-fide need-to-know of such information in order to assist a party in the performance of its
obligations or the exercise of its rights under this Agreement. These obligations shall be binding upon the successors and assigns of each party. No other rights, and particularly licenses, to trademarks, inventions, copyrights, patents, or any
other intellectual property rights are implied or granted under this Agreement or by the conveying of Proprietary Information between the parties. Proprietary Information means all information a party discloses to the other party which is marked
“Confidential”, “Restricted”, “Proprietary”, or with some similar writing indicating the disclosing party considers the disclosed information to be proprietary. Notwithstanding the foregoing, (a) the
Alliances and NTELOS shall have the right to make disclosures to (i) financing sources, to the extent reasonably related to the financing provided to or sought by the Alliances or NTELOS by its current or prospective financing sources,
(ii) the Alliances Network’s infrastructure equipment vendor(s), to the extent reasonably related to compliance with network requirements under this Agreement and debt financing or guarantees provided by such vendor(s), and
(iii) NTELOS Affiliates, accountants, bankers, current or prospective financing sources, consultants, or other parties with a bona fide interest in the financial performance and financial condition of NTELOS and the Alliances, provided that
such persons agree to maintain the confidentiality of the Proprietary Information in accordance with the terms of this Agreement; and (b) NTELOS shall have the right to disclose the amount of revenue (by category) and the percentage change in
rates (by category) under this Agreement in its consolidated financial statements. 
 15.2
Return 
 All Proprietary Information, unless otherwise specified in writing, must be returned to the
disclosing party or destroyed after the receiving party’s need for it has expired or upon request of the disclosing party, and, in any event, within ten (10) days of termination of this Agreement. At the request of the disclosing party,
the receiving party will furnish a certificate of an officer of the receiving party certifying that Proprietary Information not returned to disclosing party has been destroyed. 
 15.3
Limitation 
 The parties agree that the term “Proprietary Information” does not include
information which: 
 (a) has been or may in the future be published or is now or may in the future be otherwise in the public domain through
no fault of the receiving party; 
 (b) prior to disclosure pursuant to this Agreement is properly within the legitimate possession of the
receiving party; 
 (c) subsequent to disclosure pursuant to this Agreement is lawfully received from a third-party having rights in the
information without restriction of the third-party’s right to disseminate the information and without notice of any restriction against its further disclosure; 
 (d) is independently developed by the receiving party through parties who have not had, either directly or indirectly, access to or knowledge of Proprietary Information; or 
  

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 (e) is obligated to be produced under order of a court of competent jurisdiction or other similar
requirement of a governmental agency, so long as the party required to disclose the information provides the other party with prior notice of the order or requirement. 
 15.4
Relief 
 If either party violates or threatens to violate this Section 15, the other party may
exercise any right or remedy under this Agreement and any other right or remedy that it may have (now or hereafter existing) at law, in equity or under statute. The parties agree that damages for violations of Section 15 may be difficult to
ascertain or inadequate and that if either party violates or threatens to violate Section 15, the other party may suffer irreparable harm and therefore may seek injunctive relief in addition to any other right or remedy under this Agreement and
any other right or remedy that it may have (now or hereafter existing) at law, in equity or under statute. The party that violates or threatens to violate Section 15 will not raise the defense of an adequate remedy at law, subject to the
limitations set forth in Section 13.2. A party must not disclose Proprietary Information during the term of this Agreement and for a period of one (1) year from the date of termination of this Agreement. 
 16.
Assignment 
 16.1
By Sprint 
 Sprint may not assign this Agreement, without the Alliances’ prior written consent,
which consent may not be unreasonably withheld or delayed. Sprint hereby agrees that it will not sell, assign or transfer any material amount of the PCS Business (including Sprint Customers) in one or more Markets unless it first obtains and
delivers to Sprint and the Alliances a written commitment from the transferee of such operations to be bound by, and to perform, the obligations of Sprint under this Agreement with respect to such Market(s). 
 16.2
By the Alliances or NTELOS 
 Neither the Alliances nor NTELOS may assign this Agreement without
Sprint’s prior written consent, which consent may not be unreasonably withheld or delayed. The Alliances or NTELOS may collaterally assign this Agreement as security interest and to any entity which is or becomes a senior secured lender to the
Alliances or NTELOS without the need to obtain Sprint’s consent. If the Alliances sell all or substantially all of their assets in one or more Markets, the Alliances shall require the purchaser of such assets to assume the obligations of the
Alliances under this Agreement in such Markets(s), and the assumption of such obligations shall be a condition to closing such asset acquisition. 
 16.3
NTELOS Process 
 16.3.1 If at any time during the term of this Agreement, NTELOS
(i) initiates a process to pursue a potential sale of 50% or more of Alliances’ assets or equity interests (a “Transaction”) to any third party (other than any National Sprint Competitor), or (ii) receives a bona fide
proposal from any third party (other than any National Sprint Competitor) for a Transaction that NTELOS elects to pursue, NTELOS will invite Sprint to participate in such 

  

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process. NTELOS will not consummate a Transaction with any third party on terms, taken as a whole in NTELOS’ sole discretion, that are less favorable to
NTELOS than the terms, taken as a whole set forth in any offer received from Sprint (taking into account any aspects of such competing Transactions, including legal, financial (including the financing terms of such Transaction), regulatory or other
considerations deemed relevant by NTELOS in its sole discretion), provided that such offer from Sprint has been made within the time line allowing NTELOS to consider the Sprint proposal while considering other proposals. Notwithstanding the
foregoing, NTELOS may conduct such process in any manner that NTELOS, in its sole discretion, determines, including (i) changing the procedures relating to its consideration of any Transaction at any time without prior notice to Sprint or any
other person, (ii) rejecting any and all proposals made with regard to a Transaction, (iii) terminating discussions and negotiations with Sprint or any other person at any time and for any reason, and (iv) terminating such process,
provided that in the event that NTELOS subsequently initiates a process after such termination, NTELOS will invite Sprint to participate in such process. 
 16.3.2 If at any time during the term of this Agreement, NTELOS initiates a process to pursue a Transaction with any National Sprint Competitor, NTELOS will follow the process set forth in Section 16.3.1;
provided, however, that NTELOS will allow Sprint to conduct reasonable due diligence with respect to the proposed Transaction in accordance with procedures to be established by NTELOS for a period of twenty-one (21) calendar days from the date
NTELOS provides Sprint with notice of such Transaction (the “Offering Period”). NTELOS will permit Sprint to make a bona fide written offer with respect to a Transaction within the Offering Period (the “Sprint Offer”). After the
Offering Period, NTELOS may pursue the Transaction with any third party, provided that NTELOS will not consummate a Transaction with any National Sprint Competitor on terms, taken as a whole in NTELOS’ sole discretion, that are less favorable
to NTELOS than the terms, taken as a whole set forth in the Sprint Offer (taking into account any aspects of such competing Transactions, including legal, financial (including the financing terms of such Transaction), regulatory or other
considerations deemed relevant by NTELOS in its sole discretion). 
 16.3.3 If at any time during the term of this Agreement, NTELOS
receives a bona fide proposal from any National Sprint Competitor for a Transaction that NTELOS elects to pursue, NTELOS will invite Sprint to participate; however, the Offering Period set forth in Section 16.3.2 shall not apply. In the event
that NTELOS terminates negotiation with such National Sprint Competitor and subsequently initiates a process to pursue a Transaction with any National Sprint Competitor, such process will be subject to the Offering Period in accordance with
Section 16.3.2. 
 16.3.4 The parties acknowledge and agree that (i) nothing set forth herein requires NTELOS to violate any
applicable law or regulation, its obligations to third parties, or its fiduciary duty, and (ii) NTELOS’ sole discretion under this Section 16.3 shall be subject to any obligations NTELOS may have under any applicable law or
regulation, its obligations to third parties, or its fiduciary duty. 
  

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 16.4
Proprietary Information 
 In the event that the Alliances (i) sell all or substantially of their
equity interests to a wireless communications services provider (other than Sprint) or (ii) assign this Agreement to a wireless communications services provider (other than Sprint) in accordance with Section 16.2 (clauses (i) and
(ii) collectively, a “Wireless Successor”), at Sprint’s option, Sprint may require the Wireless Successor to engage a third party (to be selected by mutual agreement of the parties) to process certain Proprietary Information
(subject to Section 15) required to be provided by Sprint in accordance with Schedule 2; provide, however, that (i) Sprint shall identify such Proprietary Information that will be subject to this Section 16.4, (ii) such
arrangement shall not prohibit, impede, or adversely affect the Alliances’ (or the Wireless Successor’s) ability to perform their obligations under this Agreement, and (iii) Sprint and the Alliances (or the Wireless Successor) shall
share equally the cost of engaging such third party. 
 17.
General Provisions 
 17.1
Notices and Inquiries 
 Except as otherwise provided, all notices and inquiries required or permitted to
be given by any provision of this Agreement must be in writing and mailed (certified or registered mail, postage prepaid, return receipt requested) or sent by hand or overnight courier, (with acknowledgment received by the courier), or by facsimile
(with facsimile acknowledgment) addressed as follows: 
  

			
	If to Sprint:	  	 Sprint Spectrum, L.P.
 6200 Sprint Parkway
 Eisenhower A
 Overland Park, Kansas 66251
 Attention: Senior Vice President PCS
 Facsimile (913)
794-0130

		
	With copies to:	  	 Sprint Spectrum, L.P.
 6200 Sprint Parkway
 Eisenhower A
 Overland Park, Kansas 66251
 Attention: General Counsel
 Facsimile (913) 523-7700
  
 Sprint Spectrum, L.P.
 Legal – Telecom Management & Privacy
 Attention: Managing Senior Counsel
 P O Box 7966
 Shawnee Mission, KS 66207-0966

		
	 If to the Alliances,
 or
NTELOS:
	  	 NTELOS Inc.
 401 Spring Lane, Suite 300
 Waynesboro, VA 22980
 Attention: Chief Executive Officer
 Facsimile (540) 946-3595


  

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	With a copy to:	  	 NTELOS Inc.
 401 Spring Lane, Suite 300
 Waynesboro, VA 22980
 Attention: Senior Vice President-Legal and Regulatory

 Facsimile (540) 946-3595


 Any party may from time to time specify a different address by notice to the other party. Any
notice will be deemed to be delivered, given, and/or received for all purposes as of the date so delivered. 
 17.2
Construction 
 The definitions in this Agreement apply equally to both the singular and plural forms of
the terms defined. Whenever the context requires, any pronoun includes the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” are deemed to be followed by the phrase
“without limitation”. Unless the context otherwise requires, any references to any agreement, schedule or exhibit or to any other instrument or statute or regulation are to it as amended and supplemented from time to time (and, in the case
of a statute or regulation, to any corresponding provisions of successor statutes or regulations). Unless this Agreement specifically refers to “business” days, any reference in this Agreement to a “day” or number of
“days” is a reference to a calendar day or number of calendar days. If any action or notice is to be taken or given on or by a particular calendar day, and that calendar day is not a business day for the Alliances or Sprint then the action
or notice will be deferred until, or may be taken or given on, the next business day. This Agreement will be construed simply according to its fair meaning and not strictly for or against any party. No rule of construction requiring interpretation
against the draftsperson will apply in the interpretation of this Agreement. 
 17.3
Independent Contractors 
 The parties do not intend to create any agency, partnership, joint venture or
other profit-sharing arrangement, landlord-tenant, or lessor-lessee relationship, or any relationship other than seller-buyer. Neither party will represent itself as an agent or representative of the other, and neither party shall have the right to
contractually bind the other. The staff employed or contracted for by the employing party to perform services in connection with this Agreement are not employees or agents of the other party and each party assumes full responsibility and liability
for their acts and omissions, including compliance by its staff with this Agreement, applicable federal, state and local laws, regulations, and judicial or regulatory orders, and relevant industry standards. All staff will be employed or contracted
for at the employing party’s sole expense and the employing party will be solely responsible for any and all employment benefits and withholdings issues, including, workers’ compensation, disability benefits, unemployment insurance or
withholding income taxes and social security. 
  

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 17.4
Survival 
 The provisions of Sections 9, 10, 11, 13, 14, 15 and 17 will survive termination of this
Agreement. 
 17.5
Headings 
 The article and other headings contained in this Agreement are for reference purposes only and
are not intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any provision of this Agreement. 
 17.6
Severability 
 Every provision of this Agreement is intended to be severable. If any term or provision of
this Agreement is illegal, invalid or unenforceable for any reason whatsoever, that term or provision will be enforced to the maximum extent permissible so as to affect the intent of the parties, and the illegality, invalidity or unenforceability
will not affect the validity or legality of the remainder of this Agreement. If necessary to effect the intent of the parties, the parties will negotiate in good faith to amend this Agreement to replace the unenforceable language with enforceable
language which as closely as possible reflects the intent. 
 17.7
Governing Law 
 This Agreement will be governed by and construed in accordance with the laws of the State
of Delaware without giving effect to choice of law rules. 
 17.8
Counterpart Execution 
 This Agreement may be executed in any number of counterparts with the same effect
as if each party had signed the same document. All counterparts will be construed together and will constitute one agreement. 
 17.9
Entire Agreement; Amendments 
 This Agreement, including the Schedules and Exhibits, sets forth the
entire agreement and understanding between the parties as to the subject matters covered therein and supersedes all prior agreements, oral or written, and other communications between the parties relating to the subject matter of this Agreement,
including the Previous Agreement. Except as otherwise provided in this Agreement, no amendment or modification of this Agreement will be valid or binding upon the parties unless made in writing and signed by the duly authorized representatives of
both parties. 
  

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 17.10
Parties in Interest; Limitation on Rights of Others 
 Except as otherwise provided in this Agreement, the
terms of this Agreement will be binding upon and inure to the benefit of the parties hereto and their successors and assigns. Nothing in this Agreement, whether express or implied, will be construed to give any person other than the parties and
their successors and assigns any legal or equitable right, remedy or claim under or in respect of this Agreement or any covenants, conditions or provisions contained in this Agreement. 
 17.11
Waivers; Remedies 
 The observance of any term of this Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively) by the party entitled to enforce the term, but any waiver is effective only if in a writing signed by the party against which the waiver is to be asserted. Except as otherwise provided
in this Agreement, no failure or delay of any party in exercising any right under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right, or any abandonment or discontinuance of steps to enforce the
right, preclude any other or further exercise thereof or the exercise of any other right. 
 17.12
Force Majeure 
 If the performance of this Agreement is interfered with by any circumstance beyond the
reasonable control of the party affected, the party affected by the force majeure is excused on a day-by-day basis to the extent of the interference, if the party notifies the other party as soon as practicable of the nature and expected duration of
the claimed force majeure, uses all commercially reasonable efforts to avoid or remove the causes of nonperformance and resumes performance promptly after the causes have been removed. A “force majeure” under this Section 17.12
includes (i) acts of God, such as fire, flood, earthquake or other natural cause; (ii) terrorist events, riots, insurrections, war or national emergency; (iii) strikes, boycotts, or lockouts; (iv) the lack of or inability to
obtain permits or approvals by any Governmental Authority through no fault of the party seeking such permits or approvals; and (v) requirements imposed by any Governmental Authority after the Effective Date. 
 17.13
Disclosure 
 All media releases and public announcements or public disclosures initiated by either party
relating to this Agreement, its subject matter or the purpose of this Agreement are to be coordinated with and consented to by the other party in writing, which consent shall not be unreasonably withheld, prior to the release thereof. 
 17.14
Dispute Resolution 
 The parties may, but are not obligated to, resolve any issue, dispute, or
controversy arising out of or relating to this Agreement using the following procedures. Any party may give the other party notice of any dispute not resolved in the normal course of business. Within ten (10) business days after delivery of
such notice, representatives of both parties may meet at a mutually acceptable time and place, and thereafter as often as they 

  

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reasonably deem necessary, to exchange relevant information and to attempt to resolve the dispute by the respective representatives of both parties within
the time frames and escalation process set forth below: 
  

					
	 	  	 Sprint
 (Name/Title)
	  	 NTELOS/Alliances
 (Name/Title)

			
	 Within ten (10)
 business days
	  	Wes Coffindaffer, Director Roaming Services	  	Clark Brule, Director of Intercarrier Relations & Wireless Administration
			
	 Within twenty (20)
 business
days
	  	Chris Weasler, Vice-President – Global Advocacy	  	Carl Rosberg, President-Wireless
			
	 Within thirty (30)
 business
days
	  	Chris Rogers, Senior Vice-President – Corporate Development	  	James Quarforth, Chief Executive Officer

 17.15
Relationship of this Agreement and the Previous Agreement 
 The Previous Agreement shall terminate in its
entirety as of the Effective Date. This Agreement shall supersede and replace the Previous Agreement in its entirety as of the Effective Date. 
 17.16
Release of Claims Arising Under Previous Agreement 
 Except for amounts owed by Sprint to the Alliances
under the current outstanding bill, each party hereto hereby releases and discharges each of the other parties from any and all claims for damages, known or unknown, arising out of the performance or non-performance of the obligations of such other
parties under the Previous Agreement prior to the Effective Date. 
 17.17
Duty of Good Faith and Fair Dealing 
 Each party hereto has a duty of good faith and fair dealing in
connection with its performance under this Agreement. Each party shall perform its obligations under this Agreement in a diligent, legal, ethical and professional manner so as to advance the purposes and intent of this Agreement. 
 [Signatures appear on the following page] 
  

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 This Agreement is made as of the date first written above. 
  

									
	 WEST VIRGINIA PCS ALLIANCE, L.C.
	 		 	SPRINT SPECTRUM L.P.
					
	 By:
	 	 /s/ James S. Quarforth
	 		 	By:	 	 /s/ Christopher T. Rogers

	 Name:
	 	James S. Quarforth	 		 	Name:	 	Christopher T. Rogers
	 Its:
	 	Chief Executive Officer	 		 	Its:	 	Senior Vice President
			
	 VIRGINIA PCS ALLIANCE, L.C.
	 		 	 SPRINT SPECTRUM L.P.,
 on behalf
of and as an agent for,
 SPRINTCOM, INC.

					
	 By:
	 	 /s/ James S. Quarforth
	 		 	By:	 	 /s/ Christopher T. Rogers

	 Name:
	 	James S. Quarforth	 		 	Name:	 	Christopher T. Rogers
	 Its:
	 	Chief Executive Officer	 		 	Its:	 	Senior Vice President
				
	 NTELOS INC.
	 		 		 	
					
	  
 By:
	 	  
 /s/ James S.
Quarforth
	 		 		 	
	 Name:
	 	 James S. Quarforth
	 		 		 	
	 Its:
	 	 Chief Executive Officer and President
	 		 		 	

  

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 Schedule 1 
 Markets 
  

					
	 BTA
	  	License Holder	  	Minimum BTA
Spectrum Holdings
(MHz)
	 Virginia BTAs
	  		  	
	 Danville, VA
	  	VA Alliance	  	15
	 Lynchburg, VA
	  	VA Alliance	  	15
	 Martinsville, VA
	  	VA Alliance	  	15
	 Roanoke, VA
	  	VA Alliance	  	15
	 Staunton-Waynesboro, VA
	  	VA Alliance	  	15
	 Charlottesville, VA
	  	VA Alliance	  	15
			
	 West Virginia BTAs
	  		  	
	 Bluefield, WV
	  	WV Alliance	  	15
	 Beckley, WV
	  	WV Alliance	  	15
	 Charleston, WV
	  	WV Alliance	  	15
	 Huntington, WV- Ashland, KY1
	  	WV Alliance	  	15
	 Morgantown, WV
	  	WV Alliance	  	15
	 Clarksburg/Elkins, WV
	  	WV Alliance	  	10
	 Fairmont, WV
	  	WV Alliance	  	15



	 1
	 Other than Gallia and Greenup Counties (except that the Alliances maintain cell
sites in Greenup, KY and Flatwoods, KY in Greenup County.) 








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 Schedule 2 
 PCS Services Pricing 
 The prices for all PCS Services provided by the Alliances to Sprint Customers will be at the rates provided in this Schedule 2. 
 I. VOICE 
 A. Home Voice Customers

 1. Initial Prices 
 Beginning on July 1, 2007, the rates for Sprint Customers with local telephone numbers in the Markets (currently based on NPA/NXX codes) to access PCS Services (“Home Voice Customers”) shall be fixed through and up to
July 1, 2008 as follows: 
  

								
	 Volume Tier Home Voice Customer Voice Rates

	 Tier
	  	From MOU	  	To MOU	  	MOU Rate ($)
	 1
	  	0	  	125,000,000	  	$	0.0326
	 2
	  	125,000,001	  	144,999,999	  	$	0.0293
	 3
	  	145,000,000	  	164,999,999	  	$	0.0264
	 4
	  	165,000,000	  	184,999,999	  	$	0.0238
	 5
	  	185,000,000	  	204,999,999	  	$	0.0214
	 6
	  	205,000,000	  	224,999,999	  	$	0.0192
	 7
	  	225,000,000	  	244,999,999	  	$	0.0173
	 8
	  	245,000,000	  	264,999,999	  	$	0.0156
	 9
	  	265,000,000	  	284,999,999	  	$	0.0140
	 10
	  	285,000,000	  	304,999,999	  	$	0.0126
	 11
	  	305,000,000	  	324,999,999	  	$	0.0114
	 12
	  	325,000,000	  	344,999,999	  	$	0.0102
	 13
	  	345,000,000	  	364,999,999	  	$	0.0092
	 14
	  	365,000,000	  	384,999,999	  	$	0.0083
	 15
	  	385,000,000
or greater	  		  	$	0.0075

 2. Price Resets 
 Beginning with the first calendar month following the first anniversary of the Effective Date (i.e., July 1, 2008), and every six
(6) months thereafter, each of the Volume Tier Home Voice Customer Voice Rates set forth above shall be reset based on sixty percent (60%) of the percentage change in the National Average Sprint Retail Voice Revenue Yield (“National
ASRVRY”) during the most recently completed six (6) month period less one (1) calendar quarter (“National ASRVRY-1”) as compared with the National ASRVRY for the six (6) month period immediately prior to the six
(6) month period used to determine National ASRVRY-1 (“National ASRVRY-2”). 
  

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 The National ASRVRY for the applicable six (6) month period shall be the average of the Monthly National ASRVRY for each month during that six (6) month period. The “Monthly ASRVRY” shall be
calculated by dividing Sprint’s National Retail Voice Average Revenue Per Unit (“National Retail Voice ARPU”) for each month by Sprint’s National Retail Voice Usage for that same month. Sprint’s National Retail Voice ARPU
shall be calculated for each month in accordance with Section V of this Schedule 2. Sprint’s “National Retail Voice Usage” is defined as the total number of PCS Services voice minutes used by Sprint Specific Customers in each
month of the applicable period divided by the average number of Sprint Specific Customers in the same month of the applicable period. 
 By way of example, for the price reset occurring on July 1, 2008, the National ASRVRY-1 would
be the average of the Monthly ASRVRY for October of 2007 through and including March of 2008 and National ASRVRY-2 would be the average of the Monthly ASRVRY for April of 2007 through and including September of 2007. 
 The “Home Voice Customer Reset Percentage” is calculated by multiplying the result of 1 minus the ratio of National ASRVRY-1 to National
ASRVRY-2 by 0.60 (1-(National ASRVRY-1/Natioanl ASRVRY-2)) * 0.6). 
 Once the Home Voice Customer Reset Percentage is determined, the new
Tier 1 rate will be calculated by multiplying (i) the then prevailing Tier 1 rate by (ii) the result of 1 minus the Home Voice Customer Reset Percentage. The rates for each of the fourteen (14) additional pricing tiers shall be reset
such that there is a ten percent (10%) decline from the previous tier. 
 On or
before the 45th calendar day after the end of each calendar quarter, for purposes of calculating the National ASRVRY, Sprint shall provide the Alliances
with Sprint’s National Retail Voice ARPU for each month of the most recently completed calendar quarter and Sprint’s National Retail Voice Usage for each month of the most recently completed calendar quarter. If Sprint does not provide
such information on or before such 45th calendar day after the end of any calendar quarter, and after ten (10) days notice to Sprint, the Alliances
shall have the option, in the Alliance’s discretion, (i) to continue to charge the Home Voice Customer Voice Rates from the preceding six (6) month period for an additional six (6) month period or (ii) to implement the price
reset retroactively upon receiving the required information from Sprint. 
 Sprint must provide to the Alliances, at the
request of the Alliances, documentation reasonably adequate for the Alliances to verify Sprint’s National Retail Voice ARPU and Sprint’s National Retail Voice Usage. Such documentation shall be derived from public documents and reports
filed or released by Sprint. In the event of a dispute regarding the determination of the National ASRVRY, the parties shall work in good faith to resolve such dispute using the procedures set forth in Section 17.14 of the Agreement;
provided, however, for the purpose of calculating the Home Voice Customer 

  

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 price reset, no changes will occur in
Sprint’s National Retail Voice ARPU or Sprint’s National Retail Voice Usage until such dispute is resolved, and upon resolution, the new Home Voice Customer Voice Rates will apply retroactively to the beginning of the relevant period
(including an appropriate adjustment for interest to the owed party at a daily interest rate equal to .0491% compounded monthly). In the event that the parties are unable to resolve the dispute within thirty (30) days following a notice by the
Alliances of a dispute, the parties agree to follow the dispute resolution procedures described in Section III of this Schedule 2. 
 3. Long Distance 
 Sprint shall provide long-distance telephone services to Sprint Home Voice Customers using the Alliances
Network for PCS Services in the Markets by interconnecting, and paying all costs related thereto, with direct telecommunications circuits to the Alliances Network facilities. 
 B. Travel Voice Customers 
 1. Initial Prices 
 Beginning on July 1, 2007, the rate for Sprint Customers with local phone numbers outside the
Markets (currently based on NPA/NNX codes) to access PCS Services (“Travel Voice Customers”) shall be $0.042 per Minute of Use (“MOU”) up to July 1, 2008. 
 2. Price Resets 
 Beginning with the first (1st) calendar month following the first (1st) anniversary of the Effective Date and every six (6) months
thereafter, the Travel Voice Customers Voice Rate for the next six (6) months shall be reset to equal ninety percent (90%) of the National ASRVRY during the most recently completed six (6) month period less one (1) calendar
quarter. By way of example, for the price reset occurring on July 1, 2008, the National ASRVRY will be the average yield for the Fourth Quarter of 2007 through the First Quarter of 2008. 
 On or before the 45th calendar day after the end of each calendar quarter, for purposes of calculating the National ASRVRY, Sprint shall provide the Alliances with Sprint’s National Retail Voice ARPU for each month of the most
recently completed calendar quarter and Sprint’s National Retail Voice Usage for each month of the most recently completed calendar quarter. If Sprint does not provide such information on or before such 45th calendar day after the end of any calendar quarter, and after ten (10) days notice to Sprint, the Alliances shall have the option, in the Alliance’s discretion,
(i) to continue to charge the Travel Voice Customer Voice Rates from the preceding six (6) month period for an additional six (6) month period or (ii) to implement the price reset retroactively upon receiving the required
information from Sprint. 
  

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 Sprint must provide to the Alliances, at the request of the Alliances, documentation reasonably adequate for the Alliances to verify Sprint’s National Retail Voice ARPU and Sprint’s National Retail Voice
Usage. Such documentation shall be derived from public documents and reports filed or released by Sprint. In the event of a dispute regarding the determination of the National ASRVRY, the parties shall work in good faith to resolve such dispute
using the procedures set forth in Section 17.14 of the Agreement; provided, however, for the purpose of calculating the Travel Voice Customer price reset, no changes will occur in Sprint’s National Retail Voice ARPU or
Sprint’s National Retail Voice Usage until such dispute is resolved, and upon resolution, the new Travel Voice Customer Voice Rates will apply retroactively to the beginning of the relevant period (including an appropriate adjustment for
interest to the owed party at a daily interest rate equal to .0491% compounded monthly). In the event that the parties are unable to resolve the dispute within thirty (30) days following a notice by the Alliances of a dispute, the parties agree
to follow the dispute resolution procedures described in Section III of this Schedule 2. 
 3. Reciprocal Voice Rates -
Alliances/NTELOS 
 NTELOS and its Affiliates, including the Alliances, shall enjoy reciprocal travel voice customer rates when their own
customers are roaming on the Sprint PCS Services networks operated by Sprint, Sprint’s Affiliates, or Sprint Network Managers (“Sprint PCS Services Networks”). 
 When customers of NTELOS and its Affiliates, including the Alliances, are roaming on Sprint PCS Services Networks, the pricing of the long distance
telephone services associated with such roaming (including, but not limited to, international, inter-state, intra-state and 800 calls) provided by Sprint, Sprint’s Affiliates, and Sprint Network Managers to such customers of NTELOS and its
Affiliates, including the Alliances, shall be at rates that reflect the “most favored nations” rates of Sprint offered to Sprint Network Managers. Such long distance telephone services associated with roaming shall be billed rounded to the
nearest second. 
 4. Long Distance 
 Sprint shall provide long distance telephone services to Sprint Travel Voice Customers using the Alliances Network for PCS Services in the Markets by interconnecting, and paying all costs related thereto, with direct
telecommunications circuits to the Alliances Network facilities. 
 5. Reciprocal Voice Rates - Sprint 
 Sprint shall enjoy reciprocal travel voice customer rates and long distance telephone pricing, as described in Section 3 above, when Sprint Customers
are roaming on the wireless communications network operated by NTELOS or its Affiliates, including the Alliances, outside of the coverage area of the Markets. 
  

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 C. 2G 
 For purposes of this Agreement, voice PCS Services shall include all PCS Services
provided by means of 2G data packets. 
 II. DATA 
 A. Home Data Customer Data Rate 
 For purposes of applying the Home Data Customer Data Rate, “Home Data
Customers” shall include only Home Voice Customers that are Sprint Specific Customers. All Home Voice Customers excluded from the Home Data Customer count shall be considered Travel Data Customers. 
 Beginning on July 1, 2007, the rate for 3G Data usage and EVDO Data usage of Home Data Customers shall be sixty percent (60%) of the average of
Sprint’s National Retail Data Average Revenue Per Unit (“National Retail Data ARPU”) for each month during the most recently completed calendar quarter less one (1) calendar quarter (“Home Data Customer Data Rate”).

 The National Retail Data ARPU shall include only 3G Data revenues and customers and EVDO Data revenues and customers. 
 The Home Data Rate shall be multiplied each month by the average number of Home Data Customers for the current month. Such average shall be the sum of
the number of Home Data Customers at the end of the prior month and the number of Home Data Customers at the end of the current month divided by two (2). 
 For billing purposes, the Home Data Customer count used by the Alliances in issuing invoices shall be the last monthly average Home Data Customer count available to the Alliances. Once the actual average Home Data
Customer count is provided to the Alliances by Sprint, the Alliances shall true up the amounts previously invoiced and shall include the true up amounts on the next Home Data Customer data invoice issued to Sprint. 
 On or before the 45th calendar day after the end of each calendar quarter, Sprint shall provide the Alliances with the National Retail Data ARPU for each month of that calendar quarter and the number of Home Data Customers by month for
each month of that calendar quarter. If Sprint does not provide such information on or before such 45th calendar day after the end of any calendar quarter,
and after ten (10) days notice to Sprint, the Alliances shall have the option, in the Alliance’s discretion, (i) to continue to charge the Home Data Customer Rate from the preceding six (6) month period for an additional six
(6) month period or (ii) to implement the price reset retroactively upon receiving the required information from Sprint. 
 Sprint must provide to the Alliances, at the request of the Alliances, documentation reasonably adequate for the Alliances to verify Sprint’s National Retail 

  

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 Data ARPU and the number of Home Data
Customers provided by Sprint. Such documentation shall be derived from public documents and reports filed or released by Sprint. In the event of a dispute regarding the National Retail Data ARPU or the number of Home Data Customers, the parties
shall work in good faith to resolve such dispute using the procedures set forth in Section 17.14 of the Agreement; provided, however, for the purpose of calculating the Home Data Customer Data Rate, no changes will occur in the
National Retail Data ARPU or the Home Data Customer count until such dispute is resolved, and upon resolution, the new Home Data Customer Data Rates will apply retroactively to the beginning of the relevant period (including an appropriate
adjustment for interest to the owed party at a daily interest rate equal to .0491% compounded monthly). In the event that the parties are unable to resolve the dispute within thirty (30) days following a notice by the Alliances of a dispute,
the parties agree to follow the dispute resolution procedures described in Section III of this Schedule 2. 
 B. Travel Data
Customer Data Rate 
 1. Initial Prices and Resets through June 30, 2009 
 Beginning on July 1, 2007, the rate for 3G Data usage and EVDO Data usage by Travel Voice Customers, Home Voice Customers that were excluded from the
Home Data Customer count in II(A) above, and any other Sprint Customer utilizing the Alliances Network for PCS Services data services (collectively, “Travel Data Customer”) shall be as follows: 
  

						
	Travel Data Customer Data Rate
	 From
	  	To	  	$/ MB
	 7/1/2007
	  	9/30/2007	  	$	0.99
	 10/1/2007
	  	12/31/2007	  	$	0.94
	 1/1/2008
	  	3/31/2008	  	$	0.89
	 4/1/2008
	  	6/30/2008	  	$	0.85
	 7/1/2008
	  	9/30/2008	  	$	0.79
	 10/1/2008
	  	12/31/2008	  	$	0.73
	 1/1/2009
	  	3/31/2009	  	$	0.65
	 4/1/2009
	  	6/30/2009	  	$	0.59

 For purposes of billing for Travel Data Customer data usage, the Alliances shall bill for each kilobyte (KB) with
1,024 KB equaling one (1) MB. 
 2. Price Resets after June 30, 2009 
 Beginning on July 1, 2009, the Travel Data Customer Data Rate shall be ninety percent (90%) of the Sprint National Average Retail Data Revenue
Yield (the “National ARDRY”) during the most recently completed calendar quarter less one (1) calendar quarter and shall be reset every calendar quarter thereafter. 
  

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 The National ARDRY shall be the average of the Monthly RDRY for each month during the applicable three (3) month period for such National ARDRY. The “Monthly RDRY” shall be calculated by dividing
Sprint’s National Retail Data ARPU for each month of the applicable three (3) month period by Sprint’s National Retail Data Usage for each month of the same period. Sprint’s National Retail Data ARPU for each month shall be
calculated in accordance with Section V of this Schedule 2. Sprint’s “National Retail Data Usage” is defined as the total number of PCS Services MBs used by Sprint Specific Customers in each month of the applicable period
divided by the average number of Sprint Specific Customers in the same month of the applicable period. 
 By way of example, for the price reset occurring on July 1, 2008, the National ARDRY would be the average of the Monthly RDRY for January of 2008 through and including March of 2008. 
 On or before the 45th calendar day after the end of each calendar quarter, Sprint shall provide the Alliances with Sprint’s National Retail Data ARPU for each month of the most recently completed calendar quarter and Sprint’s
National Retail Data Usage for each month of the most recently completed calendar quarter for purposes of computing the National ARDRY. The National ARDRY shall include only 3G data usage and revenues and EVDO data usage and revenues. If Sprint does
not provide such information on or before such 45th calendar day after the end of any calendar quarter, and after ten (10) days notice to Sprint, the
Alliances shall have the option, in the Alliance’s discretion, (i) to continue to charge the Travel Data Customer Data Rates from the preceding six (6) month period for an additional six (6) month period or (ii) to implement
the price reset retroactively upon receiving the required information from Sprint. 
 Sprint must provide to the Alliances, at
the request of the Alliances, documentation reasonably adequate for the Alliances to verify Sprint’s National Retail Data ARPU and Sprint’s National Retail Data Usage provided by Sprint. Such documentation shall be derived from public
documents and reports filed or released by Sprint. In the event of a dispute regarding the determination of the National ARDRY, the parties shall work in good faith to resolve such dispute using the procedures set forth in Section 17.14 of the
Agreement; provided, however, for the purpose of calculating the Travel Data Customer Data Rate reset, no changes will occur in Sprint’s National Retail Data ARPU or Sprint’s National Retail Data Usage until such pricing
dispute is resolved, and upon resolution, the new Travel Data Customer Data Rate will apply retroactively to the beginning of the relevant period (including an appropriate adjustment for interest to the owed party at a daily interest rate equal to
..0491% compounded monthly). In the event that the parties are unable to resolve the dispute within thirty (30) days following a notice by the Alliances of a dispute, the parties agree to follow the dispute resolution procedures described in
Section III of this Schedule 2. 
  

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 3. Reciprocal Data Rates 
 While roaming on Sprint PCS Services Networks, customers of NTELOS and its
Affiliates, including the Alliances, using such Sprint PCS Services Networks including transport to the wireless communications networks operated by NTELOS or its Affiliates, including the Alliances, shall pay the then current Travel Data Customer
Data Rate then being paid by Sprint to the Alliances. 
 4. Sprint Reciprocal Data Rates in Coverage Outside the Markets 

While roaming on the wireless communications networks operated by NTELOS or its Affiliates, including the Alliances, outside the coverage of the
Markets, Sprint Customers using such networks including transport to the SprintNetwork shall pay the then current Travel Data Customer Data Rate then being paid by Sprint to the Alliances. 
 III. DISPUTE RESOLUTION PROCEDURES 
 1. In the case of
any unresolved dispute arising under this Schedule 2, the Alliances shall provide written notice of such dispute, together with an explanation of the nature of the dispute. Sprint shall respond to the Alliances in writing with regard to the
dispute within ten (10) business days after receipt of notice of such dispute. If the parties are unable to resolve such unresolved dispute within thirty (30) business days of the date of Sprint’s response, the parties agree that an
independent accounting firm mutually agreed to by the parties (the “Accounting Firm”) shall be employed to resolve such dispute as soon as reasonably practicable. 
 2. The parties shall direct the Accounting Firm to review the dispute and the supporting accounting records and other documents of Sprint as necessary in
order to resolve the dispute. The determination of such Accounting Firm shall be final and binding upon the parties. In the event that an Accounting Firm is hired to resolve a dispute, the parties shall each pay half of the cost of the Accounting
Firm. 
 IV. THOUSAND BLOCK POOLING / WLNP 
 Sprint shall reimburse the Alliances for all Thousand Block Number Pooling / WLNP database “dipping” charges incurred by the Alliances on account of providing PCS Services to Sprint Customers, such payments to be invoiced and paid
in the timeframes set forth in Section 6 of the Agreement. However, such “dipping” charges shall be considered separate and additional charges and not charges for PCS Services and so such “dipping” charges shall not be
included in the calculation of charges as set forth in this Schedule 2 and in Sections 6.1 and 6.2 of the Agreement. 
 V. PRICING INTENT AND CALCULATION
OF NATIONAL SPRINT MEASURES 
 It is the intent of the Parties that the rates and charges as set forth in the Agreement and in this
Schedule 2 shall fairly compensate the Alliances for all use by Sprint Customers of the Alliances Network. If use by Sprint Customers of the Alliances 
  

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 Network occurs which is not included in the Home Voice, Travel Voice, Home Data, or Travel Data categories of this Schedule 2, the parties will agree to include such usage in one or more such categories. Each Party acknowledges that it has
a duty of good faith and fair dealing to cooperate to advance this intent now and in the future as technologies and services evolve. In furtherance of such intent given current technology and services, the Parties agree as follows: 
 A. Sprint’s National Retail Voice ARPU will consist of the following voice and text messaging components: 
  

	 	1.	Monthly recurring charge (MRC) 

  

	 	2.	Voice attachables 

  

	 	3.	Overages 

  

	 	4.	Roaming 

  

	 	5.	Long Distance 

  

	 	6.	Text messaging (SMS) 

 B. Sprint’s National Retail
Data ARPU will consist of the following data components: 
  

	 	1.	Monthly recurring charge (MRC) 

  

	 	2.	Premium Services 

  

	 	3.	Other miscellaneous data charges 

 C. In calculating
Sprint’s National Retail Voice ARPU, Sprint’s National Retail Voice Usage, Sprint’s National Retail Data ARPU, and Sprint’s National Retail Data Usage, the following shall be excluded from such calculations: 
  

	 	1.	Revenues and usage from services and rate plans which Sprint does not generally make available to all Sprint Customers in the Markets. 

  

	 	2.	Revenues and usage from Sprint Customers who cannot utilize CDMA technology. 

  

	 	3.	Revenues and usage from customers that are not Sprint Specific Customers. 

  

	 	4.	Revenues and usage from services which, although Sprint makes such services generally available in the Markets, such services do not utilize the Alliances Network, whether because
such services do not utilize CDMA technology; do not use the spectrum bands used in the Alliances Network, or for any other reason. 

 D. All customer counts, revenue, and usage that Sprint provides pursuant to this Schedule 2 shall be measured and calculated by Sprint in a consistent manner, period to period, for each time period for which such information is
supplied. 
  

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 VI. PRICING OF ALLIANCES’ SERVICES IN THE MARKETS 
 During the Term of this Agreement and provided that Sprint is not in breach of this
Agreement, the prices, terms and conditions, viewed collectively, offered to Sprint by the Alliances for PCS Services shall be no less favorable than the prices, terms and conditions, viewed collectively, offered by the Alliances in the Markets to
any other customer under reasonably comparable circumstances and quantities for substantially similar services. 
 [ 
  

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 Schedule 3 
 Billing Methodology (VOICE, DATA, DIPS) 
 I. VOICE BILLING 
 Methodology: 
 For purposes of ensuring uniformity across all switching platforms, each call record generated by the Alliances is disassembled into its distinct segments, each
representing the participant to be billed (see Billing Methodology Definitions below). Some switches automatically perform this segmentation, as with Lucent, and others do not, as with Nortel. For those that do not, this segmentation is performed by
downstream systems to ensure uniform billing. In some cases, the existence of one type of billable segment mitigates the need to bill for another type of segment, but in all cases disposition is determined for each segment. 
 Each call segment will be measured to the nearest second for billing purposes. 
 Definitions: 
  

			
	Call Leg	  	Potentially billable segment of a call. Each call record has the potential of having three (3) call legs:
		
		  	Outbound Leg: Call segment from Originating Number to either Forwarding Number OR Terminating Number. Originating Number is the billable participant.
		
		  	Forwarded Leg: Call segment from Forwarding Number to Terminating Number. Forwarding Number is the billable participant.
		
		  	Inbound Leg: Call segment from Originating Number to Terminating Number. Terminating Number is the billable participant.
		
	Participant	  	Any subscriber involved in a particular call, either actively or by proxy (as in the case of call forwarding).
		
	Originating	  	Indicates belonging to the participant initiating a call.
		
	Forwarding	  	Indicates belonging to the participant forwarding a call.
		
	Terminating	  	Indicates belonging to the participant receiving a call.
		
	Number	  	The DN (wireline) or MDN (wireless) belonging to a participant.
		
	DN	  	Directory Number
		
	MDN	  	Mobile Directory Number
		
	MSID	  	The Mobile Station Identification number belonging to a participant.
		
	Duration	  	The billable length of a call leg. Duration is calculated by deriving the difference of origination time and disconnect time for all call legs, including call setup time.
		
	Land	  	A call leg terminating to or originating from outside of the Alliances network.
		
	Mobile	  	A call leg terminating to or originating from a mobile handset on the Alliances network.

  

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	Homed Sprint:	  	Sprint Customer homed to the Alliances network as contemplated by Schedule 2 of this Agreement.
		
	Travelers	  	Sprint Customer not homed to the Alliances network as contemplated by Schedule 2 of this Agreement.
		
	Any Sprint	  	Any Sprint Customer.

 The Eleven (11) Billable Scenarios and the Call Legs Involved: 
 Mobile to Mobile Call, both handsets or other device on the Alliances network: 
  

	 	1.	If the Originating Number is Any Sprint and the Terminating Number is Any Sprint, Sprint is billed for the Outbound Leg and the Inbound Leg. 


 

	 	2.	If only the Originating Number is Any Sprint, Sprint is billed for only the Outbound Leg. 

  

	 	3.	If only the Terminating Number is Any Sprint, Sprint is billed for only the Inbound Leg. 

  

	 	4.	If neither the Originating Number is Any Sprint nor the Terminating Number is Any Sprint and the Forwarding Number is Homed Sprint, Sprint is billed only for
the Forwarded Leg. 

 Mobile to Land Call, mobile originating handset or other device is on Alliances network with call terminating
outside of Alliances network: 
  

	 	5.	If the Originating Number is Any Sprint, Sprint is billed for only the Outbound Leg. 

  

	 	6.	If the Originating Number is not Any Sprint and the Forwarding Number is Homed Sprint, Sprint is billed only for the Forwarded Leg. 

  

	 	7.	If the Originating Number is not Any Sprint and the call is not forwarded and the Terminating Number is Homed Sprint and a Terminating MSID is present, Sprint is
billed only for the Terminating Leg. 

 Land to Mobile Call, mobile terminating handset or other device is on Alliances network with
call originating outside of Alliances network: 
  

	 	8.	If the Terminating Number is Any Sprint, Sprint is billed for only the Inbound Leg. 

  

	 	9.	If the Terminating Number is not Any Sprint and the Forwarding Number is Homed Sprint, Sprint is billed only for the Forwarded Leg. 

 Land to Land Call, call neither originates nor terminates on the Alliances network yet passes through the Alliances network due to the requirements of call
forwarding: 
  

	 	10.	If the Forwarding Number is Homed Sprint, Sprint is billed only for the Forwarded Leg. 

  

	 	11.	If the call is not forwarded and the Terminating Number is Homed Sprint and a Terminating MSID is present, Sprint is billed only for the Terminating Leg.


 II. Data Billing 
 Methodology:
 
 Data billing between the Alliances and Sprint is for Sprint originated data sessions on the Alliances” Network. Data sessions create data
records called IPDR’s that are recorded onto Sprint owned equipment. IPDR’s are collected and translated by Sprint and sent to the Alliances for processing. The Alliances decode the IPDR’s to billing events and collect the number of
kilobytes per session along with other event information. This information is aggregated and sent to Sprint for payment per the Agreement. 
  

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 Definitions:  
  

			
	IPDR	  	IP Data Record, or record that is generated from a packet data session.
		
	Event	  	A data session on the Alliances’ network.
		
	Kilobyte (KB)	  	1,024 Bytes.
	
	Megabyte (MB) 1,024 Kilobytes or 1,048,576 Bytes
		
	MVNO	  	A company that provides mobile PCS service via the Sprint CDMA spectrum that does not have its own allocation of the radio frequency spectrum and/or all of the
infrastructure required to provide PCS Service.
		
	Other	  	Non-Sprint carrier with whom NTELOS does not have a data roaming agreement.

 Billable Scenarios and Methods Involved: 
 Each data session creates a series of billing records. The relevant record types are START, INTERIM, and STOP. 
  

			
	START Records:	  	These records are created upon the initiation of a data session and include the username, AAA IP address, and other relevant data.
		
	INTERIM Records:	  	These records are created at pre-defined intervals as a method of tracking current activity.
		
	STOP Records:	  	These records are created when the data session ends. They show, among other things, the total bytes transferred between the data device and the network during the session.

 For each billing period, the Alliances queries the IPDR’s sent and selects the STOP records – meaning
that a session has completed – and sums the fields showing total bytes transferred for the sessions. The sums are aggregated based on the matrix below. Records are first differentiated by MSID into “Home” or “Travel”
categories, and then further differentiated by Internet domain into “Sprint”, “MVNO”, or “Other”. This yields five (5) possible billing categorizations: 
  

			
	Home-Sprint (HS):	  	Records with a Home MSID and a Sprint domain.
		
	Home-MVNO (HM):	  	Records with a Home MSID and an MVNO domain.
		
	Travel-Sprint (TS):	  	Records with a Travel MSID and a Sprint domain.
		
	Travel-MVNO (TM):	  	Records with a Travel MSID and an MVNO domain.
		
	Travel-Other (TO):	  	Records with a Travel MSID and neither a Sprint domain nor an MVNO domain.

  

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 For categories HM, TS, TM, and TO, the sums are then divided by 1,048,576 to convert bytes into megabytes. Wholesale billing
for these categories is calculated based on the sum total of MB for the period selected multiplied by the applicable rate per MB. For category HS, wholesale billing is not usage based. See Schedule 2. 
 Invoicing Process: 
 For the creation of the data billing invoice, the methods described above are employed to derive an aggregate by category for the billing period specified (example, the 1st to the 15th of the month, and the 16th
 to the end of the month). The aggregates and rates are detailed on the invoice. 
  

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 Schedule 4 
 Network Performance Standards and Requirements 
 Supporting documentation listed in this Schedule provided by Sprint is intended as reference material for NTELOS and the Alliances. 
 SUPPORTING DOCUMENTS PATHS AND LINKS 
  

			
	 Supporting Documents
	  	 Availability

	 Sprint Network Guidelines & Bulletins
	  	Sprint Provided
	 Sprint SSEOs and MOPs
	  	Sprint Provided

  

			
	Notes:	  	 Certification by Exception – Indicates verification when exceptions are identified, or at the request of the Alliances.
 All Minimum Performance Level calculations listed below are inclusive of all BTS’s within all Markets.
 See heading “Acronyms” below for a list of acronyms used in this Schedule.


  

											
	 Alliances Network Performance Requirements
	  	 Minimum
Performance Level
	  	 Compliance
Date
	  	 Supporting Documentation
	  	 Initial
Certification
	  	 Recurring
Certification

	 Blocks (1X Voice & Data) (total blocked calls for all cell site sectors) / (total attempted calls for all cell site
sectors)
	  	<= 2%	  	Ongoing	  	 •     KPI Reports (See Note 1
 and 2)
 •     Schedule 4 Exhibit 1 (SLA)
	  	No	  	Monthly
	 Drops (1X Voice & Data) (lost calls + dropped calls) / (assigned calls – call setup failures)
	  	 •     <= 2% November – March
 •     <=2.5% April - October
	  	Ongoing	  	 •     KPI Reports See Note 2
)
 •     Schedule 4 Exhibit
1 (SLA)
	  	No	  	Monthly
	 Base Transceiver Station (BTS) Availability (total seconds availability/ total outage seconds)
	  	>=99.7%	  	Ongoing	  	 •     KPI Reports
 •     Schedule 4 Exhibit 1 (SLA)
	  	No	  	Monthly
	 Base Station Controller (BSC) Availability (total seconds availability/ total outage seconds)
	  	>=99.997%	  		  	 •     KPI Reports
 •     Schedule 4 Exhibit 1 (SLA)
	  	No	  	Monthly
	 Mobile Switching Center (MSC) Availability (total seconds availability/ total outage seconds)
	  	>=99.997%	  	TBD	  	TBD	  	No	  	Monthly
	 Tandem Traffic GOS
	  	P .005	  	Ongoing	  	KPI Reports	  	No	  	Certification by Exception
	 End Office Traffic GOS
	  	P .01	  	Ongoing	  	KPI Reports	  	No	  	Certification by Exception



	 Note1.
	 The Parties acknowledge that during the EVDO Development process the Alliances
network may suffer performance degradation as a result of integrating a new vendor into the network (hard handoffs, cluster re-optimization, etc.) KPI Reports will exclude performance anomalies associated with the EVDO upgrade until the 95%
Completion of EVDO Deployment has occurred. 



	 Note2.
	 For Blocks and Drops the Alliances will provide Sprint with two separate KPI
Reports, one for Motorola/Nortel network and one for the Lucent network, until such time that the Alliances integrate the reporting of both networks. 


  

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	 Alliances Network Performance Requirements
	  	 Minimum
Performance Level
	  	 Compliance
Date
	  	 Supporting Documentation
	  	 Initial
Certification
	  	 Recurring
Certification

	 Microwave Backhaul Availability
 (total seconds availability / total outage seconds)
	  	99.999% per link. Does not apply to unlicensed cell site microwave backhaul	  	Ongoing	  	 •     KPI Reports
 •     Schedule 4 Exhibit 1 (SLA)
	  	No	  	Monthly
						
	Per User Fwd Link Throughput (kbps)—A customer experience KPI that provides a distribution of per user throughput. Ideally this KPI would report application layer throughput but if this is
not available other layers can be used to estimate application. This KPI is aimed to quantify the network’s customer experience in terms of “user-friendly” throughput values.	  	TBD per Note 3	  	Ongoing	  	KPI Reports	  	No	  	Monthly
						
	Per User Rev Link Throughput (kbps) - A customer experience KPI that provides a distribution of per user reverse throughput. Ideally this KPI would report application layer throughput but if
this is not available other layers can be used to estimate application. This KPI is aimed to quantify the network’s customer experience in terms of “user-friendly” throughput values.	  	TBD per Note 3	  	Ongoing	  	KPI Reports	  	No	  	Monthly



	 Note3
	 Minimum Performance Levels for this EVDO-related Performance Requirement will be
established by mutual agreement of the Parties after the Effective Date, provided that such Minimum Performance Levels shall be set at the performance levels that Sprint experiences, on average, with respect to EVDO service in Sprint markets with
substantially similar characteristics as the Markets (e.g. density, topography, and customer base size). The Parties further agree to the following process and conditions: 


  

	1.	As part of initial EVDO Deployment, the Alliances will install a minimum of one T1 circuit per EVDO carrier per BTS in each Market identified in Schedule 7.


  

	2.	Within 120 days following EVDO Deployment in the first Market identified in Schedule 7, the Parties will negotiate mutually agreeable Minimum Performance Levels for that Market.


  

	3.	Within 120 days following EVDO deployment in each subsequent Market identified in Schedule 7, the Parties will negotiate mutually agreeable Minimum Performance Levels for that
Market, and such Minimum Performance Levels shall then be aggregated with the Minimum Performance Levels previously agreed for prior Markets identified on Schedule 7. The Alliances shall report on Minimum Performance Levels on an aggregate basis.


  

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	4.	The Alliances may change from the initial requirement of one T1 circuit per EVDO carrier per BTS in a Market, to one shared T1 circuit per EVDO carrier and 1x carrier per BTS, under
the following conditions: 

  

	 	a.	The Alliances have deployed EVDO to three of the Markets identified in Schedule 7 and Minimum Performance Levels have been established in such Markets, 

  

	 	b.	The Alliances continue to meet the established Minimum Performance Levels for EVDO, and 

  

	 	c.	If there is an adverse impact in a Market upon the Alliances’ ability to meet the established Minimum Performance Levels for EVDO, the Alliances will revert to the initial
requirement of one T-1 circuit per EVDO carrier per BTS in that Market. 

  

											
	 Alliances Network Performance Requirements
	  	 MinimumPerformance
Level
	  	 Compliance
 Date
	  	 Supporting Documentation
	  	 Initial
Certification
	  	 Recurring
Certification

	Average Packet Delay (scheduler delay) - A network management KPI that provides the average delay experienced per packet. Delays at both the RNC and DOM should be included. This KPI is aimed to
provide a view into scheduler efficiency and RAN latency.	  	TBD per Note 3	  	Ongoing	  	KPI Reports	  	No	  	Monthly
						
	 UATI Assignment Success Rate - A network management KPI that qualifies the ability for
 EVDO devices to acquire a unique network identifier (UATI). This activity is done without acquiring a traffic channel and therefore relies on the success of the access channel and paging channel
messages.
	  	TBD per Note 3	  	Ongoing	  	KPI Reports	  	No	  	Monthly
						
	Session Configuration Success Rate - A network management KPI that quantifies the ability for EVDO devices to negotiate specific protocol configurations with the network. This KPI includes all
failure types. Payload data cannot be transmitted or received without first successfully establishing a session.	  	TBD per Note 3	  	Ongoing	  	KPI Reports	  	No	  	Monthly

  

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	 Connection Failure Rate - Network Management - A network management KPI that quantifies the ability for
 EVDO devices to connect to our network. This KPI includes all failure reasons such as unavailable resources (equipment blocks) and RF failures.
	  	TBD per Note 3	 	Ongoing	  	KPI Reports	  	No	  	Monthly
						
	Connection Setup Time - A customer experience KPI that quantifies the time it takes for an idle AT to acquire a connection on the traffic channel. This time will be seen by the customers as
latency and therefore could cause slow perceived throughput.	  	TBD per Note 3	 	Ongoing	  	KPI Reports	  	No	  	Monthly
						
	Dropped Connection Rate - Network Management -A network management KPI that quantifies the ability of our network to sustain an established connection. These connection failures occur after
connection setup has completed. This KPI includes all failure reasons.	  	TBD per Note 3	 	Ongoing	  	KPI Reports	  	No	  	Monthly
						
	Paging Success Rate - A network management KPI that quantifies the ability of our network to locate and successfully contact Ev-DO devices with active sessions.	  	TBD per Note 3	 	Ongoing	  	KPI Reports	  	No	  	Monthly

  

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	 Alliances Outage Management & MTTR
	 	 Minimum Performance Level
	  	 Compliance
 Date
	  	 Supporting
Documentation
	  	 Initial
 Certification
	  	 Recurring
Certification

	Alliances Implementation and Connectivity to Sprint Clarify Trouble Ticketing System (via CITRIX)	 	See Note 4	  	Ongoing	  	Schedule 4 Exhibit 1 (SLA)	  	No	  	N/A
						
	Network Outage Management and Mean Time to Repair (MTTR) Goals	 	 •      Trouble Severity (TS) 1 events cleared < 2 hours
 •      TS2 events cleared < 3 hours
 •      TS3 & TS4 events cleared < 5 hours
	  	Ongoing	  	Schedule 4 Exhibit 1 (SLA)	  	No	  	Daily/Hourly/Monthly
						
	Customer Trouble Ticket Mean Time To Repair (MTTR) without dispatch	 	 •      Trouble Severity (TS) 1 events cleared < 4 hours
 •      TS2 events cleared < 8 hours
 •      TS3 & TS4 events cleared < 24 hours
	  	Ongoing	  	Schedule 4 Exhibit 1 (SLA)	  	No	  	Daily/Hourly/Monthly
						
	Customer Trouble Ticket Mean Time To Repair (MTTR) with dispatch	 	 •      Trouble Severity (TS) 1 events cleared < 8 hours
 •      TS2 events cleared < 12 hours
 •      TS3 & TS4 events cleared < 36 hours
	  	Ongoing	  	Schedule 4 Exhibit 1 (SLA)	  	No	  	Daily/Hourly/Monthly

 Note 4 - Sprint agrees to cover all cost associated with such implementation, including but not limited to
hardware, software, and engineering consulting services pursuant to connectivity to Sprint Clarify Trouble Ticketing System (via CITRIX). 
  

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	 Alliances Platform Requirements
	 	 Supported Models
	 	Compliance Date	 	Supporting
Documentation	 	Initial
Certification	 	Recurring
Certification
	MSC Hardware	 	 •     Nortel DMS-MTX
 •     Lucent Flexent Packet Switch
	 	Ongoing	 	N/A	 	Yes	 	Certification
by Exception
						
	MSC / Software	 	 •     Lucent:
 •     BTS – R28 or greater
 •     ECP – R28 or greater
 •     RNC – R28 or greater
 It is understood that these are generally available software releases.
	 	Ongoing	 	N/A	 	Yes	 	Certification
by Exception
						
	Q-Chat RAN Software	 	 •     Lucent:
 •     QOS Licensing enabled
 •     MLPPP enabled
 It is understood that these are Q-Chat proprietary software features
	 	Q-Chat launch	 	N/A	 	Yes	 	Certification
by Exception
						
	BSC/BTS Hardware	 	 •     Nortel / Motorola IOS
 •     Lucent
	 	Ongoing	 	N/A	 	Yes	 	Certification
by Exception
						
	 Data Network Elements
 •     3G cards at BTS (see Note 4)
 •     EV-DO
Rev A cards at BTS
 •     Packet Control Function (PCF)
	 	 •     BTS cards to match BTS Vendor
 •     PCF to match BSC/BTS Vendor
	 	Ongoing	 	N/A	 	Yes	 	Certification
by Exception

  

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	 Sprint / Alliances Network Connectivity
Requirements
	  	 Minimum Standard
	  	 Compliance
Date
	  	 Supporting
Documentation
	  	 Initial
Certification
	  	 Recurring
Certification

	 Voice National Platform Connectivity
 •     Voicemail (VMS)
 •     Voice Command (VC)
 •     Operator Services (OS)
 •     Directory Assistance (DA)
 •     Sprint Customer Solutions
 •     SS7 – Based National Platforms:
 •        Home Location Register (HLR)
 •        SMSC
 •        Location-Based Services
 •        SDHLR
	  	 •     VMS: N+1 DS-1’s directly connected to Sprint VMS platform;
switched connectivity for VMS redirect allowed if no Sprint subs are homed to the Alliances MSC.
 •     VC: Direct trunk from the Alliances MSC to Sprint VC Platform.
 •     OS: Switched circuit from the Alliances MSC to Sprint POP (PIC 177).
 •     DA: Direct trunk from the Alliances MSC to Sprint DA vendor POP.
 •     Sprint Customer Solutions: Direct trunk to Sprint POP (PIC 333).
 •     SS7 - Based National Platforms: Diverse SS7 connectivity via SS7 Gateway Provider.
 •     SMSC – Connectivity to Sprint MO SMSC for messages originated by Sprint subs; MT via SS7 connectivity
 •     See Note 5
	  	Ongoing	  	 •     SSEOs
 0.002.09.001
 0.002.09.002

0.015.14.002
 0.015.15.003
 0.015.15.005
 0.015.15.006
 0.053.15.001
 2.015.06.003
 3.000.10.004

3.014.09.001
	  	Yes	  	Certification by Exception
						
	 Sprint Core Data Network Connectivity
  
 The Alliances MSC PCF (Packet Control Function) connectivity to Sprint owned and operated Packet Data Service Node (PDSN) and Inter-Networking Function (IWF) Platform

	  	 Sprint is responsible for MSC PCF connectivity to Sprint owned and operated PDSN and IWF platform.
  
 Sprint is responsible for all Sprint Core Data Network Connectivity from Sprint owned and operated
Packet Data Service Node (PDSN) and Inter-Networking Function (IWF) Platform
	  	Ongoing	  	N/A	  	No	  	Certification by Exception

 Note 5 – Sprint is responsible for all facility cost associated with required connectivity and for the
management of such facilities (growth orders, fault reporting and escalation, maintenance, etc.) 
  

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	 Alliances Network Operations
Requirements
	  	 Minimum Standard
	  	 Compliance
Date
	  	 Supporting
Documentation
	  	 Initial
Certification
	  	 Recurring
Certification

	 Digit Translations Standards
	  	 Transparent customer experience for Sprint PCS subscribers operating in Alliances Resale coverage areas.
  
 See Note 6
	  	Ongoing	  	 •     Sprint Translations Standards
 •     SSEOs
 0.002.09.001
 0.002.09.002
 2.000.02.006
 2.000.03.002
 2.002.03.019
 3.000.10.004
	  	Yes	  	Certification by Exception
						
	 SS7 Interconnection (Switches and Translations)
	  	Fully diverse SS7 transport between MSC and Gateway STP Pair	  	Ongoing	  	 •     Sprint Translations Standards
 •     SSEOs
 0.002.09.001
 0.002.09.002
 2.000.03.002
 2.008.12.001
 3.000.10.004
	  	Yes	  	Certification by Exception
						
	 Virgin Mobile USA (VMU) Service Support
	  	Transparent customer experience for VMU subscribers operating in Alliances Resale Network coverage areas	  	Ongoing	  	 •     VMU Implementation Plan
 •     SSEOs
 0.002.09.001
 0.002.09.002
 2.000.03.002
 3.000.10.004
	  	Yes	  	Certification by Exception
						
	 Qwest Service Support
	  	Transparent customer experience for Qwest subscribers operating in the Alliances Resale Network coverage areas	  	Ongoing	  	 •     Sprint Translations Standards
 •     SSEOs
 0.002.09.001
 0.002.09.002
 2.000.03.002
 3.000.10.004
 •     Qwest Detailed Design
Document
	  	Yes	  	Certification by Exception

 Note 6 Per the Schedule 4, Exhibit 1, the Alliances and Sprint agree to jointly review the MOP to
ensure the potential impacts of the requested change is thoroughly analyzed. If the MOP review reveals that there would be a detrimental impact to Sprint or the Alliances Customers if the project was undertaken the requested change will not be
implemented. Excepting however if Sprint desires to provide, at Sprint’s sole cost, software and / or hardware functionality that would allow the change to be made without impact to either party’s customers or network. 
  

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	 Alliances Network Operations
Requirements
	  	 Minimum Standard
	  	 Compliance
Date
	  	 Supporting
Documentation
	  	 Initial
Certification
	  	 Recurring
Certification

	Telco Prepaid Service Support	  	Transparent customer experience for Telco Prepaid subscribers operating in the Alliances Resale Network coverage areas	  	TBD	  	 •     Telco Prepaid Service – Phase 2 Implementation Plan
 •     Sprint Translations Standards
 •     SSEOs 2.000.03.002 3.000.10.004
 •     Telco Prepaid Detailed Design Document
	  	Yes	  	Certification by Exception
						
	Announcements	  	Sprint customers routed to generic announcements	  	Launch	  		  	Yes	  	Certification by Exception
						
	Sprint Wireless National Operations Control Center (NOCC) and Escalations	  	Notification to Sprint NOCC of outages on Alliances network pursuant to Schedule 4 Exhibit 1 (SLA)	  	Ongoing	  	Schedule 4 Exhibit 1 (SLA)	  	Yes	  	Daily
						
	Alarms	  	Notification to Sprint NOCC of outages on Alliances network pursuant to Schedule 4 Exhibit 1 (SLA)	  	Ongoing	  	Schedule 4 Exhibit 1 (SLA)	  	Yes	  	Preventive Maintenance
						
	Disaster Preparedness & Recovery	  	Disaster Preparedness Plan (DPP) completed and on file at Sprint PCS NOCC	  	Ongoing	  	 •     SSEOs
 2.000.04.030
 2.000.04.031

2.002.03.017
 2.003.03.002
 2.004.03.001
 2.004.03.002
 2.004.03.003
 2.004.03.004
 2.004.03.006

2.014.12.009
 2.015.03.001
 2.040.04.001
 3.014.09.001
	  	No	  	Preventive Maintenance

  

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	 Alliances Regulatory Requirements
	  	 Minimum Standard
	  	 Compliance
 Date
	  	 Supporting
Documentation
	  	Initial
Certification	  	Recurring
Certification
	FAA/FCC Mandate and Regulatory Compliance	  	FCC / FAA Standards	  	Ongoing	  	FCC Standards Documentation	  	Yes	  	Certification by
Exception
						
	911/E911	  	FCC Standards	  	Ongoing	  	 •     SSE0s
 0.002.09.001
 0.002.09.002

0.031.12.002
 2.031.14.001
 2.031.15.001
 3.000.10.004
 3.031.14.001
 3.031.14.002
 •     FCC Standards Documentation
	  	Yes	  	Certification by
Exception
	TeleTypeWriter (TTY)	  	FCC Standards	  	Deployed	  	 •     SSEOs
 0.002.09.001
 0.002.09.002

3.000.10.004
 •     FCC Standards Documentation
	  	Yes	  	Certification by
Exception
						
	Wireless Local Number Portability (W/LNP)	  	FCC Standards	  	Deployed	  	 •     SSEOs
 0.002.09.001
 0.002.09.002

3.000.10.004
 •     FCC Standards Documentation
	  	Yes	  	Certification by
Exception
						
	Communications Assistance for Law Enforcement Act (CALEA)	  	FCC / FAA Standards	  	Deployed	  	 •     SSEOs
 0.002.09.001
 0.002.09.002

2.000.05.009
 3.000.10.004
 •     FCC Standards Documentation
	  	Yes	  	Certification by
Exception
	National Environment Policy Act (NEPA) — Land Use & RF	  	 •     FCC Standards
 •     Alliances will abide by standards on a go forward basis
	  	Ongoing	  	 •     SSEOs
 1.003.09.002
 1.003.09.003

•     FCC Standards Documentation
	  	Yes	  	Certification by
Exception

  

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 Acronyms 
  

			
	 Acronym
	    	 Definition

	2G	    	Second Generation (IS-95 Standard)
	3G	    	Third Generation (CDMA 2000 Standard)
	AAA	    	Authentication, Accounting and Accounting – Data Network node responsible for authenticating data subscribers and billing for usage
	BSC	    	Base Station Controller
	BTS	    	Base Transceiver Station – Cell Site
	CDMA	    	Code Division Multiple Access – Digital standard used by Sprint for their wireless subscribers
	CMC	    	Sprint Change Management Control
	CTTP	    	Call Through Test Plan – Used to verify dial plans at switch launch or when a new feature is added to the network
	DA	    	Directory Assistance
	Db	    	Decibel
	ECP	    	Executive Cellular Processor (Lucent)
	 EI
 EV-DO
	    	 Electromagnetic Interference
 Evolution-Data Optimized
Revision A

	FA	    	Foreign Agent – Portion of the 3G data network responsible for subscribers not homed to this network or Home Agent node
	FAA	    	Federal Aviation Administration
	FCC	    	Federal Communications Commission
	GOS	    	Grade of Service
	HA	    	Home Agent – Portion of the 3G data network responsible for home subscribers
	HLR	    	Home Location Register – Contains subscriber information, including current subscriber status, location and supported features
	KPI	    	Key Performance Indexes
	KPI	    	Key Performance Indicators
	MOP	    	Method Of Procedure
	MSC	    	Mobile Switching Center
	 MTTR
 MVNO
	    	 Mean Time to Repair
 Mobile Virtual Network
Operator

	NQTR	    	Network Quality Tracking Report
	OPAC	    	Sprint Operational Acceptance process
	OS	    	Operator Services (Dial 0)
	OSSN	    	Operations Systems Support Network – Sprint core data network
	OTAF	    	Over The Air Functionality – Ability to download changeable parameters in 2G environment (pull)
	OTAPA	    	Over The Air Parameter Administration – Ability to download changeable parameters to the handset in 3G environment (push)
	PCF	    	Packet Control Function – Directs data calls from the BSC/ECP to the data network
	PCS	    	Personal Communications Services
	PDSN	    	Packet Data Service Node
	RF	    	Radio Frequency
	SS7	    	Signaling System #7
	SSEO	    	Sprint Spectrum Engineering & Operations Documentation
	Trouble Severity 1	    	100% of service affected. TS1 is reserved for significant customer impacting events. A TS1 is the failure of any National, Local or OSSN Platform which completely prohibits any market from call
processing, accessing wireless web, accessing Voice Command, accessing billing records (CDRs), provisioning or activating customers’ MIN service or technical fatality or serious injury. Loss of service to 4 or more NPA-NNX’s, 10 or more
cell sites, or a critical cell cluster, and other similar situations are also a TS1. The complete loss of a service of significant feature will have a significant customer impact. Therefore, these services will often be classified as TS1. This
decision is always driven by executive decision.
	Trouble Severity 2	    	50-99% of service affected. TS2 events are major customer impacting events, causing serious impairment or loss of service to large customer segments, but do not result in total isolation. For
example, loss of 2 or 3 NPA-NNX’s, 5 –9 cells or a critical cell, and other similar situations are also a TS2. Failure of a redundant component is classified as a TS2, if the failure of the remaining component will result in a
TS1.
	Trouble Severity 3	    	25-49% of service affected. TS3 is assigned to minor events requiring immediate corrective action, usually

  

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 Acronyms 
  

			
	 Acronym
	    	 Definition

		    	affecting capacity, redundancy, or minor customer segments. For example, loss of a single NPA-NNX, 1 to 4 cells, less than 50% capacity reduction to a service or feature is a TS3. An outage
that impairs Network Management’s ability to maintain the network, such as loss of visibility, is also a TS3.
	 Trouble Severity 4
	    	0-24% of service affected. TS4 events are for observation, and are not outage related. A TS4 does not require immediate corrective action, and is handled through scheduled
maintenance.
	 Trouble Severity 5
	    	No service affected. TS5 is an advisory category. This is used to manage events of particular interest to Sprint PCS executives. TS5 events are not customer impacting. If there are related
customer impacting events they will be documented and assessed separately. For example, major weather advisories are TS5. The weather may cause network outages that will be tracked independently from the weather. In this case the TS5 notifications
supercede the outage notifications.
	 TTY
	    	TeleTypeWriter
	 VAD
	    	Voice Activated Dialing
	 VLR
	    	Visitor Location Register – Temporary database holding a local copy of the subscriber’s HLR profile
	 VMU
	    	Virgin Mobile USA

  

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	 Sprint Spectrum Engineering & Operations (SSEO) Referenced In This Schedule 4
  

	 SSEO
	    	 Title / Description

	0.002.09.001	    	Lucent Translations Standards
	0.002.09.002	    	Nortel Translations Standards
	0.002.09.005	    	Initial Field Inventory Procedures for Nortel Switch Equipment
	0.002.09.006	    	Initial Field Inventory Procedures for Lucent Switch Equipment
	0.002.09.007	    	Initial Field Inventory Procedures for Battery & Power Rooms
	0.002.09.009	    	Initial Field Inventory Procedures for Motorola CBSC Equipment, Rev. 1.0
	0.002.09.012	    	Initial Field Inventory Procedures for Nortel Base Station Subsystem Managers (BSSM)
	0.003.09.002	    	Initial Field Inventory Procedures for Lucent Cell Sites
	0.003.09.004	    	Initial Field Inventory Procedures for Motorola Cell Site, Rev. 2.0
	0.003.09.005	    	Initial Field Inventory Procedures for Motorola SC485XE Cell Site, Rev. 1.0
	0.003.09.006	    	Initial Field Inventory Procedures for Motorola SC4812 Cell Site, Rev. 2.0
	0.003.09.007	    	Initial Field Inventory Procedures for Nortel NNTM Metro Cell Rev. 2.0
	0.003.09.008	    	Initial Field Inventory Procedures for Lucent Microcell Sites, Rev. 1.0
	0.003.09.009	    	Initial Field Inventory Procedures for Lucent Modcell Sites Rev. 1.0
	0.003.09.010	    	Initial Field Inventory Procedures for Motorola SC4812ET Lite Cell Site, Rev. 1.1
	0.003.09.011	    	Initial Field Inventory Procedures for Motorola SC4812T, Rev. 1.
	0.012.09.001	    	Initial Field Inventory Procedures for Alcatel Microwave Equipment
	0.015.14.002	    	Service Level Agreement: PSTN Trunk Order (Install, Augments) Including SS7 A-Links
	0.015.15.003	    	Methods & Procedures: Assigning National Platform Ports
	0.015.15.005	    	Methods & Procedures: Provisioning
	0.015.15.006	    	Methods & Procedures: Validating Trunk Requirements, Designing Trunks and Issuing Trunk Requests
	0.031.12.002	    	Operational Support Plan: E911 – Phase II
	0.053.15.001	    	Methods & Procedures: Voice Command Port Assignment
	1.001.05.001	    	Tower Light Monitoring, Reporting, and Power Backup
	1.001.15.002	    	Methods & Procedures: New Tower Construction
	1.001.15.003	    	Methods & Procedures: Tower Light Break / Fix (PDM #493)
	1.003.09.001	    	Antenna Structure Compliance Procedures
	1.003.09.002	    	NEPA Land Use Compliance Procedures for Cell Sites
	1.003.09.003	    	NEPA RF Exposure Compliance For Cell Sites
	2.000.02.006	    	Building a Modcell in Translations for Lucent Switches
	2.000.03.002	    	Change Management Practices
	2.000.04.030	    	RF Engineering Guidelines for Disaster Preparedness
	2.000.04.031	    	Wireless Network Management Center Event Escalation & Notification Procedures
	2.000.05.009	    	Operational Support Plan: CALEA (Lucent)
	2.000.08.001	    	TCP/IP Address Requisition Form (Single)
	2.000.08.002	    	TCP/IP Address Requisition Form (Multiple)
	2.001.12.001	    	Tower Light Alarm Notification and Response Procedures and Guidelines
	2.002.03.005	    	Switch Site Surge Protection Installation and Replacement
	2.002.03.017	    	MSC Switch Site Generator Exercise Process
	2.002.03.019	    	MSC Systems Backup Standards
	2.003.03.001	    	Cell Site Surge Protection Installation and Replacement
	2.003.03.002	    	RF Transmission Systems Preventive Maintenance
	2.003.03.009	    	Nortel Outdoor Metrocell BTS Wiring Interconnections
	2.003.03.010	    	Motorola Outdoor SC 4812 BTS Wiring Interconnections
	2.003.03.011	    	Lucent Outdoor Modcell BTS Wiring Interconnections
	2.003.04.002	    	Cell Site Power Transfer
	2.004.03.001	    	Cell Site Back-Up Power (Battery Reserve and Generator) Requirements
	2.004.03.002	    	Cell Site Power Preventive Maintenance
	2.004.03.003	    	MSC Power Preventive Maintenance
	2.004.03.004	    	AC Switchgear Preventive Maintenance
	2.004.03.005	    	Lucent BTS RF Power Calibration

  

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 EXECUTION COPY 
 Sprint Spectrum Engineering & Operations (SSEO) Referenced In This Schedule 4 
  

			
	 SSEO
	    	 Title / Description

	 2.004.03.006
	    	MSC Process for Disconnecting Utility & Emergency Power at AC Switchgear and Batteries
	 2.008.12.001
	    	SS7 Channel Bank Engineering Standard
	 2.009.09.001
	    	Physical Security — Retail Loss Prevention Policy and Procedures
	 2.014.03.001
	    	Electrostatic Protection
	 2.014.12.009
	    	Wireless Network Management Center (WNMC): Entrance/Exit Criteria
	 2.014.14.001
	    	Service Level Agreement: Network Inventory Management and Network Field Operations
	 2.015.03.001
	    	Transport/Backhaul Preventive Maintenance
	 2.015.06.003
	    	Wireless Carrier-To-Wireless Carrier Interconnection Process
	 2.015.12.005
	    	Standard Transport Equipment
	 2.018.03.001
	    	MSC Grounding Preventive Maintenance
	 2.018.03.002
	    	Cell Site Grounding Preventive Maintenance
	 2.031.15.001
	    	Methods & Procedures: 9-1-1 Service for Public Safety Provisioning Processes
	 2.036.03.021
	    	Lucent, Motorola, Nortel, and Samsung BTS Scan Points
	 2.036.03.022
	    	Generator and Tower Light Alarming: Moving Scan Points from the RTU (AlphaMax) to Base Station Monitoring
	 2.040.04.001
	    	Network Operations - Network Event Trouble Severities Classifications
	 2.052.12.001
	    	Operational Support Plan: 3G Authorization, Authentication and Accounting (AAA) Server (v1.1)
	 2.052.12.002
	    	Operational Support Plan: 3G Home Agent
	 2.052.12.003
	    	Operational Support Plan: 3G Network Service Provisioning (NSP) System
	 2.052.12.004
	    	Operational Support Plan: 3G PDSN/Foreign Agent
	 2.052.12.005
	    	MSC OSSN & 3G Hub Standard Configuration and Layout
	 2.052.12.006
	    	Operational Support Plan: 3G Business Connection/HS RAS v1.0
	 2.052.15.001
	    	Methods & Procedures: PDSN Capacity Management
	 3.000.09.002
	    	Nationwide PCS Network CDMA RF Design Specifications (Rev. 10)
	 3.000.10.004
	    	Network Management – Operational Acceptance (OPAC) Process
	 3.001.02.001
	    	Post-Construction Height Verification Practice for Cell Sites
	 3.003.06.003
	    	Interference and Collocation of PCS Transmitters with Other RF Equipment
	 3.003.10.007
	    	Antenna Transmission Line Acceptance Standards
	 3.009.09.001
	    	Outdoor Enclosures for Backhaul
	 3.012.12.001
	    	Microwave Processes and Standards
	 3.014.09.001
	    	National Platform Operations-Intelligent Network Operations Team (NPO-INO): Entrance/Exit Criteria
	 3.015.13.004
	    	In-building Passive Repeater Engineering
	 3.018.06.001
	    	Lightning Protection for Tower Antennas
	 3.018.10.001
	    	Soil Resistivity Testing
	 3.018.10.002
	    	Site Resistance to Earth Testing
	 3.031.14.001
	    	Service Level Agreement: 911 Implementation and National Project Management
	 3.031.14.002
	    	Service Level Agreement: Translations and E911 Implementation

  

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 EXECUTION COPY 
 Exhibit 1 
 To Schedule 4 
 Network Service Level Agreement 
  

	1.	INTRODUCTION. 

 As used in this Service Level Agreement
(“SLA”), “Network” means the Alliances Network. 
 The purpose of this SLA is to establish a cooperative partnership between the
Alliances and Sprint by clarifying roles and expectations, providing mechanisms for resolving problems and providing financial remedies to Sprint for failure to meet certain service levels. The terms of this SLA are subject to all the terms of the
Agreement, including without limitation the network specifications in Schedule 4. The remedies contained in this SLA are in addition to any other remedies available to Sprint under the Agreement. 
 The Alliances will provide twenty four hour a day seven days a week 1st Tier technical support for the Alliances Network switching and radio frequency (RF) elements within the Markets. Such technical support shall include: 
  

	 	•	 	 System maintenance required on the Alliances Network switching and RF elements to support Sprint services. 


  

	 	•	 	 Ordering of Type II facilities required in support of Sprint Customers for local calling services. 


  

	 	•	 	 Provisioning of DS1’s from DeMuxed DS3 in support of Sprint NATPLAT services. 


  

	 	•	 	 Provisioning of Clear Channel DS3 in support of Sprint OSSN services. 


  

	 	•	 	 Translations of network switching elements in support of Sprint customers. 


  

	 	•	 	 Resolution of Sprint trouble tickets reported to the Alliances on Radio Frequency (RF), Translations, and Roaming issues. 


 NETWORK SWITCHING ELEMENTS: Network switching elements are those elements within the Alliances Network required to support Sprint local, NATPLAT, and 3G Data
Services. This includes, but is not limited to, the Nortel switch, Motorola CBSC’s, Lucent Flexent Packet Switch, Cisco MGX, Cisco CAT, STP, Tellabs DACS or other de-muxing equipment, and facility backhaul network equipment. 
 RF ELEMENTS: RF elements are those elements within the Alliances Network required to provide RF coverage within the Markets. This includes, but is not limited to,
Motorola base stations, Lucent base stations, repeaters, antennas, lines, and jumpers. 
  

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 SYSTEM MAINTENANCE: System maintenance is described in two categories, preventative maintenance (“PM”) and emergency maintenance (“EM”). Any routine PM on network switching elements will be performed during the
maintenance window of 00:00 to 06:00, unless circumstances require the maintenance to occur outside of the maintenance window. EM will be performed on an as needed basis. 
 The Alliances represent that routine PM will not normally result in service interruptions. In the event that PM requires the interruption of service, to the extent possible, the Alliances will notify the designated
Sprint point of contact identified in this Exhibit 1 to Schedule 4 to the Agreement. 
 TRANSLATION MAINTENANCE: Translation maintenance is the
modification, addition, or deletion of routing plans within the Alliances Network switching elements supporting Sprint. The switching elements include, but are not limited to, the Nortel switch and the Lucent Flexent Packet Switch in support of call
routing, Tellabs DACS in support of facility services, STP in support of call routing, CBSC in support of RF network, AN network in support of 3G Data Services and fiber network in support of facilities backhaul network. 
 PROJECT: Projects are described in one of two ways. First, any translations support required for facilitating new or modified service offerings by Sprint within
the Markets, and second, any operations support required for facilitating new or modified service offerings by Sprint within the Markets. Sprint will provide the Alliances sixty (60) days advance written notice, and include a detailed Method of
Procedure (“MOP”), when translation and/or operation support is required from the Alliances. Within ten (10) business days of receiving the written notice the Alliances and Sprint agree to jointly review the MOP to ensure the
potential impacts of the requested change is thoroughly analyzed. If the MOP review reveals that there would be a detrimental impact to Sprint or the Alliances Customers if the project was undertaken the requested change will not be implemented. If
it is deemed that the requested change does not have a detrimental impact the Alliances and Sprint will work together to develop a mutually agreeable schedule for implementation. 
 FACILITY SERVICES: Facility services shall be defined as any connectivity (e.g., DS0, DS1, DS3, OC3, OC12, OC48, etc.) required by Sprint to interconnect with the MTSO(s) on the Alliances Network to support
Local calling services, NATPLAT, OSSN or 3G Data services. For the Alliances to ensure capacity requirements are met, Sprint must provide the Alliances with quarterly advanced forecasts of Facility Services requirements. The Facility Services
Process is described below: 
 Facility Services Process 
  

	 	•	 	 Channelized DS3 demarcation point (DeMuxed DS3 Demarc) will be defined as the established DS1 DSX panel locations within the MTSOs. 


  

	 	•	 	 DS3 demarcation point (DS3 Demarc) will be defined as DS3 connectivity to the DS3 DSX point locations within the MTSOs. 


  

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 EXECUTION COPY 
  

	 	•	 	 Wireless Operations will be responsible for the Facility Services cross-connection and maintenance of said cross-connections from the DeMuxed DS3 Demarc and the DS3
Demarc to appropriate locations within the MTSO locations. 


  

	 	•	 	 Subject to the prior written approval of the Alliances, Sprint shall be responsible for the delivery of Facility Services to the DS3 Demarc and the DeMuxed DS3
Demarc within the MTSO locations. 


  

	 	•	 	 Sprint will use the Alliances’ Wireless Network Provisioning management as primary contact for Facility Services design and implementation projects from the
DeMuxed DS3 Demarc and the DS3 Demarc to appropriate locations within the MTSO locations. 


  

	 	•	 	 Sprint will use the Alliances’ Wireless Operations management as primary contact for Facility Services testing and activation, as well as Facility Services
trouble resolution from the DeMuxed DS3 Demarc and the DS3 Demarc to appropriate locations within the MTSO locations. 


  

	 	•	 	 The Alliances Facility Services Process is a thirty (30) business day time interval (Time Interval). 


  

	 	•	 	 Time Interval commences on the date of Sprint submittal of a completed Special Circuit Request order (SCR) to NTELOS Wireless Network Provisioning
(Wirelessprovisioning@NTELOS.com). 


  

	 	•	 	 A completed SCR shall include the following: 


  

	 	1.	Circuit identification of backhaul facility; 

  

	 	2.	Time Slot on backhaul facility; 

  

	 	3.	Sprint circuit identification of switch facility within the MTSO; 

  

	 	4.	Sprint Purchase Order Number (PON); 

  

	 	5.	Sprint FP number(s); 

  

	 	6.	Sprint Trunk Group Number; 

  

	 	7.	Trunk Circuit Identification Code(s) (TCICs); 

  

	 	8.	Requested due date; 

  

	 	9.	Contact information for Sprint personnel; 

  

	 	10.	Sprint Switch Common Language Location Identification (CLLI) for the terminating switch; 

  

	 	11.	Sprint Point Code for the terminating switch; and 

  

	 	12.	NTELOS Trunk Group name. 

  

	 	•	 	 Sprint changes to a submitted SCR may prolong stated Time Interval. 


  

	 	•	 	 For new trunk groups, the Alliances will be responsible for assigning trunk group administration numbers and trunk group names. 


 NETWORK TROUBLE MANAGEMENT AND OPERATIONAL PROCEDURES: 
 NETWORK
OUTAGE NOTIFICATIONS: The Alliances will provide notification to the Sprint NOCC of network outages and resolution there of for TS1, TS2 and TS3 network events via the CMC/NetSmart application. Sprint will be responsible for providing the
Alliances access to the CMC/NetSmart system. 
  

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 EXECUTION COPY 
 CUSTOMER TROUBLE TICKET MANAGEMENT: The Alliances will respond to Sprint’s customer trouble tickets using Sprint’s Clarify trouble ticketing system via connectivity to CITRIX. 
  

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 EXECUTION COPY 
 Alliances Operational and Engineering Contacts 
  

			
	 Dan Meenan
  
 Director of Site Development
  
 (W) (540) 946-1890
  
 (PCS) (434) 760-7602
  
 meenand@ntelos.com
	  	 Bobby McAvoy
  
 Vice President - Wireless Engineering and Operations
  
 (W) (804) 327-5465
  
 (PCS) (804) 218-5465
  
 mcavoyb@ntelos.com
  

	 Brian Biernat
  
 Director of Engineering
  
 (W) (540) 946-1806
  
 (PCS) (540) 649-1979
  
 biernatb@ntelos.com
	  	 NTELOS NOC (twenty four hours a day
 seven days a week
coverage)
  
 (540) 941-4800

		
	 Joe Tauchen
  
 Director of RF Performance and Network Operations
  
 (W) (804) 327-5460
  
 (PCS) (804) 218-5460
  
 tauchenj@ntelos.com
	  	

  

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 EXECUTION COPY 
 Sprint Operational and Engineering Contacts for Agreement 
  

			
	 Ron Morse
  
 Revenue Operational Testing
  
 (913) 794-9303
  
 Ron.Morse@mail.sprint.com
	  	 Brenda Helmick
  
 Traffic Engineering
  
 (913) 762-1326
  
 Brenda.K.Helmick@mail.sprint.com

		
	 Alisha Brooks
  
 Numbering Solutions
  
 (913) 794-8489
  
 Alisha.M.Brooks@mail.sprint.com
	  	 Sig Tomeldan
  
 SS7 E911
  
 (913) 227-5147
  
 Sig.M.Tomeldan@mail.sprint.com

		
	 Athena Tisby
  
 Switch Provisoning
  
 (913) 534-5113
  
 Athena.C.Tisby@mail.sprint.com
	  	 Ned Awad
  
 E911
  
 (913) 794-8484
  
 nawad01@sprintspectrum.com

		
	 Diana Carollo
  
 SS7 Provisioning
  
 (913) 534-3802
  
 Diana.K.Carollo@mail.sprint.com
	  	 Dott Salyer – Alliances POC
  
 Service Management
  
 (913) 534-2645
  
 Dott.J.Salyer@mail.sprint.com


		
	 Alice Anderson
  
 OSSN Provisioning
  
 (913) 315-4294
  
 Alice.J.Anderson@mail.sprint.com
	  	 Sprint Wireless NOCC
  
 (913) 859-1400
  
 (913) 859-1500


  

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 EXECUTION COPY 
  

	2.	NETWORK PERFORMANCE COMMITMENTS. 

 The Alliances
Network Performance SLAs are measured across specific Alliances Network elements, and apply to sites on the Alliances platforms as stipulated in Schedule 4. In addition to Sprint’s remedies available to it under the Agreement, if the
Alliances fail to attain these objectives, the Alliances will provide a service credit as provided below. In addition, the Alliances will develop and implement a commercially reasonable plan (herein referred to as a “Get Well Plan”) to
attain the objective and will share that plan with Sprint. 
  

	 	2.A.    NETWORK	BLOCK RATE (Voice & Data). 

  

	 	2.A.1.    Network	Block Commitment. 

  

	 	•	 	 Definition – Percentage of total blocked call attempts to total call attempts, measured each hour must be less than that set forth in Schedule 4
(“Network Block Commitment”). 


  

	 	•	 	 Network Block Rate: 


 Definition—Total blocked calls for all cell site sectors over all of the Markets / Total attempted calls for all cell site sectors over all of the Markets (“Network Block Rate”). 
  

	 	2.A.2.    Network	Block Validation. 

 The Alliances will provide to
Sprint on a monthly basis the actual Network Block Rate in a summary report format. 
  

	 	2.A.3.    Network	Block Service Credit. 

 If the actual Network Block
Rate fails to meet the Network Voice Block Commitment for any calendar month during the term of the Agreement, Sprint will notify the Alliances of such failure at which time the Alliance will provide Sprint with a Get Well Plan within fifteen
(15) days of notification. The Alliances will have two (2) months after Sprint’s receipt of the Get Well Plan in 

  

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 EXECUTION COPY 
 which to cure. If after such two (2) month cure period the Alliances do not meet or exceed such Network Block Commitment in the month following expiration of the two (2) month cure period, the Alliances will
issue a service credit to Sprint equal to two percent (2%) of Sprint’s total voice call charges for that month following the expiration of cure period and for each consecutive month thereafter in which such failure continues. Approved
service credit(s) will be applied to Sprint’s invoice during the next available bill cycle. 
  

	 	2.B.    NETWORK	DROP RATE (Voice & Data). 

  

	 	2.B.1.    Network	Drop Commitment. 

  

	 	•	 	 Definition – Percentage of established calls that were lost as a result of mobile equipment problems, RF failure (loss of continuity in traffic going
from mobile to cell site), cell site problems, and switch hardware/software failures must be less than that set forth in Schedule 4 (“Network Drop Commitment”). 


  

	 	•	 	 Network Drop Rate – 


 Definition—Lost calls + dropped calls / Assigned calls – call setup failures (“Network Drop Rate”). 
  

	 	2.B.2.    Network	Drop Validation. 

 The Alliances will provide to
Sprint on a monthly basis the actual Network Drop in summary report format. 
  

	 	2.B.3.    Network	Drop Service Credit. 

 If the actual Network Drop
Rate fails to meet the Network Drop Commitment for any calendar month during the term of the Agreement, Sprint will notify the Alliances of such failure at which time the Alliances will provide Sprint with a Get Well Plan within fifteen
(15) days of notification. The Alliances will have two (2) months after Sprint’s receipt of the Get Well Plan in which to cure. If after such two (2) month period the Alliances do not meet or exceed such Network Drop Commitment
in the month following the expiration of the two (2) month cure period, the Alliances will issue a service credit to Sprint equal to two percent (2%) of Sprint’s total voice call charges for that month following the expiration of cure
period and for each consecutive month thereafter in which such failure continues. Approved service credit(s) will be applied to Sprint’s invoice during the next available bill cycle. 
  

	 	2.C    NETWORK	ELEMENT AVAILABILITY 

  

	 	2.C.1.    Network	Element Availability Commitment. 

  

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	 	•	 	 Definition—Unplanned network element outage resulting in a total call processing outage that does not meet the requirements set forth in Schedule
4 (“Network Element Availability Commitment”). 


  

	 	•	 	 Network Elements which Availability will be Monitored 


  

	 	1.	Base Transceiver Station(s) (BTS) 

  

	 	2.	Base Station Controller(s) (BSC) 

  

	 	3.	Mobile Switching Center(s) (MSCs) 

  

	 	4.	Microwave Backhaul Availability (excluding unlicensed microwave used for cell site backhaul) 

  

	 	•	 	 Network Element Availability Equations 


  

	 	1.	For BTS, BSC, MSC, Microwave Backhaul (= total seconds availability/ total outage seconds) 

  

	 	2.C.2.	Network Element Validation. 

 The Alliances will
provide to Sprint on a monthly basis the actual Network Element Availability for each Network Element included in 2.C.1 in a summary report format. 
  

	 	2.C.3.	Network Element Availability Service Credit. 

 If
any Network Element listed above in 2.C.1 fails to meet the Network Element Availability Commitment for any calendar month during the term of the Agreement, Sprint will notify the Alliances of such failure at which time the Alliances will provide
Sprint with a Get Well Plan within (15) days of notification. The Alliances will have two (2) months after Sprint’s receipt of the Get Well Plan in which to cure. 
 If after such two (2) month period the Alliances do not meet or exceed objectives stipulated in Schedule 4 for BTS, BSC, MSC, and Microwave
Backhaul Availability in the month following the expiration of the two month cure period, the Alliances will issue a service credit to Sprint equal to two percent (2%) of Sprint total voice call charges for that month following the expiration
of the cure period and for each consecutive month thereafter in which such failure continues. Approved service credit(s) will be applied to Sprint’s invoice during the next available bill cycle. 
  

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 EXECUTION COPY 
 Schedule 5 
 Alliances and Sprint Representatives 
 Alliances: Clark Brule 
 Director of Intercarrier Relations &
Wireless Administration 
 1150 Shenandoah Village Drive 
 P. O. Box 1328 
 Waynesboro, VA 22980 
 brulec@ntelos.com 
 540-946-1853
(office) 
 540-241-4883 (PCS) 
 Sprint:
Wes Coffindaffer 
 Director, Roaming Services 
 KSOPHH0312-3A153 
 6180 Sprint Parkway 
 Overland Park, KS 66251 
 913-315-6338 (office) 
 913-226-1152 (PCS) 
 913-315-0501 (fax)

 Wes.T.Coffindaffer@sprint.com 






Table of Contents


 EXECUTION COPY 
 Schedule 6 
 Sprint Core Features and Services 
 The following matrix details the current required Sprint products and services that must be supported by the Alliances with a brief description of the products/services
and their respective high-level requirements. 
  

							
	 Product / Service and
 Description
	  	 Technical and Operational
 Requirements
	  	 Host

	 EDVO REV A Data Products and Services (Vision)
  
 Vision is a suite of applications and services using the high speed third generation network.
  
 Supported Products:
  
 •     Business
Connection
  
 •     Enterprise Edition
  
 •     Business Edition
  
 •     Server Edition
  
 •     Connection
Manager
  
 •     Wireless ISP
  
 •     PCS Data Link
  
 •     High Speed Remote Access Server (HS RAS)
  
 •     Messaging
Services
  
 •     Instant Messaging
  
 •     Mail
  
 •     Wireless Chat
  
 •     Picture and Video Mail
  
 •     3G Gaming
  
 •     Ringers and Screen
Savers
  
 •     Downloadable Premium Applications
	  	 Voice Network Datafill
 Data
NetworkDatafill
 Network Element Technical Data
 Customized Dial
Plans
 PSAP Connectivity
 Direct Connect Circuit
 SS7 Connectivity / Gateway
 AAA Connectivity
 IWF Connectivity
 PDSN Connectivity
 Packet Transport Connectivity
 Direct Connect to Billing
Interface
	  	 ̈ x
 x
  ̈
  ̈
  ̈

 x
 x
 x
 x
 x
 x
	  	Sprint Hosted

  

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 EXECUTION COPY 
  

							
	 Product / Service and
 Description
	  	 Technical and Operational
 Requirements
	  	 Host

	 •     Wireless Telemetry
  
 •     Java-enabled
applications
  
 •     3rd Party Instant Messaging
  
 •     3rd Party Chat
  
 •     3rd Party Content
  
 •     QCHAT
	  		  		  	
				
	 3G1X Data Product and Services (Vision)
  
 Vision is a suite of applications and services using the high speed third generation network.
  
 Supported Products:
  
 •     Business
Connection
 •     Enterprise Edition
  
 •     Business
Edition
  
 •     Server Edition
  
 •     Connection Manager
  
 •     Wireless ISP
  

•     PCS Data Link
  
 •     High Speed Remote Access
Server (HS RAS)
  
 •     Messaging Services
  
 •     Instant Messaging
  
 •     Mail
  
 •     Wireless Chat
  

•     Picture and Video Mail
  
 •     3G Gaming
  
 •     Ringers and Screen
Savers
	  	 Voice Network Datafill
 Data Network
Datafill
 Network Element Technical Data
 Customized Dial Plans

 PSAP Connectivity
 Direct Connect Circuit
 SS7 Connectivity / Gateway
 AAA Connectivity
 IWF Connectivity
 PDSN Connectivity
 Packet Transport Connectivity
 Direct Connect to Billing
Interface
	  	  ̈

x
 x
  ̈

  ̈
  ̈
 x
 x
 x
 x
 x
 x
	  	Sprint Hosted

  

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 EXECUTION COPY 
  

							
	 Product / Service and
 Description
	  	 Technical and Operational
 Requirements
	  	 Host

	 •     Downloadable Premium Applications
  
 •     Wireless
Telemetry
  
 •     Java-enabled applications
  
 •     3rd Party Instant Messaging
  
 •     3rd Party Chat
  
 •     3rd Party Content
	  		  		  	
				
	 Ready Link (Push To Talk )
  
 Ready Link provides two-way walkie-talkie style communications between Sprint ready line subscribers.
	  	 Voice Network Datafill
 Data Network
Datafill
 Network Element Technical Data
 Customized Dial Plans

 PSAP Connectivity
 Direct Connect Circuit
 SS7 Connectivity / Gateway
 AAA Connectivity
 IWF Connectivity
 PDSN Connectivity
 Packet Transport Connectivity
 Direct Connect to Billing
Interface
	  	  ̈
 x
 x
  ̈
  ̈
  ̈
  ̈
 x
  ̈
 x

x
 x
	  	Sprint Hosted
				
	 2G Data Products and Services
  
 Data products using the high speed second generation (IS-95) network.
  
 Supported Products:
  
 •     Text and Numeric Paging

  
 •     Email

  
 •     Short
Mail
  
 •     Wireless Web Browser
  
 •     Wireless Web Connection
  
 •     Wireless Web Updates
	  	 Voice Network Datafill
 Data Network
Datafill
 Network Element Technical Data
 Customized Dial Plans

 PSAP Connectivity
 Direct Connect Circuit
 SS7 Connectivity / Gateway
 AAA Connectivity
 IWF Connectivity
 PDSN Connectivity
 Packet Transport Connectivity
 Direct Connect to Billing
Interface
	  	 x
 x
 x
  ̈
  ̈
  ̈
  ̈
  ̈
 x
  ̈
 x

x
	  	Sprint Hosted

  

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 EXECUTION COPY 
  

							
	 Product / Service and
 Description
	  	 Technical and Operational
 Requirements
	  	 Host

	 •     My Wireless Web
  
 •     Wireless Web Enterprise
Applications
  
 •     Direct Internet Access
  
 •     Business Connection – Personal Edition
  
 •     Ringers & More
  
 •     ECare HDML Interactive

	  		  		  	
				
	 FCC Mandates
  
 Regulatory requirements as defined by the Federal Communications Convention.
  
 •     911 Basic
  
 •     E-911 Phase 1
  

•     E-911 Phase 2
  
 •     711 / TTY
  
 •     CALEA
  
 •     Other FCC Requirements

	  	 Voice Network Datafill
 Data Network
Datafill
 Technical Data
 Customized Dial Plans
 PSAP Connectivity
 Direct Connect Circuit
 SS7 Connectivity / Gateway
 AAA Connectivity
 IWF Connectivity
 PDSN Connectivity
 Packet Transport Connectivity
 Direct Connect to Billing
Interface
	  	 x
  ̈
 x
  ̈
 x
  ̈
 
 ̈
  ̈
  ̈

  ̈
  ̈
  ̈
	  	Alliances Hosted
				
	 Voice Services and Dial Plans
  
 Required voice service and dial plan support for Sprint Customers operating on the Alliances Network.

  
 •     Mobile to
Land
  
 •     Land
to Mobile
  
 •     Mobile to Mobile
  
 •     Call waiting
  
 •     Caller ID
	  	 Voice Network Datafill
 Data Network
Datafill
 Network Element Technical Data
 Customized Dial Plans

 PSAP Connectivity
 Direct Connect Circuit
 SS7 Connectivity / Gateway
 AAA Connectivity
 IWF Connectivity
 PDSN Connectivity
 Packet Transport Connectivity
 Direct Connect to Billing
Interface
	  	 x
  ̈
 
 ̈
 x
  ̈
  ̈
 x
  ̈
  ̈
  ̈
  ̈

 x
	  	Alliances Hosted

  

 4 







Table of Contents


 EXECUTION COPY 
  

							
	 Product / Service and
 Description
	  	 Technical and Operational
 Requirements
	  	 Host

	 •     Call Delivery
  
 •     3-Way Calling

 
 •     Call
Forwarding
  
 •     Abbreviated Dial Codes (ADC - # and * codes)
  
 •     Inter-lata Toll Dialing
  
 •     Intra-lata Toll Dialing

  
 •     International Dialing
  
 •     Hot Lining
  
 •     Call restriction (toll-denied)
  
 •     Integrated Office
  
 •     Account Spending Limits
(ASL)
  
 •     Private Label Services (PLS)
  
 •     Qwest
  
 •     Virgin Mobile USA
  
 •     Telco Prepaid
	  		  		  	
				
	 Sprint National Platform Access
  
 Required dial plan and routing support to route Sprint Customers to nationally hosted
services.
  
 •     One-touch Voicemail access (envelope key)
  
 •     Customer Care Access (*2, 611)
  
 •     Directory Assistance
(411)
	  	 Voice Network Datafill
 Data Network
Datafill
 Network Element Technical Data
 Customized Dial Plans

 PSAP Connectivity
 Direct Connect Circuit
 SS7 Connectivity / Gateway
 AAA Connectivity
 IWF Connectivity
 PDSN Connectivity
 Packet Transport Connectivity
 Direct Connect to Billing
Interface
	  	 x
  ̈
 
 ̈
 x
  ̈
 x
 x
  ̈
  ̈

  ̈
  ̈
 x
	  	Sprint Hosted

  

 5 







Table of Contents


 EXECUTION COPY 
  

							
	 Product / Service and
 Description
	  	 Technical and Operational
 Requirements
	  	 Host

	 •     Operator Services (dial 0)
  
 •     Voice Command (*TALK)

  
 •     Basic
text & numeric paging
  
 •     Mobile Originated and Mobile Terminated SMS
	  		  		  	
				
	 Over the Air Functionality (OTAF)
  
 Provide download of PRL, MDN and other definable parameters directly to the Handsets.
  
 •     Over the Air Service
Provisioning – OTASP (Pull)
  
 •     Over The Air Parameter Administration (OTAPA)
  
 •     IP Based Over The Air Parameter Administration - IOTA (Push)
	  	 Voice Network Datafill
 Data Network Datafill

Technical Data
 Customized Dial Plans
 PSAP Connectivity
 Direct Connect Circuit
 SS7 Connectivity / Gateway
 AAA Connectivity
 IWF Connectivity
 PDSN Connectivity
 Packet Transport Connectivity
 Direct Connect to Billing
Interface
	  	 x
 x
 x
  ̈
  ̈
 x
 x
  ̈
  ̈
  ̈
  ̈
  ̈
	  	Sprint Hosted

  

 6 







Table of Contents


 EXECUTION COPY 
 Schedule 7 
 EVDO Deployment Schedule 
  

													
	 CLUSTER
	  	 MARKET
	  	 Sprint
 Whole
 Sites
	  	 % of
 Wholesale
 Sites
	 	 	 % Cumulative
 Wholesale
 Coverage
	 	 	 Sprint
 Contract

	 Cluster A
	  	 1. Charlottesville
 2. Huntington
 3. Staunton/Waynesboro
	  	144	  	24	%	 	24	%	 	Q208
						
	 Cluster B
	  	 4. Lynchburg
 5. Charleston
	  	142	  	24	%	 	48	%	 	Q308
						
	 Cluster C
	  	6. Roanoke	  	125	  	21	%	 	69	%	 	Q408
						
	 Cluster D
	  	 7. Morgantown
 8. Fairmont
 9. Clarksburg
	  	85	  	14	%	 	83	%	 	Q109
						
	 Cluster E
	  	 10. Beckley
 11. Bluefield
	  	52	  	9	%	 	92	%	 	Q209
						
	 Cluster F
	  	 12. Martinsville
 13. Danville
	  	47	  	8	%	 	100	%	 	Q309
		  		  	 	  			 			 	
		  	Total	  	595