exv10w1






Exhibit 10.1



CERTAIN MATERIAL (INDICATED BY ASTERISKS) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.
THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.




			
	 	 	 
	Confidential
	 	Execution Copy
	 	 	 





Private Label PCS Services Agreement




between



Sprint Spectrum L.P.



and



Cricket Communications, Inc.



Purchaser/Sprint Confidential Information — RESTRICTED


 









 







			
	 	 	 
	Confidential
	 	Execution Copy
	 	 	 









PRIVATE LABEL PCS SERVICES AGREEMENT




TABLE OF CONTENTS



	 	 	 	 	 

	1. DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	2. PURCHASER RELATIONSHIP
	 	 	8	 
	 
	 	 	 	 
	2.1. General
	 	 	 8	 
	2.2. Limited Purpose
	 	 	 8	 
	2.3. Brand Restrictions
	 	 	 8	 
	2.4. Sales through Independent Representatives and Agents
	 	 	 9	 
	2.5. Control of Sprint Network
	 	 	 9	 
	2.6. No Sale to Other Resellers
	 	 	 9	 
	2.7. Compliance of Affiliates, Related Entities and IRs
	 	 	 9	 
	2.8. Minimum Commitments
	 	 	 9	 
	 
	 	 	 	 
	3. TERM AND PHASE OUT PERIODS
	 	 	12	 
	 
	 	 	 	 
	3.1. General
	 	 	12	 
	3.2. Phase-Out Period
	 	 	12	 
	 
	 	 	 	 
	4. REPRESENTATIONS AND WARRANTIES
	 	 	12	 
	 
	 	 	 	 
	4.1. Due Incorporation or Formation; Authorization of Agreements
	 	 	12	 
	4.2. No Conflict
	 	 	12	 
	4.3. Litigation
	 	 	12	 
	 
	 	 	 	 
	5. SCOPE OF PCS SERVICE
	 	 	12	 
	 
	 	 	 	 
	5.1. Limitation on Scope of PCS Service
	 	 	12	 
	5.2. Included Services and Future Technologies
	 	 	14	 
	5.3. Sprint Device Handling Services
	 	 	15	 
	5.4. Coverage Maps
	 	 	15	 
	5.5. MDN Pooling
	 	 	15	 
	5.6. Billing Records
	 	 	16	 
	5.7. Private Label Operations Manual
	 	 	16	 
	5.8. Customized Services
	 	 	16	 
	5.9. Viruses
	 	 	17	 
	5.10. Location Based Services
	 	 	17	 
	5.11. Throughput
	 	 	17	 
	5.12. [***]
	 	 	17	 
	 
	 	 	 	 
	6. BILLING AND TERMS OF PAYMENT
	 	 	18	 
	 
	 	 	 	 
	6.1. General
	 	 	18	 
	6.2. Invoices
	 	 	18	 
	6.3. Late Payments
	 	 	18	 
	6.4. Disputed Charges
	 	 	18	 
	6.5. Taxes and Other Levies by Governmental Authorities
	 	 	19	 
	 
	 	 	 	 
	7. PURCHASER RIGHTS AND OBLIGATIONS
	 	 	19	 
	 
	 	 	 	 
	7.1. Devices
	 	 	19	 
	7.2. Purchaser’s Responsibility and Liability
	 	 	21	 








 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.





Purchaser/Sprint Confidential Information — RESTRICTED


i









 







			
	 	 	 
	Confidential
	 	Execution Copy
	 	 	 






	 	 	 	 	 

	7.3. Purchaser’s Responsibility for Fraud
	 	 	21	 
	7.4. Interference
	 	 	21	 
	7.5. Subpoena Compliance
	 	 	21	 
	7.6. Electronic Surveillance
	 	 	22	 
	7.7. Purchaser Responsibility for Purchaser’s Vendors/Contractors
	 	 	22	 
	 
	 	 	 	 
	8. SPRINT’S RIGHTS AND OBLIGATIONS
	 	 	22	 
	 
	 	 	 	 
	8.1. Modifications
	 	 	22	 
	8.2. Roaming Services
	 	 	23	 
	8.3. Sprint Network Fraud Detection and Responsibility
	 	 	23	 
	8.4. Sprint’s Reports to Purchaser
	 	 	24	 
	8.5. [***]
	 	 	24	 
	8.6. Project Managers; Meetings
	 	 	24	 
	 
	 	 	 	 
	9. LIMITATIONS OF WARRANTIES AND LIABILITIES
	 	 	24	 
	 
	 	 	 	 
	9.1. No Warranties
	 	 	24	 
	9.2. Limitations on Liability
	 	 	24	 
	 
	 	 	 	 
	10. TRADE NAME, TRADE MARKS AND SERVICE MARKS
	 	 	25	 
	 
	 	 	 	 
	10.1. Sprint’s Rights
	 	 	25	 
	10.2. Purchaser’s Rights
	 	 	25	 
	10.3. Remedies for Violations
	 	 	26	 
	 
	 	 	 	 
	11. INSURANCE
	 	 	26	 
	 
	 	 	 	 
	12. INDEMNIFICATION
	 	 	26	 
	 
	 	 	 	 
	12.1. Purchaser’s General Third Party Indemnity
	 	 	26	 
	12.2. Sprint’s General Third Party Indemnity
	 	 	26	 
	12.3. Indemnification Procedures
	 	 	27	 
	 
	 	 	 	 
	13. BREACH, REMEDIES AND EARLY TERMINATION OF THE AGREEMENT
	 	 	27	 
	 
	 	 	 	 
	13.1. Breach
	 	 	27	 
	13.2. Early Termination Due to Loss of Licenses
	 	 	28	 
	13.3. Early Termination by Purchaser for Extended Force Majeure
	 	 	29	 
	13.4. Length of and Duties During the Phase-out Period
	 	 	29	 
	13.5. Effect of Termination
	 	 	30	 
	 
	 	 	 	 
	14. CHANGE OF CONTROL; LIQUIDATION AND OTHER EVENTS
	 	 	30	 
	 
	 	 	 	 
	14.1. Termination Option Upon the Occurrence of Change of Control
	 	 	30	 
	14.2. Rights to Market to End User Accounts in Connection with Liquidation or Dissolution
	 	 	34	 
	14.3. Non-Solicitation/Non-Disclosure Obligations
	 	 	34	 
	14.4. Remedies
	 	 	35	 
	 
	 	 	 	 
	15. RESTRICTIONS ON DISCLOSURE, USE, STORAGE, AND HANDLING OF CONFIDENTIAL AND END USER ACCOUNT INFORMATION
	 	 	35	 
	 
	 	 	 	 
	15.1. Restrictions on Use and Disclosure
	 	 	35	 
	15.2. Care
	 	 	35	 
	15.3. Return
	 	 	35	 
	15.4. Limitation
	 	 	36	 
	15.5. Relief
	 	 	36	 
	15.6. Information Security
	 	 	36	 
	15.7. SEC Filing
	 	 	36	 








 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.





Purchaser/Sprint Confidential Information — RESTRICTED


ii









 







			
	 	 	 
	Confidential
	 	Execution Copy
	 	 	 






	 	 	 	 	 

	16. ASSIGNMENT
	 	 	37	 
	 
	 	 	 	 
	17. GENERAL PROVISIONS
	 	 	37	 
	 
	 	 	 	 
	17.1. Notices and Inquiries
	 	 	37	 
	17.2. Construction
	 	 	38	 
	17.3. Independent Contractors
	 	 	38	 
	17.4. Survival
	 	 	38	 
	17.5. Headings
	 	 	38	 
	17.6. Severability
	 	 	38	 
	17.7. Governing Law; Venue
	 	 	38	 
	17.8. Waiver of Jury Trial
	 	 	39	 
	17.9. Counterpart Execution
	 	 	39	 
	17.10. Entire Agreement; Amendments
	 	 	39	 
	17.11. Parties in Interest; Limitation on Rights of Others
	 	 	39	 
	17.12. Waivers; Remedies
	 	 	39	 
	17.13. Force Majeure
	 	 	39	 
	17.14. Disclosure
	 	 	40	 
	17.15. Compliance with Laws
	 	 	40	 
	17.16. Audits 
	 	 	40	 





Schedule 1.0 — Pricing





	 	 	Attachment No. 1 — International Toll Charges






	 	 	Attachment No. 2 — Billing Rounding and Pro-Ration Policies






	 	 	Attachment No. 3 — Benchmark [***] Plans on or about the Effective Date






	 	 	Attachment No. 4 — Example of Calculation of Overage Charges




Schedule 2.0 — Markets



Schedule 3.0 — Intentionally Omitted



Schedule 4.0 — [***]



Schedule 5.0 — Technical Services and Integration Statement of Work






 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.




Purchaser/Sprint Confidential Information — RESTRICTED


iii









 







			
	 	 	 
	Confidential
	 	Execution Copy
	 	 	 











Private Label PCS Services Agreement



This Private Label PCS Services Agreement (together with its related schedules, exhibits, and
attachments, the “Agreement”) is dated as of August 2, 2010 (“Effective Date”) by and between
Sprint Spectrum L.P., a Delaware limited partnership (“Sprint”) and Cricket Communications, Inc., a
Delaware corporation (“Purchaser”) (each of Sprint and Purchaser are sometimes referred to herein
as a “Party” and collectively as the “Parties”).




BACKGROUND



A. Sprint and its Sprint Service Provider Affiliates own and operate the Sprint Network and provide
PCS Services in the United States.



B. Purchaser is a customer focused facilities-based wireless provider.



C. Purchaser desires to engage in a business relationship with Sprint as provided herein that will
help Purchaser further develop its nationwide coverage and distribution capability and Sprint has
agreed to enter into such an engagement.



This background is intended to be a general introduction to this Agreement and shall not be used to
expand the scope of either Party’s obligations under this Agreement or to alter the terms and
conditions of this Agreement.



NOW, THEREFORE, and in consideration of the mutual promises set forth in this Agreement, Sprint and
Purchaser agree that the following are the terms and conditions under with Purchaser will procure
and Sprint will provide the PCS Services:




OPERATIVE TERMS





	1.	 	Definitions




“Affiliate” means a Person that, directly or indirectly, (i) Controls a Party; (ii) is Controlled
by a Party; or (iii) is under common Control with a Party.



“Change of Control Event” has the meaning given in Section 14.1.3.



“Clearwire Networks” means those wireless service networks owned and operated by Clearwire
Communications LLC and its Affiliates, but not including the Sprint Network.



“Competitive Acquisition” has the meaning given in Section 14.1.3.



“Confidential Information” means (i) the terms and conditions of this Agreement, and the
discussions, negotiations and proposals related to this Agreement to the extent a reasonably
prudent business person would understand the content of such discussions, negotiations and
proposals to be confidential or proprietary; (ii) any information that is marked as being
confidential or proprietary; and (iii) any information exchanged in connection with this Agreement
concerning the other Party’s business, whether received directly or indirectly from such other
Party, that a reasonably prudent business person would understand to be confidential or
proprietary, including, tangible, intangible, visual, electronic, written, or oral information,
such as: (a) trade secrets, (b) financial information and pricing, (c) technical information, such
as research, development, procedures, algorithms, data, designs, and know-how, (d) business
information, such as information regarding operations, planning, marketing interests, and products,
(e) all information collected or developed by Purchaser, a Purchaser Affiliate, or a Related Entity
of Purchaser regarding End Users including, location-based information, all phone or other
identification numbers issued to End Users, all electronic serial numbers, all End Users’
personalization information and all automatic number identification information and all information
described in the Federal Communications Commission’s definition of “Customer Proprietary Network
Information” as set forth in 47 U.S.C. Section 222(h)(1) (as amended and interpreted from time to
time) (“End User Account Information”); and (f) Sprint’s base station almanac.




Purchaser/Sprint Confidential Information — RESTRICTED


1









 







			
	 	 	 
	Confidential
	 	Execution Copy
	 	 	 





“Contract Year” means the calendar years of 2011, 2012, 2013, 2014 and 2015; provided however, that
for purposes of Sections 2.8.1 and 14.1, the first Contract Year shall begin on the Effective Date
and end on December 31, 2011.



“Control” and its derivatives (such as Controlling and Controlled) means, with regard to any
Person, the right or power to dictate the management of and otherwise control such Person by any
of: (i) holding directly or indirectly fifty percent (50%) or more of the issued shares of capital
or stock (or other ownership interest if not a corporation) of such Person ordinarily having voting
rights; (ii) controlling the majority of the voting rights in such Person; or (iii) having the
right to appoint or remove directors holding a majority of the voting rights at meetings of the
board of directors of such Person.



“Customer” means any Person purchasing from Sprint any services offered for sale by Sprint or its
Affiliates, including a Retail Subscriber, or its resellers other than Purchaser, its Affiliates,
or Related Entities or any End Users purchasing such services through Purchaser, its Affiliates, or
Related Entities.



“Customized Services” are implementation, customization, interface development or other specialized
services that are not specifically included under this Agreement that Purchaser requests from
Sprint, as agreed to and documented under the Work Order process set forth in the Private Label
Operations Manual and Section 5.8.



“Device” means a Handset or a Wireless Data Device.



“Device Proprietary Information” has the meaning assigned to the term in Section 7.1.3.



“Effective Date” has the meaning given in the Preamble.



“End User” means any Person purchasing Private Label Service from Purchaser, one of its Affiliates,
or one of its Related Entity under the terms of this Agreement, including any Person purchasing
Private Label Service from Purchaser, one of its Affiliates or one of its Related Entities through
an IR under Section 2.4.



“ESN” means the electronic equipment number assigned to a Device by the manufacturer. Newly
manufactured wireless devices are now assigned an MEID in place of an ESN. For purposes of this
Agreement, the use of “ESN” shall also include “MEID”.



“Facilities” means the telecommunications switching equipment, cell site transceiver equipment,
connecting circuits, software and other equipment installed, maintained, expanded, modified or
replaced by Sprint to render PCS Services within a Market.



“Facilities-Based Wireless Services Provider” means a wireless carrier that on a consolidated basis
with its Affiliates has revenue from providing wireless or wireline telecommunications services in
the United States in excess of $500,000,000 in its most recent fiscal year ended prior to the date
of the CoC Event Notice.



“FCC” means the Federal Communication Commission and any successor agency.



“Governmental Authority” means any nation or government, or 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.



“Handset” means a wireless phone, PDA, “smart phone” or other similar device that is designed
primarily for wireless voice services, and that is capable of making voice calls and that may be
capable of transmitting data.



“including” and its derivatives (such as “include” and “includes”) whether or not capitalized in
the Agreement, means including, but not limited to.



“Initial Term” has the meaning given in Section 3.1.



“In Service Date” means the date that Purchaser first has End Users activated in any Market under
this Agreement.







Purchaser/Sprint Confidential Information — RESTRICTED


2









 







			
	 	 	 
	Confidential
	 	Execution Copy
	 	 	 








“Internet Protocol Detail Record” or “IPDR” means an unrated 3G packet data transport usage billing
record, or other similar record that may be agreed by the Parties, to be used in connection with
new technology that is made available to Purchaser under Section 5.2.



“IRs” means Persons authorized to sell Purchaser’s products and services under the Brand(s) on
behalf of Purchaser, its Affiliates, or Related Entities from time to time. IRs do not purchase
Private Label Service from Purchaser, its Affiliates, or Related Entities and do not establish,
market or sell their own price plans in connection the Private Label Service provided under this
Agreement; rather, IRs market and sell price plans established by Purchaser, its Affiliates, or
Related Entities and receive a commission from Purchaser, its Affiliates, or Related Entities for
the sale of such services and price plans. For purposes of clarity, a Person who acts as an
intermediary (e.g., a distributor) between any of Purchaser, its Affiliates, or its Related
Entities, on the one hand, and a retailer, on the other hand, shall be deemed to be an IR and not a
reseller.



“License” means the license issued by the FCC to Sprint or a Sprint Service Provider Affiliate that
is required for Sprint to perform its obligations hereunder.



“MDN” means a mobile directory number assigned to a Device by Sprint under Section 5.5, which is
not owned by Sprint and may be moved from one carrier to another carrier.



“MEID” means a 40 character mobile equipment identifier assigned to a Device by the manufacturer in
place of an ESN.



“MSID” means a mobile station identifier assigned to a Device by Sprint that is owned by Sprint and
may not be moved to another carrier, but which allows for porting of an End User’s MDN to another
carrier.



“MTSMS” means a mobile terminated SMS message.



“MetroPCS” means MetroPCS Communications, Inc., a Delaware corporation with its principal executive
offices located at 2250 Lakeside Boulevard, Richardson, TX, together with its subsidiaries,
Affiliates, successors and assigns. For purposes of clarity, if there is a Change of Control
Event between MetroPCS and Purchaser or any of their respective Affiliates, the successor Person(s)
shall be deemed to be “Purchaser” but not “MetroPCS”.



“Net End Users” means, with respect to a calendar month during the Term after the In Service Date,
the number of End Users that have activated Private Label Service in the Markets as of the last day
of such month minus the total number of End Users that have deactivated Private Label Service in
the Markets as of such date. For purposes of this definition, (i) an End User assigned to the
Suspend Plan shall not be considered “deactivated” and (ii) each MDN activated by an End User shall
count as a separate End User.



“PCS” means all radio communications that encompass mobile and ancillary fixed communication as set
forth in 47 C.F.R. Part 24.5, which as of the Effective Date utilizes the frequency bands used in
the Sprint Network.



“PCS Service” means the 3G PCS services provided under this Agreement by Sprint including Sprint
voice service, Sprint Data Transport Service, and Short Messaging Service as more particularly
described in Schedule 1.0. For the purposes of clarification, PCS Services do not include Roaming.
“PCS Service” also includes wireless services as modified, enhanced or replaced in accordance with
(and subject to the conditions of) Section 5.2.



“PDA” means a handheld device that combines computing, wireless phone, Internet and networking
features and that serves as a personal organizer.



“Person” means any individual, corporation, limited liability company, partnership, firm, joint
venture, association, trust, joint stock company, unincorporated organization or other entity.







Purchaser/Sprint Confidential Information — RESTRICTED


3









 







			
	 	 	 
	Confidential
	 	Execution Copy
	 	 	 








“[***] Service Offering” means any wireless mobile voice or data service that: [***].



“Primary Markets” means the Markets listed in Schedule 2.0 that are indicated with an asterisk.



“Private Label Operations Manual” means Sprint’s standard operations manual applicable to all of
Sprint’s wireless resellers concerning the sale of PCS Services to private label customers. As of
the Effective Date, the Private Label Operations Manual is version 3.8, as it may be revised by
Sprint in accordance with Section 5.7 subject to Section 8.1.



“Private Label Service” means the wireless service provided by Purchaser to End Users under the
Brands utilizing the PCS Services provided to Purchaser by Sprint under this Agreement.



“Related Entities” means LCW Wireless Operations, LLC, Denali Spectrum Operations, LLC, and any
Persons with regard to which Purchaser owns a majority, non-controlling ownership interest and who
are formed to secure (via FCC auction or in the aftermarket) wireless spectrum for the purpose of
thereafter providing, among other things, [***] Service Offerings under the Brands in the
geographic areas in which spectrum is so secured.



“Roaming” means any wireless telecommunication service that does not use the Sprint Network.
As used in this Agreement, Roaming includes only those services on a non-Sprint network that are
made available under this Agreement to End Users with MSIDs homed to the Sprint Network. As used
in this Agreement, Roaming does not include services on the Sprint Network that are made available
to wireless subscribers of Purchaser, one of its Affiliates, or a Related Entity homed to
non-Sprint wireless network under the Roaming Agreement.



[***] has the meaning set forth in Section 2.8.10.



“SMS” or “Short Messaging Service” means an alphanumeric message of at least 160 characters that
uses Sprint’s short message gateway and service center, as further described in this Agreement
(including Schedule 1.0), and the Private Label Operations Manual.



“Secondary Markets” means the Markets listed in Schedule 2.0 that are not indicated with an
asterisk.



“Sprint Data Transport Service” means the transmission of data packets using Sprint’s CDMA 1xRTT
and EVDO (Rev 0 and Rev A) packet data switching network (PDSN). “Sprint Data Transport Service”
also includes such services as they may be modified, enhanced or replaced in accordance with (and
subject to the conditions of) Section 5.2.



“Sprint Device” is a Sprint or Sprint Affiliate offered Device that was designed for use of the
Sprint or Sprint Affiliate retail service.



“Sprint Market” or “Market” means (i) the Primary Markets and Secondary Markets listed on Schedule
2.0, (ii) any other area or areas listed as such in the Private Label Operations Manual, and (iii)
any other area or areas in which Sprint commences provision of PCS Services to Customers after the
Effective Date, in each case as such markets or areas may be amended by Sprint at any time, subject
to the terms and provisions of this Agreement.



“Sprint Network” means the CDMA network owned and operated by Sprint and the Sprint Service
Provider Affiliates, as such network may be enhanced or replaced under Section 5.2.



“Sprint Service Provider Affiliate” means an entity that provides mobile wireless
telecommunications products and services under the “Sprint” or “Sprint Spectrum” service marks or
any other service marks owned by Sprint or its Affiliates or subsequently used by Sprint pursuant
to an arrangement with Sprint under which the Sprint Service Provider Affiliate constructs wireless
network coverage and performs operational functions in defined geographic areas. Such geographic
areas will be labeled “Sprint Service Provider Affiliate Markets” in the Private Label Operations
Manual.






 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.




Purchaser/Sprint Confidential Information — RESTRICTED


4









 







			
	 	 	 
	Confidential
	 	Execution Copy
	 	 	 










“[***] Network” means a wireless, mobile voice and data network owned and controlled by Sprint or
any of its Affiliates, but does not include the iDEN network or any network providing services over
2.5 GHz spectrum (including the Clearwire network) or any unlicensed spectrum. For purposes of
clarification, a [***] Network does not include any third party network over which Sprint or any of
its Affiliates has access solely by virtue of contractual relationship with a third party other
than a Sprint Affiliate, through roaming relationships or otherwise, unless otherwise agreed in
writing by such third party.



“Taxes” means all taxes, including federal, state or local sales, use, excise, gross receipts or
other taxes or tax-like fees, imposed on or with respect to PCS Services by a Governmental
Authority.



“Term” means the Initial Term under Section 3 and any renewal periods thereunder.



“Tracfone” means TracFone Wireless, Inc., a subsidiary of América Móvil, together with its
subsidiaries, Affiliates, successors and assigns.



“Wireless Data Device” means a wireless data communications network device that provides wireless
connectivity to the Sprint Network for wireless transmission of 3G data packets or data packets of
a [***] to the extent Purchaser has [***] under Section 5.2.2. A Wireless Data Device includes (i)
a device that installs on or is embedded in a personal computer and (ii) a standalone device with
multiple connectivity capability.



“Work Order” means a work order in the form and containing the applicable requirements set forth in
the Private Label Operations Manual under which Purchaser requests Customized Services.



In addition, the defined terms set forth in the table below have the meaning given in the
referenced section of this Agreement:




	 	 	 
	Term	 	Section
	A2P

	 	5.1.3 
	A2P

	 	Schedule 1.0, § 2.13 
	ACH

	 	6.2 
	Agreed Project Plan

	 	Schedule 5.0, § 1.2 
	AMS

	 	Schedule 1.0, § 2.12 
	Annual Revenue Amount

	 	2.8.1(b) 
	[***]

	 	[***] 
	API

	 	Schedule 1.0, § 2.11 
	Auditors

	 	17.16(b) 
	Base MRC Bundles

	 	Schedule 1.0, § 2.1.1(a) 
	Benchmark Date

	 	Schedule 1.0, § 2.1.5(a) 
	Benchmark Retail Price

	 	Schedule 1.0, § 2.1.5(h) 
	Benchmark [***] Plan

	 	Schedule 1.0, § 2.1.5(h) 
	Billing Records Interface

	 	Schedule 1.0, § 2.12 
	Brands

	 	2.3 
	[***]

	 	[***] 








 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.





Purchaser/Sprint Confidential Information — RESTRICTED


5









 







			
	 	 	 
	Confidential
	 	Execution Copy
	 	 	 






	 	 	 
	Term	 	Section
	Business Request Document or BRD

	 	5.8 
	[***]

	 	[***] 
	CDRs

	 	Schedule 1.0, § 2.12.1 
	Change of Control Event

	 	14.1.3(a) 
	[***]

	 	[***] 
	Claim

	 	12.3(i) 
	Cloning Fraud

	 	8.3 
	CoC Event Notice

	 	14.1.1(a) 
	CoC Termination Notice

	 	14.1.1(a) 
	Comparable Reseller

	 	2.8.2(a)(A) 
	Competitive Acquisition

	 	14.1.3(b) 
	Competitive MVNO Agreement

	 	2.8.2(a)(A) 
	Confidential Information

	 	15.4 
	Core Network Services

	 	5.2.1(a) 
	[***]

	 	[***] 
	Customized Integration Services

	 	Schedule 5.0, § 4 
	Customized Integration Work

	 	5.8 
	Damages

	 	12.1 
	Deadband Percentage

	 	Schedule 1.0, § 2.1.3 
	Deferral cap

	 	2.8.1(j) 
	Demarcation Point

	 	Schedule 4.0, § 5.A.2 
	Device Proprietary Information

	 	7.1.3 
	Due Date

	 	6.2 
	force majeure

	 	17.13 
	Handset Offering Monthly Recurring Charge

	 	Schedule 1.0, § 2.1.5(d) 
	include

	 	17.2 
	Indemnified Party

	 	12.3(i) 
	Indemnifying Party

	 	12.3(i) 
	Independent Auditors

	 	17.16(f) 
	Initial Implementation Fee

	 	Schedule 1.0, § 2.9 
	Initial Term

	 	3.1 
	Integration

	 	Schedule 5.0 (Preamble) 
	Integration SOW

	 	Schedule 5.0 (Preamble) 








 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.





Purchaser/Sprint Confidential Information — RESTRICTED


6









 







			
	 	 	 
	Confidential
	 	Execution Copy
	 	 	 






	 	 	 
	Term	 	Section
	Interest Rate

	 	6.3 
	IPDRs

	 	Schedule 1.0, § 2.12.2 
	KB

	 	Schedule 1.0, § 2.1.1(a) 
	Licensees

	 	7.1.3 
	MAE

	 	Schedule 1.0, § 2.12 
	Material Breach

	 	13.1 
	MB

	 	Schedule 1.0, § 2.1.1(a) 
	MDN Pooling

	 	5.5 
	Metro Event Notice

	 	14.1.2(a) 
	Minimum Annual Revenue Commitment

	 	2.8.1(a) 
	Modification

	 	8.1(a) 
	Modified Element

	 	Schedule 5.0, § 3.2 
	Monthly Average Handset End Users

	 	Schedule 1.0, § 2.1.1(a) 
	MOU

	 	Schedule 1.0, § 2.1.1(a) 
	MRC Satisfaction Date

	 	Schedule 4.0, § 2.C 
	National Prepaid Service Provider

	 	Schedule 1.0, § 2.1.5(h) 
	[***]

	 	[***] 
	[***]

	 	[***] 
	Network Elements

	 	Schedule 5.0 (Preamble) 
	[***]

	 	[***] 
	[***]

	 	[***] 
	New Core Network Services

	 	5.2.1(a) 
	Parent

	 	14.1.3(a)(v) 
	PDR

	 	5.1.3 
	POIs

	 	Schedule 5.0, § 4.1 
	Pre-Launch Support Period

	 	Schedule 5.0, § 2.1 
	Pricing Bundle MRC

	 	Schedule 1.0, § 2.1.1(a) 
	Pricing Bundles

	 	Schedule 1.0, § 2.1.1(a) 
	PRL

	 	Schedule 5.0, § 4.3.3 
	Proposed Project Plan

	 	Schedule 5.0, § 1.2 
	Purchaser Indemnitee

	 	12.2 
	Purchaser Marks

	 	10.2 
	Reporting Package

	 	Schedule 4.0, § 1.C 








 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.





Purchaser/Sprint Confidential Information — RESTRICTED


7









 







			
	 	 	 
	Confidential
	 	Execution Copy
	 	 	 






	 	 	 
	Term	 	Section
	Retail Subscribers

	 	5.2.2 
	[***]

	 	[***] 
	Security Standards

	 	15.6 
	[***]

	 	[***] 
	[***]

	 	[***] 
	[***]

	 	[***] 
	SMPP

	 	Schedule 1.0, § 2.13 
	SMPP Protocol Requirements and NCRF Template

	 	Schedule 1.0, § 2.13 
	SMS

	 	Schedule 1.0, § 2.1.1(a) 
	Sprint Indemnitee

	 	12.1 
	Sprint Marks

	 	10.1 
	Sprint PM

	 	8.6 
	TDRs

	 	Schedule 1.0, § 2.12.2 
	Technical Manager

	 	Schedule 5.0, § 2.1 
	Termination Event

	 	Schedule 4.0, § 2.A 
	Throughput

	 	5.11 
	Total Minimum Revenue Commitment

	 	2.8.1(a) 
	USF

	 	6.5.2 
	Voting Securities

	 	14.1.3(a)(v) 







	2.	 	Purchaser Relationship






	2.1.	 	General




Sprint will provide and sell PCS Services and Roaming to Purchaser in accordance with this
Agreement, and Purchaser will pay Sprint for the PCS Services and Roaming Purchaser purchases from
Sprint at the charges set forth in Schedule 1.0 in accordance with Section 6 of this Agreement.
Sprint authorizes Purchaser to market and sell the PCS Services as Private Label Service in each
Market to End Users, as more fully described in this Agreement.





	2.2.	 	Limited Purpose




The Parties acknowledge and agree that Purchaser, its Affiliates and its Related Entities may offer
Private Label Service only as a [***] Service Offering.





	2.3.	 	Brand Restrictions




Purchaser may market and sell the PCS Services as Private Label Service only under service marks,
trademarks, and trade names that are owned by Purchaser, one of its Affiliates, any Person that
survives a Change of Control Event concerning Purchaser or one of its Affiliates, or any of its
Related Entities (“Brands”). Nothing in this Agreement shall prohibit Purchaser from, and Sprint
agrees that Purchaser






 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.





Purchaser/Sprint Confidential Information — RESTRICTED


8









 







			
	 	 	 
	Confidential
	 	Execution Copy
	 	 	 





may engage in, co-branding, offering, marketing or selling the Private Label Service under service
marks, trademarks, or trade names that are owned or controlled by IRs, provided that the Brands
have the same or greater prominence than the marks, trademarks, or trade names of any such IR with
whom Purchaser agrees to co-brand and offer, market, or sell the Private Label Service.





	2.4.	 	Sales through Independent Representatives and Agents




Purchaser, its Affiliates, and Related Entities may market and sell Private Label Service through
IRs. Purchaser is solely responsible for all aspects of the calculation and payment of any
commissions or other payments of any kind to its IRs. Each IR must clearly and conspicuously
disclose that it is an agent of Purchaser on all IR marketing materials and website pages used to
promote the Private Label Service, and must never state that the IR is an agent of Sprint.



Purchaser, its Affiliates, and Related Entities shall maintain ownership of, and be the contracting
party with, all End Users including those acquired by its IRs, by directly providing all billing,
collection, customer service, and all support necessary to provide Private Label Service (provided,
however, that nothing herein shall restrict or prevent Purchaser from outsourcing or subcontracting
any such functions or services to any other Person). Purchaser remains responsible for any such
Person with whom Purchaser enters an outsourcing or subcontracting relationship.





	2.5.	 	Control of Sprint Network




Without limiting the obligation of Sprint to provide the PCS Services in accordance with this
Agreement (including Schedule 4.0), no provision of this Agreement will be construed as vesting in
Purchaser any control whatsoever in any facilities or operations of Sprint, including the
Facilities, or the operations of any Sprint Service Provider Affiliate or contractual third party
of Sprint. No provision of this Agreement will be construed as vesting in Sprint any control
whatsoever in any facilities or operations of Purchaser, its Affiliates, its Related Entities, its
IRs, or its resellers, or any of their respective contractual third parties.





	2.6.	 	No Sale to Other Resellers




Purchaser will not directly or knowingly through any third party (and will not permit its
Affiliates or Related Entities to) enter into any agreement with any Person or other arrangement
with any Person granting such Person any rights to purchase Private Label Service for resale to
other Persons. For purposes of clarity, an IR shall not be considered a “reseller” if it only acts
as sales agent of Purchaser (i.e. selling Purchaser’s [***] Service Offering under the Brands), an
Affiliate or a Related Entity selling the Private Label Services under a Brand.





	2.7.	 	Compliance of Affiliates, Related Entities and IRs




Where this Agreement refers to Purchaser, it shall be read to include Purchaser’s Affiliates and
Related Entities with respect to the exercise of Purchaser rights under this Agreement but not with
respect to liabilities or responsibilities. Purchaser will be solely responsible for how (if at
all) it communicates with its Affiliates, Related Entities and IRs regarding their acts and
omissions in connection with this Agreement and the extent to which (if at all) Purchaser
contractually requires its Affiliates, Related Entities and IRs to be contractually bound to
Purchaser in connection with this Agreement. Further, Purchaser shall be liable to Sprint for the
acts and omissions of Purchaser Affiliates, the Related Entities and the IRs as if such acts and
omissions were committed by Purchaser as it relates to their compliance with the applicable terms
of this Agreement. Without limiting the generality of the foregoing, nothing in this Section 2.7
will be interpreted to expand or limit the substantive scope of such liability as it exists under
the terms of this Agreement with respect to Purchaser.





	2.8.	 	Minimum Commitments






	 	2.8.1.	 	Minimum Commitments





     (a) For each Contract Year during the Term, Purchaser shall pay Sprint the minimum revenue
commitments set forth in Table 1 below (as such minimum revenue commitments may be adjusted or
waived as specifically set forth in this Agreement, including Schedules 1.0 and 4.0). As used
herein, each amount set forth in Table 1, other than the Total Minimum Revenue Commitment, is
referred



 

	 
	***	 	Certain information on this page has been omitted and filed separately with the Commission. Confidential
 treatment has been requested with respect to the omitted portions.




Purchaser/Sprint Confidential Information — RESTRICTED


9









 







			
	 	 	 
	Confidential
	 	Execution Copy
	 	 	 





to individually as a “Minimum Annual Revenue Commitment” and the total of all such Minimum
Annual Revenue Commitments is the “Total Minimum Revenue Commitment.”




	 	 	 	 	 	 	 	 	 
	Table 1
	 	 	 	 	 	 	Maximum[***]
	 	 	 	 	 	 	Revenue Allocable
	 	 	Minimum Annual	 	Against Minimum
	 	 	Revenue	 	Annual Revenue
	Commitment Period	 	Commitments	 	Commitment
	Effective Date
through December 31,
2011 (Contract Year
1)

	 	$25,000,000 (subject
to Sections 2.8.1(j)
and (k))
	 	$	[***]	 
	 
	 	 	 	 	 	 	 	 
	January 1 through
December 31, 2012
(Contract Year 2)

	 	$75,000,000 (subject
to Section 2.8.1(j)
and (k))
	 	$	[***]	 
	 
	 	 	 	 	 	 	 	 
	January 1 through
December 31, 2013
(Contract Year 3)

	 	$75,000,000	 	 	 	$	[***]	 
	 
	 	 	 	 	 	 	 	 
	January 1 through
December 31, 2014
(Contract Year 4)

	 	$75,000,000	 	 	 	$	[***]	 
	 
	 	 	 	 	 	 	 	 
	January 1 through
December 31, 2015
(Contract Year 5)

	 	$50,000,000	 	 	 	$	[***]	 
	 
	 	 	 	 	 	 	 	 
	Total Minimum Revenue
Commitment

	 	$300,000,000	 	 	 	$	100,000,000	 






     (b) Except as otherwise provided in Section 2.8.1(g), the following amounts paid under this
Agreement during a Contract Year shall be used to determine whether Purchaser has met its Minimum
Annual Revenue Commitment for such Contract Year: (i) all amounts paid during such Contract Year
under Schedule 1.0 of this Agreement (including Wireless Data Device usage by End Users); and (ii)
those amounts paid for [***] under that certain [***]; provided, however, that Purchaser may not
count amounts under clause (ii) with respect to: (x) a Contract Year to the extent such amounts
exceed the applicable maximum amount for such Contract Year set forth in Table 1; or (y) such
amounts exceed the aggregate maximum set forth in Table 1. The amounts described in (i) and (ii)
shall constitute the “Annual Revenue Amount.”



     (c) If, at the end of any Contract Year, the applicable Annual Revenue Amount during such
Contract Year is less than the applicable Minimum Annual Revenue Commitment for such Contract Year,
Purchaser shall pay Sprint an amount equal to such shortfall amount. Sprint shall include such
shortfall amount in the invoice for the next complete billing cycle. If, at the end of any
Contract Year(s), the applicable Annual Revenue Amount exceeds the applicable Minimum Annual
Revenue Commitment, the





 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.




Purchaser/Sprint Confidential Information — RESTRICTED


10









 







			
	 	 	 
	Confidential
	 	Execution Copy
	 	 	 










amount of any such excess will be included in the Annual Revenue Amount for succeeding
Contract Year(s) to the extent there is a shortfall in any such Contract Year(s).




     (d) Subject to any upward adjustment pursuant to Section 14.1.2, once the aggregate Annual
Revenue Amounts exceed the Total Minimum Revenue Commitment of $300,000,000, Purchaser shall have
no further Minimum Annual Revenue Commitments under this Section 2.8 and all future Minimum Annual
Revenue Commitment will be deemed waived. Sprint expressly acknowledges and agrees that the Total
Minimum Revenue Commitment shall not exceed $350,000,000.



     (e) Subject to Section 16, the provisions of this Section 2.8 shall survive any change of
control, business combination, transfer of assets or any other form of transaction such that it
will be binding and enforceable on any successor to, or assignee of, Purchaser unless the Agreement
is terminated by a Party.



     (f) If Purchaser terminates the Agreement in its entirety under Section 13.1, Purchaser shall
have no further Minimum Annual Revenue Commitments under this Section 2.8 and all future Minimum
Annual Revenue Commitment will be deemed relieved. The Minimum Annual Revenue Commitment for a
Contract Year with fewer than 365 days shall be prorated.



     (g) If there is a Change of Control Event involving Purchaser, at Purchaser’s election,
Purchaser may [***].



     (h) If Leap fails to make a payment of money that is not subject to dispute under Section 6.4
and such failure continues for more than 30 days after notice from Sprint, at Sprint’s election,
any existing or future Minimum Annual Revenue Commitments that have not been fully exhausted under
this Section 2.8.1 (but as they may have been adjusted in accordance with this Agreement) will be
due and payable as of the effective date of such termination.



     (i) If Sprint terminates the Agreement in its entirety under Section 13.1(iii), Purchaser will
pay to Sprint (due as of the effective date of such termination) an amount equal to [***].



     (j) Subject to Section 2.8.1(k), to the extent a delay past July 31, 2011 is caused by [***].



     (k) If the In Service Date is delayed beyond December 31, 2011, and the delay beyond December
31, 2011 is caused by [***].




	 	2.8.2.	 	[***] and Non-Exclusivity





     (a) [***]





 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.





Purchaser/Sprint Confidential Information — RESTRICTED


11









 







			
	 	 	 
	Confidential
	 	Execution Copy
	 	 	 






     (b) Non-Exclusivity. At its discretion, Purchaser may enter into an agreement with any other
Person for the purchase and sale of services similar to the PCS Services at any time. Sprint
acknowledges and agrees that the only commitment being made by Purchaser with respect to the volume
of Private Label Services that it is selling is its obligation to pay the Minimum Annual Revenue
Commitment (as it may be adjusted in accordance with this Agreement). At its discretion, Sprint
may enter into an agreement with any other Person for the sale of services similar to the PCS
Services.




	3.	 	Term and Phase Out Periods






	3.1.	 	General




Subject to the breach and early termination provisions set forth in Section 13, the initial term of
this Agreement commences on the Effective Date and ends on December 31, 2015 (the “Initial Term”).
The term of this Agreement will renew for successive one year terms unless a Party gives the other
Party at least 180 days advance notice of its intent not to renew the Agreement; provided, however,
that the Term of this Agreement shall not exceed 10 years.





	3.2.	 	Phase-Out Period




Upon the effective date of expiration of the Term or earlier termination of this Agreement, the
applicable phase-out period set forth in Section 13.4 applies.





	4.	 	Representations and Warranties




Each Party makes the following representations and warranties as of the Effective Date:





	4.1.	 	Due Incorporation or Formation; Authorization of Agreements




The Party is a company duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization. The Party has the full power and authority to execute and
deliver this Agreement and to perform its obligations under this Agreement.





	4.2.	 	No Conflict




Neither the execution, delivery and performance of this Agreement, nor the consummation by the
Party of the transactions contemplated in this Agreement, will conflict with, violate or result in
a breach of: (a) any applicable law, regulation, order, or determination of any Governmental
Authority, (b) any of the terms, conditions or provisions of the certificate of organization,
bylaws or other governing documents of the Party, or (c) any material agreement or instrument to
which the Party is or may be bound or to which any of its material properties, assets or businesses
is subject. Neither Party has received any currently effective notice of material default under
any agreement that is required for it to perform under this Agreement and that would have a
material adverse impact on the ability of any Party to perform its obligations set forth in this
Agreement.





	4.3.	 	Litigation




There are no actions, suits, proceedings or investigations pending or, to the knowledge of the
Party, threatened against or affecting the Party or any of its properties, assets or businesses in,
before or by any Governmental Authority which could, if adversely determined, reasonably be
expected to have a material adverse effect on the Party’s ability to perform its obligations under
this Agreement.





	5.	 	Scope of PCS Service




Sprint shall provide the PCS Service in accordance with this Agreement, including this Section 5
and Schedule 1.0.





	5.1.	 	Limitation on Scope of PCS Service






	 	5.1.1.	 	General





Purchaser/Sprint Confidential Information — RESTRICTED


12









 







			
	 	 	 
	Confidential
	 	Execution Copy
	 	 	 






     (a) PCS Service is available to compatible Sprint-certified Devices (see Section 7.1.1) only
within the operating range of the Sprint Network.



     (b) Sprint shall provide the PCS Service with the same level of quality, performance,
reliability and clarity as the services comprising the PCS Service that Sprint provides to its
Customers utilizing the services in the same geographic location and the same operating
environment. For this purpose, whether Purchaser and the Customers are using the “same operating
environment” will be determined by all relevant factors, including the brand and model of Devices
being used by the End Users and other Customers, and the services to be provided by Purchaser,
Sprint and/or Sprint’s other wireless resellers to their respective subscribers.



     (c) Subject to and without limiting those specific remedies set forth in Schedule 4.0 (which
include termination of this Agreement), Sprint is not liable to Purchaser with respect to any PCS
Service interruption, curtailment or other limitation, provided that Sprint is in compliance with
subsection (b) above. Sprint is not liable to End Users with respect to any PCS Service
interruption, curtailment or other limitation.



     (d) In addition to its obligations related to PCS Service, Sprint will provide the services
described in this Agreement in a commercially reasonable manner and subject to the terms and
provisions of this Agreement. With respect to other services and support Sprint is obligated to
provide under this Agreement (but not including Customized Services, which are addressed in Section
5.8, or handset certification), Sprint will not discriminate against Purchaser in establishing
priorities or timelines, other than as necessary for Sprint to address urgent or exigent matters
that may not be resolved without such discrimination.




	 	5.1.2.	 	Availability of Facilities and Licenses




Sprint shall obtain, retain and maintain suitable Facilities and licenses, including the License
for each Market as required to provide the PCS Service hereunder in accordance with this Agreement.





	 	5.1.3.	 	Purchaser/A2P Short Messaging Service




All Purchaser SMS must be sent through a dedicated connection to the Pre-Delivery Router (“PDR”)
pre-approved in writing by Sprint. Purchaser SMS must be sent using short message peer-to-peer
(SMPP) protocol. Sprint’s application to person (“A2P”) SMS will allow Purchaser to send bulk
messages to its End Users in accordance with this Agreement and the Private Label Operations
Manual. If Purchaser desires to send large batch SMS messages or SMS messages in rapid succession,
Purchaser must comply with Sprint’s then current requirements. If Purchaser is in breach of any of
the terms of this Section 5.1.3, Sprint may in its sole discretion, and in addition to any other
rights and remedies it may have under this Agreement, immediately discontinue the provision of
Purchaser and/or A2P SMS until such time as the noncompliance is remedied in Sprint’s reasonable
opinion.





	 	5.1.4.	 	End User SMS





     (a) Sprint’s End User SMS system is run through a dedicated IP address on its PDR. Due to
this transmission method, an End User’s MDN or other information may be transmitted over the
Internet when using End User SMS. In addition, when an End User uses a Device to browse the
Internet, the End User’s MDN or other information may be transmitted over the Internet. Purchaser
is responsible for informing its End Users of the risks associated with such End User SMS use and
browsing the Internet with a Device.



     (b) If an individual Device is unable to receive an SMS message because such Device is: (i)
turned off or (ii) traveling or Roaming in a location that does not have text messaging
capabilities, SMS messages will remain in a queue for the time period as established by Sprint and
consistently applied with respect to other resellers.



     (c) Sprint will provide the ability to deliver mobile-originated SMS from End Users to email
recipients and to deliver mobile-terminated SMS from email. Sprint will convert the email subject
and body to an SMS message and deliver the SMS to the applicable End User using a conversion
process that is consistent with the practices used for Sprint’s other Customers.



Purchaser/Sprint Confidential Information — RESTRICTED


13









 







			
	 	 	 
	Confidential
	 	Execution Copy
	 	 	 







	5.2.	 	Included Services and Future Technologies






	 	5.2.1.	 	PCS Service — Transmission Functionality





     (a) Subject to Section 5.2.1(b), the PCS Services included under this Agreement include all
voice and data (including SMS) transmission functionality over the Sprint Network as of the
Effective Date (as the same may be modified, enhanced or updated by Sprint from time to time in the
normal course of operation of the Sprint Network) (the “Core Network Services”). Sprint will
provide commercially reasonable notice of the modifications, enhancements, and updates to the
Sprint Network and will make such modified, enhanced or updated Core Network Services that replace
existing voice and data (including SMS) transmission functionality over the Sprint Network
available to Purchaser at no additional cost as they are made available to any of Customers outside
of a test or trial environment.



     (b) If Sprint plans to introduce any new wireless telecommunications services that provide
voice and data (including SMS) transmission functionality over the Sprint Network (the “New Core
Network Services”), Sprint will provide Purchaser with commercially reasonable advance notice prior
to Sprint’s planned commercial launch thereof outside of a test or trial environment. Subject to
any applicable technical or resource constraints (that the responsible Party will work to
expeditiously resolve), Sprint will make such New Core Network Services available to Purchaser in
each Market where they have been commercially launched upon the earlier of: (1) 180 days following
Sprint’s commercial launch of such New Core Network Services (outside of a test or trial
environment) in such Market, provided that Sprint can demonstrate its efforts to launch such New
Core Network Services as a differentiated service offering; or (2) when Sprint makes such New Core
Network Services generally available to other resellers as part of its wireless resale program.
Upon the election of Purchaser, the Parties shall engage in good faith negotiations to agree the
price for such New Core Network Services that will apply to provision of New Core Network Services
as part of the PCS Services under this Agreement (and reasonable amendments to any terms that would
be, from a technical perspective, unreasonable to apply to the New Core Network Services); provided
that such price shall not exceed a commercially reasonable price.



     (c) Sprint shall design and implement changes to the Core Network Services and use
commercially reasonable efforts to design and implement New Core Network Services and any changes
thereto so that Purchaser’s systems and the End User’s Devices will continue to operate after such
changes and implementations without material degradation and without requiring a material change to
Purchaser’s systems or the Devices unless otherwise agreed by Purchaser; provided, however,
Purchaser acknowledges and agrees that Purchaser and its End Users may not have access to
transmission functionality of the replacement or modified Core Network Services or New Core Network
Service unless Purchaser makes changes to its systems and the End User’s Devices (e.g. a new Device
may be required to utilizes an enhanced functionality that becomes available with the change, but
the pre-existing services will remain functional). To the extent Purchaser’s fails to maintain its
operations in a commercially reasonable manner and such failure materially impacts Sprint’s ability
to comply with its obligations arising under this Section 5.2.1, Sprint shall not be responsible
for a failure to comply with this Section 5.2.1.




	 	5.2.2.	 	[***] Networks




Upon the earliest to occur of the date on which (i) Sprint has [***] at least [***]% of its retail
subscribers who purchase wireless services directly from Sprint or one of its Affiliates (“Retail
Subscribers”) [***] the Sprint Network [***] Network (measured from the total number of Retail
Subscribers on the Sprint Network at the time such [***] begins), (ii) the number of new Retail
Subscribers [***] Network that [***] such [***] Network as their primary transmission functionality
in any calendar quarter is in excess of [***]% of the aggregate number of new Retail Subscribers
[***] Network and the Sprint Network in such calendar quarter or, Sprint will provide Purchaser
with notice of the occurrence of any such event, and Purchaser shall have the option from and after
the occurrence of any such event to elect, by delivering written notice






 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.





Purchaser/Sprint Confidential Information — RESTRICTED


14









 







			
	 	 	 
	Confidential
	 	Execution Copy
	 	 	 





thereof to Sprint, to [***] from time to time during the Term [***] Network. During the 90 day
period following the exercise of such option, Sprint and Purchaser will use commercially reasonable
efforts to negotiate a mutually acceptable arrangement under which Sprint would provide Purchaser
with [***] Network. While Sprint and Purchaser will look to the terms of this Agreement in
determining what terms should apply to the [***] of such [***] Network, unless and until a binding
definitive written agreement is entered into, there will be no binding agreement between such
Parties with respect to [***] of the [***] Network except as otherwise set forth in this Section
5.2.2 nor will any discussion or course of conduct impose any obligation or liability on any Party
with respect to such arrangement. If, after expiration of such 90-day period, Sprint and
Purchaser have not entered into a definitive written agreement and such Parties do not otherwise
agree, the terms of this Agreement (including the pricing for the services set forth on Schedule
1.0 hereto, as reasonably adjusted to reflect units of measure set forth in Schedule 1.0 (e.g., MB,
SMS) that are not used to measure utilization of [***] to the [***] Network, but not including
Schedule 4.0 with respect to [***] or other terms dealing specifically with the functionality of
the Sprint Network, it being understood that it is [***] network) will continue to apply with
respect to Purchaser’s [***] of services on the [***] Network. Sprint will provide
commercially reasonable assistance in [***] Purchaser’s [***] to the [***] Network, it being
understood and agreed that all costs associated with such [***] (including any handset or other
Device costs) will be the sole responsibility of Purchaser. Subject to this Section 5.2.2, from
and after the date of Purchaser’s [***] to any [***] Network, references to the [***], as used in
the Agreement, shall include the [***] Network.





	 	5.2.3.	 	Other Networks and iDEN




Notwithstanding Sections 5.2.1 or 5.2.2 above or any other provision of this Agreement to the
contrary, this Agreement does not obligate Sprint or any of its Affiliates to provide Purchaser
with access to any services operating on any unlicensed spectrum or through the Clearwire Networks.
This Agreement does not obligate Sprint or any of its Affiliates to provide iDEN products or
services.





	5.3.	 	Sprint Device Handling Services




Subject to Section 5.12, Purchaser will be responsible for making its own arrangements to purchase
compatible, Sprint-certified and approved Devices and accessories from authorized manufacturers or
Device fulfillment vendors as specified in the Private Label Operations Manual.





	5.4.	 	Coverage Maps




Sprint will make coverage maps available to Purchaser for its use as more particularly described in
the Private Label Operations Manual. The maps will not be materially different from the maps
produced by Sprint in connection with Sprint’s branded services. Although Purchaser acknowledges
the maps are designed to generally show where PCS Service works, but Sprint does not guaranty the
accuracy of the maps. The maps provided will be generated using predictive modeling and mapping
techniques commonly used in the wireless service industry to depict approximate outdoor coverage
under normal operating conditions on the Sprint Network. If a coverage map contains a Sprint logo
or identification, it must be removed from the map prior to publication or distribution by
Purchaser. Additionally, the maps published or distributed by Purchaser must not imply that the
Sprint Network or the Facilities are owned or operated by Purchaser or its IRs.



Sprint is not liable to Purchaser or End Users for any claim or damage related to or arising out of
or in connection with any map information, including the accuracy thereof, provided it meets its
obligations under this Section 5.4.





	5.5.	 	MDN Pooling




Purchaser will utilize the “MDN Pooling” process as described in the Private Label Operations
Manual to assign MDNs under this Agreement. “MDN Pooling” means that all Sprint MDNs will be held
in a single






 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.




Purchaser/Sprint Confidential Information — RESTRICTED


15









 







			
	 	 	 
	Confidential
	 	Execution Copy
	 	 	 










repository without systematic sequential numbering restrictions and activated one at a time from
the Sprint MDN pool on a next available basis. Sprint may change its policy of MDN administration
with 60 days’ prior written notice to Purchaser; provided that Sprint’s policies, changes thereto,
and application thereof with respect to any Market shall be consistently applied across its retail
and wholesale operations such that Sprint will not allocate MDNs to Sprint, its Affiliates, or any
other Person in a manner that is more favorable than the allocation of MDNs to Purchaser, its
Affiliates or its Related Entities authorized to provide services under this Agreement.





	5.6.	 	Billing Records




Sprint will regularly (at least monthly) provide billing data or other billing records to Purchaser
in accordance with the Private Label Operations Manual. Payment for (i) defective billing records
or (ii) stale billing records, which are records that Sprint did not forward to Purchaser within
the period described in the Private Label Operations Manual, may be disputed under the procedures
set forth in Section 6.4. As set forth below, Purchaser shall not be obligated to pay for any
usage for which Sprint failed to submit a billing record within 180 days after the date of the
usage.





	5.7.	 	Private Label Operations Manual






	 	5.7.1.	 	Generally




Purchaser, on its behalf and on behalf of Purchaser Affiliates, acknowledges receipt of a copy of
the Private Label Operations Manual. The Private Label Operations Manual includes the
policies, practices, procedures, and processes under which (and relevant information and directions
pertaining to the manner in which) PCS Services are provided to Purchaser by Sprint. The Private
Label Operations Manual is in substantially the same terms as those for all resellers receiving
services similar to the PCS Services.





	 	5.7.2.	 	Conflict




The provisions of this Agreement supersede any inconsistent provisions of the Private Label
Operations Manual and any modifications thereto.





	 	5.7.3.	 	Modifications and Amendments




Subject to Section 5.7.2, the Private Label Operations Manual may be periodically modified or
supplemented by Sprint in the same manner and to the same extent as Sprint modifies the operations
manuals of all resellers, provided that Sprint provides Purchaser with 60 days’ prior written
notice before any material modification or supplement.





	5.8.	 	Customized Services




The Parties will formalize the requirements for any Customized Services through the Work Order
process contained in the Private Label Operations Manual. Nothing in this Section 5.8 will be
construed as an obligation to purchase Customized Services. Purchaser may, in its sole discretion,
from time to time request that Sprint provide a Customized Service. If Purchaser makes such a
request, Purchaser will provide Sprint with a “Business Request Document” or “BRD” under the Work
Order process for any requested Customized Services and the parties will thereafter work together
to negotiate in good faith the terms of a definitive Work Order in accordance with the Work Order
process. If the requested Customized Service is within the existing technical capabilities of the
applicable Facilities and is otherwise within or related to the scope of this Agreement, then
Sprint will work in good faith with Purchaser within the Work Order process; provided, however,
Sprint will not arbitrarily discriminate against Purchaser in establishing priorities or timelines
and any disparate treatment will be based on Sprint’s reasonable analysis of relevant factors
applied consistently across both its retail and wholesale operations. If the requested Customized
Service is not within the existing technical capabilities of the applicable Facilities or is not
otherwise within or related to the scope of this Agreement, then Sprint may elect to work in good
faith with Purchaser within the Work Order process, but will not be compelled to do so. All
Customized Services will be provided by Sprint at cost, without markup or margin. In the case of
labor, “cost” means




Purchaser/Sprint Confidential Information — RESTRICTED


16









 







			
	 	 	 
	Confidential
	 	Execution Copy
	 	 	 





the rate Sprint uses for internal accounting purposes for similar work that it performs for Sprint
and its Affiliates. This rate as of the Effective Date is $[***] per hour.



Sprint shall perform the work required under Schedule 5.0 (the Technical Services and Integration
Statement of Work) in accordance with this Agreement. Section 5 of Schedule 5.0 identifies the
integration work to be performed by Sprint that shall be treated as a Customized Service (the
“Customized Integration Work”). Any amounts payable by Purchaser for the Customized Integration
Work in excess of the applicable not-to-exceed amount set forth in Section 4 of Schedule 5.0 shall
be solely for Sprint’s account. Except as otherwise set forth in Schedule 5.0 or to the extent
Purchaser materially changes the scope of work to be performed under Schedule 5.0, there shall be
no additional charge to Purchaser for any work that is required under Schedule 5.0.





	5.9.	 	Viruses




Sprint will use commercially reasonable efforts to ensure that no Viruses or similar items are
coded or introduced into the Facilities that would have an adverse material impact on the PCS
Services, and that it shall use commercially reasonable efforts not to introduce or code any such
Viruses or similar items into any of Purchaser’s systems. Purchaser agrees that it shall use
commercially reasonable efforts not to introduce or code any such Viruses or similar items into any
of Sprint’s systems. In the event a Virus or similar item is found, Sprint or Purchaser (as
applicable) shall reduce the effects of the Virus or similar item and, if the Virus or similar item
causes a loss of operational efficiency or loss of data, Sprint or Purchaser (as applicable) shall
mitigate and restore such losses as mutually agreed by Purchaser and Sprint.





	5.10.	 	Location Based Services




As of the Effective Date, Purchaser has elected not to purchase or receive location based services
from Sprint, except (i) as set forth in Section 4.7 of Schedule 5.0, and (ii) with respect to
Sprint’s provision of 911 and E911 services to Purchaser. At any point during the Term Purchaser
may elect to purchase location based services from Sprint and Sprint agrees that it will provide
such services under commercially reasonable terms and prices that are mutually agreed to by the
Parties at the time of such election





	5.11.	 	Throughput




During the Term, Sprint shall provide its standard reports on the physical burst rate for
subscribers (“Throughput”), and deliver such measurements to Purchaser on at least a monthly basis
as part of the Reporting Package, as set forth in Schedule 4.0.





	5.12.	 	[***]




For the primary purpose of selling to End Users in Markets, to the extent each party is permitted
to under their agreements with [***], the parties will work in good faith to [***] Devices or
accessories by investigating the option of [***].





	5.13.	 	Support




From and after the In Service Date, Sprint will provide support on a 24x7 basis to Purchaser with
respect to incidents affecting and questions regarding the Sprint Network and mission-critical
processes, in a manner consistent with the support provisions and processes set forth in the
Private Label Operations Manual. During the provision of such support, the Parties shall (a)
cooperate as necessary to construct a complete file of all non-privileged information relating to
the unresolved issue, and (b) work in good faith to resolve the issue, and meet as required in
consideration of the nature of the unresolved issue, either in person, by video conference, phone,
or email, as appropriate.






 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.




Purchaser/Sprint Confidential Information — RESTRICTED


17









 







			
	 	 	 
	Confidential
	 	Execution Copy
	 	 	 












	6.	 	Billing and Terms of Payment






	6.1.	 	General




Subject to Section 6.4 below with respect to disputes, Purchaser will pay Sprint for all charges
associated with the use of the PCS Services by Purchaser as described in Schedule 1.0 and will pay
all charges and costs under a Work Order. There are no charges under this Agreement other than
those expressly set forth in Schedule 1.0, any charges approved in advance and in writing by
Purchaser for Customized Services, and any other charges described in the terms and provisions of
this Agreement. Disputed charges are governed by the procedures set forth in Section 6.4. All
charges under this Agreement are stated in US dollars.





	6.2.	 	Invoices




Sprint will provide to Purchaser regular monthly invoices of the charges incurred by Purchaser.
Each invoice shall include records and data to document all billings, including complete records of
call detail/traffic detail that supports its billing, which may be provided in electronic format
separate of any paper invoice. Sprint shall maintain all such records in accordance with generally
applicable accounting practices.



Purchaser expressly acknowledges that some charges incurred in a billing cycle may not appear on
the invoice or the billing data (or other billing record) for that billing cycle and that those
charges may appear on subsequent invoices or billing media; provided, however, that Purchaser shall
not owe any charges that are not sent to Purchaser in an invoice within [***] days after such
billing cycle and any usage that is not included in the billing data (or other billing media)
within [***] days after the end of the applicable billing cycle shall not be counted as usage for
purposes of determining any overage charges that would otherwise apply.



Subject to Section 6.4 below with respect to disputes, Purchaser will pay the invoice in accordance
with this Section 6.2. Payment for each invoice is due by wire transfer or automated clearing
house (“ACH”) transfer within [***] days of the date of Purchaser’s receipt of the invoice and
billing records meeting the requirements of this Section 6.2 (“Due Date”). An invoice will be
deemed paid when Sprint receives the wire transfer at the location designated by Sprint. Sprint
may, from time to time and with commercially reasonable prior written notice to Purchaser, modify
the date on which Purchaser’s monthly billing cycles commence as part of its overall billing cycle
management process, provided that Sprint shall provide Leap with at least 60 days’ notice of any
such change and provide Purchaser such support as is required in connection with any operational
impacts on Purchaser associated with any such change.





	6.3.	 	Late Payments




For amounts not disputed in good faith and not paid by the Due Date, Sprint may charge Purchaser a
late payment charge of [***]% per month (or the maximum amount allowable under applicable law,
whichever is less) (the “Interest Rate”) on the undisputed amount for the period commencing on the
Due Date and ending on the date payment is made.





	6.4.	 	Disputed Charges






	 	6.4.1.	 	General




Purchaser may not dispute amounts aggregating less than $1,000 on any invoice(s) during a single
billing cycle. Purchaser may withhold payment of the disputed portion of any invoice until the
dispute is resolved under this Section 6.4. Purchaser must timely pay the undisputed amount of any
invoice as provided in Section 6.2. Upon resolution of any dispute, payment of any disputed and
withheld amount that is determined to be due and owing is due and payable within [***] days
following resolution of the dispute. Nothing in this Section 6.4 prohibits Purchaser from
informing Sprint of any suspected billing errors on any invoice.






 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.




Purchaser/Sprint Confidential Information — RESTRICTED


18









 







			
	 	 	 
	Confidential
	 	Execution Copy
	 	 	 












	 	6.4.2.	 	Standard Dispute Periods




Purchaser will provide to Sprint written notice of any disputed charges for an invoice on or before
the Due Date along with a detailed explanation of the nature of the dispute in accordance with the
Private Label Operations Manual, and may withhold amounts for such disputed charges only if
Purchaser complies with the terms of this sentence. If Purchaser determines after paying an
invoice that there is a dispute with respect to all or part of the amount paid, then Purchaser may
provide to Sprint written notice of the disputed charges together with a detailed explanation of
the nature of the dispute within 180 days after the original Due Date of the invoice for the
disputed amount. Sprint will provide Purchaser with its determination regarding disputed charges
within 30 days after receipt of Purchaser’s dispute notice and explanation, and will credit
Purchaser’s account, if appropriate, within the 30 day period. Subject to the other requirements
in this Section 6.4.2, Purchaser may withhold any amounts for disputes related to prior invoices
from amounts currently due to Sprint for the most recent invoice.





	6.5.	 	Taxes and Other Levies by Governmental Authorities






	 	6.5.1.	 	Taxes




Purchaser will provide to Sprint valid and complete state resale exemption certificates for PCS
Services purchased from Sprint and resold to End Users for each state in which Purchaser resells
PCS Services to End Users. Purchaser is solely responsible for the computation, billing, and
collection of all applicable Taxes to End Users on PCS Services purchased from Sprint and resold as
Private Label Service to End Users. Purchaser is solely responsible for the timely and accurate
remittance of those Taxes to the appropriate tax jurisdictions. If Sprint is required to remit
Taxes directly to a tax jurisdiction, Sprint will invoice Purchaser for those Taxes and Purchaser
will pay them to Sprint under Section 6.2.





	 	6.5.2.	 	Other Levies by Governmental Authorities




Purchaser is solely responsible for the timely and accurate remittance of other levies by
Governmental Authorities or under such Governmental Authorities’ orders (i) on PCS Services, (ii)
mandated to be paid in proportion to receipts from Private Label Service, or (iii) mandated to be
paid in connection with the provision of Private Label Service, including Universal Service Fund
(“USF”) fees. Furthermore, no later than three (3) months following the In Service Date and no
later than March 1 of each subsequent calendar year, Purchaser must provide to Sprint a signed
statement that they are contributing into the USF based on the PCS Services provided to Purchaser
by Sprint. If Purchaser claims an exemption, Purchaser will provide to Sprint a valid and complete
exemption certificate. If Sprint is required to remit those levies directly to such Governmental
Authority, Sprint will invoice Purchaser for them and Purchaser will pay them to Sprint under
Section 6.2.





	7.	 	Purchaser Rights and Obligations






	7.1.	 	Devices






	 	7.1.1.	 	Compatibility




Purchaser will use, and will require its End Users to use, only Devices that:





	 	(i)	 	are compatible with the PCS Service, the Sprint Network, and the Facilities;
	 
	 	(ii)	 	comply with Sprint’s requirements for compatibility of Devices with the PCS
Services which have been disclosed to Purchaser, and the Facilities, including the
successful completion of Sprint’s Device certification process and the use of the
Device Proprietary Information licensed by Sprint under Section 7.1.3, and
	 
	 	(iii)	 	comply with all applicable FCC or other legal requirements for compatibility
of Devices with the PCS Services, and the Facilities.




Sprint shall apply its certification process for Devices under this Agreement on a
non-discriminatory basis no less favorable to Purchaser than the certification process Sprint
applies to its own Devices of a similar nature and any Devices used by its other resellers. In all
cases, Sprint will limit the scope of its certification criteria to Radio Compliance (as such term
is defined in the Private Label Operating Manual)






Purchaser/Sprint Confidential Information — RESTRICTED


19









 







			
	 	 	 
	Confidential
	 	Execution Copy
	 	 	 








and interoperability testing over the Sprint Network. If any Device used by an End User does not
comply with the standards set forth in this Section 7.1.1, Purchaser will ensure that the Device is
not used and, if necessary, terminate the use, or terminate the Private Label Service to the
offending End User. Purchaser acknowledges and understands that successful completion of Sprint’s
certification process does not indicate that a Device will operate properly on Sprint’s Network, or
even operate at all, but that such Device will not cause unacceptable levels of interference on
Sprint’s Network. Upon the request of Purchaser, Sprint and Purchaser shall reasonably
agree on a mutually acceptable roadmap for the certification of each Device requested to be
certified by Purchaser, which shall set forth the agreed upon start and end date for the completion
of such certification. Sprint hereby agrees that it will use commercially reasonable efforts to
complete the certification of each Device no later than 60 days following such agreed upon end
date, absent any material delay to the extent such material delay is caused by a third party,
including an OEM. An example of such a delay includes a third party not providing device software
and hardware consistent with the Lab Entrance Criteria outlined in the Private Label Operations
Manual by the agreed upon start date.





	 	7.1.2.	 	No Activation of Sprint Devices




Purchaser will not direct its IRs to target activation of Sprint Devices or otherwise offer
promotions targeted at the activation of Sprint Devices by its IR’s. Purchaser will not directly
or indirectly (through IR’s or otherwise) establish or otherwise knowingly permit or support any
program or arrangement by which Sprint Devices are purchased in bulk or otherwise acquired in bulk
(e.g., transshipment) for purposes other than activation and customary use by the individual
purchaser of such Sprint Devices. In the event Sprint notifies Purchaser of any activities
described in this Section 7.1.2, Purchaser agrees that it will promptly take commercially
reasonable steps to cease or cause to have ceased the offending activities. Without limiting the
generality of the application of foregoing, nothing in this Section 7.1 shall restrict or prohibit
Purchaser’s ability to purchase refurbished phones, including in bulk.





	 	7.1.3.	 	Sprint License to Use Certain Device Proprietary Information in
Devices Using the Private Label Service




For the Term (and during any phase-out period under Section 13.4) and subject to this Agreement,
Sprint grants to Purchaser a non-transferable, royalty-free, fully paid-up, non-exclusive license
for Purchaser and its Affiliates (collectively, the “Licensees”) to use and sell at retail the
Device Proprietary Information, in object code form, solely to permit the Licensees and End Users
to use the Private Label Service. Except as provided in this Section 7.1.3, Purchaser may not
assign or sublicense any of its license rights or copy, change, alter or modify the Device
Proprietary Information. “Device Proprietary Information” means (i) Sprint’s preferred roaming
list, as changed by Sprint, in its sole discretion, from time to time, (ii) software implementing
Sprint’s Device user interface design features and structure, developed and installed in Devices
with or for Sprint by manufacturers under agreements preserving Sprint’s proprietary rights
therein, including changes, updates, modifications and enhancements to the software which may be
effected from time to time during the term of this Agreement by Sprint, its agents or vendors; and
(iii) software effecting compatibility between Devices and the Facilities and any ancillary
systems, developed and installed in Devices with or for Sprint by manufacturers under agreements
preserving Sprint’s proprietary rights therein, including changes, updates, modifications and
enhancements to the software which may be effected from time to time during the Term by Sprint, its
agents or vendors, which software is embodied in firmware or read-only memory (programmable or
otherwise) or both associated with Devices which may be delivered to Purchaser by or on behalf of a
manufacturer authorized under the Private Label Operations Manual.





	 	7.1.4.	 	No Sprint Responsibility




Sprint will not be responsible to Purchaser or any End User for the operation, testing or
maintenance of any Devices. Sprint will not be required to make any changes, modifications or
additions to its equipment, operations or Facilities to accommodate Purchaser or the Devices
provided by Purchaser.





	 	7.1.5.	 	Provision of ESN





Purchaser/Sprint Confidential Information — RESTRICTED


20









 







			
	 	 	 
	Confidential
	 	Execution Copy
	 	 	 





Before Purchaser makes Devices available for sale to End Users or retailers in connection with
providing Private Label Service, Purchaser will provide to Sprint the ESN for each End User Device
in accordance with the Private Label Operations Manual.





	 	7.1.6.	 	Activation of Other Reseller Phones




Purchaser will not directly or indirectly (through IR’s or otherwise) establish or otherwise
knowingly permit or support any program or arrangement by which other Customer (including other
resellers) Devices are purchased in bulk (e.g., transshipment) or otherwise acquired in bulk for
purposes other than activation and customary use by the individual purchaser of such Devices. In
the event Sprint notifies Purchaser of any activities described in this Section 7.1.6, Purchaser
agrees that it will promptly take commercially reasonable steps to cease or cause to have ceased
the offending activities.





	7.2.	 	Purchaser’s Responsibility and Liability




Without limiting Sprint’s obligation to provide PCS Services, under the terms and provisions of
this Agreement and except as otherwise set forth in this Agreement, Purchaser will be responsible
for all services Purchaser provides to its End Users, including any credit verification, billing,
collection, customer service, and all support necessary to provide Private Label Service.
Purchaser is responsible for the costs and expenses associated with providing Private Label
Services to its End Users. Purchaser will report any trouble with respect to the Private Label
Service to Sprint only upon reasonable verification that the trouble is due to reasons other than
misuse or malfunctioning of End User Devices, the failure of those Devices to meet standards for
compatibility with PCS Service, or other elements or conditions within the reasonable control of
Purchaser.





	7.3.	 	Purchaser’s Responsibility for Fraud




Purchaser is responsible for all costs and procedures associated with End User fraud (other than
Cloning Fraud), such as subscription fraud, fraud associated with the use of the Private Label
Service, or usage on lost or stolen Devices that Purchaser fails to deactivate, as well as fraud
occurring in connection with Purchaser’s agents, employees or representatives, such as
employee-related theft; provided, however that if Purchaser is unable to deactivate services and
notifies Sprint in writing of such fraud and requests that Sprint deactivate an End User and Sprint
fails to do so within six hours of such notice, any usage (including MOUs) attributable to the
period after such six hour period will be excluded from the usage attributable to Purchaser under
Schedule 1.0 (including for purposes of determining whether overage charges may apply). The
provisions governing “Cloning Fraud” are set forth in Section 8.3 and the provisions governing
fraud on a Roaming provider’s network are set forth in Section 8.2.3.





	7.4.	 	Interference




Purchaser shall use commercially reasonable efforts to prevent Purchaser’s agents, employees, IRs,
representatives and End Users from interfering with the Facilities, the Sprint Network or the PCS
Service in a way as to impair the quality of service provided by Sprint to its Customers. Sprint
acknowledges and agrees that absent unique and unanticipated operating scenarios (malfunctioning
Devices, intentional misconduct by third parties, etc.), usage of the Sprint Network in accordance
with this Agreement shall not constitute interference. Notwithstanding the obligation under the
first sentence of this Section 7.4, upon discovery of any such interference by either Sprint or
Purchaser, the Party discovering the interference will promptly notify the other Party and
Purchaser will promptly order the agent, employee, IR, representative or End User to cease the
act(s) constituting the interference. Sprint, concurrent with notice to Purchaser, may terminate
the PCS Service to the End User causing the interference and require Purchaser to use commercially
reasonable efforts to eliminate the interference by the agent, employee, IR, representative or End
User.





	7.5.	 	Subpoena Compliance




If a law enforcement agency contacts Purchaser with a subpoena relating to End User MDN
billing records or any End User information, Purchaser must comply with the subpoena. If the
subpoena requests information not in the possession of Purchaser, Purchaser must promptly contact
the Sprint representative designated in the Private Label Operations Manual for assistance in
compliance with the






Purchaser/Sprint Confidential Information — RESTRICTED


21









 







			
	 	 	 
	Confidential
	 	Execution Copy
	 	 	 








subpoena and if Sprint possesses such information, then Sprint shall provide Purchaser such
information as promptly as is reasonably possible. If Purchaser either: (y) fails to comply with
the subpoena for reasons other than Sprint’s violations of the previous sentence; or (z) when
applicable, fails to promptly contact the designated Sprint representative for assistance, and if
Sprint is fined by a court of law as a direct result of Purchaser’s failure described in (y) or (z)
above, Purchaser will reimburse Sprint for the amount of such fine. If Sprint fails to comply with
its obligations contained in this paragraph for reasons other than Purchaser’s acts or omissions
and if Purchaser is fined by a court of law as a direct result of such failure, Sprint will
reimburse Purchaser for the amount of such fine.





	7.6.	 	Electronic Surveillance




If a law enforcement agency issues a court order to Purchaser relating to electronic surveillance
of an End User MDN, Purchaser shall confirm all End User information contained in the court order
to such law enforcement agency and will promptly contact the Sprint representative designated in
the Private Label Operations Manual for technical assistance in performing the electronic
surveillance. Thereafter, Sprint shall take such actions as are required for Purchaser to comply
with the court order to the extent such actions are within Sprint’s control. If Purchaser either:
(a) fails to confirm the End User information as requested in the court order; or (b) fails to
promptly contact the designated Sprint representative for technical assistance in performing the
electronic surveillance, and if Sprint is fined by a court of law as a direct result of Purchaser’s
failure described in (a) or (b) above, Purchaser will reimburse Sprint for the amount of such fine.
If Purchaser is fined by a court of law as a direct result of Sprint’s failure to comply with its
obligations in this paragraph for reasons other than Purchaser’s acts or omissions, Sprint shall
reimburse Purchaser for the amount of such fine.





	7.7.	 	Purchaser Responsibility for Purchaser’s Vendors/Contractors




Purchaser may request that Sprint work with one or more of Purchaser’s vendors or contractors in
order for Sprint to help facilitate Purchaser’s provisioning and support of the Private Label
Service, and if Sprint works with such vendor or contractor, in all such cases Purchaser is
responsible for the actions of such vendors or contractors. Sprint shall perform such work at no
additional charge, provided, however if such support rises to the level of requiring development,
implementation, customization or other work that is of a nature that is beyond general support (and
that are typically subject to a Work Order) the Parties will use the Work Order process.





	8.	 	Sprint’s Rights and Obligations






	8.1.	 	Modifications





     (a) Sprint may, in its commercially reasonable discretion, change or update the Facilities or
Sprint’s operations, equipment, software, procedures or Core Network Services, and the Private
Label Operations Manual (such change or update, a “Modification”); provided, however, that Sprint
shall, prior to implementing such Modification, provide Purchaser with commercially reasonable
advance notice if it is reasonable to assume that such Modification will have a material adverse
impact on any of Purchaser, its Affiliates, Related Entities, IRs, or End Users. Modifications
that affect End Users will be designed such that they would affect Customers in substantially the
same manner, provided that Purchaser has established and maintained its operations in a
commercially reasonable manner. Sprint shall use commercially reasonable efforts to make all
Modifications to its systems that interface with or otherwise provide data to Purchaser’s systems
so that there is no material adverse impact on the functionality, performance and reliability of
such systems. Without limiting the generality of Section 5.2.1, Purchaser acknowledges that in
order for its End Users to take advantage of some Modifications, Purchaser may be required to make
changes to, updates of or modifications of its Devices, accessories, systems or procedures;
provided, however, that this acknowledgement shall in no way limit Sprint’s obligation to use
commercially reasonable efforts to make all Modifications backwards compatible under Section
5.2.1(c) and this Section 8.1(a).



     (b) If a Modification has a material adverse impact on Purchaser or the End Users and
Purchaser could not have avoided such adverse effect through reasonable measures at the time of the
Modification, or a Modification requires Purchaser to incur a material and costs (not including any
Device



Purchaser/Sprint Confidential Information — RESTRICTED


22









 







			
	 	 	 
	Confidential
	 	Execution Copy
	 	 	 





related costs associated with the ability to take advantage of an New Core Network Service)
Purchaser could not have avoided such adverse effect through reasonable measures at the time of the
Modification, any remaining Minimum Annual Revenue Commitments set forth in Sections 2.8 shall be
reduced (i) to the extent of such material adverse impact on Purchaser’s ability to meet such
commitments, and (ii) to reflect any such costs (including internal costs) that are incremental to
normal operating costs and that are directly attributable to such Modification.




     (c) Except as provided in Section 8.1(b) or otherwise in this Agreement, Sprint will not be
liable to Purchaser or to End Users if a Modification requires changes to, updates of, or
modifications of Purchaser’s or End Users’ Devices or other products, accessories, systems or
procedures. Sprint may, in its sole discretion, offer service products that are not part of the
PCS Service provided that it meets its obligations under this Agreement.




	8.2.	 	Roaming Services






	 	8.2.1.	 	General




Sprint will make Roaming available to Purchaser in any portion of any area in which Sprint has a
Roaming agreement on the terms and conditions contained in that agreement and the prices set forth
in Schedule 1.0. Purchaser hereby acknowledges and agrees that Sprint is not responsible for the
billing practices, service charges or availability of Roaming provided by Roaming providers, and
that Sprint is not obligated to provide Roaming in areas in which Sprint has not entered into
Roaming agreements or loses its Roaming agreements.





	 	8.2.2.	 	Blocking Roaming




Purchaser may request that Sprint block Roaming for its End Users. If Purchaser requests this,
Sprint will configure End User profiles to block Roaming. However, due to circumstances outside of
Sprint’s control, a Roaming switch may at times complete a Roaming call for an End User(s). In
such case, Purchaser will be liable for Roaming charges at the rate set forth in Schedule 1.0.





	 	8.2.3.	 	Disputes Concerning Roaming




If a material dispute concerning charges for Roaming minutes occurs, Sprint will process the
dispute with the Roaming provider in accordance with Sprint’s Roaming agreement. A dispute is
considered material if the amount in dispute exceeds $1,000 in the aggregate during any single
billing cycle. If the Roaming provider provides an adjustment to Sprint for the disputed charges,
Sprint will credit that adjustment to Purchaser. In no event will the credit exceed the lesser of
(i) the Roaming charges that Sprint billed to Purchaser or (ii) the credit that Purchaser provided
to its End Users. Roaming fraud is Purchaser’s responsibility and Sprint does not accept any
responsibility for End Users being billed for fraudulent calls placed on a Roaming provider’s
network.





	8.3.	 	Sprint Network Fraud Detection and Responsibility




Sprint will monitor the use of the PCS Service using its customary fraud detection procedures,
which are equivalent to the fraud detection procedures used by Sprint with the services similar to
the PCS Services that Sprint provides to its Customers and which are designed to attempt to detect
fraudulent calls on the Sprint Network made using Purchaser’s MDNs, it being understood that Sprint
does not ensure that all fraud will be detected. The phrase “fraudulent calls on the Sprint
Network made using Purchaser’s MDNs” means calls associated with the loading by an unrelated and
independent third party of a MDN/ESN/MSID combination onto a wireless device to use the PCS
Services, as more specifically defined in the Private Label Operations Manual (“Cloning Fraud”).
Sprint will notify the Person(s) identified by Purchaser to address issues related to fraudulent
use of the Private Label Service (electronically or in writing, as Sprint deems appropriate) of
the detection by Sprint of “suspected” and “confirmed” Cloning Fraud, as those terms are defined in
the Private Label Operations Manual, within two hours after such detection. Sprint will determine,
in its commercially reasonable discretion, whether an incident of Cloning Fraud is suspected or
confirmed. Sprint will track and process any credits requested by Purchaser and associated with
suspected and confirmed Cloning Fraud, only if the Cloning Fraud exceeds a minimum threshold of
$1,000 in the aggregate during any single billing cycle.







Purchaser/Sprint Confidential Information — RESTRICTED


23









 







			
	 	 	 
	Confidential
	 	Execution Copy
	 	 	 










	 	8.3.1.	 	Suspected Cloning Fraud on the Sprint Network




In case of suspected Cloning Fraud, Sprint will not terminate PCS Services to the affected MDN,
unless Purchaser directs Sprint, in writing, to terminate PCS Services with respect to the affected
MDN. If Purchaser directs Sprint to terminate service to the affected MDN, Sprint will absorb the
costs of the PCS Services associated with that Cloning Fraud on the Sprint Network for up to four
hours from the time Sprint provided notice of detection to Purchaser, and Purchaser will be
responsible for all charges after expiration of the four-hour period. If Purchaser does not
request termination of PCS Services to the affected MDN, Purchaser will be responsible for all
charges.





	 	8.3.2.	 	Confirmed Cloning Fraud on the Sprint Network




In case of confirmed Cloning Fraud, Sprint will terminate service to the affected MDN concurrently
with notice of detection to Purchaser. Sprint will absorb the costs of the PCS Services associated
with that Cloning Fraud on the Sprint Network. If Purchaser reactivates the End User or overrides
Sprint’s deactivation of PCS Services, then Purchaser is responsible for all Cloning Fraud and any
other fraud or similar activity on the End User account, in each case that occurs on or after the
reactivation of override.





	8.4.	 	Sprint’s Reports to Purchaser




Sprint will provide to Purchaser the reports specified in the Private Label Operations Manual.





	8.5.	 	[***]






	8.6.	 	Project Managers; Meetings




Each of the Parties will identify a qualified and experienced employee responsible for the overall
management of the relationship between Sprint and Purchaser regarding the PCS Services. The
“Sprint PM” shall be the Sprint employee who will serve as the primary point of contact for
Purchaser with respect to this Agreement. Purchaser may elect to require Sprint to remove (and
Sprint shall promptly remove) the employee serving as the Sprint PM if Purchaser has a reasonable
belief that he or she has committed or knowingly permitted any fraud, gross negligence or willful
misconduct, or a material breach of the Agreement.



The Parties shall hold such meetings (in person or by telephone, as mutually agreed) as Purchaser
or Sprint may reasonably request. As of the Effective Date, such meetings shall include the
following:




     (a) A monthly meeting and review process pursuant to which the Parties will meet to discuss
the operations and activities described in this Agreement and to plan future operations and
activities; and



     (b) A quarterly meeting among Sprint’s Director of Wholesale Account Management and
Purchaser’s Vice President — Retail Channel Management (or their respective designee of
appropriate seniority) and other appropriate individuals who may be invited by either of them to
review the monthly performance reports for each month during the most recent quarter, review
overall performance under the Agreement, review progress on the resolution of issues, provide a
strategic outlook for Purchaser’s requirements, and discuss such other matters as appropriate.




	9.	 	Limitations of Warranties and Liabilities






	9.1.	 	No Warranties




Except as specifically set forth in Section 4, neither Party makes any warranties, express or
implied. Specifically, all implied warranties are disclaimed, including any warranties of
merchantability, fitness for a particular purpose, use, or non-infringement. Neither Party is
authorized to make any warranty on the other Party’s behalf. Sprint is not the manufacturer of any
equipment used with the PCS Service.





	9.2.	 	Limitations on Liability







 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.




Purchaser/Sprint Confidential Information — RESTRICTED


24









 







			
	 	 	 
	Confidential
	 	Execution Copy
	 	 	 












	 	9.2.1.	 	Direct Damages




Except as set forth in Section 9.2.3 and any Party’s payment obligations under this Agreement, in
no event shall any Party’s cumulative liability arising from or related to this Agreement exceed
the greater of: (a) $[***]; or (b) an amount equal to [***].





	 	9.2.2.	 	No Liability for Certain Damages




Except as set forth in Section 9.2.3, neither Party shall be liable to the other for special,
indirect, exemplary, punitive or consequential damages, including loss of profits, related to or
arising out of a Party’s performance under this Agreement.





	 	9.2.3.	 	Exceptions




Neither the limitation of liability under Section 9.2.1 nor the exclusion of certain categories of
damages under Section 9.2.2 shall apply with respect to: (i) damages arising from a Party’s gross
negligence or willful misconduct; (ii) damages arising from a Party’s failure to comply with
Sections 10 or 15; (iii) damages arising from Sprint’s abandonment of its obligations under this
Agreement; and (iv) a Party’s obligations with respect to third party claims under Section 12. As
used in this Section, “abandonment” means Sprint’s refusal to perform its material obligations
under this Agreement that is not excused under this Agreement or applicable law.





	10.	 	Trade Name, Trade Marks and Service Marks






	10.1.	 	Sprint’s Rights




Purchaser recognizes Sprint’s ownership of service marks, trademarks, and trade names used in
connection with the service and products sold by Sprint and Sprint Affiliates, including “Sprint”
and all other Sprint-owned trademarks and logos (“Sprint Marks”). Purchaser will not engage in any
activities or commit any acts, directly or indirectly, that contest, dispute, or otherwise impair
Sprint’s rights in the Sprint Marks. Purchaser acknowledges and agrees that nothing in this
Agreement grants to Purchaser the right to use any Sprint Mark or any service mark, trademark, or
trade name that is confusingly similar to or a colorable imitation of any of the Sprint Marks,
including in any of Purchaser’s advertisements, and will not incorporate the Sprint Marks into any
service mark, trademark or trade name used or developed by Purchaser. Purchaser does not acquire
or claim any right, title or interest in or to the Sprint Marks through purchase of PCS Services,
the provision of Private Label Service or otherwise. Purchaser agrees that it will not identify
Sprint by name, Sprint Marks or otherwise including as set forth in the Private Label Operations
Manual with respect to network identification. Upon Sprint’s request, Purchaser will provide to
Sprint any materials using the Sprint Marks for Sprint’s review to determine compliance with this
Agreement. Purchaser may delete non-public price information prior to submitting those materials
for Sprint’s review. Sprint will use commercially reasonable efforts to notify Purchaser within 10
business days of receipt of any requested materials, if any sections need to be modified or deleted
in order to ensure compliance with this Agreement. Purchaser must comply with any adjustments or
requests from Sprint on any requested materials and may not use a Sprint Mark without Sprint’s
express written consent.





	10.2.	 	Purchaser’s Rights




Sprint recognizes Purchaser’s ownership of service marks, trademarks, and trade names used in
connection with the service and products sold by Purchaser and Purchaser’s Affiliates (“Purchaser
Marks”). Sprint will not engage in any activities or commit any acts, directly or indirectly, that
contest, dispute, or otherwise impair Purchaser’s rights in Purchaser’s Marks. Sprint acknowledges
and agrees that nothing in this Agreement grants to Sprint the right to use any Purchaser Mark or
any service mark, trademark, or trade name that is confusingly similar to or a colorable imitation
of any of the Purchaser Marks and will not incorporate the Purchaser Marks into service mark,
trademark or trade name used or






 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.





Purchaser/Sprint Confidential Information — RESTRICTED


25









 







			
	 	 	 
	Confidential
	 	Execution Copy
	 	 	 





developed by Sprint. Sprint does not acquire or claim any right, title or interest in or to the
Purchaser Marks through sale of PCS Services, or otherwise.





	10.3.	 	Remedies for Violations




The limitations in Section 9.2 do not apply to either Party’s violations of Section 10. If either
Party violates or threatens to violate Section 10, 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 10 may
be difficult to ascertain or inadequate and that if either Party violates or threatens to violate
Section 10, 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 10 will not raise the defense of an adequate remedy at law.





	11.	 	Insurance




Both Parties will obtain and keep commercially reasonable levels of insurance (or reasonable self
insurance policies and practices) and will provide the other Party with evidence of such insurance
as reasonably requested from time to time.





	12.	 	Indemnification






	12.1.	 	Purchaser’s General Third Party Indemnity




Purchaser will indemnify and defend Sprint, the Sprint Service Provider Affiliates, the Sprint
Affiliates, and their respective directors, officers, agents, and employees (each, a “Sprint
Indemnitee”) from and against all claims, damages, losses, liabilities, costs, expenses and
reasonable attorney’s fees (collectively “Damages”) arising out of a claim by a third party against
a Sprint Indemnitee (i) of actual or alleged infringement or misappropriation of any patent,
copyright, trademark, trade name, trade dress, trade secret or any other intellectual property
right, now known or later developed arising from any product or service supplied by Purchaser
including any claim by a third party regarding Devices or accessories provided by Purchaser or the
Private Label Services (except to the extent such Private Label Services are included under
subsection (i) of Section 12.2 below); (ii) that results from or is alleged to have resulted from
any failure of Purchaser to comply with Section 15; (iii) that results from or alleged to have
resulted from any violation of applicable law or regulation by Purchaser or its Affiliates or any
representations made by Purchaser to its End Users; or (iv) that results from or alleged to have
resulted from fraud, gross negligence or willful misconduct by Purchaser, its Affiliates, or any of
their respective agents.





	12.2.	 	Sprint’s General Third Party Indemnity




Sprint will indemnify and defend Purchaser, its Affiliates its Related Entities, their respective
Resellers and IRs, and their respective directors, officers, agents, employees and End Users (each,
a “Purchaser Indemnitee”) from and against all Damages arising out of a claim by a third party
against a Purchaser Indemnitee (i) of actual or alleged infringement or misappropriation of any
patent, copyright, trademark, trade name, trade dress, trade secret or any other intellectual
property right, now known or later developed based on any product or service supplied by Sprint,
including any claim by a third party regarding the Facilities or PCS Services; (ii) that results
from or is alleged to have resulted from any failure of Sprint to comply with Section 15; (iii)
that results from or alleged to have resulted from any violation of applicable law or regulation by
Sprint, its Affiliates, or any of their respective agents; or (iv) that results from or alleged to
have resulted from fraud, gross negligence or willful misconduct by Sprint, its Affiliates, or any
of their respective agents. Sprint’s obligations to indemnify under clause (i) above will not
apply to the extent that the infringement or misappropriation (1) is caused by Sprint’s adherence
to functional or other specifications that were provided by Purchaser, (2) is caused by Purchaser’s
continued use of infringing services after Sprint provides reasonable notice to Purchaser of the
infringement and completes its obligations under the next paragraph; or (3) the Claim alleges that
the specific Devices chosen by Purchaser or other materials provided by Purchaser infringe or
misappropriate the applicable third party’s intellectual property rights.




Purchaser/Sprint Confidential Information — RESTRICTED


26









 







			
	 	 	 
	Confidential
	 	Execution Copy
	 	 	 





For any third party claim that the PCS Services infringes or misappropriates a third party’s
intellectual property rights that Sprint receives, or to minimize the potential for such a claim,
Sprint shall, at its option and expense, use commercially reasonable efforts to either: (1) procure
the right for Purchaser and the End Users to continue using the applicable PCS Services; or (2)
replace or modify the applicable PCS Services to address the infringement claim provided it does so
without adversely affect the reliability, performance, quality and functionality of the Sprint
Network, Purchaser, or the End Users. If neither option (1) nor option (2) in the previous
sentence is commercially reasonable as determined by Sprint in its reasonable discretion, Purchaser
may terminate the applicable PCS Services, and Purchaser’s Total Minimum Revenue Commitment and to
the extent the removal materially and adversely impacts a material component of the services to be
provided under this Agreement, the charges and rates under this Agreement shall be equitably and
proportionately reduced. Sprint’s obligation to obtain a right or replace PCS Services under this
paragraph and Purchaser’s right to terminate the applicable PCS Services under this paragraph shall
not apply to the extent Sprint is not obligated to indemnify Purchaser under the immediately
preceding paragraph.





	12.3.	 	Indemnification Procedures






	 	(i)	 	Promptly, upon becoming aware of any matter which is subject to the provisions
of Section 12.1 and 12.2 (a “Claim”), the Party seeking indemnification (the
“Indemnified Party”) must give notice of the Claim to the other Party (the
“Indemnifying Party”), accompanied by a copy of any written documentation regarding the
Claim received by the Indemnified Party.
	 
	 	(ii)	 	The Indemnifying Party will, at its option, settle or defend, at its own
expense and with its own counsel, the Claim. The Indemnified Party will have the
right, at its option, to participate in the settlement or defense of the Claim, with
its own counsel and at its own expense; but the Indemnifying Party will have the right
to control the settlement or defense to the extent the Indemnified Party seeks
indemnification under this Agreement. The Indemnifying Party will not enter into any
settlement that imposes any liability or obligation on the Indemnified Party without
the Indemnified Party’s prior written consent. The Parties will cooperate in the
settlement or defense of any Claim for which the Indemnified Party seeks
indemnification under this Agreement and in such event shall give each other full
access to all relevant information.
	 
	 	(iii)	 	If the Indemnifying Party (i) fails to notify the Indemnified Party of the
Indemnifying Party’s intent to take any action within 30 days after receipt of a notice
of a Claim or (ii) fails to proceed in good faith with the prompt resolution of the
Claim, the Indemnified Party, with prior written notice to the Indemnifying Party and
without waiving any rights to indemnification, including reimbursement of reasonable
attorney’s fees and legal costs, may defend or settle the Claim without the prior
written consent of the Indemnifying Party. The Indemnifying Party will reimburse the
Indemnified Party on demand for all Damages incurred by the Indemnified Party in
defending or settling the Claim.
	 
	 	(iv)	 	Neither Party is obligated to indemnify and defend the other with respect to a
Claim (or portions of a Claim) if and to the extent both of the following conditions
are met:






	 	(a)	 	the Indemnified Party fails to promptly notify the
Indemnifying Party of the Claim and fails to provide reasonable cooperation
and information to defend or settle the Claim; and
	 
	 	(b)	 	such failure to so notify materially prejudices the
Indemnifying Party’s ability to satisfactorily defend or settle the Claim.






	13.	 	Breach, Remedies and Early Termination of the Agreement






	13.1.	 	Breach




In addition to other events of breach set forth in this Agreement, each of the following
constitutes a “Material Breach” of this Agreement:





	 	(i)	 	Sprint or Purchaser fails to make a payment of money that is not subject to
dispute under Section 6.4, which failure continues for more than 10 days after notice
from the other Party;





Purchaser/Sprint Confidential Information — RESTRICTED


27









 







			
	 	 	 
	Confidential
	 	Execution Copy
	 	 	 







	 	(ii)	 	Sprint fails to comply with any material representation, warranty, obligation
or covenant set forth in this Agreement, which breach is not cured within 30 days after
written notice detailing such breach is provided; provided, however, that if the breach
is of a type that cannot be cured within the 30 day period or cannot be cured within 30
days because of circumstances beyond Sprint’s control, then the period for cure will be
extended if Sprint proceeds in a diligent and determined manner and continuously works
to cure such breach, but in no event beyond 90 days after Purchaser sends written
notice to Sprint regarding the breach;






	 	(iii)	 	Purchaser:






(A) materially breaches its obligations under any of Section 2.2, Section
2.3, the notice obligations set forth in Section 14, or Section 15; or




(B) fails to comply with any material representation, warranty, obligation
or covenant set forth in this Agreement that results in a material adverse
effect (1) on the Sprint Network (or [***] Network as applicable) or (2) on
the use of Sprint services by a significant number of Customers;




	 	 	 	which breach is not cured within 30 days after written notice detailing such breach is
provided; provided, however, that if the breach is of a type that cannot be cured
within the 30 day period or cannot be cured within thirty (30) days because of
circumstances beyond Purchaser’s control, then the period for cure will be extended if
Purchaser proceeds in a diligent and determined manner and continuously works to cure
such breach, but in no event beyond one-hundred eighty (180) days after Sprint sends
written notice to Purchaser regarding the breach. Moreover, if the breach is of a
nature that it cannot be cured, Sprint will not have a termination right under this
subsection (iii) unless such breach has a material and adverse impact on Sprint;
provided that Purchaser proceeds in a diligent and determined manner to minimize the
likelihood of future breaches that are the same as or substantially similar to the
breach that could not be cured.






	 	(iv)	 	Sprint or Purchaser fails to comply with Section 10, if that failure is not
cured immediately upon receipt of notice from the Party owning or enforcing that mark
or in the case of repeated violations after receipt of the notice on one occasion;
	 
	 	(v)	 	Sprint or Purchaser ceases to do business as a going concern, liquidates or
dissolves; or
	 
	 	(vi)	 	Sprint or Purchaser is unable to pay or admits its inability to pay its debts
as they become due.




If a Party Materially Breaches this Agreement, the other Party may, upon notice to the breaching
Party, terminate this Agreement in its entirety without any liability, and pursue any other right
or remedy under this Agreement. Except as otherwise provided, the termination will be effective on
the day following the end of the applicable phase-out period.



The pricing for each Market in effect immediately before the date of the termination notice will
remain in effect during the phase-out period. Sprint will invoice Purchaser for the amounts due
under this Section and Purchaser will pay those amounts in accordance with Section 6.





	13.2.	 	Early Termination Due to Loss of Licenses




In the unlikely event a Governmental Authority revokes Sprint’s License to provide PCS Services in
one or more Market(s), Sprint may terminate this Agreement with respect to the affected Market(s)
without liability to the extent that the basis for the revocation is solely due to factors other
than Sprint’s acts or omissions; provided, however, in the event the termination includes Markets
that, along with any previous






 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.





Purchaser/Sprint Confidential Information — RESTRICTED


28









 







			
	 	 	 
	Confidential
	 	Execution Copy
	 	 	 





terminations under this Section, result in a loss of covered POPs in excess of [***]% of the total
covered POPs as of the Effective Date, all future Minimum Annual Revenue Commitments (including any
additional Minimum Annual Revenue Commitments under Section 14.1.2) will be equitably reduced
taking into consideration the adverse impacts (if any) on Purchaser resulting from the loss of such
Markets. Sprint will provide commercially reasonable notice to Purchaser of any reasonably
anticipated limitations under this Section and the Parties will work together to minimize any
adverse impacts on End Users.



In the unlikely event that a Governmental Authority revokes Sprint’s License to provide PCS
Services in one or more Market(s), Purchaser may terminate this Agreement with respect to the
affected Market(s) without liability to the extent that the basis for the revocation is solely due
to Sprint’s acts or omissions; provided, however, in the event the termination includes Markets
that, along with any previous terminations under this Section, result in a loss of covered POPs in
excess of [***]% of the total covered POPs as of the Effective Date, all future Minimum Annual
Revenue Commitments (including any additional Minimum Annual Revenue Commitments under Section
14.1.2) will be equitably reduced taking into consideration the adverse impacts (if any) on
Purchaser resulting from the loss of such Markets.





	13.3.	 	Early Termination by Purchaser for Extended Force Majeure




Purchaser may terminate this Agreement without liability and with respect to impacted Markets by
providing notice to Sprint if there is one or more Force Majeure Events that materially affect
Sprint’s ability to perform its obligations under this Agreement in such Markets for ninety (90) or
more days; provided, however, in the event the terminated Markets result in a loss of covered POPs
in excess of [***]% of the total covered POPs as of the Effective Date, Purchaser may terminate the
Agreement without liability. In the event Purchaser terminates fewer than all Markets, all future
Minimum Annual Revenue Commitments (including any additional Minimum Annual Revenue Commitments
under Section 14.1.2) will be equitably reduced taking into consideration the adverse impacts (if
any) on Purchaser resulting from the loss of such Markets.





	13.4.	 	Length of and Duties During the Phase-out Period




Upon giving of notice of termination of this Agreement in its entirety or with respect to a
specific Market or Markets, at Purchaser’s (or its successor in interest) request, Sprint will
continue to provide PCS Services and any ancillary service to Purchaser (or its successor in
interest) in the terminated Market(s) during the applicable phase-out period as described below.
Purchaser (or its successor in interest) may continue to add new End Users or MDNs during the
initial thirty (30) days of the phase-out period. After the initial thirty (30) days of the
phase-out period, Purchaser is prohibited from adding new End Users, and Sprint may enforce this by
prohibiting Purchaser from accessing the API described in Schedule 1.0 if an API has been
implemented for Purchaser as described in Schedule 1.0. At the end of the phase-out period, Sprint
may terminate the PCS Services to Purchaser (or its successor in interest) and the End Users on the
Sprint Network without incurring any liability. The pricing for each Market in effect immediately
before the date of the termination notice will remain in effect during the phase-out period.





	 	(i)	 	The phase-out period for termination under Section 13.2 is 365 days (to the
extent legally able) after the date of the notice of termination and applies to those
End Users on the Sprint Network as of the 30th day after the date of the notice of
termination.
	 
	 	(ii)	 	The phase-out period for termination under Sections 13.1(ii) through (vi) is
[***] days after the date of the notice of termination and applies to those End Users
on the Sprint Network as of the date of the notice of termination.
	 
	 	(iii)	 	The phase-out period for termination under Section 13.1(i) is 10 days after
the date of the notice of termination and applies to those End Users on the Sprint
Network as of the date of the notice of termination.







 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.




Purchaser/Sprint Confidential Information — RESTRICTED


29









 







			
	 	 	 
	Confidential
	 	Execution Copy
	 	 	 












	 	(iv)	 	Upon expiration of the Term, the phase-out period will be [***] days after the
expiration date and applies to those End Users on the Sprint Network as of the
expiration date.
	 
	 	(v)	 	The phase-out period for termination under Section 14.1 is [***] days after the
date of termination and applies to those End Users on the Sprint Network as of the date
of the notice of termination.
	 
	 	(vi)	 	The phase-out period for termination under Section 17.13 is [***] days after
the date of the notice of termination and applies to those End Users on the Sprint
Network as of the date of the notice of termination.






	13.5.	 	Effect of Termination




Termination of this Agreement is without prejudice to any other right or remedy of the Parties
under this Agreement. 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. Purchaser will remain responsible for its
obligations to its agents and End Users.



Sprint shall provide Purchaser, its Affiliates, and its Related Entities with all commercially
reasonable assistance with the transition to Purchaser or another successor provider (including by
providing information regarding the End Users that is reasonably and customarily required to
activate such End Users on the new network), provided that Purchaser will be responsible for the
costs of such transition. Sprint shall not refuse to take any action or withhold any information
that is necessary for Purchaser to effect such transition in a reasonable manner. Sprint
acknowledges and agrees that damages at law are an inadequate remedy for the breach of this
paragraph and, accordingly, Purchaser shall be entitled to injunctive relief with respect to any
such breach or violation without having to establish that monetary damages are inadequate.



Except as permitted under Section 14.3, Sprint agrees that the End Users are Purchaser’s End Users
and Sprint shall not market (as a targeted group, but not as the recipient of any general marketing
or promotion)or authorize others to market (as a targeted group, but not as the recipient of any
general marketing or promotion) wireless telecommunications services to the End User accounts until
the third anniversary of the effective date of termination or expiration of this Agreement.





	14.	 	Change of Control; Liquidation and Other Events






	14.1.	 	Termination Option Upon the Occurrence of Change of Control






	 	14.1.1.	 	Change of Control Event Involving Purchaser and a Facilities Based
Wireless Services Provider Other than MetroPCS





        (a) In the event Purchaser or any of its Affiliates directly or indirectly enters into an
agreement with a Facilities-Based Wireless Services Provider (other than MetroPCS or any of its
Affiliates) that effects or upon consummation will effect a Change of Control Event, Purchaser will
provide immediate (within three (3) days) written notice (“CoC Event Notice”) to Sprint of such
event. In such event, either Party may terminate this Agreement by providing written notice of
termination (“CoC Termination Notice”) to the other Party, which Notice must be provided no earlier
than the date of closing of the Change of Control Event and no later than sixty (60) days after the
closing of the Change of Control Event. The termination will be effective as of the date of the
CoC Termination Notice. If the agreement effects the Change of Control Event upon execution,
closing will be deemed to have occurred as of date Purchaser executes such agreement. If, however,
the agreement effects the Change of Control Event at some point after the execution date of such
agreement, closing will be deemed to have occurred on the date the Change of Control Event is
consummated in accordance with the agreement. In all events, Purchaser will provide Sprint with
immediate (within three (3) days) notice of the closing of the Change of Control Event.





 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.





Purchaser/Sprint Confidential Information — RESTRICTED


30









 







			
	 	 	 
	Confidential
	 	Execution Copy
	 	 	 






     (b) If either Party elects to terminate under this paragraph, Purchaser will pay to Sprint on
the effective date of termination an amount equal to:



     A x (B – C), where:




	 	 	 	A = The Payment Percentage set forth in Table 3 below, determined as of the date
that Purchaser enters into an agreement that effects or upon consummation will
effect a Change of Control Event.
	 
	 	 	 	B = the Total Minimum Revenue Commitment as may be adjusted in accordance with the
Agreement.
	 
	 	 	 	C = all amounts paid by Purchaser (i) under Schedule 1.0 of this Agreement from and
after the Effective Date through the last day of the applicable Phase-Out Period
(including amounts paid for Wireless Data Device usage by End Users), plus (ii)
those amounts paid under the [***] during a monthly billing cycle after the
Effective Date and through the last day of the applicable Phase-Out Period; subject
to, in the case of clause (ii), the limitations on the charges under the [***] that
can be applied against a Minimum Annual Revenue Commitment set forth in Section 2.8.





	 	 	 	 	 
	Table 3:      Payment Percentage
	Contract Year Agreement	 	“Payment Percentage”
	Effective Date through December 31, 2011 (Contract
Year 1)
	 	 	40	%
	January 1 through December 31, 2012 (Contract Year 2)
	 	 	30	%
	January 1 through December 31, 2013 (Contract Year 3)
	 	 	20	%
	January 1 through December 31, 2014 (Contract Year 4)
	 	 	10	%
	January 1 through December 31, 2015 (Contract Year 5)
	 	 	10	%






[Remainder of page intentionally blank]






 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.




Purchaser/Sprint Confidential Information — RESTRICTED


31









 







			
	 	 	 
	Confidential
	 	Execution Copy
	 	 	 











     (c) As an example to illustrate application of this Section 14.1.1, assume that during 2012,
Purchaser enters into an agreement that contemplates a Change of Control Event involving Purchaser
and a Facilities-Based Wireless Services Provider (other than MetroPCS Communications). Assume
further, that Sprint or Purchaser provides the CoC Termination Notice on the last day of 2013 and
that during 2010, 2011, 2012, and 2013, that there have been no adjustments to any Minimum Annual
Revenue Commitment, and that Purchaser paid the following amounts in PCS Service Usage Charges and
monthly payments under the [***]; subject to the limitations on the charges under the [***] that
can be applied against a Minimum Annual Revenue Commitment set forth in Section 2.8:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Paid PCS Service	 	 	 	Commitment Shortfall
	Contract Year	 	Usage Charges	 	Paid[***]	 	Payments
	Effective Date
through December
31, 2011

	 	$	15,000,000	 	 	$	1,000,000	 	 	$9,000,000
* paid in first
billing cycle following
completion of Contract Year 1
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	*($25,000,000-$16,000,000)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	2012

	 	$	80,000,000	 	 	$	2,000,000	 	 	$0	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	2013

	 	$	50,000,000	 	 	$	3,000,000	 	 	$15,000,000* paid in first
billing cycle following
completion of Contract Year 1

	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	($75,000,000 -
$53,000,000 - $7000,000**)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	**carry-forward from Contract
Year 2






In this example, if either Sprint or Purchaser were to exercise its termination right under
this provision, Purchaser would pay to Sprint $37,500,000 determined as follows:




30% x ($300M - ($15M+$1M+$9M+$80M+$2M+$50M+$3M+$15M))



This amount would be due and owing in the last billing cycle during the applicable phase-out
period.




     (d) The terms and provisions of Section 2.8.1 will continue to apply during the period from
the date Purchaser enters into the transaction through the date of the CoC Termination Notice, with
any Minimum Annual Revenue Commitment (including any additional Minimum Annual Revenue Commitments
under Section 14.1.2) for a partial Contract Year pro-rated based on the number of days in such
Contract Year prior to the date of the CoC Termination Notice. For example, if the date of the CoC
Termination Notice described in the example in (c) above were to occur on the 253rd day
of Contract Year 3, the Minimum Annual Revenue Commitment for Contract Year 3 would be $51,780,821
(252/365ths or 69.04% of $75,000,000) and measurement of any shortfall liability under
Section 2.8.1 would occur on such date.




	 	14.1.2.	 	Change of Control Event of Purchaser or a Competitive Acquisition
by Purchaser of MetroPCS





        (a) In the event Purchaser or any of its Affiliates directly or indirectly enters into an
agreement with MetroPCS or any of its Affiliates that effects or upon consummation will effect a
Change of Control Event or a Competitive Acquisition by Purchaser or its Affiliates of MetroPCS or
its Affiliates,





 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.





Purchaser/Sprint Confidential Information — RESTRICTED


32









 







			
	 	 	 
	Confidential
	 	Execution Copy
	 	 	 





Purchaser will provide immediate (within three (3) days) written notice (“Metro Event Notice”)
to Sprint of such event. The Agreement shall continue in full force and effect; provided, however,
that the adjustments described in Section 14.1.2(b) shall be made, which adjustments shall be
effective as of the first day of the first full billing cycle following the closing date of the
Change of Control Event or Competitive Acquisition, as the case may be. If the agreement effects
the Change of Control Event or Competitive Acquisition upon execution, closing will be deemed to
have occurred as of the date Purchaser or its Affiliates executes such agreement. If, however, the
agreement effects the Change of Control Event or Competitive Acquisition at some point after the
execution date of such agreement, closing will be deemed to have occurred on the date the Change of
Control Event or Competitive Acquisition is consummated in accordance with the agreement. In all
events, Purchaser will provide Sprint with immediate (within 3 days) notice of the closing of the
Change of Control Event or Competitive Acquisition.




            (b) The following adjustments will be made:




	 	i.	 	The lowest monthly recurring charge for each
Pricing Bundle set forth in Schedule 1.0 will no longer be available in
the Secondary Markets and the next lowest monthly recurring charge shall
apply.






	 	ii.	 	The Total Minimum Revenue Commitment will be
increased to $350,000,000 with the Minimum Annual Revenue Commitments for
the Contract Year after the closing date of the Change of Control Event
or Competitive Acquisition and each subsequent Contract Year for which
there is a Minimum Annual Revenue Commitment increased by $50,000,000 (in
the aggregate), which increase shall be allocated in proportion to the
relative weightings of the Minimum Annual Revenue Commitment among such
years; provided however in the event Purchaser has, as of the date of
closing, fulfilled its $300,000,000 Total Minimum Revenue Commitment, the
$50,000,000 (less any amounts in excess of such $300,000,000 Total
Minimum Revenue Commitment paid by Purchaser under this Agreement that
would be contributory to its Total Minimum Revenue Commitment under
Section 2.8.1) shall be treated as a new Minimum Annual Revenue
Commitment under Section 2.8.1 for the 12 month period beginning with the
date of closing (and the Term shall be extended to be coterminous with
such 12 month period if less than 12 months remain in the Term) and,
provided further, if closing occurs after expiration of the Term and
Purchaser has not paid more than the $350,000,000 Total Minimum Revenue
Commitment, Purchaser will pay the difference between total spend during
the Term and $350,000,000 Total Minimum Revenue Commitment at the end of
the Term. For purposes of clarity, in no event shall Purchaser be
obligated to pay a Total Minimum Revenue Commitment that exceeds
$350,000,000, and any additional commitments under this Section
14.1.2(b)ii shall be subject to reduction to the extent the otherwise
applicable Minimum Annual Revenue Commitments would be subject to
reduction under this Agreement.





            (c) Once Purchaser has fulfilled its $350,000,000 Total Minimum Revenue Commitment (as it may
have been adjusted in accordance with this Agreement), Sprint will have the option to remove the
lowest monthly recurring charge for each Pricing Bundle set forth in Schedule 1.0 from Primary
Markets and the next lowest monthly recurring charge shall apply.




	 	14.1.3.	 	Definition of Change of Control Event and Competitive Acquisition





     (a) “Change of Control Event” means:




	 	(i)	 	A transaction of merger or consolidation pursuant to which Purchaser merges or
consolidates with or into a Person unless, immediately following such transaction, more
than 50% of the voting power of the then outstanding Voting Securities of Purchaser
(or,





Purchaser/Sprint Confidential Information — RESTRICTED


33









 







			
	 	 	 
	Confidential
	 	Execution Copy
	 	 	 







	 	 	 	if Purchaser does not survive the transaction, of the surviving entity resulting
from consummation of such transaction) is held by the shareholders (or their
Affiliates) of Purchaser immediately prior to such transaction; or
	 
	 	(ii)	 	A transaction of merger or consolidation pursuant to which any Parent of
Purchaser merges or consolidates with or into a Person unless, immediately following
such transaction, more than 50% of the voting power of the then outstanding Voting
Securities of such Parent (or, if such Parent does not survive the transaction, of the
surviving entity resulting from consummation of such transaction) is held by the
shareholders (or their Affiliates) of such Parent immediately prior to such
transaction; or
	 
	 	(iii)	 	Purchaser, directly or indirectly, sells, assigns, conveys, transfers, leases
or otherwise disposes of all or substantially all of the assets of Purchaser (including
all of its End User accounts), to a Person other than (A) to a Person who is an
Affiliate of Purchaser immediately prior to the consummation of such transaction, or
(B) subject to subsections (i) and (ii) above, by way of merger or consolidation); or
	 
	 	(iv)	 	The acquisition of more than fifty percent (50%) of the outstanding Voting
Securities of Purchaser or of any Parent of Purchaser, in either case by a Person or
“group” (as such term is used in Section 13(d)(3) of the Securities Exchange Act of
1934, as amended) of Persons (other than any acquisition by a Person (A) who is an
Affiliate of Purchaser immediately prior to the consummation of such transaction or by
a “group” of Persons that is comprised of Persons who are Affiliates of Purchaser
immediately prior to the consummation of such transaction, or (B) subject to
subsections (i) and (ii) above, by way of merger or consolidation).






(b) As used herein, the term “Parent” means any Person that (A) directly owns more than
fifty percent (50%) of the outstanding Voting Securities of Purchaser, or (B) indirectly
owns more than fifty percent (50%) of the outstanding Voting Securities of Purchaser,
through one or more subsidiaries of which more than fifty percent (50%) of the outstanding
Voting Securities of each such subsidiary is owned, directly or indirectly, by such Person.
As used herein, the term “Voting Securities” means any securities entitled to vote in the
ordinary course (and without regard to the occurrence of any contingency) in the election of
directors of a corporation or Persons serving in a similar governing capacity of any
partnership, limited liability company or other Person.




(c) “Competitive Acquisition” means a “Change of Control Event” involving MetroPCS or any of
its Affiliates with the definition in subsections (a)(i)-(iv) immediately above modified
such that “MetroPCS” is “Purchaser” and “Purchaser or its Affiliates” are “a Person,” in
each case in determining whether a Change of Control Event that constitutes a Competitive
Acquisition has occurred.




	14.2.	 	Rights to Market to End User Accounts in Connection with Liquidation or Dissolution




If Purchaser, directly or indirectly, approves any plan or proposal for liquidation or dissolution
of Purchaser (other than into an Affiliate of Purchaser or in connection with a Change of Control
Event) or winds up, liquidates, or dissolves and in connection with that action (or independent of
that action) Purchaser and its Affiliates cease to provide Private Label Service to End Users as a
result of such winding up, liquidation, or dissolution, Purchaser will (i) permit Sprint to market
a Sprint or Sprint Affiliate provided alternative service to all of Purchaser’s End User accounts
(whether or not those accounts are active) and (ii) use commercially reasonable efforts to remove
any impediments to Sprint’s solicitation efforts and (iii) provide to Sprint all necessary End User
information, as permitted by applicable law. For purposes of clarification, this provision will
not apply if such liquidation or dissolution is a result of a Change of Control Event.





	14.3.	 	Non-Solicitation/Non-Disclosure Obligations




Purchaser/Sprint Confidential Information — RESTRICTED


34









 







			
	 	 	 
	Confidential
	 	Execution Copy
	 	 	 











Purchaser agrees not to market or authorize others to market wireless telecommunications services
specifically targeted to the End User accounts purchased by Sprint under Section 14.2 for a period
of three (3) years from the such liquidation, dissolution or cessation. Purchaser further agrees
that all information regarding the End User accounts on and after the date of such liquidation,
dissolution or cessation is Sprint Confidential Information.





	14.4.	 	Remedies




The limitations in Section 9.2 do not apply to Purchaser’s violations of Section 14. If Purchaser
violates or threatens to violate Section 14, Sprint 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 14 may be
difficult to ascertain or inadequate and that if Purchaser violates or threatens to violate Section
14, Sprint 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. Purchaser will not raise the defense of an
adequate remedy at law.





	15.	 	Restrictions on Disclosure, Use, Storage, and Handling of Confidential and End User Account
Information






	15.1.	 	Restrictions on Use and Disclosure




Neither Party will disclose any Confidential Information received from the other Party, except as
expressly provided in this Agreement or to exert its rights or assert a defense in connection with
a dispute between the Parties and/or their Affiliates. Each Party will use the Confidential
Information received from the other Party only for the purpose of this Agreement except as
otherwise permitted under this Section 15. Sprint agrees that End User Account Information
received in the course of providing PCS Services to such End Users will not be (a) disclosed to any
Person, except as expressly authorized in advance by Purchaser; and (b) used except as necessary to
provide PCS Services under and as contemplated by this Agreement. Sprint shall not communicate
directly with End Users for any purposes, including marketing purposes, except as permitted in
Section 14.2. Sprint may disclose Confidential Information, subject to the terms of this
Agreement, to any entity (i) for which it is building a wireless network, or (ii) for which it has
an obligation to associate the wireless network of the entity to the Sprint Network; provided,
however that such disclosure is necessary for such build or association.





	15.2.	 	Care




The receiving Party must provide the same care to avoid disclosure or unauthorized use of the
Confidential Information as it provides to protect its own similar proprietary information. All
Confidential Information must be retained by the receiving Party in a secure place with access
limited to only those of the receiving Party’s employees, lenders, purchasers, investors, agents,
Affiliates, attorneys, accountants, consultants, or content providers who need to know that
information for purposes of this Agreement and to third parties as the disclosing Party has
consented to by prior written approval provided any such recipient of the other Party’s
Confidential Information either agree in writing to protect the confidentiality of such
Confidential Information in a manner substantially equivalent to that required under this Section
15.2 or are otherwise under an obligation of confidentiality under (i) applicable law or regulation
or (ii) any mandatory industry code or policy and any standard enforceable by law (e.g., a state’s
bar rules on professional conduct). Confidential Information supplied is not to be reproduced in
any form except as required to accomplish the intent of this Agreement. In the case of End User
Account Information, Sprint shall use the same level of care to avoid disclosure or unauthorized
use of End User Account Information as it provides to protect similar information with respect to
its Retail Subscribers.





	15.3.	 	Return




All Confidential 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. At the request of the disclosing Party, the receiving Party will furnish
a certificate of an officer of the receiving Party certifying that Confidential Information not
returned to disclosing Party has been destroyed.







Purchaser/Sprint Confidential Information — RESTRICTED


35









 







			
	 	 	 
	Confidential
	 	Execution Copy
	 	 	 










	15.4.	 	Limitation




The Parties agree that the term “Confidential Information” does not include information which:





	 	(i)	 	has been published or is otherwise in the public domain through no fault of the
receiving Party;
	 
	 	(ii)	 	prior to disclosure under this Agreement is properly within the legitimate
possession of the receiving Party;
	 
	 	(iii)	 	subsequent to disclosure under 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;
	 
	 	(iv)	 	is independently developed by the receiving Party through parties who have not
had, either directly or indirectly, access to or knowledge of Confidential Information;
or
	 
	 	(v)	 	is obligated to be produced under order of a court of competent jurisdiction or
other similar requirement of a Governmental Authority, so long as the Party required to
disclose the information provides the other Party with prior notice of the order or
requirement, unless prohibited from doing so.






	15.5.	 	Relief




The limitations of liability in this Agreement do not apply to either Party’s violations of this
Section. If either Party violates or threatens to violate this Section, 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 this Section may be difficult to ascertain or inadequate and that if either Party
violates or threatens to violate this Section, 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.





	15.6.	 	Information Security




For purposes of this Section 15.6, “Security Standards” means best commercial security features in
all material hardware and software systems and platforms that Purchaser uses to access Sprint’s
Confidential Information.





	 	(i)	 	To protect Sprint’s Confidential Information from unauthorized use, including
disclosure, loss or alteration, Purchaser will meet the Security Standards and (ii)
inventory and test Security Standards before accepting Sprint’s Confidential
Information.
	 
	 	(ii)	 	Upon Sprint’s reasonable request, Purchaser will provide information to Sprint
to enable Sprint to determine compliance with this Section 15.6.
	 
	 	(iii)	 	Purchaser will promptly inform Sprint of any known or suspected compromises of
Sprint’s Confidential Information as a result of Purchaser’s failure to comply with the
Security Standards.




Notwithstanding any provision of this Section 15, if Purchaser fails to meet the obligations in
this Section 15.6, Sprint will notify Purchaser of this failure as provided in this Agreement.
Purchaser will have 30 days from receiving that notice to correct the cause for such failure. If
Purchaser has failed to remedy the failure within this 30-day period, Sprint has the right to
terminate this Agreement to the extent provided in Section 13.1.





	15.7.	 	SEC Filing




Notwithstanding any provision of this Section 15, if Purchaser is required by law to disclose
and file this Agreement with the SEC, Purchaser may disclose and file this Agreement with the SEC,
provided that Purchaser must notify Sprint and allow Sprint to identify language in the Agreement
it deems should be redacted prior to such filing and disclosure. Purchaser will use its reasonable
efforts to redact portions of the Agreement that Sprint identifies as described herein prior to its
disclosure and filing with the SEC,






Purchaser/Sprint Confidential Information — RESTRICTED


36









 







			
	 	 	 
	Confidential
	 	Execution Copy
	 	 	 








except to the extent that disclosure of any such portions are required by the applicable rules,
regulations, bulletins, and practices of the SEC. If Purchaser receives any notice or other
indication from the SEC that its request for confidential treatment has been denied with respect to
the identified pricing under this Agreement, it will promptly notify Sprint and the Parties will
thereafter work together to coordinate the appropriate response.





	16.	 	Assignment




Purchaser may not assign this Agreement without Sprint’s prior written consent unless the
assignment is to an Affiliate or in connection with a Change of Control Event or Competitive
Acquisition with regard to which the Agreement is not terminated pursuant to Section 14.1 above,
which consent may be granted or denied in Sprint’s sole discretion. Sprint may not assign this
Agreement without Purchaser’s prior written consent unless the assignment is to an Affiliate or in
connection with the sale of all or substantially all of Sprint (and its Affiliates) assets, which
consent may be granted or denied in Purchaser’s sole discretion. Neither Party shall be relieved
of their obligations under this Agreement as a result of any assignment permitted under this
Section 16 or otherwise. Any assignment in violation of this provision is null and void.





	17.	 	General Provisions






	17.1.	 	Notices and Inquiries




Except as otherwise provided, all notices and inquiries will 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 Purchaser:



Cricket Communications, Inc.

Attn: General Counsel

5887 Copley Dr

San Diego, CA 92111

(f) (858) 587-2648



With a copy to:



Jeremiah Wolsk

Latham & Watkins, LLP

555 11th Street, NW, Suite 1000

Washington, DC 20004



If to Sprint:



Sprint Spectrum L.P. (d/b/a Sprint)

6360 Sprint Parkway

KSOPHE0402 — 4C727

Overland Park, KS 66251

Attention: Vice President, Customer Management — Wholesale



With a copy to:



Sprint Spectrum L.P. (d/b/a Sprint)

6450 Sprint Parkway

Overland Park, KS 66251

Attention: V.P., Law, Marketing and Sales (MVNO Support)




Purchaser/Sprint Confidential Information — RESTRICTED


37









 







			
	 	 	 
	Confidential
	 	Execution Copy
	 	 	 





Any Party may from time to time specify a different address by notice to the other Party. Any
notice is considered given as of the date delivered.





	17.2.	 	Construction




The definitions in this Agreement apply equally to both the singular and plural forms of the terms
defined. The words “include”, “includes” and “including” are deemed to be followed by the phrase
“without limitation”. 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 Sprint or Purchaser then the action
or notice will be deferred until, or may be taken or given on, the next business day. Except as
otherwise provided, if there are any inconsistencies between any Schedule or Exhibit, and the body
of this Agreement, the body of this Agreement controls. If there is any conflict or inconsistency
between the Private Label Operations Manual and this Agreement, this Agreement controls.





	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. Purchaser will not represent itself (i) as an agent or representative of Sprint or
(ii) as a purchaser of PCS Service in any way not specifically provided for herein. Each Party
will be solely responsible for the payment of compensation, workers’ compensation, unemployment
insurance and for withholding or paying employment related taxes to or with respect to its own
employees. Sprint will be solely responsible for or entitled to the payment or receipt of any fees
paid to or received from third party service providers with respect to data, content or services,
if any.





	17.4.	 	Survival




Sections 1 (Definitions), 2.7, 2.8 (with respect to any payment obligations thereunder that are due
as of the effective date of termination, including as a result of acceleration under Section
2.8.1(h) or (i), and that may be due after the effective date of termination pursuant to Section
2.8.1(h)), 6 (Billing and Terms of Payment), 7.5 (Subpoena Compliance), 7.6 (Electronic
Surveillance), 9 (Limitations of Liability), 10 (Trade Name, Trade Marks and Service Marks), 12
(Indemnification), 13.4 (Length of and Duties During the Phase-Out Period), 14 (with respect to any
payment that may be due thereunder, but not with respect to increases to the Total Monthly
Recurring Charge that would otherwise be triggered as a result of a Change of Control Event that
occurs during the applicable phase-out period under Section 13.4), 14.2 (Rights to Market to End
User Accounts in Connection with Liquidation or Dissolution), 14.3 (Non-Solicitation/Non-Disclosure
Obligations; 14.4 (Remedies); 15 (Restrictions on Disclosure, Use, Storage and Handling of
Confidential and End User Account Information), and 17 (General Provisions) of this Agreement will
survive the termination or expiration 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 unless expressly indicated otherwise.
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
effect 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; Venue




This Agreement will be governed by and construed in accordance with the procedural and
substantive laws of the State of New York without giving effect to its choice of law rules.
All actions and proceedings




Purchaser/Sprint Confidential Information — RESTRICTED


38









 







			
	 	 	 
	Confidential
	 	Execution Copy
	 	 	 





arising out of or relating to this Agreement shall be heard and determined in state federal court
located in New York City, New York, and the Parties hereto hereby irrevocably submit to the
exclusive jurisdiction of such courts in any such action or proceeding. Each Party hereby
acknowledges that the foregoing venue provisions have been chosen as the appropriate and convenient
forum for any such actions and waive any right to object to jurisdiction on the basis of lack of
personal jurisdiction or forum non conveniens.





	17.8.	 	Waiver of Jury Trial




Each Party waives its respective rights to a trial by jury of all claims or causes of action
(including counterclaims) related to or arising out of this Agreement or the transactions
contemplated by this Agreement brought by any Party against any other Party. This waiver applies
to all subsequent amendments of this agreement.





	17.9.	 	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.





	17.10.	 	Entire Agreement; Amendments




This Agreement sets forth the entire agreement and understanding between the Parties as to the
subject matters covered therein and supersede all prior agreements, oral or written, and other
communications between the Parties relating to the subject matter of this 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.





	17.11.	 	Parties in Interest; Limitation on Rights of Others




Except as otherwise provided in this Agreement, this Agreement is binding upon and inures to the
benefit of the Parties hereto and their permitted successors and assigns. Nothing in this
Agreement, whether express or implied, will be construed to give any Person other than the Parties
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.





	17.12.	 	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.





	17.13.	 	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 17.13 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, lockouts or other labor
difficulties to the extent the action is not attributable to any action or omission on the part of
the Party seeking excuse under this Section 17.13; and (iv) judicial, legal or other action of any
Governmental Authority to the extent the action is not attributable to any action or omission on
the part of the Party seeking excuse under this Section 17.13.







Purchaser/Sprint Confidential Information — RESTRICTED


39









 







			
	 	 	 
	Confidential
	 	Execution Copy
	 	 	 










	17.14.	 	Disclosure




Subject to Section 15.7 and except as required by applicable law or the rules of any stock exchange
or association, neither Party shall make any media releases, public announcements or other similar
disclosures relating to this Agreement, its subject matter or the purpose of this Agreement without
obtaining the other Party’s consent in writing (including by electronic mail) prior to the release
thereof (such consent not to be unreasonably withheld, conditioned, or delayed), and coordinating
the release, announcement or disclosure with such other Party.





	17.15.	 	Compliance with Laws




Each Party will perform its obligations hereunder in material compliance with all applicable
material federal, state, county and local laws, rules, regulations and orders that apply to it, its
operations and facilities.





	17.16.	 	Audits






(a) Sprint shall maintain its records in a commercially reasonable manner and at all
times in accordance with U.S. Generally Accepted Accounting Principles. Without
limiting the generality of the foregoing, Sprint shall maintain its financial
records and the raw data used to generate the Reporting Package in accordance with
records retention policies established under prevailing industry practices.




(b) Sprint shall allow Purchaser and its auditors (including internal audit staff
and external auditors) (collectively, the “Auditors”) to perform, at Purchaser’s
cost, access to the Facilities, Sprint employees and employees of its agents who are
performing Sprint’s obligations hereunder for purposes of conducting audits of (i)
Sprint’s compliance with the terms and provisions of this Agreement or (ii) Sprint’s
satisfaction of the requirements of any applicable law or the requirements of any
Governmental Authority, including audits required to enable Purchaser to make any
statements, attestations or similar certifications or statements which it is
obligated to make pursuant to any applicable laws, rules or regulations of any
Governmental Authority.




(c) Audits conducted by Persons other than inspectors and regulators under this
Section 17.16 will be conducted in accordance with mutually agreed procedures and as
follows: (i) Sprint may require the Purchaser’s employees or agents to conduct the
audits requiring access to the premises of Sprint during normal working hours; (ii)
Sprint may have an employee or representative present at all times during the audit;
(iii) Purchaser will not have direct access to the Sprint computer databases that
contain competitively sensitive information of Sprint without the consent of Sprint
(but Sprint shall make available a suitable staff member who does have such access
and the authority to provide information reasonably requested to Purchaser); (iv)
Purchaser may review only those specific records of Sprint directly related to the
obligations of Sprint under this Agreement and not those records to the extent they
contain highly confidential information of Sprint that is not subject to disclosure
under any instances (including information that details Sprint’s underlying cost
structures or other similar information that is competitively sensitive except with
respect to information necessary for the calculation of charges invoiced to
Purchaser for Customized Services), in which event Sprint will provide a summary
thereof containing as much information and detail as possible consistent with
avoiding disclosing highly confidential or competitive information; (v) subject to
subsection (iii) above, Purchaser shall have access to information and record detail
supporting the calculation of any price adjustment under Schedule 1.0, including
worksheets and calculations used by Sprint to make such calculation, and reasonable
access to Sprint’s personnel who were materially involved in the calculation of such
price or price adjustment.




(d) Purchaser will require that the Auditors conduct audits in such a fashion so as
not to unreasonably interfere with Sprint’s normal course of business. Purchaser
may



Purchaser/Sprint Confidential Information — RESTRICTED


40









 







			
	 	 	 
	Confidential
	 	Execution Copy
	 	 	 







use appropriate third party representatives to conduct its audit, provided that any
representative or agent of Purchaser that participates in the audit may be required
to execute and deliver a non-disclosure agreement in favor of Sprint. Sprint will
cooperate in good faith with Purchaser and such representatives.




(e) Subject to the terms and provisions of Section 6.4, if an audit uncovers
overcharges, Sprint shall promptly, and in no event later than 45 days after notice
from Purchaser, refund the overcharge plus interest thereon at the Interest Rate,
from the date of payment of the overcharge through the date the overcharge is
refunded by Sprint. Following an audit, Sprint will use its commercially reasonable
efforts to correct any agreed upon deficiencies related to performance uncovered by
such audit.




(f) Sprint may request the results of any audit conducted by Purchaser to be
reviewed by Sprint’s internal auditing staff or by Sprint’s independent accountants
who then audit the publicly filed financial statements of Sprint ("Independent
Auditors") with the results of such review reported back to Purchaser and Sprint,
subject to all applicable confidentiality restrictions. For the avoidance of doubt,
the Independent Auditors shall themselves have access (without the right to
disseminate) to Sprint’s highly confidential records referred to above and not just
to the summary. Sprint will bear the costs of any audit under this subsection.



[Signatures appear on next page.]









Purchaser/Sprint Confidential Information — RESTRICTED


41









 







			
	 	 	 
	Confidential
	 	Execution Copy
	 	 	 








IN WITNESS WHEREOF, the Parties have caused this Private Label PCS Services Agreement to be
executed by their respective duly authorized representatives on the date indicated below.




	 	 	 	 	 	 	 

	SPRINT SPECTRUM L.P.	 	CRICKET COMMUNICATIONS, INC.
	 
	 	 	 	 	 	 
	By:

	 	/s/ WT Esrey
	 	By:
	 	/s/ S. Douglas Hutcheson
	Name: Bill Esrey	 	Name: S. Douglas Hutcheson
	Title: Vice President	 	Title: CEO
	Date: 8/2/10	 	Date:







Purchaser/Sprint Confidential Information — RESTRICTED


 












 





			
	 	 	 
	Confidential
	 	Execution Copy






Schedule 1.0




PCS Services




	1.	 	Description of Services, Rates and Charges
	 
	 	 	Itemized below are the charges for the PCS Service.
	 
	2.	 	Rates and Charges
	 
	 	 	The rates and charges under this Agreement are exclusively those set forth in Schedule 1.0
and such other rates, charges, costs and fees expressly set forth or otherwise referenced in
this Agreement, including charges for Customized Services under Section 5.7 of this
Agreement. Any other rates and charges will be as mutually agreed by the Parties pursuant
to a written amendment to this Agreement; provided, however, that Sprint acknowledges and
agrees that there are a number of its obligations for which there is not a separate charge
or rate specified in this Agreement and that nothing in this Schedule 1.0 shall limit
Sprint’s responsibility to perform its obligations in accordance with this Agreement.
	 
	 	 	There shall be no adjustments to the charges or rates under this Agreement or additional
amounts payable under this Agreement except as specifically set forth in this Agreement,
including this Schedule 1.0.
	 
	 	 	Allocation of responsibility for taxes and certain other applicable fees and surcharges
between the Parties is set forth in Section 6.5 of the Agreement.






	 	2.1.	 	Handset and Aircard Service Usage Pricing






	 	2.1.1.	 	MRC Price Plans — Handsets.






Purchaser may assign each End User with a Handset to any Pricing Bundle (as defined in
Section 2.1.1(a)) or, subject to applicable restrictions, the Suspend Plan described
in Section 2.1.1(b).




	 	(a)	 	Monthly Recurring Charge — Handsets.






For purposes of this Schedule 1.0,




“Base MRC Bundles” mean the bundle plans set forth in Table 1-2 below, as the usage
in such plans may be adjusted in accordance with Section 2.1.3.




“EOP Active End User” means an End User who is assigned to a Pricing Bundle as of
the end of a monthly billing cycle.




“Monthly Average Handset End Users” for a monthly billing cycle means the total
number of Net End Users on the first day of the monthly billing cycle and the number
of Net End Users at the end of the monthly billing cycle, divided by two (2). For
this purpose, Net End Users exclude End Users who only have a Wireless Data Device.




“Pricing Bundles” means the Base MRC Bundles and any of the bundle plans established
pursuant to Section 2.1.3 or 2.1.4.




For each End User assigned to any Pricing Bundle during a monthly billing cycle,
Sprint will determine the applicable Monthly Average Handset End User tier set forth
in Table 1-1 for such billing cycle based on the number of Monthly Average Handset End
Users assigned to any and all Pricing Bundles or the Suspend Plan, which is calculated
as of the last day of the immediately preceding calendar month.




The Monthly Recurring Charges for a monthly billing cycle shall be the sum of the
Pricing Bundle MRCs for such cycle. “Pricing Bundle MRC” for a Pricing Bundle is:




1









 







			
	 	 	 
	Confidential
	 	Execution Copy






(i) the Monthly Recurring Charge under Table 1-1 that applies to the Pricing
Bundle during such cycle; multiplied by




(ii) the total number of End Users assigned to such Pricing Bundle during
the monthly billing cycle;




as reduced to reflect any partial monthly billing cycle in accordance with
the immediately following paragraph.




The Monthly Recurring Charges for an End User shall be prorated for any partial
monthly billing cycle during which the End User is assigned to a Pricing Bundle in
accordance with the pro-rating methodology described in Attachment No. 2. For
example, if an End User is assigned to a Base MRC Bundle for the first half of a
monthly billing cycle, then the Monthly Recurring Charges for such End User for such
monthly billing cycle of that Contract Year shall be 50% of the applicable Monthly
Recurring Charge. More detailed examples of proration are set forth in Attachment No.
2.



Table 1-1: Monthly Recurring Charge




	 	 	 	 	 
	Monthly	 	Monthly	 	 
	Average	 	Recurring Rate	 	 
	Handset End	 	for Pricing	 	 
	Users	 	Bundle 1	 	[***]
	[***]
	 	$[***]
	 	$[***]






Table 1-2: Pricing Bundles as of the Effective Date




	 	 	 	 	 	 	 
	 	 	Service Plan Component
	 	 	 	 	SMS	 	 
	Pricing	 	Voice Minutes	 	(terminated or	 	 
	Bundle	 	(MOU)	 	originated)	 	Data (MB)
	1
	 	[***]	 	[***]	 	[***]
	[***]
	 	[***]	 	[***]	 	[***]







As used above, “MOU” means minutes of voice usage on the Sprint Network during a
billing cycle. MOUs exclude all minutes during which the End User is Roaming
(domestic and international), and any minutes of use attributable to an incomplete
call.




As used above, “SMS” means an alphanumeric message of up to 160 characters that an End
User sends or receives on the Sprint Network. SMSs exclude all Roaming (domestic and
international).





 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.





Sprint/Cricket Confidential Information — RESTRICTED




2









 







			
	 	 	 
	Confidential
	 	Execution Copy






As used above, “MB” means megabytes (i.e., 1,048,576 bytes, or 2 to the 20th power) of
data usage by an End User on the Sprint Network other than in connection with sending
or receiving SMSs and “KB” means Kilobytes (i.e., 1,024 bytes, or 2 to the 10th power)
of data usage by an End User on the Sprint Network other than in connection with
sending or receiving SMSs. MB exclude all Roaming (domestic and international). For
purposes of clarity, the usage of data and charges therefor are set forth in this
Schedule 1.0 in MBs, but Sprint shall measure and invoice for such usage on a per KB
basis.




In addition, if in any monthly billing cycle Purchaser has MOU, SMS or MB Overage (as
defined below), Sprint shall charge Purchaser an amount equal to [***]




The calculation of the overage charges for a monthly billing cycle will be made [***]
for each of MOU, SMS and Data. For purposes of this Schedule 1.0, “MOU, SMS or MB
Overage” with respect to a monthly billing cycle is calculated as follows:




MOU, SMS or MB Overage = [***]




A = total usage of the applicable category of usage (MOU, SMS, and MB) for [***]
during the monthly billing cycle




Bx = Dx x Ex, where “x” is the number assigned to
the Pricing Bundle (e.g., Pricing Bundle 1, [***])




C = the applicable overage rate set forth in Table 1-3




Dx = the total number of EOP [***] as of the last day of the monthly
billing cycle, where “x” is the number assigned to such Pricing Bundle




Ex = the level of usage set forth in Table 1-2 included in the applicable
category of usage with respect to the applicable Pricing Bundle, where “x” is the
number assigned to such Pricing Bundle



Table 1-3: Overage Rates




	 	 	 	 	 
	 	 	Per SMS	 	 
	Voice (per	 	(terminated or	 	 
	MOU)	 	originated)	 	Data (per MB)
	$[***]
	 	$[***]
	 	$[***]







An example of the calculation of overage charges is set forth in Attachment 4.0 For
reference, the per KB rate is $[***].




	 	(b)	 	Suspend Plan.






For End Users assigned to the Suspend Plan, Sprint will charge Purchaser the usage
rates set forth in Table 1-4 below for minutes of use of Service. There is no Monthly
Recurring Charge or Overage for End Users assigned the Suspend Plan and all usage of
such End Users will be billed on a per unit basis as set forth below.





 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.




 Sprint/Cricket Confidential Information — RESTRICTED



3









 







			
	 	 	 
	Confidential
	 	Execution Copy





Table 1-4: Suspend Plan Per Unit Pricing




	 	 	 	 	 
	 	 	Per SMS	 	 
	Voice (per	 	(terminated or	 	 
	MOU)	 	originated)	 	Data (per MB)
	$[***]
	 	$[***]
	 	$[***]







For reference, the per KB rate is $[***].




Purchaser will not knowingly assign an End User to the Suspend Plan for greater than
[***] days. If Sprint provides notice to Purchaser that an End User has been assigned
to the Suspend Plan for a period of greater than [***] days Purchaser will thereafter
terminate the End User or assign such End User to one of the other Pricing Bundles.
If Purchaser does not terminate such End User or assign such End User to another
Pricing Bundle within five days of receipt of notice, Sprint may assign the End User
to Pricing Bundle 1 under Section 2.1.1(a), and charge the Bundle 1 Monthly Recurring
Charge set forth in Table 1-1, and such End Users will be included in the calculation
of Net End Users for such plan and will otherwise be treated as an End User assigned
Pricing Bundle 1. Purchaser agrees that it will not change plan assignments with the
purpose of artificially extending the [***] day period.




	 	2.1.2.	 	Price Plans — Wireless Data Device






The charge for End Users’ use of a Wireless Data Device during a billing cycle is the
product of the aggregate number of MBs of usage on the Sprint Network by such Wireless
Data Devices and $[***]. For reference, the per KB rate is $[***]. There is no
Monthly Recurring Charge or Overage for use of Wireless Data Devices.




	 	2.1.3.	 	Review of Existing Pricing Bundles.






At the end of each [***] during the Term commencing with [***], Purchaser may request
that Sprint and Purchaser review the actual average MOU, SMS and MB across all End
Users with respect to any of the then-current Pricing Bundles. If the actual average
MOUs, SMSs or MBs by Handsets assigned to End Users who have selected the same Pricing
Bundle during the [***] deviates from the MOU, SMS and/or MB included in such Pricing
Bundle by more than the Deadband Percentage, Purchaser may request, and Sprint shall
propose within 30 days of such request, commercially reasonable adjustments to the
MOU, SMS or
MB levels of the applicable then-current Pricing Bundle and the Monthly Recurring
Charges associated therewith. The “Deadband Percentage” for a category of usage
(i.e., MOU, SMS or MB) with fewer than [***] units is [***]% and for a category of
usage with [***] or more units is [***]%. If the Parties are unable to agree to such
Monthly Recurring Charge within 60 days of Purchaser’s request and Purchaser still
wishes to implement a change to the existing Pricing Bundle(s), Purchaser may treat
the reasonableness of Sprint’s proposed adjustment as a dispute under the Agreement.
Once the Parties have established a change to an existing Pricing Bundle under this
paragraph, such Pricing Bundle will be effective on the first day of the monthly
billing cycle immediately following such establishment.





 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.



Sprint/Cricket Confidential Information — RESTRICTED




4









 







			
	 	 	 
	Confidential
	 	Execution Copy






	 	2.1.4.	 	New Pricing Bundles






From time to time during the Term, Purchaser may request that new Pricing Bundles be
created and implemented. Within 30 days of receipt of such a request, Sprint shall
propose a commercially reasonable Monthly Recurring Charge for the new Pricing Bundle.
The Parties will then meet to negotiate in good faith such request and response, it
being understand that if the Parties are unable to agree to the applicable Monthly
Recurring Charge within 60 days after Purchaser’s request under this Section 2.1.4,
and Purchaser still wishes to establish the new Pricing Bundle(s), Purchaser may treat
the reasonableness of Sprint’s proposed Monthly Recurring Charge as a dispute under
the Agreement Once the Parties have established a new Pricing Bundle under this
paragraph, such Pricing Bundle will be effective on the first day of the monthly
billing cycle immediately following such establishment.




	 	2.1.5.	 	Price Protection






	 	(a)	 	General. On August 4, 2010, the
In-Service Date and every [***] anniversary of the In-Service Date
during the Term (each, a “Benchmark Date”), the Parties will determine
the Benchmark Retail Price [***] (as defined in Section 2.1.5(h) below)
and conduct the analysis set forth in this Section 2.1.5.
	 
	 	(b)	 	Adjustment Amount. In the event of any
change in the [***] from the [***] determined as of the immediately
preceding Benchmark Date, each Monthly Recurring Charge shall be
modified in an amount equal to [***]; provided, however, that although
there shall [***] adjustment under this provision, any [***] adjustment
that [***] applied will be used to [***] any [***] adjustments until
such time as the [***] of such [***] adjustments have been [***] (i.e.
if there is an [***]of [***[ that [***] will be used to [***] the
[***] has been [***]). In addition to the foregoing, there shall be
[***] adjustment under this Section 2.1.5(b) as a result of a change in
the [***] during the period commencing on August 4, 2010 and ending on
the In Service Date unless the such change is [***] of the [***] as of
August 4,
2010 and only by an amount equal to [***] of the adjustment that
[***] apply under this Section 2.1.5(b).
	 
	 	(c)	 	Implementation of Adjustments. The
Parties will determine each Benchmark Retail Price [***] to be used to
calculate the [***] and calculate the [***] within 30 days of each
Benchmark Date. Any adjustments under this Section 2.1.5 will be
prospective only and will be effective as of the first day of the first
full billing cycle following the applicable Benchmark Date.
	 
	 	(d)	 	Limited Application of Adjustments.
For purposes of clarification, any adjustment determined under this
Section 2.1.5 will be used to adjust only the Monthly Recurring Charges
for Handsets set forth in Section 2.1.1(a) of this Schedule 1.0 and any
additional Monthly Recurring Charges for new Pricing Bundles that may
be established pursuant to Section 2.1.4 (each, a “Handset Offering
Monthly Recurring Charge”). In








 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.




 Sprint/Cricket Confidential Information — RESTRICTED



5









 







			
	 	 	 
	Confidential
	 	Execution Copy





	 	 	 	no event will the adjustments (if any) determined
under this Section 2.1.5 be applied to any other pricing under this
Agreement.
	 
	 	(e)	 	Adjustment Limitation. Except as
specifically set forth in this Section 2.1.5(e), [***] (i) the Handset
Offering Monthly Recurring Charges set forth in Section 2.1.1(a) of
this Schedule 1.0 for any Base MRC Plan [***] the applicable amount
from the table below; or (ii) the Handset Offering Monthly Recurring
Charges for any other Pricing Bundle [***] Monthly Recurring Charge for
such Pricing Bundle as established in accordance with Section 2.1.3 or
2.1.4, as the case may be.





Table 1-5: Pricing Adjustment Limitations




	 	 	 
	Bundle (Section 2.1.1(a) , Table 1-2 of	 	Limitation on Adjustments
	this Schedule 1.0)	 	to MRC in Section 2.1.1(a)
	1

	 	$[***]
	[***]

	 	$[***]







	 	(f)	 	If, absent the limitation under Section
2.1.5(e), an adjustment would result in a Monthly Recurring Charge of
less than $[***] for [***] at Purchaser’s then-effective volume tier in
Table 1-1, prior to implementing such adjustment, Sprint may elect to
either: (A) [***] of the adjustments to Monthly Recurring Charges for
[***] Pricing Bundles in accordance with this Section 2.1.5; or (B)
[***] such adjustments to the extent such adjustments would result in a
monthly recurring charge of [***] than the
applicable amounts from Table 1-5 (i.e. the Monthly Recurring Charge
would thereafter be set at [***] Monthly Recurring Charge for each
Pricing Bundle in effect as of the applicable Benchmarking Date). If
Sprint elects to [***] any such adjustment, [***].
	 
	 	(g)	 	Sprint shall make its election under Section
2.1.5(f) within 30 days of the determination of the adjustment that
that gives rise to the election.
	 
	 	(h)	 	Definitions. Capitalized terms not
otherwise defined below or in this Section 2.1.5 will have the meanings
set forth in the Agreement.
	 
	 	 	 	“Benchmark [***] Plan” means a retail, consumer, Prepaid Wireless
Service Offering offered by the National Prepaid Service Provider as
of the applicable Benchmark Date that has the following
characteristics: [***]. The Benchmark [***] Plans in the United
States as of the Effective Date are set forth in Attachment No. 3.
	 
	 	 	 	“National Prepaid Service Provider” means any provider of Prepaid
Wireless Service Offerings in the United States that has at least
[***] subscribers enrolled in such Prepaid Wireless Service Offerings
as of the applicable Benchmark Date. For example, [***] and [***]
will each be used in the calculation as separate and distinct
National Prepaid







 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.




 Sprint/Cricket Confidential Information — RESTRICTED



6









 







			
	 	 	 
	Confidential
	 	Execution Copy






	 	 	 	Providers. In the case of such providers, other than Sprint or
Purchaser, that do not separately report the number of subscribers
for each brand or brands with respect to Prepaid Wireless Service
Offerings, the number of subscribers for each such brand shall be the
aggregate number of subscribers of the provider’s Prepaid Wireless
Service Offerings.
	 
	 	 	 	[***]
	 
	 	 	 	“Benchmark Retail Price [***]” means with respect to a Benchmark
[***] Plan as of a Benchmark Date, the most recently published
monthly charge for such Benchmark [***] Plan as of such Benchmark
Date, plus any applicable fees and surcharges associated with such
plan that are not included in the monthly charge.
	 
	 	(i)	 	Change in Pricing Structures; Insufficient
Number of National Prepaid Service Providers. The Parties agree to
negotiate in good faith to agree to appropriate modifications or
replacements to this Section 2.1.5 if on any Benchmark Date (i) there
are fewer than [***] Benchmark [***] Plans, (ii) there are fewer than
[***] National Prepaid Service Providers, or (iii) any of Purchaser,
[***] or [***] have ceased offering a Benchmark [***] Plan.
	 
	 	(j)	 	Examples. The Parties shall use
reasonable efforts to develop an appropriate example of the
calculations and adjustments under this Section 2.1.5 and will attach
such example to this Schedule 1.0.






	 	2.1.6.	 	Voice PCS Service — Included
	 
	 	 	 	There shall be no charge for End Users’ utilization of the features
identified in this Section 2.1.6 other than the applicable MOUs, if any.






	 	•	 	Call Forwarding
	 
	 	•	 	Call Waiting
	 
	 	•	 	Three Way Calling






(However, if Purchaser utilizes Telcordia to enable Purchaser to
offer pre-paid services to End Users, Three Way Calling will not
be available.)




	 	•	 	Caller ID
	 
	 	•	 	Caller ID Blocking (Purchaser must elect)
	 
	 	•	 	Basic Network Fraud Monitoring
	 
	 	•	 	Voicemail (Purchaser must elect)
	 
	 	•	 	Toll Blocking (Purchaser must elect)






In addition, Sprint shall provide the daily, weekly and monthly reports described in
the Private Label Operations Manual at the frequency specified therein.





 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.



Sprint/Cricket Confidential Information — RESTRICTED




7









 







			
	 	 	 
	Confidential
	 	Execution Copy






	 	2.2.	 	Automatic Roaming Charges:
	 
	 	 	 	Sprint shall charge for End Users’ Roaming.






	 	2.2.1.	 	Automatic Domestic Roaming — Voice






Sprint shall make available to Purchaser domestic voice Roaming service for End
Users (and not for other Purchaser subscribers that are homed to networks other
than the Sprint Network and not for subscribers other than those provisioned to
the Sprint Network under this Agreement) in accordance with this paragraph. Sprint
will charge Purchaser a blended pass through rate based on Sprint’s most recent
quarterly rates for domestic Roaming, plus all other applicable charges imposed by
Governmental Authorities or the third party roaming service provider, such as
taxes and toll charges. From and after the Effective Date, domestic voice Roaming
rates will be updated quarterly based on Sprint’s most recent quarterly rates for
domestic Roaming. The blended pass through rates Sprint will charge Purchaser for
domestic voice Roaming service will be calculated by dividing the total domestic
voice Roaming charges invoiced to Sprint by its Roaming partners during a calendar
quarter by the total
domestic voice Roaming MOUs for such calendar quarter. The blended pass through
per minute rate for domestic voice Roaming service as of the Effective Date is
$[***].




	 	2.2.2.	 	Automatic Domestic Roaming — Data






Sprint shall make available domestic data transport Roaming service described in
this Section 2.2.2 to Purchaser after Purchaser’s written request, the timing of
the availability of domestic data transport Roaming service to Purchaser being
subject to technical, resource and logistical constraints of Sprint and its
Roaming providers. For domestic data transport Roaming MB usage, Sprint will
charge Purchaser a blended pass through rate based on Sprint’s most recent
quarterly rates for domestic data transport Roaming, plus all other applicable
charges imposed by Governmental Authorities or the third party roaming service
provider, such as taxes and toll charges. Domestic data transport Roaming rates
will be updated quarterly based on Sprint’s most recent quarterly rates for
domestic data transport Roaming. The blended pass through rates Sprint will
charge Purchaser for domestic data transport Roaming MB usage will be calculated
by dividing the total domestic data transport Roaming charges invoiced to Sprint
by its Roaming partners during a calendar quarter by the total domestic data
transport Roaming MB usage for such calendar quarter. The blended pass through per
MB rate for domestic data Roaming service as of the Effective Date is $[***]. For
reference, the blended pass through per KB rate for domestic data Roaming service
as of the Effective Date is $[***].




	 	2.2.3.	 	Automatic International Roaming — Voice






Sprint shall make available voice international Roaming service to Purchaser for
End Users in all countries where Sprint provides voice international Roaming.
Sprint will charge Purchaser the blended pass through rates in the 4 categories
listed set forth in Table 2.2.2 below, based on Sprint’s most recent quarterly
rates for voice international Roaming, plus all other applicable charges imposed
by Governmental Authorities or the third party roaming service provider, such as
taxes and toll charges. From and after the Effective Date, Sprint will perform a
quarterly analysis of Sprint’s voice international Roaming rates with respect to
each of the 4 categories listed in the table below, and if such analysis results
in a different blended pass through rate for any





 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.




 Sprint/Cricket Confidential Information — RESTRICTED



8









 







			
	 	 	 
	Confidential
	 	Execution Copy






such category. Sprint will
update the rate it charges for such category accordingly. The blended pass
through rates Sprint will charge Purchaser for international voice Roaming
service will be calculated by dividing the total international voice Roaming
charges invoiced to Sprint by its Roaming partners during a calendar quarter by
the total international voice Roaming MOUs for such calendar quarter. The
blended pass through per minute rates for international voice Roaming service as
of the Effective Date is set forth in Table 1-6.



Table 1-6: Blended Pass Through Rates for Voice

(International) As Of the Effective Date




	 	 	 	 	 
	Country	 	Per Minute
	Guam, Puerto Rico, & US Virgin Islands
	 	$	[***]	 
	Canada
	 	$	[***]	 
	Mexico
	 	$	[***]	 
	All other countries (i.e., except Guam, Puerto
Rico, US Virgin Islands, Canada & Mexico)
	 	$	[***]	 







	 	2.2.4.	 	Automatic International Roaming — Data






Sprint shall make available international data transport Roaming service described
in this Section 2.2.4 to Purchaser after Purchaser’s written request, the timing
of the availability of international data transport Roaming service to Purchaser
being subject to technical, resource and logistical constraints of Sprint and its
Roaming providers. For international data transport Roaming MB usage, Sprint will
charge Purchaser a blended pass through rate based on Sprint’s most recent
quarterly rates for international data transport Roaming, plus all other
applicable charges imposed by Governmental Authorities or the third party roaming
service provider, such as taxes and toll charges. International data transport
Roaming rates will be updated quarterly based on Sprint’s most recent quarterly
rates for international data transport Roaming. The blended pass through rates
Sprint will charge Purchaser for international data transport Roaming KB usage
will be calculated by dividing the total international data transport Roaming
charges invoiced to Sprint by its Roaming partners during a calendar quarter by
the total international data transport Roaming KB usage for such calendar quarter.
The blended pass through per MB rate for international data transport Roaming
service as of the Effective Date is set forth in Table 1-7. For reference, the
blended pass through per KB rate for international data transport Roaming service
as of the Effective Date is also set forth in Table 1-7.





 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.



Sprint/Cricket Confidential Information — RESTRICTED




9









 







			
	 	 	 
	Confidential
	 	Execution Copy





Table 1-7: Blended Pass Through Rates for Data (International)

As Of the Effective Date




	 	 	 	 	 	 	 	 	 
	Country	 	Per MB Rate	 	Per KB Rate
	Canada
	 	$	[***]	 	 	$	[***]	 
	Guam
	 	$	[***]	 	 	$	[***]	 
	Mexico
	 	$	[***]	 	 	$	[***]	 
	Puerto Rico
	 	$	[***]	 	 	$	[***]	 
	All other countries
(i.e., except Guam,
Puerto Rico, Canada &
Mexico)
	 	$	[***]	 	 	$	[***]	 







	 	2.2.5.	 	Automatic Domestic Roaming — SMS






Sprint will charge Purchaser a blended pass through rate for all Roaming SMS usage
based on Sprint’s most recent quarterly rates for all Roaming SMS, plus all other
applicable charges imposed by Governmental Authorities or the third party roaming
service provider, such as taxes and toll charges. All Roaming SMS rates will be
updated quarterly based on Sprint’s most recent quarterly rates for all Roaming
SMS.




	 	2.2.6.	 	Automatic International Roaming — SMS






Sprint will charge Purchaser a blended pass through rate for all Roaming
International SMS usage based on Sprint’s most recent quarterly rates for all
Roaming International SMS, plus all other applicable charges imposed by
Governmental Authorities or the third party roaming service provider, such as
taxes and toll charges. All Roaming International SMS rates will be updated
quarterly based on Sprint’s most recent quarterly rates for all Roaming
International SMS.




	 	2.2.7.	 	Blocking Roaming






At Purchaser’s sole discretion and election, it may block all data roaming (not on
an End User by End User basis. At Purchaser’s sole discretion and election, it
may block voice (international and domestic roaming) and SMS roaming by assigning
the appropriate roaming list to such End Users through the provisioning process.




	 	2.3.	 	Manual Roaming Charges:






Manual Roaming charges are billed directly to the End User credit or calling card by
the serving carrier at carrier defined rates.




	 	2.4.	 	International Toll Charges:






Purchaser shall have the right to elect to have Sprint provide international toll
services to Purchaser and charge Purchaser the international per minute base
rates set forth in Attachment No. 1 to Schedule 1.0 or have Sprint
route toll calls to Purchaser as set forth in Section 4.1 of Schedule 5.0.




	 	2.5.	 	Short Message Service (SMS)






	 	2.5.1	 	Mobile Terminated SMS Messages (MTSMS)







 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.



Sprint/Cricket Confidential Information — RESTRICTED




10









 







			
	 	 	 
	Confidential
	 	Execution Copy






	 	 	 	Each MTSMS message can include up to 160 characters. Individual Devices may
not be able to receive an MTSMS if the Device is: (a) turned off; (b)
Roaming; or (c) traveling in a Market that does not have text messaging
capabilities. Purchaser must pay for each MTSMS message regardless of
whether or not it is actually delivered to a Device.
	 
	           2.5.2  Mobile Originated SMS Messages (MOSMS) 
	 
	 	 	 	Each End User MOSMS message can include up to 160 characters. Individual
Devices must have mobile originations capabilities in the Device client.
Individual Devices may not be able to terminate the origination of a message
if the Device is (a) not provisioned; (b) turned off; or (c) traveling in a
Sprint Service Provider Affiliate Market that does not have text messaging
capabilities. Purchaser will pay for each MOSMS regardless of whether or
not it is actually terminated to a Device.






	 	2.6.	 	Reserved
	 
	 	2.7.	 	LBS Charges
	 
	 	 	 	As requested by Purchaser, Sprint will provide access to Sprint’s base station
almanac allowing Purchaser to provide location-based services independently at the
following rates: For purposes of clarity, there shall be a single monthly charge
for any month based on the number of Net End Users for such month (e.g., the monthly
charge under this Section 2.7 for a month in which the Net End Users is 1,500,000
would be $[***].





	 	 	 
	Net End Users	 	Monthly Charge
	[***]








There shall be no charges imposed under this Section 2.7 prior to the In Service
Date.





 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.



Sprint/Cricket Confidential Information — RESTRICTED




11









 







			
	 	 	 
	Confidential
	 	Execution Copy






	 	2.8.	 	Other Charges:






	 	2.8.1.	 	Call Forwarding: standard airtime rates (per unit or MRC MOU decrement, as
applicable) will apply. Sprint will enable and authorize Purchaser, at
Purchaser’s sole discretion and election, to block an End User from receiving
Call Forwarding capabilities.
	 
	 	2.8.2.	 	Operator Services: Sprint will not provide Operator Services under this
agreement and will route Operator Services calls back to Purchaser for
processing. Sprint’s standard airtime (per unit or MRC MOU decrement, as
applicable) and applicable toll charges will apply.
	 
	 	2.8.3.	 	Directory Assistance: Sprint will not provide Directory Assistance under
this agreement and will route Directory Assistance calls back to Purchaser for
processing. Sprint’s standard airtime (per unit or MRC MOU decrement, as
applicable) and applicable toll charges will apply.
	 
	 	2.8.4.	 	911 and E911: Standard airtime (per unit or MRC MOU decrement, as
applicable) will apply.
	 
	 	2.8.5.	 	Wireless Local Number Portability: Sprint will charge Purchaser $[***] per
End User port (both incoming and outgoing).
	 
	 	2.8.6.	 	611 — Direct Routing to Purchaser’s Customer Care:
	 
	 	 	 	Implementation: $[***]
	 
	 	 	 	Sprint agrees that this implementation charge shall only be charged to
Purchaser if Purchaser fails to meet its obligation to pay the Minimum
Annual Revenue Commitment for the 2011 Contract Year, as such Minimum Annual
Revenue Commitment may be adjusted or deferred in accordance with this
Agreement. If Purchaser pays the Minimum Annual Revenue Commitment for the
2011 Contract Year, Sprint shall waive this implementation charge and
Purchaser shall have no obligation to pay it.
	 
	 	 	 	Airtime Rates: Standard airtime rates (per unit or MRC MOU decrement, as
applicable) will apply
	 
	 	 	 	This service allows Purchaser’s End Users to be directly routed to
Purchaser’s customer care when dialing 611.







 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.



Sprint/Cricket Confidential Information — RESTRICTED




12









 







			
	 	 	 
	Confidential
	 	Execution Copy






	 	2.8.7.	 	Call Tracing: $[***] per request
	 
	 	2.8.8.	 	Voicemail Password Reset: $[***]
	 
	 	2.8.9.	 	Custom Routing Code: $[***] per custom routing code requested by Purchaser
after the In Service Date that allows Purchaser to provide a unique code for
End User customer care calls, subject to availability.
	 
	 	2.8.10.	 	Non-standard reports: As quoted pursuant to the Work Order process
described in the Agreement.
	 
	 	2.8.11.	 	Device Certification: As quoted pursuant to the Work Order process
described in the Agreement.






	 	2.9.	 	Initial Implementation Fee
	 
	 	 	 	Sprint will charge Purchaser an “Initial Implementation Fee” of $[***], which will
include the account setup services described below in this Section 2.9. The Initial
Implementation Fee will be invoiced by Sprint upon completion of the account setup
services.
	 
	 	 	 	Sprint agrees that this Initial Implementation Fee shall [***].
	 
	 	2.10.	 	Account Setup Services
	 
	 	 	 	Sprint will perform the following account setup services:






	 	•	 	Establish Purchaser’s account in Sprint’s wholesale billing system;
	 
	 	•	 	Build Purchaser’s price plans in the Sprint wholesale billing system;
	 
	 	•	 	Build Purchaser’s product feature codes (SOCs) in the Sprint wholesale
billing system;
	 
	 	•	 	Establish access to Sprint’s Citrix server for Purchaser’s staff;
	 
	 	•	 	Establish MVNO.com access for Purchaser’s staff;
	 
	 	•	 	Establish Purchaser’s access to Sprint’s trouble ticketing system;
	 
	 	•	 	Establish Purchaser’s access to Sprint’s WLNP porting systems;
	 
	 	•	 	Establish Purchaser’s access to Sprint’s MapServer tool;
	 
	 	•	 	Establish technical points of contact (TPOC) with Sprint’s help desk and
rapid problem management (RPM) group; and
	 
	 	•	 	Coordinate connectivity between Sprint and Purchaser’s data center
(Purchaser is responsible for applicable circuit costs).






	 	2.11.	 	Application Provisioning Interface (“API”)
	 
	 	 	 	API Implementation Fee: $[***]
	 
	 	 	 	If requested by Purchaser, Sprint will implement API for Purchaser. The API
implementation includes up to 6 weeks of access to the Sprint release test bed using
standard test data. Unique data requests, unique test bed access, and access to the
test







 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.



Sprint/Cricket Confidential Information — RESTRICTED




13









 







			
	 	 	 
	Confidential
	 	Execution Copy






	 	 	 	bed beyond 6 weeks will only be available pursuant to a Work Order and subject
to payment of fees determined under such Work Order. API will allow Purchaser to
provision End Users through Purchaser’s billing/activation system which will
interface with and update Sprint’s billing system automatically. API will be able
to perform End User subscription activities that would otherwise be performed on the
Sprint maintained Private Label Services web site (e.g, activations, deactivations,
suspends, feature changes). In order to receive API, Purchaser must establish a
direct connection into the Sprint data center through a dedicated circuit at
Purchaser’s expense. Purchaser may utilize the same direct connection to Sprint for
MAF, API and AMS. However, Purchaser is responsible for monitoring and ensuring
adequate capacity on its circuit(s). API will be provided as set forth in the
Agreement and the Functional Requirements Specification document provided to
Purchaser by Sprint.
	 
	 	 	 	Sprint agrees that this implementation charge shall [***].
	 
	 	2.12.	 	Billing Records Interfaces
	 
	 	 	 	Billing Records Interfaces Implementation Fee: $[***]
	 
	 	 	 	Message Acquisition & Formatting (“MAF”) and Application Mediation System (“AMS”)
are individually referred to as a “Billing Records Interface” and jointly referred
to as “Billing Records Interfaces.” Subject to Purchaser’s payment of the Billing
Records Interfaces implementation fee, Sprint will implement one Billing Records
Interface or both Billing Records Interfaces, as designated by Purchaser.
	 
	 	 	 	Sprint agrees that this implementation charge shall [***].






	 	2.12.1.	 	Message Acquisition & Formatting (MAF)
	 
	 	 	 	If requested by Purchaser, Sprint will implement MAF for Purchaser as
described in Section 2.12 above. MAF will allow Purchaser to receive
unrated Call Detail Records (“CDRs”) on a near real-time basis. In order to
receive MAF, Purchaser must obtain a license to use CIBER formatted records
from MACH at Purchaser’s sole expense. In addition, in order to receive
access to the MAF data, Purchaser, at its sole expense, will need to
establish a direct connection to Sprint through a dedicated circuit,
complete a MAF questionnaire, and comply with the requirements set out in
the Private Label Operations Manual and other applicable documentation
provided by Sprint. Sprint will not provide access to MAF until all such
requirements are met. Purchaser may utilize the same direct connection to
Sprint for MAF, API and AMS. However, Purchaser is responsible
for monitoring and ensuring adequate capacity on its circuit(s). MAF will
be provided as set forth in the Agreement and the Private Label Operations
Manual.
	 
	 	2.12.2.	 	Application Mediation System (AMS)
	 
	 	 	 	If requested by Purchaser, Sprint will implement AMS for Purchaser as
described in Section 2.12 above. AMS will provide Purchaser with unrated 3G
packet data transport usage billing records (“IPDRs”) and, where applicable,
transactional detail records (“TDRs”), which will allow Purchaser to rate 3G
Data Services on a per kilobyte basis. In order to receive access to AMS
data records, Purchaser, at its sole expense, will need to establish a
direct connection to Sprint through a dedicated circuit, and comply with the
requirements set out in the Private Label







 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.




 Sprint/Cricket Confidential Information — RESTRICTED



14









 







			
	 	 	 
	Confidential
	 	Execution Copy






Operations Manual and other
applicable documentation provided by Sprint. Purchaser may utilize the same
direct connection to Sprint for MAF, API and AMS. However, Purchaser is
responsible for monitoring and ensuring adequate capacity on its circuit(s).
Sprint will not provide access to AMS until all such requirements are met.
AMS will be provided as set forth in the Agreement and the Private Label
Operations Manual.




	 	2.13.	 	Application to Person SMS Connectivity (“A2P”)
	 
	 	 	 	A2P Implementation Fee: $[***]
	 
	 	 	 	If requested by Purchaser pursuant to a Work Order and subject to payment of the A2P
implementation fee, Sprint will implement A2P for Purchaser. A2P will allow
Purchaser to send SMS messages to Devices from an application service whereby A2P
traffic is sent through Sprint’s short message peer to peer (“SMPP”) protocol by
direct connection to Sprint’s messaging infrastructure. Sprint will invoice
Purchaser for all SMS messages Purchaser sends through A2P at the rates set forth
above in this Schedule 1.0. In order to send SMS messages through the SMPP,
Purchaser, at its sole expense, will need to establish a direct connection to Sprint
in accordance with the specifications in the “SMPP Protocol Requirements and NCRF
Template” document, complete required request forms, and comply with the
requirements set out in the Private Label Operations Manual and SMPP Protocol
Requirements and NCRF Template provided by Sprint. Sprint will not provide access
to A2P until all such requirements are met. A2P will be provided as set forth in
the Agreement, the Private Label Operations Manual, and the SMPP Protocol
Requirements and NCRF Template.
	 
	 	 	 	Sprint agrees that this implementation charge shall [***].






	3.	 	Procedures and Guidelines
	 
	 	 	Sprint shall round usage and pro-rate service plan prices in accordance with Attachment No.
2 to this Schedule 1.0. If Sprint modifies its rounding or pro-rating methodology in the
future, it will provide Purchaser with commercially reasonable notice of such changes and to
the extent such changes result in material adverse financial impacts on Purchaser, Sprint
will make such
adjustments (whether through credits, refunds or adjustments to charges) as are necessary to
negate such adverse financial impacts.







 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.




 Sprint/Cricket Confidential Information — RESTRICTED



15









 







			
	 	 	 
	Confidential
	 	Execution Copy





Attachment No. 1 —  International Toll Charges






 




			
	*	 	denotes NADP countries





	 	 	 	 	 	 	 
	 	 	 	 	Per Minute Rates
	 	 	 	 	Wireline	 	Mobile
	Country	 	Country Code	 	Terminated	 	Terminated
	Afghanistan
	 	93	 	$[***]	 	$[***]
	Albania
	 	355	 	$[***]	 	$[***]
	Algeria
	 	213	 	$[***]	 	$[***]
	American Samoa
	 	+1-684*	 	$[***]	 	$[***]
	Andorra
	 	376	 	$[***]	 	$[***]
	Angola
	 	244	 	$[***]	 	$[***]
	Anguilla
	 	+1-264*	 	$[***]	 	$[***]
	Antigua & Barbuda
	 	+1-268*	 	$[***]	 	$[***]
	Argentina
	 	54	 	$[***]	 	$[***]
	Armenia
	 	374	 	$[***]	 	$[***]
	Aruba
	 	297	 	$[***]	 	$[***]
	Ascension Island
	 	247	 	$[***]	 	$[***]
	Australia — all calls except to Satellite
	 	61	 	$[***]	 	$[***]
	Australia — all calls to Satellite
	 	611	 	$[***]	 	$[***]
	Australian External Territories
	 	672	 	$[***]	 	$[***]
	Austria
	 	43	 	$[***]	 	$[***]
	Azerbaijan
	 	994	 	$[***]	 	$[***]
	Bahamas
	 	+1-242*	 	$[***]	 	$[***]
	Bahrain
	 	973	 	$[***]	 	$[***]
	Bangladesh
	 	880	 	$[***]	 	$[***]
	Barbados
	 	+1-246*	 	$[***]	 	$[***]
	Belarus
	 	375	 	$[***]	 	$[***]
	Belgium
	 	32	 	$[***]	 	$[***]
	Belize
	 	501	 	$[***]	 	$[***]
	Benin
	 	229	 	$[***]	 	$[***]
	Bermuda
	 	+1-441*	 	$[***]	 	$[***]








 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.





1









 







			
	 	 	 
	Confidential
	 	Execution Copy





	 	 	 	 	 	 	 
	 	 	 	 	Per Minute Rates
	 	 	 	 	Wireline	 	Mobile
	Country	 	Country Code	 	Terminated	 	Terminated
	Bhutan
	 	975	 	$[***]	 	$[***]
	Bolivia
	 	591	 	$[***]	 	$[***]
	Bosnia & Herzegovina
	 	387	 	$[***]	 	$[***]
	Botswana
	 	267	 	$[***]	 	$[***]
	Brazil
	 	55	 	$[***]	 	$[***]
	British Virgin Islands
	 	+1-284*	 	$[***]	 	$[***]
	Brunei
	 	673	 	$[***]	 	$[***]
	Bulgaria
	 	359	 	$[***]	 	$[***]
	Burkina Faso
	 	226	 	$[***]	 	$[***]
	Burundi
	 	257	 	$[***]	 	$[***]
	Cambodia
	 	855	 	$[***]	 	$[***]
	Cameroon
	 	237	 	$[***]	 	$[***]
	Canada
	 	+1*	 	$[***]	 	$[***]
	Canada — Northern Territories - 867
	 	867	 	$[***]	 	$[***]
	Cape Verde Islands
	 	238	 	$[***]	 	$[***]








 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.




 Sprint/Cricket Confidential Information — RESTRICTED



2









 







			
	 	 	 
	Confidential
	 	Execution Copy





Attachment No. 1 to Schedule 1.0 (continued)




International Toll Charges






 




			
	*	 	denotes NADP countries





	 	 	 	 	 	 	 
	 	 	 	 	Per Minute Rates
	 	 	 	 	Wireline	 	Mobile
	Country	 	Country Code	 	Terminated	 	Terminated
	Cayman Islands
	 	+1-345*	 	$[***]	 	$[***]
	Central African Republic
	 	236	 	$[***]	 	$[***]
	Chad Republic
	 	235	 	$[***]	 	$[***]
	Chile
	 	56	 	$[***]	 	$[***]
	China
	 	86	 	$[***]	 	$[***]
	Colombia
	 	57	 	$[***]	 	$[***]
	Comoros
	 	269	 	$[***]	 	$[***]
	Congo
	 	242	 	$[***]	 	$[***]
	Congo Dem Rep. (Zaire)
	 	243	 	$[***]	 	$[***]
	Cook Islands
	 	682	 	$[***]	 	$[***]
	Costa Rica
	 	506	 	$[***]	 	$[***]
	Croatia
	 	385	 	$[***]	 	$[***]
	Cuba
	 	53	 	$[***]	 	$[***]
	Cuba — Guantanamo Bay
	 	5399	 	$[***]	 	$[***]
	Cyprus
	 	357	 	$[***]	 	$[***]
	Czech Republic
	 	420	 	$[***]	 	$[***]
	Denmark
	 	45	 	$[***]	 	$[***]
	Diego Garcia
	 	246	 	$[***]	 	$[***]
	Djibouti
	 	253	 	$[***]	 	$[***]
	Dominica
	 	+1-767*	 	$[***]	 	$[***]
	Dominican Republic
	 	+1-809* and +1-829*	 	$[***]	 	$[***]
	East Timor
	 	670	 	$[***]	 	$[***]
	Ecuador
	 	593	 	$[***]	 	$[***]
	Egypt
	 	20	 	$[***]	 	$[***]
	El Salvador
	 	503	 	$[***]	 	$[***]








 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.




 Sprint/Cricket Confidential Information — RESTRICTED



3









 







			
	 	 	 
	Confidential
	 	Execution Copy





	 	 	 	 	 	 	 
	 	 	 	 	Per Minute Rates
	 	 	 	 	Wireline	 	Mobile
	Country	 	Country Code	 	Terminated	 	Terminated
	Equatorial Guinea
	 	240	 	$[***]	 	$[***]
	Eritrea
	 	291	 	$[***]	 	$[***]
	Estonia
	 	372	 	$[***]	 	$[***]
	Ethiopia
	 	251	 	$[***]	 	$[***]
	Falkland Islands
	 	500	 	$[***]	 	$[***]
	Faroe Islands
	 	298	 	$[***]	 	$[***]
	Fiji Islands
	 	679	 	$[***]	 	$[***]
	Finland
	 	358	 	$[***]	 	$[***]
	France
	 	33	 	$[***]	 	$[***]
	French Guiana
	 	594	 	$[***]	 	$[***]
	French Polynesia
	 	689	 	$[***]	 	$[***]
	Gabon
	 	241	 	$[***]	 	$[***]
	Gambia
	 	220	 	$[***]	 	$[***]
	Georgia
	 	995	 	$[***]	 	$[***]
	Germany
	 	49	 	$[***]	 	$[***]
	Ghana
	 	233	 	$[***]	 	$[***]
	Gibraltar
	 	350	 	$[***]	 	$[***]








 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.




 Sprint/Cricket Confidential Information — RESTRICTED



4









 







			
	 	 	 
	Confidential
	 	Execution Copy





Attachment No. 1 to Schedule 1.0 (continued)




International Toll Charges






 




			
	*	 	denotes NADP countries





	 	 	 	 	 	 	 
	 	 	 	 	Per Minute Rates
	 	 	 	 	Wireline	 	Mobile
	Country	 	Country Code	 	Terminated	 	Terminated
	Global Mobile Satellite System (GMSS) — Iridium-6
	 	8816	 	$[***]	 	$[***]
	Global Mobile Satellite System (GMSS) — Iridium-7
	 	8817	 	$[***]	 	$[***]
	Global Mobile Satellite System (GMSS) — Globalstar-8
	 	8818	 	$[***]	 	$[***]
	Global Mobile Satellite System (GMSS) — Globalstar-9
	 	8819	 	$[***]	 	$[***]
	Greece
	 	30	 	$[***]	 	$[***]
	Greenland
	 	299	 	$[***]	 	$[***]
	Grenada
	 	+1-473*	 	$[***]	 	$[***]
	Guadeloupe
	 	590	 	$[***]	 	$[***]
	Guatemala
	 	502	 	$[***]	 	$[***]
	Guinea
	 	224	 	$[***]	 	$[***]
	Guinea-Bissau
	 	245	 	$[***]	 	$[***]
	Guyana
	 	592	 	$[***]	 	$[***]
	Haiti
	 	509	 	$[***]	 	$[***]
	Honduras
	 	504	 	$[***]	 	$[***]
	Hong Kong
	 	852	 	$[***]	 	$[***]
	Hungary
	 	36	 	$[***]	 	$[***]
	Iceland
	 	354	 	$[***]	 	$[***]
	India
	 	91	 	$[***]	 	$[***]
	Indonesia
	 	62	 	$[***]	 	$[***]
	Inmarsat SNAC (Satellite-Based Networks)
	 	870	 	$[***]	 	$[***]
	Inmarsat — Ocean Atlantic East
	 	871	 	$[***]	 	$[***]
	Inmarsat — Ocean Atlantic West
	 	874	 	$[***]	 	$[***]
	Inmarsat — Ocean Indian
	 	873	 	$[***]	 	$[***]
	Inmarsat — Ocean Pacific
	 	872	 	$[***]	 	$[***]
	International Networks — Thuraya Rmss Network
	 	88216	 	$[***]	 	$[***]








 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.




 Sprint/Cricket Confidential Information — RESTRICTED



5









 







			
	 	 	 
	Confidential
	 	Execution Copy





	 	 	 	 	 	 	 
	 	 	 	 	Per Minute Rates
	 	 	 	 	Wireline	 	Mobile
	Country	 	Country Code	 	Terminated	 	Terminated
	International Networks — Emsat
	 	88213	 	$[***]	 	$[***]
	International Networks — MCP
	 	88232	 	$[***]	 	$[***]
	International Networks — Global Networks Antartica
	 	88234	 	$[***]	 	$[***]
	International Networks — Telenor
	 	88299	 	$[***]	 	$[***]
	Iran
	 	98	 	$[***]	 	$[***]
	Iraq
	 	964	 	$[***]	 	$[***]
	Ireland
	 	353	 	$[***]	 	$[***]
	Israel
	 	972	 	$[***]	 	$[***]
	Italy — all calls except to Satellite Elsacom
	 	39	 	$[***]	 	$[***]
	Italy — all calls to Satellite Elsacom
	 	39310	 	$[***]	 	$[***]
	Ivory Coast
	 	225	 	$[***]	 	$[***]
	Jamaica
	 	+1-876*	 	$[***]	 	$[***]
	Japan
	 	81	 	$[***]	 	$[***]
	Jordan
	 	962	 	$[***]	 	$[***]
	Kazakhstan
	 	7	 	$[***]	 	$[***]
	Kenya
	 	254	 	$[***]	 	$[***]








 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.




 Sprint/Cricket Confidential Information — RESTRICTED



6









 







			
	 	 	 
	Confidential
	 	Execution Copy





Attachment No. 1 to Schedule 1.0 (continued)




International Toll Charges






 




			
	*	 	denotes NADP countries





	 	 	 	 	 	 	 
	 	 	 	 	Per Minute Rates
	 	 	 	 	Wireline	 	Mobile
	Country	 	Country Code	 	Terminated	 	Terminated
	Kiribati
	 	686	 	$[***]	 	$[***]
	Kuwait
	 	965	 	$[***]	 	$[***]
	Kyrgyzstan
	 	996	 	$[***]	 	$[***]
	Laos
	 	856	 	$[***]	 	$[***]
	Latvia
	 	371	 	$[***]	 	$[***]
	Lebanon
	 	961	 	$[***]	 	$[***]
	Lesotho
	 	266	 	$[***]	 	$[***]
	Liberia
	 	231	 	$[***]	 	$[***]
	Libya
	 	218	 	$[***]	 	$[***]
	Liechtenstein
	 	423	 	$[***]	 	$[***]
	Lithuania
	 	370	 	$[***]	 	$[***]
	Luxembourg
	 	352	 	$[***]	 	$[***]
	Macau
	 	853	 	$[***]	 	$[***]
	Macedonia
	 	389	 	$[***]	 	$[***]
	Madagascar
	 	261	 	$[***]	 	$[***]
	Malawi
	 	265	 	$[***]	 	$[***]
	Malaysia
	 	60	 	$[***]	 	$[***]
	Maldives
	 	960	 	$[***]	 	$[***]
	Mali Republic
	 	223	 	$[***]	 	$[***]
	Malta
	 	356	 	$[***]	 	$[***]
	Marshall Islands
	 	692	 	$[***]	 	$[***]
	Martinique
	 	596	 	$[***]	 	$[***]
	Mauritania
	 	222	 	$[***]	 	$[***]
	Mauritius
	 	230	 	$[***]	 	$[***]
	Mayotte Island
	 	262	 	$[***]	 	$[***]








 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.




 Sprint/Cricket Confidential Information — RESTRICTED



7









 







			
	 	 	 
	Confidential
	 	Execution Copy





	 	 	 	 	 	 	 
	 	 	 	 	Per Minute Rates
	 	 	 	 	Wireline	 	Mobile
	Country	 	Country Code	 	Terminated	 	Terminated
	Mexico:
	 	 	 	 	 	 
	Mexico — Factor Two Cities
	 	See Factor Two List below	 	$[***]	 	$[***]
	Mexico — Guadalajara
	 	5233	 	$[***]	 	$[***]
	Mexico — Mexico City
	 	5255	 	$[***]	 	$[***]
	Mexico — Monterrey
	 	5281	 	$[***]	 	$[***]
	Mexico — all other calls
	 	52	 	$[***]	 	$[***]
	Micronesia
	 	691	 	$[***]	 	$[***]
	Moldova
	 	373	 	$[***]	 	$[***]
	Monaco
	 	377	 	$[***]	 	$[***]
	Mongolia
	 	976	 	$[***]	 	$[***]
	Montenegro
	 	382	 	$[***]	 	$[***]
	Montserrat
	 	+1-664*	 	$[***]	 	$[***]
	Morocco
	 	212	 	$[***]	 	$[***]
	Mozambique
	 	258	 	$[***]	 	$[***]
	Myanmar (Burma)
	 	95	 	$[***]	 	$[***]
	Namibia
	 	264	 	$[***]	 	$[***]








 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.




 Sprint/Cricket Confidential Information — RESTRICTED



8









 







			
	 	 	 
	Confidential
	 	Execution Copy





Attachment No. 1 to Schedule 1.0 (continued)




International Toll Charges






 




			
	*	 	denotes NADP countries





	 	 	 	 	 	 	 
	 	 	 	 	Per Minute Rates
	 	 	 	 	Wireline	 	Mobile
	Country	 	Country Code	 	Terminated	 	Terminated
	Nauru
	 	674	 	$[***]	 	$[***]
	Nepal
	 	977	 	$[***]	 	$[***]
	Netherlands
	 	31	 	$[***]	 	$[***]
	Netherlands Antilles
	 	599	 	$[***]	 	$[***]
	New Caledonia
	 	687	 	$[***]	 	$[***]
	New Zealand
	 	64	 	$[***]	 	$[***]
	Nicaragua
	 	505	 	$[***]	 	$[***]
	Niger
	 	227	 	$[***]	 	$[***]
	Nigeria
	 	234	 	$[***]	 	$[***]
	Niue Island
	 	683	 	$[***]	 	$[***]
	North Korea
	 	850	 	$[***]	 	$[***]
	Norway
	 	47	 	$[***]	 	$[***]
	Oman
	 	968	 	$[***]	 	$[***]
	Pakistan
	 	92	 	$[***]	 	$[***]
	Palau
	 	680	 	$[***]	 	$[***]
	Palestine Authority
	 	970	 	$[***]	 	$[***]
	Panama
	 	507	 	$[***]	 	$[***]
	Papua New Guinea
	 	675	 	$[***]	 	$[***]
	Paraguay
	 	595	 	$[***]	 	$[***]
	Peru
	 	51	 	$[***]	 	$[***]
	Philippines
	 	63	 	$[***]	 	$[***]
	Poland
	 	48	 	$[***]	 	$[***]
	Portugal
	 	351	 	$[***]	 	$[***]
	Qatar
	 	974	 	$[***]	 	$[***]
	Reunion Island
	 	262	 	$[***]	 	$[***]








 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.




 Sprint/Cricket Confidential Information — RESTRICTED



9









 







			
	 	 	 
	Confidential
	 	Execution Copy





	 	 	 	 	 	 	 
	 	 	 	 	Per Minute Rates
	 	 	 	 	Wireline	 	Mobile
	Country	 	Country Code	 	Terminated	 	Terminated
	Romania
	 	40	 	$[***]	 	$[***]
	Russia
	 	7	 	$[***]	 	$[***]
	Rwanda
	 	25	 	$[***]	 	$[***]
	San Marino
	 	378	 	$[***]	 	$[***]
	Sao Tome & Principe
	 	239	 	$[***]	 	$[***]
	Saudi Arabia
	 	966	 	$[***]	 	$[***]
	Senegal
	 	221	 	$[***]	 	$[***]
	Serbia
	 	381	 	$[***]	 	$[***]
	Seychelles
	 	248	 	$[***]	 	$[***]
	Sierra Leone
	 	232	 	$[***]	 	$[***]
	Singapore
	 	65	 	$[***]	 	$[***]
	Slovakia
	 	421	 	$[***]	 	$[***]
	Slovenia
	 	386	 	$[***]	 	$[***]
	Solomon Islands
	 	677	 	$[***]	 	$[***]
	Somalia
	 	252	 	$[***]	 	$[***]
	South Africa
	 	27	 	$[***]	 	$[***]
	South Korea (Republic of)
	 	82	 	$[***]	 	$[***]








 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.




 Sprint/Cricket Confidential Information — RESTRICTED



10









 







			
	 	 	 
	Confidential
	 	Execution Copy





Attachment No. 1 to Schedule 1.0 (continued)




International Toll Charges






 




			
	*	 	denotes NADP countries





	 	 	 	 	 	 	 
	 	 	 	 	Per Minute Rates
	 	 	 	 	Wireline	 	Mobile
	Country	 	Country Code	 	Terminated	 	Terminated
	Spain
	 	34	 	$[***]	 	$[***]
	Sri Lanka
	 	94	 	$[***]	 	$[***]
	St Helena
	 	290	 	$[***]	 	$[***]
	St Kitts & Nevis
	 	+1-869*	 	$[***]	 	$[***]
	St Lucia
	 	+1-758*	 	$[***]	 	$[***]
	St Pierre & Miquelon
	 	508	 	$[***]	 	$[***]
	St Vincent and The Grenadines
	 	+1-784*	 	$[***]	 	$[***]
	Sudan
	 	249	 	$[***]	 	$[***]
	Suriname
	 	597	 	$[***]	 	$[***]
	Swaziland
	 	268	 	$[***]	 	$[***]
	Sweden
	 	46	 	$[***]	 	$[***]
	Switzerland
	 	41	 	$[***]	 	$[***]
	Syria
	 	963	 	$[***]	 	$[***]
	Taiwan
	 	886	 	$[***]	 	$[***]
	Tajikistan
	 	992	 	$[***]	 	$[***]
	Tanzania
	 	255	 	$[***]	 	$[***]
	Thailand
	 	66	 	$[***]	 	$[***]
	Togo
	 	228	 	$[***]	 	$[***]
	Tokelau
	 	69	 	$[***]	 	$[***]
	Tonga Islands
	 	676	 	$[***]	 	$[***]
	Trinidad & Tobago
	 	+1-868*	 	$[***]	 	$[***]
	Tunisia
	 	216	 	$[***]	 	$[***]
	Turkey
	 	90	 	$[***]	 	$[***]
	Turkmenistan
	 	993	 	$[***]	 	$[***]
	Turks & Caicos Islands
	 	+1-649*	 	$[***]	 	$[***]








 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.




 Sprint/Cricket Confidential Information — RESTRICTED



11









 







			
	 	 	 
	Confidential
	 	Execution Copy





	 	 	 	 	 	 	 
	 	 	 	 	Per Minute Rates
	 	 	 	 	Wireline	 	Mobile
	Country	 	Country Code	 	Terminated	 	Terminated
	Tuvalu
	 	688	 	$[***]	 	$[***]
	Uganda
	 	256	 	$[***]	 	$[***]
	Ukraine
	 	380	 	$[***]	 	$[***]
	United Arab Emirates
	 	971	 	$[***]	 	$[***]
	United Kingdom
	 	44	 	$[***]	 	$[***]
	United Kingdom — NTS845
	 	440	 	$[***]	 	$[***]
	United Kingdom — NTS870
	 	440	 	$[***]	 	$[***]
	United Kingdom — NTS871
	 	440	 	$[***]	 	$[***]
	Uruguay
	 	598	 	$[***]	 	$[***]
	Uzbekistan
	 	998	 	$[***]	 	$[***]
	Vanuatu
	 	678	 	$[***]	 	$[***]
	Vatican City
	 	39	 	$[***]	 	$[***]
	Venezuela
	 	58	 	$[***]	 	$[***]
	Vietnam
	 	84	 	$[***]	 	$[***]
	Wallis & Futuna Islands
	 	681	 	$[***]	 	$[***]
	Western Samoa
	 	685	 	$[***]	 	$[***]
	Yemen, Republic of
	 	967	 	$[***]	 	$[***]
	Zambia
	 	260	 	$[***]	 	$[***]
	Zimbabwe
	 	263	 	$[***]	 	$[***]








 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.



Sprint/Cricket Confidential Information — RESTRICTED




12









 







			
	 	 	 
	Confidential
	 	Execution Copy





Attachment No. 1 to Schedule 1.0 (continued)




Mexico — Factor Two Cities




	 	 	 	 	 
	City	 	City Code	 	Digit String
	Acaponeta
	 	325	 	52-325
	Acapulco
	 	744	 	52-744
	Actopan
	 	772	 	52-772
	Agua Prieta
	 	633	 	52-633
	Aguascalientes
	 	449	 	52-449
	Allende
	 	826	 	52-826
	Apatzingan
	 	453	 	52-453
	Apizaco
	 	241	 	52-241
	Arcelia
	 	732	 	52-732
	Atlacomulco
	 	712	 	52-712
	Atliaca/Tixtla
	 	754	 	52-754
	Atlixco
	 	244	 	52-244
	Autlan
	 	317	 	52-317
	Bahia De Huatulco
	 	958	 	52-958
	Cabo San Lucas
	 	624	 	52-624
	Caborca
	 	637	 	52-637
	Cadereyta Jimenez
	 	828	 	52-828
	Campeche
	 	981	 	52-981
	Cananea
	 	645	 	52-645
	Cancun
	 	998	 	52-998
	Celaya
	 	461	 	52-461
	Cerralvo
	 	892	 	52-892
	Chetumal
	 	983	 	52-983
	Chihuahua
	 	614	 	52-614
	Chilapa
	 	756	 	52-756
	Chilpancingo
	 	747	 	52-747
	Cintalapa De Figueroa
	 	968	 	52-968
	Ciudad Acuna
	 	877	 	52-877
	Ciudad Altamirano
	 	767	 	52-767
	Ciudad Camargo B
	 	891	 	52-891





 Sprint/Cricket Confidential Information — RESTRICTED



13









 







			
	 	 	 
	Confidential
	 	Execution Copy






	 	 	 	 	 
	City	 	City Code	 	Digit String
	Ciudad Constitucion
	 	613	 	52-613
	Ciudad Cuauhtemoc
	 	625	 	52-625
	Ciudad Del Carmen
	 	938	 	52-938
	Ciudad Delicias
	 	639	 	52-639
	Ciudad Guzman
	 	341	 	52-341
	Ciudad Hidalgo
	 	962	 	52-962
	Ciudad Juarez
	 	656	 	52-656
	Ciudad Lazaro Cardenas
	 	753	 	52-753
	Ciudad Mante
	 	831	 	52-831
	Ciudad Obregon
	 	644	 	52-644
	Ciudad Sahagun
	 	791	 	52-791
	Ciudad Valles
	 	481	 	52-481
	Ciudad Victoria
	 	834	 	52-834
	Coatzacoalcos
	 	921	 	52-921





 Sprint/Cricket Confidential Information — RESTRICTED



14









 







			
	 	 	 
	Confidential
	 	Execution Copy





Attachment No. 1 to Schedule 1.0 (continued)




Mexico — Factor Two Cities




	 	 	 	 	 
	City	 	City Code	 	Digit String
	Colima
	 	312	 	52-312
	Cordoba
	 	271	 	52-271
	Cosamaloapan
	 	288	 	52-288
	Cozumel
	 	987	 	52-987
	Cuautla
	 	735	 	52-735
	Cuernavaca
	 	777	 	52-777
	Culiacan
	 	667	 	52-667
	Durango
	 	618	 	52-618
	Encarnacion De Diaz
	 	475	 	52-475
	Ensenada
	 	646	 	52-646
	Estación Manuel
	 	836	 	52-836
	Fresnillo
	 	493	 	52-493
	General Tapia/China
	 	823	 	52-823
	Guamuchil
	 	673	 	52-673
	Guanajuato
	 	473	 	52-473
	Guasave
	 	687	 	52-687
	Guaymas
	 	622	 	52-622
	Guerrero Negro/Santa Rosa
	 	615	 	52-615
	Hermosillo
	 	662	 	52-662
	Heroica Ciudad De Ures
	 	623	 	52-623
	Hidalgo
	 	829	 	52-829
	Huatabampo
	 	647	 	52-647
	Huetamo
	 	435	 	52-435
	Huimanguillo
	 	917	 	52-917
	Huitzuco
	 	727	 	52-727
	Iguala
	 	733	 	52-733
	Irapuato
	 	462	 	52-462
	Ixtapan De La Sal
	 	721	 	52-721
	Ixtlan Del Rio
	 	324	 	52-324
	Izucar De Matamoros
	 	243	 	52-243





 Sprint/Cricket Confidential Information — RESTRICTED



15









 







			
	 	 	 
	Confidential
	 	Execution Copy





	 	 	 	 	 
	City	 	City Code	 	Digit String
	Jalapa
	 	228	 	52-228
	Jalpa
	 	463	 	52-463
	Jerez De Garcia Salinas
	 	494	 	52-494
	Jojutla
	 	734	 	52-734
	Juchitan
	 	971	 	52-971
	La Barca
	 	393	 	52-393
	La Paz
	 	612	 	52-612
	La Piedad
	 	352	 	52-352
	Lagos De Moreno
	 	474	 	52-474
	Leon
	 	477	 	52-477
	Lerdo De Tejada
	 	284	 	52-284
	Lerma
	 	728	 	52-728
	Linares
	 	821	 	52-821





 Sprint/Cricket Confidential Information — RESTRICTED



16









 







			
	 	 	 
	Confidential
	 	Execution Copy





Attachment No. 1 to Schedule 1.0 (continued)




Mexico — Factor Two Cities




	 	 	 	 	 
	City	 	City Code	 	Digit String
	Los Mochis
	 	668	 	52-668
	Los Reyes
	 	354	 	52-354
	Magdalena
	 	632	 	52-632
	Manuel
	 	836	 	52-836
	Manuel Ojinaga
	 	626	 	52-626
	Manzanillo
	 	314	 	52-314
	Martinez De La Torre
	 	232	 	52-232
	Matamoros
	 	868	 	52-868
	Matehuala
	 	488	 	52-488
	Mazatlan
	 	222	 	52-222
	Merida
	 	999	 	52-999
	Mexicali
	 	686	 	52-686
	Minatitlan
	 	922	 	52-922
	Monclova
	 	866	 	52-866
	Morelia
	 	443	 	52-443
	Moroleon
	 	445	 	52-445
	Nacozari De Garcia
	 	634	 	52-634
	Navojoa
	 	642	 	52-642
	Nogales
	 	631	 	52-631
	Nuevo Casas Grandes
	 	636	 	52-636
	Nuevo Laredo
	 	867	 	52-867
	Oaxaca De Juarez
	 	951	 	52-951
	Ocotlan
	 	392	 	52-392
	Ometepec
	 	741	 	52-741
	Orizaba
	 	272	 	52-272
	Pachuca
	 	771	 	52-771
	Palenque
	 	916	 	52-916
	Parral
	 	627	 	52-627
	Parras De La Fuente
	 	842	 	52-842
	Patzcuaro
	 	434	 	52-434





 Sprint/Cricket Confidential Information — RESTRICTED



17









 







			
	 	 	 
	Confidential
	 	Execution Copy





	 	 	 	 	 
	City	 	City Code	 	Digit String
	Penjamo
	 	469	 	52-469
	Petatlan
	 	758	 	52-758
	Piedras Negras
	 	878	 	52-878
	Playas De Rosarito
	 	661	 	52-661
	Poza Rica De Hgo
	 	782	 	52-782
	Puebla
	 	222	 	52-222
	Puerto Peñasco
	 	638	 	52-638
	Puerto Vallarta
	 	322	 	52-322
	Puruandiro
	 	438	 	52-438
	Queretaro
	 	442	 	52-442
	Quimichis /Tecuala
	 	389	 	52-389
	Reynosa
	 	899	 	52-899
	Rio Grande
	 	498	 	52-498
	Rio Verde
	 	487	 	52-487





 Sprint/Cricket Confidential Information — RESTRICTED



18









 







			
	 	 	 
	Confidential
	 	Execution Copy





Attachment No. 1 to Schedule 1.0 (continued)




Mexico — Factor Two Cities




	 	 	 	 	 
	City	 	City Code	 	Digit String
	Sabinas
	 	861	 	52-861
	Sahuayo
	 	353	 	52-353
	Salamanca
	 	464	 	52-464
	Saltillo
	 	844	 	52-844
	Salvatierra
	 	466	 	52-466
	San Andres Tuxtla
	 	294	 	52-294
	San Cristobal De Las Casas
	 	967	 	52-967
	San Fernando
	 	841	 	52-841
	San Jose De Gracia
	 	381	 	52-381
	San Juan Del Rio
	 	427	 	52-427
	San Luis De La Paz
	 	468	 	52-468
	San Luis Potosi
	 	444	 	52-444
	San Luis Rio Colorado
	 	653	 	52-653
	San Martin Pachivia /Teloloapa
	 	736	 	52-736
	San Miguel De Allende
	 	415	 	52-415
	San Quintin
	 	616	 	52-616
	Santa Ana
	 	641	 	52-641
	Santa Rosalia De Camargo
	 	648	 	52-648
	Santiago Ixcuintla
	 	323	 	52-323
	Santiago Papasquiaro
	 	674	 	52-674
	Santiago Tianguistenco
	 	713	 	52-713
	Silao
	 	472	 	52-472
	Tala
	 	384	 	52-384
	Tampico
	 	833	 	52-833
	Tapachula
	 	962	 	52-962
	Taxco
	 	762	 	52-762
	Tecate
	 	665	 	52-665
	Tecoman
	 	313	 	52-313
	Tecpan De Galeana
	 	742	 	52-742
	Tehuacan
	 	238	 	52-238





 Sprint/Cricket Confidential Information — RESTRICTED



19









 







			
	 	 	 
	Confidential
	 	Execution Copy





	 	 	 	 	 
	City	 	City Code	 	Digit String
	Tenancingo
	 	714	 	52-714
	Tenango Del Aire/Tlalmanalco
	 	597	 	52-597
	Tepatitlan
	 	378	 	52-378
	Tepic
	 	311	 	52-311
	Tequila
	 	374	 	52-374
	Texcoco
	 	595	 	52-595
	Teziutlan
	 	231	 	52-231
	Ticul
	 	997	 	52-997
	Tijuana
	 	664	 	52-664
	Tizayuca
	 	779	 	52-779
	Tizimin
	 	986	 	52-986
	Tlapa De Comonfort/Alcozauca De Gro.
	 	757	 	52-757
	Tlaxcala
	 	246	 	52-246
	Toluca
	 	722	 	52-722





 Sprint/Cricket Confidential Information — RESTRICTED



20









 







			
	 	 	 
	Confidential
	 	Execution Copy





Attachment No. 1 to Schedule 1.0 (continued)




Mexico — Factor Two Cities




	 	 	 	 	 
	City	 	City Code	 	Digit String
	Torreon
	 	871	 	52-871
	Tula
	 	773	 	52-773
	Tulancingo
	 	775	 	52-775
	Tuxpan
	 	783	 	52-783
	Tuxtepec
	 	287	 	52-287
	Tuxtla Gutierrez
	 	961	 	52-961
	Uruapan
	 	452	 	52-452
	Valle De Bravo
	 	726	 	52-726
	Veracruz
	 	229	 	52-229
	Villa Flores
	 	965	 	52-965
	Villahermosa
	 	993	 	52-993
	Yurecuaro
	 	356	 	52-356
	Zacapu
	 	436	 	52-436
	Zacatecas
	 	492	 	52-492
	Zamora
	 	351	 	52-351
	Zihuatanejo
	 	755	 	52-755
	Zinapecuaro
	 	451	 	52-451
	Zitacuaro
	 	715	 	52-715
	Zumpango
	 	591	 	52-591





 Sprint/Cricket Confidential Information — RESTRICTED



21









 







			
	 	 	 
	Confidential
	 	Execution Copy





Attachment No. 2 — Billing Rounding and Pro-Ration Policies



There are two types of rounding that take place in Sprint’s billing system:





	•	 	Event Duration: The rounding of events (e.g., calls; data usage)






	•	 	Event Rating: The rounding of charges that result in fractional cents to the nearest whole
cent




Sprint currently rounds each event (call/data usage) up to the next whole second/minute/kilobyte,
as applicable. At the end of the bill cycle, each event is rated by multiplying the individual
rounded events by the applicable rate(s) at 4 decimal places for voice/SMS/2G data and at 8 decimal
places for 3G data, subtotaled at the end user level with the subtotal rounded to four decimal
places (whole cent). The billing system then adds all end user subtotaled amounts together per
invoice category and rounds the totals to two decimal places for invoice presentation.



The specific rounding policies for voice PCS, 2G data service and 3G data transport service are
described in more detail below.



Without limiting the generality of Section 3 of Schedule 1.0, the rounding policies described below
are subject to change by Sprint.




1









 







			
	 	 	 
	Confidential
	 	Execution Copy





	 	 	 
	Service	 	Policy
	Voice PCS and 2G Data

	 	Sprint will round voice PCS and 2G data service
usage on a per-call basis up to the next whole
minute or second dependent upon established period
rules. At the end of the bill cycle, each rounded
call is multiplied by the applicable rate(s) at 4
decimal places and subtotaled by end user, with the
subtotal for each end user rounded at the
4th decimal place ($.XXX4 and below is
rounded down and $.XXX5 and above is rounded up).
Finally, each end user’s rounded subtotal is then
added together based on invoice line item and
rounded to 2 decimal places for invoice
presentation.






	 	 	 
	Service	 	Policy
	Sprint 3G Data Transport

	 	Sprint 3G data transport service usage is rounded
up to the next whole kilobyte.
	 
	 	 
	 

	 	Rounding up occurs, and a new usage record (IPDR)
is created upon the earliest to occur of:
	 
	 	 
	 

	 	•    Sprint 3G data transport service usage exceeds 10,000 kilobytes

	 
	 	 
	 

	 	•    The beginning of each clock hour

	 
	 	 
	 

	 	•    The end of a 3G data session.

	 
	 	 
	 

	 	An individual 3G data session, depending on the
length and number of kilobytes used may generate
multiple IPDRs. Sprint will round Sprint 3G data
transport service usage on a per IPDR basis up to
the next kilobyte. At the end of the bill cycle,
each rounded IPDR multiplied by the applicable
rate(s) at 8 decimal places and subtotaled by end
user, with the subtotal for each end user rounded
at the 4th decimal place ($.XXX4 and
below is rounded down and $.XXX5 and above is
rounded up). Finally, each end user’s rounded
subtotal is then added together based on invoice
line item and rounded to 2 decimal places for
invoice presentation.





 Sprint/Cricket Confidential Information — RESTRICTED



2









 







			
	 	 	 
	Confidential
	 	Execution Copy




Sprint bills monthly recurring charges (MRC) in advance on its invoices. Sprint will pro-rate the
MRC based upon a set 30 day period (not calendar month) when an end user (1) activates in the
middle of a bill cycle, or (2) if an end user’s price plan changes in the middle of a bill cycle,
or (3) if an end user deactivates or cancels service in the middle of a bill cycle.



Pro-rated MRC is based upon the number of days remaining in the bill cycle and include a charge or
credit amount on the invoice, if applicable, as well as the regular MRC for the next month, where
applicable. MRC credits are applied a month in arrears.



The following is an example of how Sprint applies a pro-rated charge to an MRC.




	 	 	 
	Step	 	Action
	1

	 	The MVNO is on bill cycle 29, which covers the timeframe from the
29th of the month to the 28th of the following month, or for this
example, June Cycle 29 covers all activity from 5/29 to 6/28.
	 
	 	 
	2

	 	A new end user activates on 6/22 under a price plan with a $10 MRC.
	 
	 	 
	3

	 	On the MVNO’s 6/29 invoice, they will be charged the following : $2.33
pro-rated MRC for 6/22 to 6/28 plus $10 advance MRC for 6/29 to
7/28 for a total charge of $12.33. Pro-rated MRC will be calculated
as follows: ($10 divided by 30 days = $.3333 daily MRC rate,
multiplied by 7 days).
	 
	 	 
	4

	 	The MVNO will be billed an advanced MRC of $10 on each subsequent
bill cycle as long as the end user remains on the $10 plan.





The following is an example of how Sprint applies a pro-rated credit and charge to an MRC.




	 	 	 
	Step	 	Action
	1

	 	The MVNO is in bill cycle 29, which covers the period beginning on
the 29th of each month to the 28th of the following month, or for
this example, July Cycle 29 covers all activity from 6/29 to 7/28.
	 
	 	 
	2

	 	An end user has a plan swap from a $10 plan to a $20 plan. $10 plan
expires on 7/5 and the $20 plan has an Effective Date of 7/6.
	 
	 	 
	3

	 	On the MVNO’s 7/29 invoice, they will receive a MRC Credit of $7.67
for the advance MRC charge that was billed on their 6/29 invoice for
the $10 plan. MRC Credit will calculate as follows: ($10 divided by
30 days = $.3333 daily MRC rate, multiplied by 23 days) for the
period 7/6 to 7/28.





 Sprint/Cricket Confidential Information — RESTRICTED



3









 







			
	 	 	 
	Confidential
	 	Execution Copy






	 	 	 
	Step	 	Action
	4

	 	In addition, the MVNO will be charged a pro-rated MRC of $15.33 for
being on the new price plan from 7/6 to 7/28 plus a $20 advance MRC
for the period 7/29 to 8/28. The pro-rated MRC charge will calculate
as follows: ($20 divided by 30 days = $.6666 daily MRC rate,
multiplied by 23 days). The total MRC Charge that will appear on the
MVNO’s 7/29 invoice will be $27.66, which breaks out as follows:
	 

	 	$15.33 (pro-rated MRC new $20 plan) plus $20 (advance MRC new $20
plan) minus $7.67 (advance MRC credit from old $10 plan).
	 
	 	 
	5

	 	The MVNO will be billed an advanced MRC of $20 on each subsequent bill
cycle as long as the end user remains on the $20 plan.





The following is an example of an End User who is on the Suspend Plan during a given month
and reactivates on the same $20 Pricing Bundle in the same month.




	 	 	 
	Step	 	Action
	1.

	 	The MVNO is in bill cycle 29, which covers the period beginning on
the 29th of each month to the 28th of each following month, or for
this example, July Cycle 29 covers all activity from 6/29 to 7/28.
	 
	 	 
	2.

	 	An end user who was active on 6/29 on a $20 Pricing Bundle swaps to
the Suspend Plan on 7/15 and then swaps back to the same $20 Pricing
Bundle on 7/20.
	 
	 	 
	3.

	 	On the MVNO’s 7/29 invoice, they will receive a MRC Credit of $8.67
for the advance MRC charge that was billed on their 6/29 invoice for
the $20 Pricing Bundle Plan. The MRC Credit will calculate as
follows: ($20 divided by 30 days = $.6666 daily MRC rate, multiplied
by 13 days) for the period 7/16 to 7/28. Then when the end user is
swapped back to the $20 Pricing Bundle Plan a pro-rated MRC of $5.33
will be charged. The pro-rated MRC charge will calculate as follows:
	 

	 	($20 divided by 30 days = $.6666 daily MRC rate, multiplied by 8
days) for the period 7/21 to 7/28. In addition on the 7/29 invoice
the end user will be charged a $20 Advance MRC for period of 7/29 —
8/28
	 
	 	 
	4.

	 	The MVNO will be billed an advanced MRC of $20 on each subsequent
bill cycle as long as the end user remains on the $20 plan.





 Sprint/Cricket Confidential Information — RESTRICTED



4









 







			
	 	 	 
	Confidential
	 	Execution Copy





Attachment No. 3 — Benchmark [***] Plans




[***]


[Six Pages Of Pricing Information Redacted Pursuant To A Confidential Treatment Request]






 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.















 







			
	 	 	 
	Confidential
	 	Execution Copy





Attachment No. 4: Example of Calculation of Overage Charges




Table 1-A: Example of Calculation of Level of Usage of Each

Category of Service for each Pricing Bundle (defined as “B1”, [***]

in Section 2.1.1(a))



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Total	 
	 	 	Bundle 1	 	 	[***]	 	 	Allowance	 
	EOP Active End Users
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	MOU Allowance
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	SMS Allowance
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	Data Allowance
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 






Table 1-B: Example of Calculation of Total Usage of Each Category of Service (defined

as “A” in Section 2.1.1(a))




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Bundle 1	 	 	[***]	 	 	Total Actual Usage	 
	MOU’s
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	SMS
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 
	Data
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 






Table 1-C: Example of Calculation of MOU, SMS or MB Overage




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Total Allowance	 	 	Total Actual Usage	 	 	Difference (Only if	 	 	Overage	 	 	 	 
	 	 	from Table 1-A	 	 	from Table 1-B	 	 	Actual > Allowance)	 	 	Rate	 	 	Overage $	 
	MOU’s
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	$	[***]	 	 	$	[***]	 
	SMS
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	$	[***]	 	 	$	[***]	 
	Data
	 	 	[***]	 	 	 	[***]	 	 	 	[***]	 	 	$	[***]	 	 	$	[***]	 








 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.




Sprint/Cricket Confidential Information — RESTRICTED




6











 





			
	Confidential
	 	Execution Copy






Schedule 2.0




Sprint Markets


Sprint represents and warrants the markets listed on this Schedule 2.0 constitute all of the
markets in which Sprint provides 3G PCS services that are provided to Purchaser under this
Agreement, including Sprint voice service, Sprint Data Transport Service, and Short Messaging
Service.




Alabama East / Georgia West



Opelika, AL

Albany, GA

Columbus, GA

La Grange, GA

Tifton, GA




Alabama South



Daleville, AL

Dothan, AL

Langdale, AL




Albany, NY




Amarillo/Abilene, TX




Arkansas Northwest



Bentonville, AR

Clarksville, AR

Fayetteville, AR

Forth Smith, AR

Greenwood, AR

Russellville, AR

Siloam Springs, AR




*Atlanta, GA




Augusta, GA




Baton Rouge, LA




Beaumont, TX




Biloxi, MS




Birmingham, AL




*Boston, MA




Bowling Green, KY




*Buffalo, NY




Camden, SC




Charleston, WV




*Charlotte, NC




Purchaser/Sprint Confidential Information — RESTRICTED




 









 







			
	Confidential
	 	Execution Copy





Schedule 2.0 (continued)




Sprint Markets




*Chicago, IL




*Cincinnati, OH




Clarksburg, WV




*Cleveland, OH




Columbia / Jefferson City, MO




*Columbus, OH




*Dallas, TX




*Denver, CO




Des Moines, IA




*Detroit, MI




El Paso, TX / Albuquerque, NM




Evansville, IN




Flagstaff, AZ




*Fresno, CA




Georgetown, SC




Georgia Central



Butler, GA

Cordele, GA

Dublin, GA

Gray, GA

Hawkinsville, GA

Macon, GA

Milledgeville, GA

Perry, GA




Georgia North



Blue Ridge, GA

Calhoun, GA

Cedartown, GA

Chatsworth, GA

Dalton, GA

Ellijay, GA

Jasper, GA

Rome, GA




Purchaser/Sprint Confidential Information — RESTRICTED




 









 







			
	Confidential
	 	Execution Copy





Schedule 2.0 (continued)




Sprint Markets




Georgia South



Adel, GA

Brunswick, GA

Douglas, GA

Homerville, GA

Valdosta, GA

Waycross, GA




*Green Bay, WI




Goldsboro, NC




Hartford, CT




Hendersonville, NC




*Honolulu, HI




Hot Springs, AR




*Houston, TX




Huntsville, AL




*Indianapolis, IN




Jackson, MS




Jackson Hole, WY




*Jacksonville, FL




Kansas Central



Marion, IL

Quincy, IL

Emporia, KS

Junction City, KS

Manhattan, KS

McPherson, KS

Salina, KS

Cape Girardeau, MO

Hannibal, MO

Kirksville, MO

Poplar Bluff, MO

Sikeston, MO




*Kansas City




Purchaser/Sprint Confidential Information — RESTRICTED




 









 







			
	Confidential
	 	Execution Copy





Schedule 2.0 (continued)




Sprint Markets




Knoxville, TN




Laredo, TX




*Las Vegas, NV




*Little Rock, AR




Logan, UT




*Los Angeles, CA




Louisville, KY




Lynchburg, VA




Manchester, NH




Medford, OR




*Memphis, TN




*Miami, FL




*Milwaukee, WI




*Minneapolis / St. Paul, MN




Minnesota Central



Alexandria, MN

Bemidji, MN

Brainerd, MN

Detroit Lakes, MN

Duluth, MN

E Grand Forks, MN

Fergus Falls, MN

Grand Rapids, MN

Hibbing, MN

Hinckley, MN

Hutchinson, MN

Little Falls, MN

Marshalltown, MN

Moorhead, MN

St. Cloud, MN

Virginia, MN

Wadena, MN




Purchaser/Sprint Confidential Information — RESTRICTED




 









 







			
	Confidential
	 	Execution Copy





Schedule 2.0 (continued)




Sprint Markets




Minnesota Central (continued)



Wahpeton, MN

Wilmar, MN

Zimmerman, MN

Fargo, ND

Grand Forks, ND

Jamestown, ND




Minnesota South



Albert Lea, MN

Austin, MN

Fairbault, MN

Fairmont, MN

Mankato, MN

Marshalltown, MN

New Ulm, MN

Owatonna, MN

Red Wing, MN

Rochester, MN

Waseca, MN

Worthington, MN




Missouri South



Carbondale, IL

Pittsburg, KS

Aurora, MO

Branson, MO

Carbondale, MO

Fort Leonard Wood, MO

Joplin, MO

Lebanon, MO

Monett, MO

Rolla, MO

Springfield, MO

West Plains, MO




Montgomery, AL




Myrtle Beach, SC




*Nashville, TN




Purchaser/Sprint Confidential Information — RESTRICTED




 









 







			
	Confidential
	 	Execution Copy





Schedule 2.0 (continued)




Sprint Markets




*New Orleans, LA




*New York, NY




*Oklahoma City, OK




*Omaha, NE




Oregon North / Washington South



Bend, OR

Hermiston, OR

Hood River, OR

Madras, OR

Milton-Freewater, OR

Pendleton, OR

The Dalles, OR

Cle Elum, WA

Ellensburg, WA

Ephrata, WA

Kennewick, WA

Moses Lake, WA

Pasco, WA

Prosser, WA

Sunnyside, WA

Walla Walla, WA

Wenatchee, WA

White Salmon, WA

Yakima, WA




*Orlando, FL




Pensacola, FL




*Philadelphia, PA




*Phoenix, AZ




*Pittsburgh, PA




*Portland, OR




Pueblo, CO




Poughkeepsie, NY




Purchaser/Sprint Confidential Information — RESTRICTED




 









 







			
	Confidential
	 	Execution Copy





Schedule 2.0 (continued)




Sprint Markets




Puerto Rico, PR




*Reno, NV




Richmond, VA




Roanoke, VA




*Salt Lake City, UT




*San Antonio, TX




*San Diego, CA




*San Francisco, CA




*Savannah, GA




*Seattle, WA




Shreveport, LA




Spartanburg, SC




*Spokane, WA




*St. Louis, MO




*Syracuse, NY




Tallahassee, FL




*Tampa, FL




Terra Haute, IN




Texarkana, TX




Virgin Islands, VI




*Wichita, KS




Wichita Falls, TX / Stillwater, OK




*Washington DC




Purchaser/Sprint Confidential Information — RESTRICTED




 









 







			
	Confidential
	 	Execution Copy





Schedule 2.0 (continued)




Sprint Markets




Former iPCS (formerly Horizon) Market



Cambridge, OH



Erie, PA



Ft. Wayne, IN



Jamestown, NY



Kingsport, TN



Lima, OH



Logan, WV



South Bend, IN



Williamsport, PA




Former iPCS Market



Cedar Rapids, IA



Grand Island, IA



Grand Rapids, MI



Illinois North (Bloomington, Champaign, Charleston, Danville,
Decatur, Effingham, Galesburg, Kankakee, La Salle, Lincoln,
Litchfield, Macomb, Mattoon, Mendota, Pekin and Peoria)



Illinois South (Jacksonville, Mount Vernon, Springfield,
Taylorville and Vandalia)



Quad Cities (Iowa: Burlington, Clinton, Davenport, Dubuque, Fort
Madison, Keokuk, Muscatine and Waterloo / Illinois: Geneseo,
Kewanee, Rock Island and Sterling)




Purchaser/Sprint Confidential Information — RESTRICTED




 









 







			
	Confidential
	 	Execution Copy





Sprint Service Provide Affiliate Markets




Shentel Market



Hagerstown, MD

York / Harrisburg, PA




Swiftel Market



Sioux City, IA


Sioux Falls, SD




Purchaser/Sprint Confidential Information — RESTRICTED




 









 







			
	Confidential
	 	Execution Copy





Schedule 3.0

Intentionally omitted




Purchaser/Sprint Confidential Information — RESTRICTED




 









 







			
	Confidential
	 	Execution Copy





Schedule 4.0

[***]



[Ten Pages Of Commercially Sensitive Information Redacted Pursuant To A Confidential Treatment
Request]






 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been
requested with respect to the omitted portions.





Purchaser/Sprint Confidential Information — RESTRICTED





 









 







			
	Confidential
	 	Execution Copy








Schedule 5.0




Technical Services and Integration Statement of Work


This Technical Services and Integration Statement of Work (“Integration SOW”) is agreed
between Sprint and Purchaser for the purpose of specifying the integration, implementation
methodologies, testing and acceptance, responsibilities, and other relevant terms relating to the
interconnection and integration (the “Integration”) of Purchaser’s systems and platforms (“Network
Elements”) and any modifications or additions thereto, as determined mutually by the Parties as
necessary for Purchaser to receive and provide the PCS Services during the Term.



Capitalized terms that are not contained in the definitions set out below or otherwise defined in
this Integration SOW shall have the meaning determined first by reference (i) to the Agreement, if
used in the Agreement, (ii) then to a Schedule to the Agreement, if used in a Schedule and not in
the Agreement, and finally, (iii) to the generally understood meaning in the wireless
telecommunications industry, if not used in the Agreement, a Schedule thereto, or this Integration
SOW.





	1.	 	Integration Management






	 	1.1.	 	Generally




The Parties shall each be responsible for performing certain tasks relating to Integration, as such
tasks are identified as their respective responsibilities in the Agreement (including this
Integration SOW and the Project Plan (as defined below)).





	 	1.2.	 	Project Plan




Within 30 days of the Effective Date, Sprint will develop and deliver to Purchaser for Purchaser’s
review and comment, a written project plan, which shall provide a high level overview of the scope
of work described herein and the tasks and responsibilities of each Party to complete the
Integration (the “Proposed Project Plan”). Each Party will thereafter work diligently on the
Proposed Project Plan to finalize and agree upon a detailed Project Plan within 90 days after the
Effective Date (the “Agreed Project Plan”). The Agreed Project Plan will, at a minimum, set forth
(i) the tasks and responsibilities of each Party to complete the Integration, clearly allocating
primary responsibility for each such task and responsibility to one Party; (ii) a description of
the means and frequency by which the Parties will communicate during Integration; (iii) a schedule
setting forth the deadlines relating to Integration; and (iv) the testing and acceptance procedures
pursuant to which Integration shall be completed. Sprint and Purchaser will each provide
sufficient resources to complete the Integration in accordance with the Agreed Project Plan. The
Parties may not amend or alter the Project Plan except in writing (including electronic mail).



During the development of the Proposed Project Plan and the Agreed Project Plan, Purchaser shall
provide such information and guidance and make such decisions as are reasonably requested by
Sprint.








1









 







			
	Confidential
	 	Execution Copy









	2.	 	Integration Support






	 	2.1.	 	Prior to the In Service Date




From and after the Effective Date and for a period expiring on the In Service Date (the “Pre-Launch
Support Period”), each Party will assign the resources necessary and sufficient to oversee and
manage their respective responsibilities to complete the Integration, as such responsibilities
shall be set forth in the Project Plan, and each Party will assign one employee as the principal
point of contact with whom the other Party may correspond in any matters relating to Integration
(each a “Technical Manager”). As of the Effective Date, Denise Beatty is the Sprint Technical
Manager and Dan Graf is the Purchaser Technical Manager. Either Party may change the individual
serving as such Party’s Technical Manager upon prior written notice to the other Party.



Each Party’s Technical Manager will:





	 	a)	 	Be responsible for such Party’s day-to-day management and responsibilities to
complete the Integration;
	 
	 	b)	 	Monitor all aspects of the Integration by reference to the Project Plan; and
	 
	 	c)	 	Facilitate such Party’s functional team meetings with the other Party, as
either Party may request from time to time, or as otherwise set forth in the Project
Plan.
	 
	 	2.2.	 	After the In Service Date




From and after the expiration of the Pre-Launch Support Period and ending on the last day of any
applicable phase-out period, Sprint will provide post-launch support, on a 24x7 basis, to Purchaser
with respect to incidents affecting and questions regarding Sprint Network interfaces to the
Network Elements, in a manner consistent with the support provisions and processes set forth in the
Private Label Operations Manual. During such support, the Parties shall (a) cooperate as necessary
to construct a complete file of all non-privileged information relating to the unresolved issue,
and (b) work in good faith to resolve the issue, and meet as required in consideration of the
nature of the unresolved issue, either in person, by video conference, phone, or email, as
appropriate.





	3.	 	Integration Testing






	 	3.1.	 	Prior to the In Service Date






	 	3.1.1.	 	Integration Testing




As part of the Agreed Project Plan, Sprint and Purchaser will jointly develop an integration test
plan that details the integration tests that will be executed to verify that the Network Elements
are integrated with the Sprint Network and function in accordance with the requirements and designs
agreed upon by the Parties, including the specifications set forth in this Integration SOW and the
Agreed Project Plan. The Parties will perform the following integration test activities:





	 	•	 	Sprint will perform integration testing to ensure the Sprint Network is performing in
accordance with the requirements and designs agreed upon by the Parties in the Agreed
Project Plan.




2









 







			
	Confidential
	 	Execution Copy












	 	•	 	Sprint will perform integration testing to ensure the Sprint interfaces to the
Purchaser’s Network Elements are functioning correctly and adhere to the interface
specifications defined and agreed upon between the Parties in the Agreed Project Plan.
	 
	 	•	 	Purchaser will perform integration testing to ensure the Purchaser’s Network Elements
are performing in accordance with the requirements and designs agreed upon by the Parties
in the Agreed Project Plan.
	 
	 	•	 	Purchaser will perform integration testing to ensure the interfaces from the Purchaser’s
Network Elements are functioning correctly and adhere to the interface specifications
defined and agreed upon between the Parties in the Agreed Project Plan.
	 
	 	•	 	Sprint will provide assistance to Purchaser to help troubleshoot issues within the
Purchaser’s Network Elements related to the interface between Sprint Network and the
Purchaser’s Network Element.
	 
	The Parties shall conduct Integration testing in accordance with the integration test plan.
Integration testing will be conducted during intervals that shall be defined in the Agreed Project
Plan.






	 	3.1.2.	 	Integration Acceptance




The Agreed Project Plan shall set forth the procedures by which Purchaser and Sprint may each
accept the Integration of each Network Element (on an individual basis and, with respect to
Purchaser only, in operation together) upon the completion of the integration tests set forth in
the integration test plan.





	 	3.2.	 	After the In Service Date




From time to time during the Term, Purchaser may modify a Network Element that has been integrated
with the Sprint Network (a “Modified Element”). With respect to any Modified Element, at
Purchaser’s request, Sprint shall provide reasonable assistance to perform integration testing to
verify the Modified Element continues to function with respect to its integration with the Sprint
Network. Sprint and Purchaser shall cooperate in good faith to determine the scope, timing, and
any applicable costs of such integration testing regarding a Modified Element.





	4.	 	Integration Services




The costs set forth in Table 4-1 are the not-to-exceed costs that Sprint will charge Purchaser
for the customized Integration services that Purchaser elects (“Customized Integration Services”),
described in this Section 4. Sprint may charge Purchaser an amount not to exceed the amounts set
forth in Table 4-1. Except for such charges, or to the extent Purchaser materially changes the
scope of work to be performed under this Integration SOW, there shall be no additional charge to
Purchaser for any work that is required under this Integration SOW.




3









 







			
	Confidential
	 	Execution Copy





Table 4-1: Not-To-Exceed Costs




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Related Integration	 
	Customized Integration Service	 	Not to Exceed Cost	 	 	SOW Provision	 
	[***]
	 	$	[***]	 	 	 	4.12	 
	[***]
	 	 	 	 	 	 	4.14	 
	• Sprint Labor
	 	$ 	[***]	 	 	 	 	 
	• SMS Vendor
Costs (at Purchaser’s
option)
	 	$	[***]	 	 	 	 	 
	[***]
	 	$	[***]	 	 	 	4.2	 
	[***]
	 	$	[***]	 	 	 	4.4	 
	[***]
	 	$	[***]	 	 	 	4.13	 
	[***]
	 	$	[***]	 	 	 	4.3	 
	 
	 	 	 	 	 	 
	Total
	 	$	[***]	 	 	 	 	 
	 
	 	 	 	 	 	 







	 	4.1.	 	Interconnection




As shall be set forth in the Project Plan, Sprint will physically interconnect Purchaser’s
facilities to Sprint’s facilities in a manner as necessary for Purchaser to receive data and voice
traffic that originates on the Sprint Network in accordance with its obligations under the
Agreement. Voice traffic will be exchanged to Purchaser via SIP-T.



The Parties will interconnect their facilities in at least [***] different physically diverse
points of interconnection (“POIs”) to enable the delivery of MVNO voice and data traffic from the
Sprint Network to Purchaser’s network for termination by Purchaser. The Parties will cooperate in
good faith to reach mutual agreement on the list of POIs as part of the Project Plan, provided,
however, that the agreed-upon POIs shall not require Purchaser to incur any commercially
unreasonable capital or operating expenditures. The Parties may add additional POIs to the list of
POIs from time to time during the Term by mutual written agreement.





	 	4.2.	 	[***] Integration




As shall be set forth in the Project Plan, Sprint shall provide Purchaser the [***] requirements
specified by [***], as part of Integration. Sprint will support Purchaser in establishing the
provisioning feed to [***]






 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been requested
with respect to the omitted portions.





4









 







			
	Confidential
	 	Execution Copy




containing End Users for [***]. Upon activation of an End User, Purchaser will notify Sprint of
the frequency with which Purchaser will deliver provisioning updates to [***].



Sprint will route [***] from Sprint’s [***] through the [***] to Purchaser’s [***]. Sprint will
route [***] from Sprint’s [***] to Purchaser’s [***]. Sprint [***] to End Users will be routed to
End Users via [***]. [***] to End Users will be routed to Purchaser via [***] using the [***].
[***] will be routed to Purchaser’s [***]. Purchaser’s [***] will [***].



As shall be set forth in the Project Plan, Sprint will assist in Purchaser’s integration of standard [***].





	 	4.3.	 	Device Provisioning






	 	4.3.1.	 	[***]




As shall be set forth in the Project Plan, Purchaser shall provision Devices through Purchaser’s
[***]. Sprint acknowledges and agrees that it has received documentation regarding Purchaser’s
[***] architecture necessary to integrate Purchaser’s [***]. Sprint will support Purchaser’s
standard [***]. Subject to the [***] set forth in Schedule 4.0, Sprint will endeavor towards
ensuring that all [***] information will be passed to the Purchaser [***] when the End User
initiates the [***] call.



Within 30 days of the Effective Date, Sprint will provide Purchaser with [***] for Purchaser’s
[***]. During the Term of the Agreement, Sprint will provide Purchaser with written notice of any
change in the [***] not less than 30 days prior to any such change.



The Parties will each open up their respective [***] between their networks.





	 	4.3.2.	 	Dial String Code




As of the Effective Date, the Parties agree that [***] will be the dial string code that End Users
will be permitted to use to initiate [***] following activation of the End User’s Device.





	 	4.3.3.	 	Delivery of [***] Parameters




Sprint will provide Purchaser the [***] parameters necessary for Purchaser to build its own [***].
Following such delivery by Sprint, Purchaser shall have sole control over managing the [***],
provided that Purchaser causes [***].





	 	4.4.	 	[***]




As shall be set forth in the Project Plan, Sprint shall configure its Network so that it can
delivered calls to Purchaser’s [***] platform with the proper routing digits to support Purchaser’s
provision of [***] services to End Users.






 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been requested
with respect to the omitted portions.




5









 







			
	Confidential
	 	Execution Copy











	 	4.5.	 	[***]




Sprint will set [***]. Notwithstanding the foregoing, Purchaser may select [***], and Sprint will
support such election provided that the [***] (i) is available and, (ii) does not conflict with any
other [***] in the Sprint [***]. Sprint [***] requested to Purchaser’ [***] shall be based on a
[***]. Purchaser will use [***] to [***].





	 	4.6.	 	Data Traffic




Sprint will route data traffic originating from End User handsets to [***]. Purchaser will provide
data services to End User Devices.





	 	4.7.	 	[***]




No later than 90 days prior to the planned In Service Date, Sprint will provide Purchaser with all
of its [***] in a reasonable format, except Sprint will provide Purchaser with any [***] required
for the Parties to conduct Integration testing in accordance with the integration test plan.
During the Term of the Agreement, Sprint will provide Purchaser with updates to such data as
frequently as Sprint makes such updates to such data for its own use.





	 	4.8.	 	[***]




During the Term, Purchaser shall employ its [***]. Sprint will route calls to Purchaser’s [***]
via a [***]. A call will be connected to the End User’s [***] by a [***] between Sprint and
Purchaser’s networks. Sprint will support Purchaser’s use of [***]. Sprint will translate [***]
into a [***] number to connect an End User’s [***] call to Purchaser’s [***].



Sprint acknowledges and agrees that it can support the routing of calls for up to [***] each with
their own unique [***] number to reach. End Users will be notified of new [***]. All such
notifications shall be routed to Sprint [***] to Sprint’s gateway.





	 	4.9.	 	Directory Assistance




Sprint will route 411 calls to Purchaser via [***].





	 	4.10.	 	Operator Services




Sprint will route operator calls to Purchaser via [***].






 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been requested
with respect to the omitted portions.




6









 







			
	Confidential
	 	Execution Copy











	 	4.11.	 	[***]




Purchaser shall use its [***] for [***]. Sprint shall provide its [***] for [***]. The Parties
shall use [***] to bind Purchaser’s [***] to the Sprint [***]. Sprint will endeavor towards
ensuring that [***] is routed to Purchaser via domain that is provisioned in the End User’s
handset.





	 	4.12.	 	Voice Authentication




Purchaser Devices must support voice authentication. Purchaser Devices will be certified to
support voice authentication as part of the Device certification process.





	 	4.13.	 	International Voice Traffic Routing




Sprint will utilize [***] to route international voice traffic to the Purchaser’s network.
International traffic consists of voice calls that are placed using the 011+ country code dialing
sequence.





	 	4.14.	 	[***] routing




Sprint will support the routing of [***] from Purchaser’s active subscribers to a [***]
number defined by the Purchaser.





	 	4.15.	 	[***] Integration




Sprint will support the integration of the Sprint Network to the Purchaser’s [***] to support
[***]. [***] will be accomplished via the integration to the Purchaser’s [***] by utilizing the
[***] protocol as defined in the Sprint [***] integration design document.






 




			
	***	 	Certain information on this page has been omitted and
filed separately with the Commission. Confidential treatment has been requested
with respect to the omitted portions.






7